UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(A)
OF
THE SECURITIES EXCHANGE ACT OF 1934
| Filed
by the Registrant ☒ |
Filed by a Party other than the Registrant
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Check
the appropriate box:
| ☒ |
Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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| ☐ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material under §240.14a-12 |
ALPHAVEST
ACQUISITION CORP
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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| ☐ |
Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
LETTER
TO SHAREHOLDERS OF ALPHAVEST ACQUISITION CORP
420
LEXINGTON AVE, SUITE 2446
NEW
YORK CITY, NY 10170
TO
BE HELD ON [●]
Dear
AlphaVest Acquisition Corp Shareholder:
You
are cordially invited to attend an extraordinary general meeting of AlphaVest Acquisition Corp, a Cayman Islands exempted company (the
“Company,” “AlphaVest,” “we,” “us” or “our”),
which will be held on [●], at [●] p.m. Eastern Standard Time (the “Extraordinary General Meeting”). The
Extraordinary General Meeting will be held in person at the offices of Winston & Strawn LLP located at 800 Capitol St., Suite 2400,
Houston, Texas 77002, and virtually via live webcast at [●] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
The
attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe
the business AlphaVest will conduct at the Extraordinary General Meeting and provide information about AlphaVest that you should consider
when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose
of considering and voting on the following proposals:
Proposal
No. 1—Extension Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s Amended and Restated
Memorandum and Articles of Association, dated as of December 19, 2022 (the “Existing Charter”) by adopting the AlphaVest’s
Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “Extension
Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination
Period”) up to four (4) times from December 22, 2023 (the “Termination Date”) to December 22, 2024, with
each extension comprised of three months (each, an “Extension”) (i.e., for a period of time ending up to 24 months
after the consummation of its initial public offering (the “IPO”)) for a total of twelve (12) months after the Termination
Date (assuming a Business Combination (as defined below) has not occurred). The end date of each Extension shall be referred to herein
as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”;
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by at least sixty-five percent (65%) of the then outstanding Ordinary
Shares, to amend AlphaVest’s investment management trust agreement, dated as of December 19, 2022, (as amended, the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”),
to allow the Company to extend the Termination Date up to four (4) times for an additional three (3) month each time from the Termination
Date or Extended Date, as applicable, to December 22, 2024 (the “Trust Agreement Amendment”) by providing five days’
advance notice to the Trustee prior to the applicable Termination Date or Extended Date and depositing into the trust account (the “Trust
Account”) the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days prior to such Extension (the “Extension
Payment”) until December 22, 2024 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing,
unsecured promissory note payable upon the consummation of a Business Combination (the “Trust Agreement Amendment Proposal”);
and
Proposal
No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a
later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment
Proposal or to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment and Extension (the “Adjournment
Proposal”).
Each
of the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy
Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the Extension
Amendment Proposal and Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment, Trust Agreement
Amendment and Extension. In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares (as defined below) in
an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Company’s
board of directors (the “Board”). Notwithstanding the foregoing, even if the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or not
to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is
to allow AlphaVest additional time and flexibility to complete our previously announced Business Combination. On August 11, 2023, AlphaVest
entered into a business combination agreement with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary
of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).
However, there can be no guarantee the business combination with Merger Sub and Wanshun will be consummated. If it is not consummated,
the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest
additional time to complete an initial business combination (a “Business Combination”). Additionally, the purpose
of the Extension Amendment Proposal is to simultaneously (i) provide those AlphaVest shareholders who do not wish to extend the
Termination Date with the opportunity to exercise their redemption rights earlier than they would if AlphaVest liquidated on the Termination
Date and (ii) allow those AlphaVest shareholders who wish for AlphaVest to continue its search for a Business Combination to remain
shareholders.
Currently,
the Company has until the Termination Date, or December 22, 2023, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The
Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Extension
Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment, Trust Agreement Amendment and Extension
are implemented, there is no assurance that AlphaVest will be able to consummate a Business Combination within the Combination Period,
as extended, given the actions that must occur prior to closing of a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, we may, by resolution of the Board, at the request of our sponsor, AlphaVest Holding
LP (the “Sponsor”), avail ourselves of the two (2) additional three-month extension periods to consummate the Business
Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business
Combination deadline, depositing into the Trust Account for each such three-month extension, on or prior to the date of the applicable
Business Combination deadline $690,000, (or $0.10 per share) for each extension. . If the Extension Amendment Proposal is approved,
we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of four (4) additional three-month extension periods
to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior
to the applicable Business Combination deadline, depositing into the Trust Account for each such three-month extension, on or prior to
the date of the applicable Business Combination deadline the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2)
days after giving effect to the Redemption. In the event that our Sponsor elects to extend the time to complete a Business Combination,
pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing,
unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable
to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice
from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend
to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition,
we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had
been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide
to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required.
If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10
business days thereafter, outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) which were
issued in the Company’s initial public offering (the “Public Shares”) for a pro rata portion of the funds held
in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes if any (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate.
However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of
our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such
amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares
(the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,
regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.
In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001, which condition may not be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public
Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if
a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares
in excess of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately [$73,516,035.35] as of the Record Date (including interest not previously released
to AlphaVest to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares
on the Nasdaq Global Market (“Nasdaq”) on the Record Date was [●]. Accordingly, if the market price of the Public
Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder
of Public Shares receiving approximately [●] more per share than if the Public Shares were sold in the open market. AlphaVest cannot
assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public
Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders
wish to sell their Public Shares. AlphaVest believes that such redemption right enables its holders of Public Shares to determine whether
to sustain their investments for an additional period if AlphaVest does not complete a Business Combination on or before the Termination
Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the
affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has 9,180,500 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Ordinary Shares held by the Sponsor and the representative
of our underwriters in our initial public offering (the “Founder Shares”), the Company will need 3,839,834 Public
Shares, or 55.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.
Approval
of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding
Ordinary Shares pursuant to the Trust Agreement. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 3,686,825 Public Shares or 53.4% of the Public Shares, to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,309,751 or 33.5% of the outstanding
Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth
for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal at
the Extraordinary General Meeting.
The
Board has fixed the close of business on [●] (the “Record Date”) as the date for determining AlphaVest shareholders
entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary
Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On
the Record Date, there were [●] issued and outstanding Public Shares and [●] issued and outstanding Founder Shares. AlphaVest’s
rights do not have voting rights.
You
are not being asked to vote on a Business Combination at this time. If the Extension, Trust Agreement Amendment and Extension Amendment
are implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination
when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem
your remaining Public Shares for cash in the event a Business Combination is approved and completed or in the event we have not consummated
a Business Combination by the last Extended Date, December 22, 2024. There is no guarantee that we will identify a suitable target and,
even if we do identify one, that we will be able to complete a Business Combination before the expiration of the last Extended Date,
December 22, 2024.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment
Proposal and the Adjournment Proposal (if required) are in the best interests of AlphaVest and its shareholders, and has declared it
advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
AlphaVest’s
Sponsor, directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment
Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership,
directly or indirectly of Founder Shares and units consisting of Ordinary Shares and rights sold to the Sponsor in a private placement
that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests
of the Initial Shareholders” in the accompanying Proxy Statement.
Enclosed
is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting,
AlphaVest urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed
proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke
it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your
vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.
By
Order of the Board of Directors of AlphaVest Acquisition Corp
Yong
(David) Yan
Chief
Executive Officer
[●],
2023
Your
vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, virtually or in person, please vote
as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at
the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you
will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented
and voted at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under
Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of issued and outstanding Ordinary Shares
entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof,
vote on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary
resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding
Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any
adjournment thereof, vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting
of the holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall
constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by
proxy at the Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment
Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If you fail to
return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General
Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at
the Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record
and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING
PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN
REQUEST TO THE TRANSFER AGENT BY [●] P.M. EASTERN TIME ON [●], THE DATE THAT IS TWO BUSINESS DAYS PRIOR
TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME,
PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES
TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN)
SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD
THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT
IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [●], 2023:
This notice of meeting and the accompanying Proxy Statement are being made available on or about [●], at [●].
NOTICE
OF EXTRAORDINARY GENERAL MEETING
OF
ALPHAVEST ACQUISITION CORP
TO
BE HELD ON [●]
To
the Shareholders of AlphaVest Acquisition Corp:
NOTICE
IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of
AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company,” “AlphaVest,” “we,”
“us” or “our”), will be held on [●], at [●]. The Extraordinary General Meeting will
be held in person at the offices of Winston & Strawn LLP located at 800 Capitol St., Suite 2400, Houston, TX 77002, and virtually
via live webcast at [●] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
You
are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if through fit,
passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated [●] and
is first being mailed to shareholders on or about that date:
Proposal
No. 1—Extension Amendment Proposal—To resolve as a special resolution, that AlphaVest’s Amended and Restated Memorandum
and Articles of Association, dated as of December 19, 2022 (the “Existing Charter”) be deleted in their entirety and
in substitution in their place the AlphaVest’s Second Amended and Restated Memorandum and Articles of Association in the form set
forth in Annex A to the Proxy Statement. (the “Extension Amendment”) be adopted which reflects the extension of the
date by which the Company must consummate a business combination (the “Combination Period”) from December 22, 2023
(the “Termination Date”) up to four (4) times, for an additional three (3) months each time (each an “Extension”)
up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering (the
“IPO”)) for a total of twelve (12) months after the Termination Date (assuming a Business Combination (as defined
below) has not occurred). The end date of each Extension shall be referred to herein as the “Extended Date.”
Proposal
No. 2 - Trust Agreement Amendment Proposal — To resolve that AlphaVest’s investment management trust agreement, dated
as of December 19, 2022, (as amended, the “Trust Agreement”), by and between the Company and Continental Stock Transfer
& Trust Company (the “Trustee”), be amended to allow the Company to extend the Termination Date from December
22, 2023 up to four (4) times for an additional three (3) months each time up to December 22, 2024 (the “Trust Agreement Amendment”)
by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended Date, as applicable
and depositing into the trust account (the “Trust Account”), for each three-month extension, the lesser of $210,000
or an amount equal to 1% of the Trust Account two (2) days prior to such Extension (the “Extension Payment”) pursuant
to an amendment to the Trust Agreement in the form set forth in Annex B of the Proxy Statement (the “Trust Agreement Amendment
Proposal”).
Proposal
No. 3—Adjournment Proposal— To approve as an ordinary resolution that the chairman of the Extraordinary General
Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes
to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal or to provide additional time to effectuate the
Extension, the Extension Amendment and Trust Agreement Amendment.
Each
of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the
Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment,
Trust Agreement Amendment and Extension. In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an
amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Company’s
board of directors (the “Board”). Notwithstanding the foregoing, even if the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or not
to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow AlphaVest additional and flexibility to complete our previously announced Business Combination. On August 11, 2023, AlphaVest entered
into a business combination agreement with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the
Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).
However, there can be no guarantee the business combination with Merger Sub and Wanshun will be consummated. If it is not consummated,
the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest
additional time to complete an initial business combination (a “Business Combination”). Additionally, the purpose
of the Extension Amendment Proposal is to simultaneously (i) provide those AlphaVest shareholders who do not wish to extend the
Termination Date with the opportunity to exercise their redemption rights earlier than they would if AlphaVest liquidated on the Termination
Date and (ii) allow those AlphaVest shareholders who wish for AlphaVest to continue its search for a Business Combination to remain
shareholders. Currently, the Company has until the Termination Date, or December 22, 2023, to consummate a Business Combination. The
Board has determined that it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders
approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business
Combination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination.
Given AlphaVest’s commitment of time, effort and financial resources to date with respect to identifying a Business Combination
target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination.
However, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is approved and the Extension Amendment,
Trust Agreement Amendment and Extension are implemented, there is no assurance that AlphaVest will be able to consummate a Business Combination
within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, we may, by resolution of the Board, at the request of our sponsor, AlphaVest Holding
LP (the “Sponsor”), avail ourselves of the two (2) additional three-month extension periods to consummate the Business
Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business
Combination deadline, depositing into the Trust Account for each such three-month extension, on or prior to the date of the applicable
Business Combination deadline $690,000, (or $0.10 per share) for each extension. . If the Extension Amendment Proposal is approved,
we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of four (4) additional three-month extension periods
to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior
to the applicable Business Combination deadline, depositing into the Trust Account for each such three-month extension, on or prior to
the date of the applicable Business Combination deadline the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2)
days after giving effect to the Redemption. . In the event that our Sponsor elects to extend the time to complete a Business Combination,
pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing,
unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable
to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice
from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend
to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition,
we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had
been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide
to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required.
If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10
business days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
which were issued in the Company’s initial public offering (the “Public Shares”) for a pro rata portion of the
funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate.
However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of
our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such
amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares
(the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,
regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.
In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001, which condition may not be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public
Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if
a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares
in excess of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately [$73,516,035.35] as of the Record Date (including interest not previously released
to AlphaVest to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares
on the Nasdaq Global Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of the
Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result
in a holder of Public Shares receiving approximately $[●] more per share than if the Public Shares were sold in the open market.
AlphaVest cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market
price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when
such Public Shareholders wish to sell their Public Shares. AlphaVest believes that such redemption right enables its holders of Public
Shares to determine whether to sustain their investments for an additional period if AlphaVest does not complete a Business Combination
on or before the Termination Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension Amendment is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be
redeemed only if you:
| |
(i) |
(a) hold
Public Shares or (b) hold Public Shares through Units (as defined below) and elect to separate your Units into the underlying
Public Shares and Public Rights (as defined below) prior to exercising your redemption rights with respect to the Public Shares;
|
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|
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(ii) |
submit
a written request to Continental Stock Transfer & Trust Company (the “Trustee” or “transfer agent”)
including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested,
that AlphaVest redeem all or a portion of your Public Shares for cash; and |
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|
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(iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through The Depository Trust Company (“DTC”). |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,
on [●] (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to
be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment
Proposal. If the Extension Amendment, Trust Agreement Amendment and Extension are not consummated, the Public Shares will be returned
to the respective holder, broker or bank.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the
affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has [9,180,500] Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Ordinary Shares held by the Sponsor and the representative
of our underwriters in our initial public offering (the “Founder Shares”), the Company will need 3,839,834 Public
Shares, or 55.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.
Approval
of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding
Ordinary Shares pursuant to the Trust Agreement. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 3,686,825 Public Shares or 53.4% of the Public Shares to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. All all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,309,751 or 33.5% of the outstanding
Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth
for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal at
the Extraordinary General Meeting.
Record
holders of Ordinary Shares at the close of business on [●] (the “Record Date”) are entitled to vote or have
their votes cast at the Extraordinary General Meeting. On the Record Date, there were [●] issued and outstanding Public Shares
and [●] issued and outstanding Founder Shares. AlphaVest’s rights do not have voting rights.
This
Proxy Statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal the Trust Agreement
Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, virtually or in
person, AlphaVest urges you to read this material carefully and vote your shares.
This
Proxy Statement is dated [●] and is first being mailed to shareholders on or about that date.
By
Order of the Board of Directors of AlphaVest Acquisition Corp
Yong
(David) Yan
Chief
Executive Officer
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect AlphaVest’s current
views with respect to, among other things, its capital resources and results of operations. Likewise, AlphaVest’s financial statements
and all of AlphaVest’s statements regarding market conditions and results of operations are forward-looking statements. In some
cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect AlphaVest’s current views about future events and are subject
to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward- looking statement. AlphaVest does not guarantee that the transactions and events described
will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the forward-looking statements:
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AlphaVest’s
ability to complete a Business Combination, including approval by the shareholders of AlphaVest; |
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● |
the
anticipated benefits of a Business Combination; |
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● |
the
volatility of the market price and liquidity of the Public Shares and other securities of AlphaVest; |
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● |
the
use of funds not held in the Trust Account or available to AlphaVest from interest income on the Trust Account balance; |
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● |
the
competitive environment in which our successor will operate following a Business Combination; and |
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proposed
changes in SEC rules related to special purpose acquisition companies. |
While
forward-looking statements reflect AlphaVest’s good faith beliefs, they are not guarantees of future performance. AlphaVest disclaims
any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new
information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable
law. For a further discussion of these and other factors that could cause AlphaVest’s future results, performance or transactions
to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”
in AlphaVest’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023,
and in other reports AlphaVest filed with the SEC, including AlphaVest’s Quarterly Reports on Form 10-Q for the periods ended
March 31, 2023, filed with the SEC on May 22, 2023, June 30, 2023, filed with the SEC on August 11, 2023, and September 30, 2023, filed
with the SEC on November 3, 2023. You should not place undue reliance on any forward-looking statements, which are based only on information
currently available to AlphaVest.
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
| Q. |
Why
am I receiving this Proxy Statement? |
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|
| A. |
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14,
2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, with one or more businesses, without limitation
as to business, industry or sector. AlphaVest’s registration statement on Form S-1
(File No. 333-268188) for AlphaVest’s IPO was declared effective by the SEC on December
19, 2022. On December 22, 2022, AlphaVest consummated its IPO of 6,000,000 units (the “Units”).
Each Unit consists of one ordinary share, par value $0.0001 per share (the “Ordinary
Shares”) and one right (the “Public
Rights”), with each Public Right entitling the holder thereof to receive one-tenth
of one Ordinary Share upon the completion of an initial Business Combination, subject to
adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022,
EarlyBirdCapital, Inc. (“EBC”) exercised its over-allotment option (the
“Overallotment”), to purchase an additional 900,000 Units at
a public offering price of $10.00 per Unit, generating additional gross proceeds to
the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 private Units to the Sponsor, and 25,000 private
Units to EBC (collectively, the “Private Units”) at a purchase price of $10.00 per Private Unit, generating
gross proceeds to the Company of $3,900,000. Simultaneously with the closing of the Overallotment, the Company completed the private
sale of an additional 37,904 Private Units to the Sponsor and the private sale of an additional 2,596 Private Units to
EBC, each at a purchase price of $10.00 per Private Unit, generating additional gross proceeds to the Company of $405,000. Transaction
costs amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other offering costs. |
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An
aggregate of $70,380,000 of the net proceeds from AlphaVest’s IPO and sale of the units
consisting of Ordinary Shares and rights sold to the Sponsor in a private placement (the
“Private Placement Units” were deposited in the Trust Account established
for the benefit of the holders of Public Shares.
On
August 11, 2023, AlphaVest entered into a business combination agreement with AV Merger Sub, a Cayman Islands exempted company and
a direct wholly owned subsidiary of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman
Islands exempted company (“Wanshun”). |
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Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public
Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. |
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Currently,
the Company has until the Termination Date, or December 22, 2023, to consummate a Business Combination. The Board has determined
that it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business
Combination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination.
Given AlphaVest’s commitment of time, effort and financial resources to date with respect to identifying a Business Combination
target, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a prospective Business
Combination. However, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is approved and the Extension,
Trust Agreement Amendment and Extension Amendment are implemented, there is no assurance that AlphaVest will be able to consummate
a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business
Combination. |
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| Q. |
When
and where is the Extraordinary General Meeting? |
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| A. |
The
Extraordinary General Meeting will be held on [●], at [●] p.m. Eastern Time at the offices of Winston & Strawn LLP
located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast by visiting https://www.[●]
and entering the voter control number included on your proxy card and via teleconference using the following dial-in information: |
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
| Q. |
What
do I need in order to be able to participate in the Extraordinary General Meeting online? |
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|
| A. |
Any
registered shareholder at the Record Date wishing to attend the Extraordinary General Meeting virtually should register for the Extraordinary
General Meeting by [●] at https://www.[●]. You can virtually attend the Extraordinary General Meeting via the internet
by visiting https://www.[●] and entering the voter control number included on your proxy card. You will need the voter control
number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting.
If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not
be able to vote or submit questions during the Extraordinary General Meeting. |
| Q. |
What
are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting? |
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|
| A. |
AlphaVest
shareholders are being asked to consider and vote on the following proposals: |
Proposal
No. 1—Extension Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s Existing Charter by
adopting the AlphaVest’s Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to
the Proxy Statement, which reflects the extension of the date by which the Company must consummate a business combination up to four
(4) times from December 22, 2023 to December 22, 2024, with each Extension comprised of three (3) months (i.e., for a period of time
ending up to 24 months after the consummation of its IPO) for a total of twelve (12) months after the Termination Date (assuming a Business
Combination has not occurred);
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by ordinary resolution, to amend AlphaVest’s Trust Agreement,
by and between the Company and the Trustee. The Trust Agreement Amendment proposes to allow the Company to extend the Termination Date
up to four (4) times for an additional three (3) month each time from the Termination Date or the Extended Date, as applicable, to December
22, 2024 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended Date and
depositing into the Trust Account the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days prior to such Extension
until December 22, 2024 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory
note payable upon the consummation of a Business Combination; and
Proposal
No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a
later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement
Amendment Proposal or to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment and Extension.
| Q. |
Are
the proposals conditioned on one another? |
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|
| A. |
Approval
of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation of the Extension
Amendment, Trust Agreement Amendment and Extension. Pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an
amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless
choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate
on the Termination Date. |
If
the Extension, Trust Agreement Amendment and Extension Amendment are implemented and one or more AlphaVest shareholders elect to redeem
their Public Shares, AlphaVest will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount
equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, as described in more
detail in this Proxy Statement, and will retain the remainder of the funds in the Trust Account for AlphaVest’s use in connection
with consummating a Business Combination on or before the expiration of the last Extended Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The
Sponsor and all of AlphaVest’s directors and officers (the “initial shareholders”) waived their rights to participate
in any liquidating distribution with respect to the [●] Founder Shares held by them. There will be no distribution from the Trust
Account with respect to AlphaVest’s rights, which will expire worthless in the event AlphaVest dissolves and liquidates the Trust
Account.
The
Adjournment Proposal is not conditioned on the approval of any other proposal.
| Q. |
Why
is AlphaVest proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal? |
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| A. |
The
Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the
IPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date. The purpose of the Extension
Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow AlphaVest additional
time and flexibility to complete our previously announced Business Combination. On August 11, 2023, AlphaVest entered into a business
combination agreement with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger
Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”). However,
there can be no guarantee the business combination with Merger Sub and Wanshun will be consummated. If it is not consummated, the
Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest
additional time to complete a Business Combination. Additionally, the purpose of the Extension Amendment Proposal is to simultaneously
(i) provide those AlphaVest shareholders who do not wish to extend the Termination Date with the opportunity to exercise their
redemption rights earlier than they would if AlphaVest liquidated on the Termination Date and (ii) allow those AlphaVest shareholders
who wish for AlphaVest to continue its search for a Business Combination to remain shareholders. |
Currently,
the Company has until the Termination Date, or December 22, 2023, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The
Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to consummating a Business Combination circumstances warrant
providing Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension, Trust Agreement Amendment and
Extension Amendment are implemented, there is no assurance that AlphaVest will be able to consummate a Business Combination within the
Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by AlphaVest shareholders, AlphaVest may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension, Trust
Agreement Amendment and Extension Amendment, or to otherwise provide additional time to effectuate the Extension, Trust Agreement Amendment
and Extension Amendment. If the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn
the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.
You
are not being asked to vote on a Business Combination at this time. If the Extension, Trust Agreement Amendment and Extension Amendment
are implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination
when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem
your remaining Public Shares for cash in the event a Business Combination is approved and completed or in the event we have not consummated
a Business Combination by the last Extended Date, December 22, 2024. There is no guarantee that we will identify a suitable target and,
even if we do identify one, that we will be able to complete a Business Combination before the last Extended Date, December 22, 2024.
| Q. |
What
vote is required to approve the proposals presented at the Extraordinary General Meeting? |
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|
| A. |
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of
holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person
or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust
Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent (65%)
of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands
law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled to vote
and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on
such matter. |
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail
to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect
will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting
and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary
General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
| Q. |
Why
should I vote “FOR” the Extension Amendment Proposal? |
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|
| A. |
AlphaVest
believes its shareholders will benefit from AlphaVest consummating a Business Combination and is proposing the Extension Amendment
Proposal to give the Company the right to extend the Combination Period from December 22, 2023 up to four (4) times for an additional
three (3) months each time up to December 22, 2024. The Board believes that the current Termination Date will not provide sufficient
time to complete a Business Combination. Given AlphaVest’s commitment of time, effort and financial resources to date with
respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders with additional time and
opportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal is approved and the
Extension, Trust Agreement Amendment and Extension Amendment are implemented, there is no assurance that AlphaVest will be able to
consummate a Business Combination by the last Extended Date, given the actions that must occur prior to closing of a Business Combination. |
Pursuant
to the Existing Charter and the Trust Agreement,, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves
of the two (2) additional three-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates
or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such three-month extension, on or prior to the date of the applicable Business Combination deadline, $690,000, (or $0.10 per
share) for each extension. . If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request
of our Sponsor, avail ourselves of four (4) additional three-month extension periods to consummate the Business Combination, subject
to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline,
depositing into the Trust Account for each such three-month extension, on or prior to the date of the applicable Business Combination
deadline the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days after giving effect to the Redemption. In
the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension
Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the
Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds
available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable
Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension
at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after
the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates
or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent
that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business
Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination
within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares
for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses),
and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, rights will expire and
be worthless.
The
Board recommends that you vote in favor of the Extension Amendment Proposal.
| Q. |
Why
should I vote “FOR” the Trust Agreement Amendment Proposal? |
| |
|
| A. |
AlphaVest
believes its shareholders will benefit from AlphaVest consummating a Business Combination and is proposing the Trust Agreement Amendment
Proposal to allow the Company to extend the Termination Date up to four (4) times for an additional three (3) month each time from
the Termination Date or the Extended Date, as applicable, to December 22, 2024 by providing five days’ advance notice
to the Trustee prior to the applicable Termination Date or Extended Date. Given AlphaVest’s commitment of time, effort and
financial resources to date with respect to consummating a Business Combination, circumstances warrant providing Public Shareholders
with additional time and opportunity to consider a prospective Business Combination. However, even if the Trust Agreement Amendment
Proposal is approved and the Extension, Trust Agreement Amendment and Extension Amendment are implemented, there is no assurance
that AlphaVest will be able to consummate a Business Combination by the last Extended Date, given the actions that must occur prior
to closing of a Business Combination. |
Pursuant
to the Existing Charter and the Trust Agreement,, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves
of the two (2) additional three-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates
or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such three-month extension, on or prior to the date of the applicable Business Combination deadline $690,000, (or $0.10 per
share) for each extension. . If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request
of our Sponsor, avail ourselves of four (4) additional three-month extension periods to consummate the Business Combination, subject
to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline,
depositing into the Trust Account for each such three-month extension, on or prior to the date of the applicable Business Combination
deadline the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days after giving effect to the Redemption.. In
the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension
Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the
Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds
available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable
Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension
at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after
the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates
or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent
that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business
Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination
within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares
for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses),
and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, rights will expire and
be worthless.
The
Board recommends that you vote in favor of the Trust Agreement Amendment Proposal.
| Q. |
Why
should I vote “FOR” the Adjournment Proposal? |
| |
|
| A. |
If
the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or implementation of the Extension, Trust Agreement
Amendment and Extension Amendment. |
If
presented, the Board recommends that you vote in favor of the Adjournment Proposal.
| Q. |
How
will the initial shareholders vote? |
| |
|
| A. |
The
initial shareholders have advised AlphaVest that they intend to vote any Ordinary Shares over which they have voting control, in
favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal. |
The
initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment
Proposal. On the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates
beneficially owned and were entitled to vote an aggregate of [●] Founder Shares held by the Sponsor and the officers and
directors of AlphaVest, representing approximately [●]% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly,
if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company
will need 3,839,834 Public Shares, or 55.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to
approve such proposal. Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote
of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. If all outstanding Ordinary Shares are present at the Extraordinary
General Meeting, then in addition to the Founder Shares, the Company will need 3,686,825 Public Shares or 53.4% of the Public Shares
to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.] To approve the Adjournment Proposal, assuming all
outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will
need 2,309,751 or 33.5% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment
Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust
Agreement Amendment Proposal at the Extraordinary General Meeting.
| Q. |
What
if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment
Proposal? |
| |
|
| A. |
If
you do not want the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal or the Adjournment
Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST”
such proposal.
If
you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining
whether the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal (as the case may be)
are approved.
However,
if you fail to attend the Shareholder Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting in person
or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your Ordinary Shares will
not be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or
the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Extraordinary General
Meeting will have no effect on the outcome of such votes.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented
for a vote. |
| Q. |
What
happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved? |
| |
|
| A. |
If
there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, AlphaVest may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The
Sponsor and the officers, directors and the initial shareholders of AlphaVest waived their rights to participate in any liquidation distribution
with respect to the [●] Founder Shares held by them. There will be no distribution from the Trust Account with respect to
AlphaVest’s rights, which will expire worthless in the event AlphaVest dissolves and liquidates the Trust Account.
| Q. |
If
the Extension Amendment Proposal is approved, what happens next? |
| |
|
| A. |
If
the Extension Amendment Proposal is approved, then AlphaVest’s Second Amended and Restated Memorandum and Articles of Association
in substantially the form that appears in Annex A hereto will be adopted with immediate effect and AlphaVest will proceed
to file the Second Amended and Restated Memorandum and Articles of Association, together with other necessary documents, with the
Cayman Islands Registrar of Companies and will continue its efforts to consummate a Business Combination on or before the last Extended
Date, December 22, 2024. |
If
the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal
to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining
in the Trust Account and increase the percentage interest of AlphaVest held by AlphaVest’s officers, directors, the Sponsor and
its affiliates. In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our
net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.
Even
if the Extension Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or to
amend the Existing Charter and may liquidate on the Termination Date.
| Q. |
If
the Trust Agreement Amendment Proposal is approved, what happens next? |
| |
|
| A. |
If
the Trust Agreement Amendment Proposal is approved, then AlphaVest will amend its Trust Agreement in substantially the form that
appears in Annex B hereto and will continue its efforts to consummate a Business Combination on or before the last Extended
Date, December 22, 2024. |
| |
|
| Q. |
Do
I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal? |
| |
|
| A. |
Yes.
Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your Public Shares. However, you will need
to submit a redemption request for your Public Shares. See “How do I exercise my redemption rights?” for more
information about the procedures to follow to redeem your Public Shares. |
| |
|
| Q. |
May
I change my vote after I have mailed my signed proxy card? |
| |
|
| A. |
Yes.
You may change your vote by: |
| ● |
Sending
a later-dated, signed proxy card addressed to AlphaVest’s Chief Executive Officer located at AlphaVest Acquisition Corp, 420
Lexington Ave, Suite 2446, New York, NY 10170 Attn: Yong (David) Yan, so that it is received by AlphaVest’s Secretary or Chief
Executive Officer on or before the Extraordinary General Meeting; or |
| |
|
| ● |
Attending
and voting, in person or virtually via the internet, during the Extraordinary General Meeting. |
You
also may revoke your proxy by sending a notice of revocation to AlphaVest’s Chief Executive Officer, which must be received by
AlphaVest’s Chief Executive Officer on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting
will not cause your previously granted proxy to be revoked unless you specifically so request.
| Q. |
How
are votes counted? |
| |
|
| A. |
Votes
will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR”
and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal requires a special
resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding
Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or
any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement,
the affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal
requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority
of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary
General Meeting or any adjournment thereof, vote on such matter. With respect to the Extension Amendment Proposal, the Trust Agreement
Amendment Proposal and the Adjournment Proposal, abstentions and broker non-votes will have no effect on outcome of any proposal
brought before the Extraordinary General Meeting. |
| |
|
| Q. |
What
is the difference between a shareholder of record and a beneficial owner of shares held in street name? |
| |
|
| A. |
Shareholder
of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer
& Trust Company, you are considered the shareholder of record with respect to those shares, and the proxy materials were sent
directly to you by the Company. |
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to
you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the
Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held
in your account. Those instructions are contained in a “vote instruction form.”
| Q. |
If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| |
|
| A. |
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares
with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and
procedures provided to you by your broker, bank, or nominee. AlphaVest believes that all of the proposals presented to the
shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or
nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If
you do not provide voting instructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating
that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a
“broker non-vote.” Abstentions and broker non-votes will not count as votes cast
and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or
the Adjournment Proposal. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to
vote. You should instruct your broker to vote your shares in accordance with directions you provide. |
| |
|
| Q. |
What
constitutes a quorum at the Extraordinary General Meeting? |
| |
|
| A. |
A
quorum is the minimum number of AlphaVest shareholders necessary to hold a valid meeting. Our Existing Charter defines a quorum,
in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment
to the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, as the
holders (whether individuals or entities by a duly authorized representative) of a majority of the Ordinary Shares entitled to vote
at the Extraordinary General Meeting. |
Accordingly,
an AlphaVest shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will
not be counted towards the number of Ordinary Shares required to validly establish a quorum.
| Q. |
How
many votes do I have? |
| |
|
| A. |
Each
Ordinary Share is entitled to one vote on each proposal being submitted to our shareholders at the Extraordinary General Meeting.
|
| |
|
| Q. |
How
do I vote? |
| |
|
| A. |
If
you were a holder of record of Ordinary Shares on [●], the Record Date for the Extraordinary General Meeting, you may vote
with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning the
enclosed proxy card in the postage-paid envelope provided. |
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, United States.
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares
are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by
mail must be received by 11:59 p.m., New York Time, on [●].
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on your proxy card.
| Q. |
Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal and the Adjournment Proposal? |
| |
|
| A. |
Yes.
After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal and Adjournment Proposal, the Board has determined that each proposal is in the best interests
of AlphaVest and its shareholders. The Board recommends that AlphaVest shareholders vote “FOR” each of the Extension
Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal,
if presented. |
| |
|
| Q. |
What
interests do AlphaVest’s Sponsor, directors and officers have in the approval of the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal? |
| |
|
| A. |
AlphaVest’s
Sponsor, directors and officers have interests in the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests
include, among others, ownership, directly or indirectly of Founder Shares and Private Placement Units that may become exercisable
in the future. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
in this Proxy Statement. |
| |
|
| Q. |
Do
I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal? |
| |
|
| A. |
No.
There are no appraisal rights available to AlphaVest shareholders in connection with the Extension Amendment Proposal. |
| |
|
| Q. |
How
are the funds in the Trust Account currently being held? |
| |
|
| A. |
The
funds in the Trust Account are invested only in U.S. government treasury obligations 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 of 1940, as amended (the “Investment
Company Act”) which invest only in direct U.S. government treasury obligations. |
| |
|
| Q. |
If
I am a Public Shareholder, can I exercise redemption rights with respect to my Public Shares? |
| |
|
| A. |
Yes.
If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash
provided that you follow the procedures and deadlines described elsewhere in this Proxy Statement. Public Shareholders may elect
to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of proposals. If you wish
to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”. |
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section
13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of
15% of the Public Shares, without the Company’s prior written consent. Accordingly, if a Public Shareholder, alone or acting
in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would
not be redeemed for cash.
| Q. |
If
I own Public Rights, can I exercise redemption rights with respect to my Public Rights? |
| |
|
| A. |
No.
The holders of Public Rights have no redemption rights with respect to such Public Rights. |
| |
|
| Q. |
If
I am a Unit holder, can I exercise redemption rights with respect to my Units? |
| |
|
| A. |
No.
Holders of outstanding Units must separate the underlying Public Shares and Public Rights prior to exercising redemption rights with
respect to the Public Shares. |
If
you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions
to separate such Units into Public Shares and Public Rights. This must be completed far enough in advance to permit the mailing of the
Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from
the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question
“Who can help answer my questions?” below.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares and Public Rights. This must be completed far enough in advance
to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically
done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail
to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
| Q. |
What
do I need to do now? |
| |
|
| A. |
You
are urged to read carefully and consider the information contained in this Proxy Statement, including Annex A and Annex
B, and to consider how the Extension Amendment Proposal, the Trust Agreement Amendment
Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance
with the instructions provided in this Proxy Statement and on the enclosed proxy card or, if you hold your shares through a brokerage
firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| |
|
| Q. |
How
do I exercise my redemption rights? |
| |
|
| A. |
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Trust
Agreement Amendment and Extension Amendment, AlphaVest shareholders may seek to redeem all or a portion of their Public Shares for
a pro rata portion of the funds available in the Trust Account 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 funds held in the Trust Account and not previously released
to AlphaVest to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the
final prospectus, dated December 20, 2022, filed in connection with the IPO. In addition, pursuant to the Existing Charter, AlphaVest
may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may
not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting
or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date. |
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed
only if you:
| |
(i) |
(a) hold
Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and
Public Rights prior to exercising your redemption rights with respect to the Public Shares; |
| |
|
|
| |
(ii) |
submit
a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaVest redeem all or a portion of your Public Shares for cash; and |
| |
|
|
| |
(iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through DTC. |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●] p.m., Eastern
Time, on [●] (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares
to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment
Proposal. If the Extension, Trust Agreement Amendment and Extension Amendment are not consummated, the Public Shares will be returned
to the respective holder, broker or bank. The address of AlphaVest’s transfer agent is listed under the question “Who
can help answer my questions?” below. AlphaVest requests that any requests for redemption include the identity as to the beneficial
owner making such request, including such beneficial owner’s legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaVest’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaVest’s transfer agent
will need to act to facilitate the request. It is AlphaVest’s understanding that shareholders should generally allot at least one
week to obtain physical certificates from the transfer agent. However, because AlphaVest does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaVest’s consent, until a vote is taken with respect to the Extension, Trust Agreement Amendment and Extension Amendment,
if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption
rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the
Trustee at the phone number or address listed under the question “Who can help answer my questions?”
AlphaVest
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer
agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic
delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is approved
and the Extension, Trust Agreement Amendment and Extension Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
| Q. |
What
should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting? |
| |
|
| A. |
You
may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy
Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
|
| |
|
| Q. |
Who
will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting? |
| |
|
| A. |
AlphaVest
will pay the cost of soliciting proxies for the Extraordinary General Meeting. AlphaVest has engaged [●] to assist in the solicitation
of proxies for the Extraordinary General Meeting. AlphaVest will also reimburse banks, brokers and other custodians, nominees and
fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial
owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of AlphaVest
may also solicit proxies by telephone, by facsimile, by mail or on the internet. They will not be paid any additional amounts for
soliciting proxies. |
| Q. |
Who
can help answer my questions? |
| |
|
| A. |
If
you have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should
contact: |
AlphaVest
Acquisition Corp
420
Lexington Ave, Suite 2446
New
York, NY 10170
Tel:
(203) 998-5540
You
may also contact the proxy solicitor for AlphaVest at:
[PROXY
SOLICITOR INFORMATION]
To
obtain timely delivery, AlphaVest shareholders must request the materials no later than [●], or five (5) business days prior
to the date of the Extraordinary General Meeting. You may also obtain additional information about AlphaVest from documents filed with
the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If
you intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically
or electronically) to the transfer agent on or before [●] p.m. Eastern Time on [●] (two business days before the scheduled
vote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise
my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares,
please contact the transfer agent:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor New York, NY 10004
Attn:
[●]
Email:
[●]@continentalstock.com
EXTRAORDINARY
GENERAL MEETING OF ALPHAVEST
This
Proxy Statement is being provided to AlphaVest shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary
General Meeting of AlphaVest shareholders to be held on [●], 2023 and at any adjournment thereof. This Proxy Statement contains
important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information
you may find useful in determining how to vote and voting procedures.
This
Proxy Statement is being first mailed on or about [●], 2023 to all shareholders of record of AlphaVest as of [●], the Record
Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date
are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.
Date,
Time and Place of Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] p.m. Eastern Time on [●], 2023, at the offices of Winston & Strawn
LLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast by visiting https://www.[●] and
entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held at such other date, time
and place to which such meeting may be adjourned, to consider and vote on the proposals.
Proposals
at the Extraordinary General Meeting
At
the Extraordinary General Meeting, AlphaVest shareholders will consider and vote on the following proposals:
| ● |
Proposal
No. 1—Extension Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s Existing Charter
by adopting AlphaVest’s Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A
to the Proxy Statement. which reflects the extension of the date by which the Company must consummate a business combination up to
four (4) times from December 22, 2023 to December 22, 2024, with each Extension comprised of three-months (i.e., for a period of
time ending up to 24 months after the consummation of its IPO) for a total of twelve (12) months after the Termination Date (assuming
a Business Combination has not occurred); |
| |
|
| ● |
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by ordinary resolution, to amend AlphaVest’s Trust Agreement,
by and between the Company and the Trustee. The Trust Agreement Amendment proposes to allow the Company to extend the Termination Date
up to four (4) times for an additional three (3) month each time from the Termination Date or the Extended Date, as applicable, to December
22, 2024 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended Date and
depositing into the Trust Account the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days prior to such Extension
for each Extension until December 22, 2024 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing,
unsecured promissory note payable upon the consummation of a Business Combination; and |
| |
|
| ● |
Proposal
No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the
time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the
Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment
and Extension. |
Voting
Power; Record Date
As
a shareholder of AlphaVest, you have a right to vote on certain matters affecting AlphaVest. The proposals that will be presented at
the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this Proxy Statement.
You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close
of business on [●], which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each
Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are
in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you
beneficially own are properly counted. On the Record Date, there were [●] issued and outstanding shares, of which [●] shares
were held by holders of Public Shares and [●] Founder Shares were held by the initial shareholders.
Recommendation
of the Board
THE
BOARD RECOMMENDS
THAT
YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
and Required Vote for Proposals for the Extraordinary General Meeting
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail
to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect
will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting
and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary
General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the
holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person
or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust Agreement
Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent (65%) of the then outstanding
Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative
vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present
in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of [●] Founder Shares held by the Sponsor and the officers and directors of
AlphaVest, representing approximately [●]% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 3,839,834
Public Shares, or 55.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.
Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five
percent (65%) of the then outstanding Ordinary Shares. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 3,686,825 Public Shares or 53.4% of the Public Shares to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal, assuming all of outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,309,751
or 33.5% of the outstanding Public Shares outstanding to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment
Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust
Agreement Amendment Proposal at the Extraordinary General Meeting.
It
is possible that AlphaVest will not be able to complete its initial Business Combination on or before the Termination Date, or by the
last Extended Date, December 22, 2024, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If
AlphaVest fails to complete its initial Business Combination on or before the Termination Date, or by the last Extended Date, December
22, 2024, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest will be required to
dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.
Voting
Your Shares—Shareholders of Record
If
you are an AlphaVest shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own
in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more
proxy cards show the number of Ordinary Shares that you own.
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, 77002 United States.
Voting
by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to virtually attend the Extraordinary General Meeting so that your shares will be voted if
you are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that
your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you
hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided
to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as
recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust
Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●] p.m.,
New York Time, on [●].
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on their proxy card.
Voting
Your Shares—Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares
and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from AlphaVest. Simply complete and mail the proxy card to ensure that your vote is counted. You may
be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet
and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return
your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must
first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to virtually attend the Extraordinary
General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank
to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, you must then register to virtually attend the Extraordinary General
Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee.
Requests for registration should be directed to [●]. Written requests can be mailed to:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004
Attn:
[●]
Requests
for registration must be labeled as “Legal Proxy” and be received no later than [●] p.m., New York Time, on [●].
You
will receive a confirmation of your registration by email after AlphaVest receives your registration materials. You may virtually attend
the Extraordinary General Meeting by visiting https://www.[●] and entering the voter control number included on your proxy card.
You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during
the Extraordinary General Meeting. Follow the instructions provided to vote. AlphaVest encourages you to access the Extraordinary General
Meeting prior to the start time leaving ample time for the check in.
Attending
the Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] p.m. Eastern Time, on [●], at the offices of Winston & Strawn LLP,
located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast at https://www.[●]. You will be able
to attend the Extraordinary General Meeting virtually by logging into the meeting website and entering the voter control number included
on your proxy card. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control
number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting
only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing
any one of the following:
| |
● |
you
may send another proxy card with a later date; |
| |
● |
you
may notify AlphaVest’s Chief Executive Officer in writing to AlphaVest Acquisition Corp, 420 Lexington Ave, Suite 2446, New
York, NY 10170 Attn: Yong (David) Yan before the Extraordinary General Meeting that you have revoked your proxy; or |
| |
● |
you
may attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above. |
No
Additional Matters
The
Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust
Agreement Amendment Proposal and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident to the
conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not
included in this Proxy Statement, which serves as the notice of the Extraordinary General Meeting.
Who
Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [●], AlphaVest’s
proxy solicitor.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Trust
Agreement Amendment and Extension Amendment, each holder of Public Shares may seek to redeem all or a portion of their Public Shares
for a pro rata portion of the funds available in the Trust Account 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 funds held in the Trust Account and not previously released to
AlphaVest to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final
prospectus, dated December 20, 2022, filed in connection with the IPO. If you exercise your redemption rights, you will be exchanging
your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter, AlphaVest may not redeem
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by
the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, AlphaVest
may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and
may liquidate on the Termination Date.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension, Trust Agreement Amendment and Extension Amendment are consummated. As a holder of Public Shares, you will be entitled
to receive cash for any Public Shares to be redeemed only if you:
(i)
(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and
Public Rights prior to exercising your redemption rights with respect to the Public Shares;
(ii)
submit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaVest redeem all or a portion of your Public Shares for cash; and
(iii)
deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or
electronically through DTC.
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●] p.m., Eastern
Time, on [●] (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares
to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment
Proposal. If the Extension, Trust Agreement Amendment and Extension Amendment are not consummated, the Public Shares will be returned
to the respective holder, broker or bank. The address of AlphaVest’s transfer agent is listed under the question “Who
can help answer my questions?” below. AlphaVest requests that any requests for redemption include the identity as to the beneficial
owner making such request, including such beneficial owner’s legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaVest’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaVest’s transfer agent
will need to act to facilitate the request. It is AlphaVest’s understanding that shareholders should generally allot at least one
week to obtain physical certificates from the transfer agent. However, because AlphaVest does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaVest’s consent, until a vote is taken with respect to the Extension, Trust Agreement Amendment and Extension Amendment,
if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption
rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the
Trustee at the phone number or address listed under the question “Who can help answer my questions?”
AlphaVest
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent
electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery
prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension, Trust Agreement Amendment and Extension
Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
Each
redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $[●] as of the Record Date. Prior to their exercising redemption rights, AlphaVest shareholders
should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares
in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.
There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower
than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of AlphaVest, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely
demand redemption.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension, Trust Agreement Amendment
and Extension Amendment implemented, and if and a Business Combination is not consummated by the Termination Date, or such later date
that may be approved by AlphaVest shareholders, AlphaVest will be required to dissolve and liquidate the Trust Account by returning the
then remaining funds in such account to the holders of Public Shares and all of AlphaVest’s rights will expire worthless.
Appraisal
Rights
There
are no appraisal rights available to AlphaVest shareholders in connection with the Extension Amendment Proposal.
Proxy
Solicitation Costs
AlphaVest
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on
the internet. AlphaVest has engaged [●] to assist in the solicitation of proxies for the Extraordinary General Meeting. AlphaVest
and its directors, officers and employees may also solicit proxies on the internet. AlphaVest will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
AlphaVest
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this
Proxy Statement and the related proxy materials. AlphaVest will reimburse brokerage firms and other custodians for their reasonable out-of-pocket
expenses for forwarding this Proxy Statement and the related proxy materials to AlphaVest shareholders. Directors, officers and employees
of AlphaVest who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Initial Shareholders
In
considering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal
shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in consummating
a Business Combination that are different from, or in addition to, those of other shareholders generally. AlphaVest’s directors
are aware of and will consider these interests, among other matters, in evaluating a potential Business Combination, in recommending
to shareholders that they approve a Business Combination and in agreeing to vote their shares in favor of a Business Combination. Shareholders
should take these interests into account in deciding whether to approve a Business Combination. These interests include, among other
things:
| |
● |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest will cease all operations except
for the purpose of winding up, redeeming 100% of the outstanding AlphaVest Public Shares for cash and, subject to the approval of
its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and AlphaVest’s
directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.014
per share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect
to such shares. Such shares had an aggregate market value of $[●] based upon the closing price of $[●] per share on Nasdaq
on the Record Date. |
| |
● |
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 Private Units to the Sponsor, and 25,000 Private Units to
EBC at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000. On December 29, 2022,
EarlyBirdCapital, Inc. exercised the Overallotment to purchase an additional 900,000 Units at a public offering price of $10.00 per
Unit, generating additional gross proceeds to the Company of $9,000,000. Simultaneously with the closing of the Overallotment, the
Company completed the private sale of an additional 37,904 Private Units to the Sponsor and the private sale of an additional 2,596
Private Units to EBC, each at a purchase price of $10.00 per Private Unit, generating additional gross proceeds to the Company of
$405,000. The Private Placement Units and Ordinary Shares underlying the Private Placement Units will become worthless if AlphaVest
does not consummate a business combination by the Termination Date or such later date that may be approved by AlphaVest shareholders
in accordance with the Existing Charter. |
| |
● |
The
Sponsor and AlphaVest’s directors and officers paid significantly less for their Founder Shares than other Public Shareholders
paid for their Public Shares purchased in the IPO or shares purchased in the open market thereafter. Even if the trading price of
the Ordinary Shares were as low as $[●] per share, the aggregate market value of the Founder Shares alone would be approximately
equal to the initial investment in the Company by the Sponsor and AlphaVest’s officers and directors. As a result, if a Business
Combination is completed, the Sponsor, officers and directors are likely to be able to make a substantial profit on their investment
in us even at a time when the Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal are not approved and the Company liquidates without completing its Business Combination
before the Termination Date, the Sponsor, officers and directors will lose their entire investment in us. |
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Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per public share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net
of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who
executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the
underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |
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The
Existing Charter contains a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets
that have been appropriate for a combination with AlphaVest but were not offered due to an AlphaVest director’s duties to another
entity. AlphaVest does not believe that the waiver of the corporate opportunity doctrine in its Existing Charter interfered with
its ability to identify an acquisition target. |
Additionally,
if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and AlphaVest consummates an initial Business
Combination, the officers and directors of AlphaVest may have additional interests as described in the Proxy Statement/prospectus for
such transaction.
PROPOSAL
NO. 1—THE EXTENSION AMENDMENT PROPOSAL
Overview
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14, 2022, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. AlphaVest has reviewed, and continues to review, a number of opportunities to enter into
a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the
target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
because we have no operations and nominal assets consisting almost entirely of cash.
On
December 22, 2022, AlphaVest consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per
share, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the
completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022, EBC exercised its over-allotment option, to purchase an additional 900,000 Units
at a public offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 private units to the Sponsor, and 25,000 private units to EBC
(collectively, the “Private Units”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the
Company of $3,900,000. Simultaneously with the closing of the Overallotment, the Company completed the private sale of an additional
37,904 Private Units to the Sponsor and the private sale of an additional 2,596 Private Units to EBC, each at a purchase price of $10.00
per Private Unit, generating additional gross proceeds to the Company of $405,000. Transaction costs amounted to $3,734,629 consisting
of $1,725,000 of underwriting fees, $629,929 of other offering costs.
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares
sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.
AlphaVest
is proposing to amend its Existing Charter to give the Company the right to extend the Combination Period from December 22, 2023 up to
four (4) times for an additional three (3) months each time up to December 22, 2024 (i.e., for a period of time ending up to 24 months
after the consummation of its IPO) by depositing into the Trust Account, for each three-month extension, the Extension Payment after
giving effect to the Redemption. A copy of the proposed Second Amended and Restated Memorandum and Articles of Association of AlphaVest
is attached to this Proxy Statement as part of Annex A.
Proposed
Business Combination
On
August 11, 2023, AlphaVest entered into a business combination agreement (the “Wanshun Business Combination Agreement”) with
AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and
Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).
Pursuant
to the terms of the Wanshun Business Combination Agreement, a business combination between the Company and Wanshun will be effected through
the merger of Merger Sub with and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company (the “Merger,”
and together with the transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby,
the “Transactions”).
Reasons
for the Extension Amendment Proposal
The
Existing Charter currently provides that AlphaVest has until the Termination Date to complete an initial Business Combination. AlphaVest
and its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to
complete a Business Combination unless AlphaVest provided holders of its Public Shares with the right to seek redemption of their Public
Shares in connection therewith. The Board has determined that it is in the best interests of AlphaVest to seek an extension of the Termination
Date and have AlphaVest shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to a Business Combination, circumstances warrant providing Public
Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Extension Amendment
Proposal is approved and the Extension, Trust Agreement Amendment and Extension Amendment are implemented, there is no assurance that
AlphaVest will be able to consummate a Business Combination by the last Extended Date, December 22, 2024, given the actions that must
occur prior to closing of a Business Combination.
Under
the Existing Charter, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of the two (2) additional three-month
extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’
advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such three-month extension,
on or prior to the date of the applicable Business Combination deadline $690,000, (or $0.10 per share) for each extension. . If the Extension
Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of four (4) additional
three-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five
days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such three-month
extension, on or prior to the date of the applicable Business Combination deadline the lesser of $210,000 or an amount equal to 1% of
the Trust Account two (2) days after giving effect to the Redemption.. In the event that our Sponsor elects to extend the time to complete
a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive
a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the
event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the
event that we receive notice from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect
an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Business Combination
deadline. In addition, we intend to issue a press release the day after the applicable Business Combination deadline announcing whether
or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to
extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates
or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the
entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible
but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust
Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate. However, we
may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders.
In the event of our dissolution and liquidation, the rights will expire and be worthless.
The
Extension Amendment Proposal is essential to allowing AlphaVest additional time to consummate a Business Combination in the event a Business
Combination is for any reason not completed on or before the Termination Date. Approval of the Extension Amendment Proposal is a condition
to the implementation of the Extension and Extension Amendment. In addition, pursuant to the Existing Charter, AlphaVest may not redeem
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by
the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, AlphaVest may nevertheless choose not
to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date.
If
the Extension Amendment Proposal is Not Approved
The
approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which
we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Extension and Extension
Amendment unless our shareholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension and
Extension Amendment are satisfied or waived. If the Extension Amendment Proposal is not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (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
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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the [●] Founder Shares
held by them. There will be no distribution from the Trust Account with respect to AlphaVest’s rights, which will expire worthless
in the event AlphaVest dissolves and liquidates the Trust Account.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, AlphaVest’s Second Amended and Restated Memorandum and Articles of Association, in
substantially the form that appears in Annex A hereto, will be adopted with immediate effect and AlphaVest will proceed to file
the Second Amended and Restated Memorandum and Articles of Association, together with other necessary documents, with the Cayman Islands
Registrar of Companies. The Company’s Second Amended and Restated Memorandum and Articles of Association gives the Company the
right to extend the Combination Period from December 22, 2023 up to four (4) times for an additional three (3) months each time up to
December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its IPO). AlphaVest will then continue
to attempt to consummate a Business Combination until the last Extended Date, December 22, 2024. AlphaVest will remain a reporting company
under the Exchange Act and its Units, Public Shares and Public Rights will remain publicly traded during this time.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do
not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,
you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public
Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the
last Extended Date, December 22, 2024. If AlphaVest enters into a definitive agreement with a target to consummate a Business Combination,
the vote by AlphaVest shareholders to approve such Business Combination will occur at a separate meeting of AlphaVest shareholders, to
be held at a later date, and the solicitation of proxies from AlphaVest shareholders in connection with such separate meeting, and the
related right of AlphaVest shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Extension Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus.
If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal is implemented, you should elect
to “redeem” your Public Shares in connection with the Extraordinary General Meeting.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Trust
Agreement Amendment and Extension Amendment, each Public Shareholder may seek to redeem all or a portion of its Public Shares for a pro
rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption
rights, you will be exchanging your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter,
AlphaVest may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition
may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, AlphaVest may nevertheless
choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on
the Termination Date.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Please
see the section titled “Extraordinary General Meeting—Redemption Rights” for more information on how to exercise
your redemption rights.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING
REDEMPTION RIGHTS
The
following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect
to have their Public Shares redeemed for cash if the Extension Amendment Proposal is approved. This discussion applies only to Public
Shares that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion
does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances
or status, including:
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the
Sponsor or our directors and officers; |
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financial
institutions or financial services entities; |
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taxpayers
that are subject to the mark-to-market method of accounting; |
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governments
or agencies or instrumentalities thereof; |
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regulated
investment companies or real estate investment trusts; |
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expatriates
or former long-term residents of the United States; |
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persons
that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes
of our shares; |
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persons
that acquired Public Shares pursuant to an exercise of employee share options or upon payout of a restricted share unit, in connection
with employee share incentive plans or otherwise as compensation or in connection with the performance of services; |
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persons
that hold Public Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
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persons
whose functional currency is not the U.S. dollar; |
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controlled
foreign corporations; or |
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passive
foreign investment companies. |
This
discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations
promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing
is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion
does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative
minimum tax or the Medicare tax on net investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We
have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise
of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below
or that any such positions would not be sustained by a court.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through
such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Public Shares,
the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such
partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption
rights to them.
EACH
HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS,
INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
As
used herein, a “U.S. Holder” is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:
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a
citizen or individual resident of the United States; |
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a
corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized
(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
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an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
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a
trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S.
person. |
Redemption
of Public Shares
In
addition to the PFIC considerations discussed below under “— PFIC Considerations,” the U.S. federal income tax
consequences of the redemption of a U.S. Holder’s Public Shares pursuant to an exercise of redemption rights will depend on whether
the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section
301 of the Code.
If
the redemption qualifies as a sale of Public Shares, a U.S. Holder will be treated as described below under the section entitled “—
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.” If the redemption does not qualify
as a sale of Public Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under
the section entitled “— Taxation of Distributions.”
The
redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially
disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S.
Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests
are explained more fully below.
For
purposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary
shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares
owned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have
an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option.
The
redemption of ordinary shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder
if the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately
after the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder
actually or constructively owned immediately before the redemption. Prior to an initial business combination, the Public Shares may not
be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There
will be a complete termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively
owned by such U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S.
Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain
family members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Public Shares will not be
essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate
interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate
interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even
a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a distribution to the redeeming holder
and the tax effects to such U.S. Holder will be as described below under the section entitled “— Taxation of Distributions.”
After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares will be added to such
holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder should consult its tax adviser
as to the allocation of remaining basis.
U.S.
Holders should consult their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.
Taxation
of Distributions.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal
income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income
tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received
deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect
to non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) Public Shares
are readily tradable on an established securities market in the United States or (ii) Public Shares are eligible for the benefits of
an applicable income tax treaty, in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend
was paid or in any previous year and certain holding period and other requirements are met. Because we believe it is likely that we were
a PFIC for our prior taxable year ended December 31, 2022, it is likely that the lower applicable long-term capital gains rate would
not apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights with respect to the
Public Shares may prevent the holding period of such shares from commencing prior to the termination of such rights. U.S. Holders should
consult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend with respect to Public
Shares.
Distributions
in excess of our current and accumulated earnings and profits will generally constitute a return of capital that will be applied against
and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Public Shares. Any remaining excess will be treated
as gain realized on the sale or other disposition of the Public Shares and will be treated as described below under the section entitled
“— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.”
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain
or loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the
Public Shares redeemed.
Under
tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income
tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding
period for the ordinary shares exceeds one year at the time of disposition. However, it is unclear whether the redemption rights with
respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior
to the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different
blocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors
to determine how the above rules apply to them.
PFIC
Considerations
A
foreign corporation will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if
at least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least
50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly
over the year, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents
and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and net gains from the disposition
of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income
test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable
year the corporation has gross income (the “start-up year”), if (i) no predecessor of the corporation was a PFIC; (ii) the
corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (iii) the
corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us is uncertain and will
not be known until after the close of our current taxable year (or possibly not until after the close of the first two taxable years
following our start-up year, as described under the start-up exception). After the acquisition of a company or assets in a business combination,
we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as
well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then
we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for our
current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. Accordingly,
there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and
the U.S. Holder did not make a timely and effective “qualified election fund” election (a “QEF Election”)
for each of our taxable years as a PFIC in which the U.S. Holder held Public Shares, a QEF Election along with a purging election, or
a “mark-to-market” election, then such holder will generally be subject to special rules (the “Default PFIC Regime”)
with respect to:
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any
gain recognized by the U.S. Holder on the sale or other disposition of its Public Shares; and |
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any
“excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year
of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its
ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period
for such ordinary shares). |
Under
the Default PFIC Regime:
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the
U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public
Shares; |
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the
amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess
distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which
we are a PFIC, will be taxed as ordinary income; |
| |
● |
the
amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s
holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| |
● |
an
additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect
of the tax attributable to each such other taxable year of such U.S. Holder. |
THE
PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER
A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING
OR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Information
Reporting and Backup Withholding
Payments
of cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible
U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the
holders of two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented
by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually)
or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any
vote on the Extension Amendment Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of [●] Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately [●]% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, the Company will need 3,839,834 Public Shares, or 55.6% of the outstanding Public
Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.
Our
Board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal. In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount
that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless
choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on
the Termination Date.
Full
Text of Resolution
“It
is resolved as a special resolution, that the AlphaVest’s Amended and Restated Memorandum and Articles of Association, dated as
of December 19, 2022 (the “Existing Charter”) be deleted in its entirety and in substitution in their place the AlphaVest
Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “Extension
Amendment”) be adopted which reflects the extension of the date by which the Company must consummate a business combination
(the “Combination Period”) from December 22, 2023 (the “Termination Date”) up to four (4) times,
for an additional three (3) months each time (each an “Extension”) up to December 22, 2024 (i.e., for a period of
time ending up to 24 months after the consummation of its initial public offering) (the “IPO”)) for a total of twelve (12)
months after the Termination Date (assuming a Business Combination has not occurred). The end date of each Extension shall be referred
to herein as the “Extended Date”.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
EXTENSION AMENDMENT PROPOSAL.
Our
Board expresses no opinion as to whether you should redeem your Public Shares.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 2—THE TRUST AGREEMENT AMENDMENT PROPOSAL
Overview
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14, 2022, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. AlphaVest has reviewed, and continues to review, a number of opportunities to enter into
a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the
target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
because we have no operations and nominal assets consisting almost entirely of cash.
On
December 22, 2022, AlphaVest consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per
share, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the
completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022, EBC exercised its over-allotment option, to purchase an additional 900,000 Units
at a public offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 Private Units to the Sponsor, and 25,000 Private Units to EBC
at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000. Simultaneously with the closing
of the Overallotment, the Company completed the private sale of an additional 37,904 Private Units to the Sponsor and the private sale
of an additional 2,596 Private Units to EBC, each at a purchase price of $10.00 per Private Unit, generating additional gross proceeds
to the Company of $405,000. Transaction costs amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other
offering costs.
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares
sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.
AlphaVest
is proposing to amend its Trust Agreement to allow the Company to extend the Termination Date up to four (4) times for an additional
three (3) month each time from the Termination Date or the Extended Date, as applicable, to December 22, 2024 by providing five days’
advance notice to the Trustee prior to the applicable Termination Date or Extended Date, as applicable, and by depositing into the Trust
Account, for each three-month extension, the Extension Payment after giving effect to the Redemption. A copy of the proposed amendment
to the Trust Agreement is attached to this Proxy Statement as part of Annex B.
Proposed
Business Combination
On
August 11, 2023, AlphaVest entered into a business combination agreement with, Merger Sub and Wanshun.
Pursuant
to the terms of the Wanshun Business Combination Agreement, a business combination between the Company and Wanshun will be effected through
the merger of Merger Sub with and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company.
Reasons
for the Trust Agreement Amendment Proposal
The
Trust Agreement currently provides that AlphaVest has until the Termination Date to complete an initial Business Combination. The Board
has determined that it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders
approve the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The Board believes
that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s commitment
of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing
Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Trust Agreement
Amendment Proposal is approved and the Trust Agreement Amendment is implemented, there is no assurance that AlphaVest will be able to
consummate a Business Combination by the last Extended Date, December 22, 2024, given the actions that must occur prior to closing of
a Business Combination.
Pursuant
to the Existing Charter and Trust Agreement, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of the
three (3) additional three-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or
designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such three-month extension, on or prior to the date of the applicable Business Combination deadline $690,000, (or $0.10 per
share) for each extension. . If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our
Sponsor, avail ourselves of four (4) additional three-month extension periods to consummate the Business Combination, subject to the
Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing
into the Trust Account for each such three-month extension, on or prior to the date of the applicable Business Combination deadline the
lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days after giving effect to the Redemption.. In the event that
our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment
into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension
Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available
outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Business Combination
deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days
prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after the applicable Business
Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not
obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not
all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such
affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time
period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata
portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account
and not previously released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve
and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over
the claims of our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire and be worthless.
The
Trust Agreement Amendment Proposal is essential to allowing AlphaVest additional time to consummate a Business Combination in the event
a Business Combination is for any reason not completed on or before the Termination Date. Approval of the Trust Agreement Amendment Proposal
is a condition to the implementation of the Trust Agreement Amendment. In addition, pursuant to the Existing Charter, AlphaVest may not
redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived
by the Board. Notwithstanding the foregoing, even if the Trust Agreement Amendment Proposal is approved, AlphaVest may nevertheless choose
not to hold the Extraordinary General Meeting or not to amend the Trust Agreement and may liquidate on the Termination Date.
If
the Trust Agreement Amendment Proposal is Not Approved
The
approval of the Trust Agreement Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by
which we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Trust Agreement Amendment
unless our shareholders approve the Trust Agreement Amendment Proposal and the other conditions to implementing the Trust Agreement Amendment
are satisfied or waived. If the Trust Agreement Amendment Proposal is not approved and a Business Combination is not consummated by the
Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest (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 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 on
the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve
and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the [●] Founder Shares
held by them. There will be no distribution from the Trust Account with respect to AlphaVest’s rights, which will expire worthless
in the event AlphaVest dissolves and liquidates the Trust Account.
If
the Trust Agreement Amendment Proposal is Approved
If
the Trust Agreement Amendment Proposal is approved, the Company will then continue to attempt to consummate a business combination until
the applicable Termination Date or until the Board determines in its sole discretion that it will not be able to consummate an initial
business combination by the applicable Termination Date as described below and does not wish to seek an additional extension.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do
not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,
you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public
Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the
last Extended Date, December 22, 2024. If AlphaVest enters into a definitive agreement with a target to consummate a Business Combination,
the vote by AlphaVest shareholders to approve such Business Combination will occur at a separate meeting of AlphaVest shareholders, to
be held at a later date, and the solicitation of proxies from AlphaVest shareholders in connection with such separate meeting, and the
related right of AlphaVest shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Trust Agreement Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus.
If you want to ensure your Public Shares are redeemed in the event the Trust Agreement Amendment Proposal is implemented, you should
elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.
Vote
Required for Approval
Approval
of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares. Failure to vote in person (including virtually) or by proxy at the Extraordinary General
Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Trust Agreement Amendment
Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of [●] Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately [●]% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 3,686,825 Public
Shares or 53.4% of the Public Shares to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.
Our
Board will abandon and not implement the Trust Agreement Amendment unless our shareholders approve the Trust Agreement Amendment Proposal
and the Extension Amendment Proposal. In addition, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount
that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
the foregoing, even if the Trust Agreement Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary
General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date.
Full
Text of Resolution
“It
is resolved that the AlphaVest’s investment management trust agreement, dated as of December 19, 2022 (as amended, the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”)
be amended to allow the Company to extend the Termination Date from December 22, 2023 up to four (4) times for an additional three (3)
months each time up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its initial public
offering) by providing five days advance notice to the Trustee prior to the applicable Termination Date and depositing into the trust
account (the “Trust Account”), for each three-month extension, the lesser of $210,000 or an amount equal to 1% of
the Trust Account two (2) days after giving effect to the Redemption (the “Extension Payment”) until December 22,
2024 pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
TRUST AGREEMENT AMENDMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 3—THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit
further solicitation of proxies, or to provide additional time to effectuate the Extension, Trust Agreement Amendment and Extension Amendment.
The Adjournment Proposal will only be presented to AlphaVest shareholders in the event, based on the tabulated votes, there are not sufficient
votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal
or in the event that the Board determines that additional time is necessary to effectuate the Extension, Trust Agreement Amendment and
Extension Amendment.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn the Extraordinary General Meeting
to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting
to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually)
or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any
vote on the Adjournment Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of [●] Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately [●]% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, assuming all of outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,309,751
or 33.5% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal
will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement
Amendment Proposal at the Extraordinary General Meeting.
Full
Text of Resolution
“It
is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary
General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or
the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, Trust Agreement Amendment and Extension
Amendment.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
APPROVAL OF THE ADJOURNMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed
with the SEC on March 31, 2023, and in other reports AlphaVest filed with the SEC, including AlphaVest’s Quarterly Reports on Form
10-Q for the periods ended March 31, 2023, filed with the SEC on May 22, 2023, June 30, 2023, filed with the SEC on August 11, 2023,
and September 30, 2023, filed with the SEC on November 3, 2023, and in other reports we file with the SEC before making a decision to
vote on the proposals described in this Proxy Statement or to redeem or continue to hold your Public Shares. Furthermore, if any of the
following events occur, our business, financial condition and operating results may be materially adversely affected or we could face
liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The
risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
There
are no assurances that the Extension Amendment, the Trust Agreement Amendment and Extensions will enable us to complete an initial Business
Combination.
Approving
the Extension Amendment, the Trust Agreement Amendment Proposal and Extension involves a number of risks. Even if the Extension Amendment,
the Trust Agreement Amendment Proposal and Extensions are approved, the Company can provide no assurances that an initial Business Combination
will be consummated prior to the expiration of the last Extended Date, December 22, 2024. Our ability to consummate an initial Business
Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal are approved and the other conditions to implementing the Extension, Trust Agreement Amendment and Extension
Amendment are satisfied or waived, the Company expects to continue to work to consummate its initial Business Combination and shareholder
approval of such initial Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with
the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder
vote to approve an initial Business Combination. Even if the Extension, Extension Amendment, or initial Business Combination are approved
by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial Business Combination
on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension,
Extension Amendment, and an initial Business Combination vote could exacerbate these risks. Other than in connection with a redemption
offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market.
The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable
prices, or at all.
The
SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time
needed to complete an initial Business Combination and may constrain the circumstances under which we could complete a Business Combination.
The need for compliance with the SPAC Rule Proposals (as defined below) may cause us to liquidate the funds in the Trust Account or liquidate
the Company at an earlier time than we might otherwise choose.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures
in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”)
such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies;
the use of projections in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain
participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the
Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they
satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals
have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements
on SPACs.
Certain
of the procedures that we, a potential initial Business Combination target, or others may determine to undertake in connection with the
SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating
and completing a Business Combination, and may make it more difficult to complete an initial Business Combination. The need for compliance
with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than
we might otherwise choose.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination
and liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a Business Combination.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would
then be required to complete a Business Combination no later than 24 months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, where it has been less than 18 months since the effective date of its IPO Registration
Statement. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds
and may hinder our ability to complete the Business Combination and our activities would be severely restricted. In addition, we would
be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine, in our discretion, to
liquidate the securities held in the Trust Account prior to the 18-month anniversary if we have not entered into an agreement with a
target company for a Business Combination prior to that time, or may determine in our discretion to otherwise due so prior to the 24-month
anniversary, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less
interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.
This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing
the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. Alternatively, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine we may abandon our efforts
to consummate a Business Combination and instead liquidate the Company. If we are required to liquidate, you may lose all or part of
your investment in the Company and our investors would not be able to realize the benefits of owning shares in a successor operating
business, including the potential appreciation in the value of our shares and rights following such a transaction, and our rights would
expire and become worthless.
We
may not be able to complete our initial Business Combination of a foreign target if it becomes subject to review or approval by regulatory
authorities pursuant to certain U.S. or foreign laws or regulations.
Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial Business Combination to be consummated by us with any foreign target (including, but
not limited to, a Singapore target), we may not be able to consummate an initial Business Combination with such target.
For
example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning
more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition,
U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may
require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that
may affect national security are subject to review by the Committee on Foreign Investment in the United States. CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to
determine the effect of such transactions on the national security of the United States.
Outside
the United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target
companies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated
industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.
U.S.
and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval
of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able
to consummate a Business Combination.
As
a result of these various restrictions, even though a Business Combination may be approved by the Board, a governmental or regulatory
body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy. Because
we currently only have a limited time to complete a Business Combination, our failure to obtain any required approvals within the requisite
time period may require us to liquidate. If we liquidate, our public stockholders may only receive $[●] per share, and our rights
will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.
Our
ability to complete a business combination may be impacted by the fact that our Sponsor’s major shareholder, Pengfei Zheng, is
a non-U.S. person, and a majority of our officers and directors are located in or have significant ties to the People’s Republic
of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive partner to potential target companies outside the
PRC, thereby limiting our pool of acquisition candidates and making it harder for us to complete an initial business combination with
a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company
since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Our
Sponsor is currently controlled by Mr. Pengfei Zheng. In addition, a majority of our directors and officers are located in, or have significant
ties to, China, including Hong Kong, Taiwan and Macau. As a result, we may be a less attractive partner to potential target companies
outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder
for us to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete
an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment
regulations and review by a U.S. government entity. Certain federally licensed businesses in the United States, such as broadcasters
and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized
to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect
of such transactions on the national security of the United States. We may be considered a “foreign person” under such rules
and regulations and any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security could be subject to such foreign ownership restrictions and/or CFIUS review.
The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to
mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate a business combination with such business.
In
addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,
determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear
the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership
issues.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we currently only have 9 months (or 18 months
if we extend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain
any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If
we liquidate, our Public Shareholders may only receive $10.18 per share initially, and our rights will expire worthless. Our Public Shareholders
may also lose the potential investment opportunity in a target company and the opportunity of realizing future gains on such investments
through any price appreciation in the combined company.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of AlphaVest’s Ordinary Shares as of the Record Date
based on information obtained from the persons named below, with respect to the beneficial ownership of shares of AlphaVest’s Ordinary
Shares, by:
| |
● |
each
person known by AlphaVest to be the beneficial owner of more than 5% of AlphaVest’s outstanding Ordinary Shares; |
| |
● |
each
of AlphaVest’s executive officers and directors that beneficially owns Ordinary Shares; and |
| |
● |
all
AlphaVest’s executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options, rights, and warrants that are
currently exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on [●] outstanding shares (including [●] Public Shares and [●] Founder
Shares) issued and outstanding as of the Record Date.
Voting
power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the
holders of the Ordinary Shares vote together as a single class. The table below does not include the Ordinary Shares underlying the Private
Placement Units held or to be held by the Sponsor because these securities are not exercisable within 60 days of this Proxy Statement.
Unless
otherwise indicated, AlphaVest believes that all persons named in the table have sole voting and investment power with respect to all
Ordinary Shares beneficially owned by them.
| | |
| | |
Percentage of | |
| | |
| | |
Outstanding | |
| | |
Number of Shares | | |
Ordinary | |
| Name and Address of Beneficial Owner (1) | |
Beneficially Owned | | |
Shares | |
| AlphaVest Holding LP (2) | |
| 1,092,904 | | |
| 11.9 | % |
| Peace Capital Limited (2) | |
| 1,035,000 | | |
| 11.3 | |
| Pengfei Zheng(2) | |
| 2,127,904 | | |
| 23.2 | % |
| Yong (David) Yan(3) | |
| - | | |
| - | % |
| Song (Steve) Jing(3) | |
| - | | |
| - | % |
| Shu Wang | |
| - | | |
| - | |
| Li (Helen) Wei | |
| | | |
| | |
| All executive officers and directors as a group (6 individuals) | |
| 2,127,904 | | |
| 23.2 | % |
| Wealthspring Capital LLC (4) | |
| 47,000 | | |
| 5.2 | % |
| (1)
|
Unless
otherwise noted, the business address of each of the following entities or individuals is c/o AlphaVest Acquisition Corp, 420 Lexington
Ave, Suite 2446, New York, NY 10170. |
| |
|
| (2)
|
Our
Sponsor is the record holder of founder shares reported herein. Mr. Zheng is the sole director and shareholder of Peace Capital Limited,
which owns 62.5% of the Sponsor entity. Accordingly, he is deemed to be the beneficial owner of such shares. This includes 345,000
Ordinary Shares which TenX Global Capital LP holds through our Sponsor. |
| |
|
| (3) |
Does
not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor. |
| |
|
| (4) |
According
to a Schedule 13G filed with the SEC on December 30, 2022, the Ordinary Shares are held by Wealthspring Capital LLC (“Wealthspring”);
Matthew Simpson, who is a manager of Wealthspring; and David Gallers, who is a manager of Wealthspring. The address for Wealthspring
and each of Messrs. Simpson and Gallers is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604. |
HOUSEHOLDING
INFORMATION
Unless
AlphaVest has received contrary instructions, AlphaVest may send a single copy of this Proxy Statement to any household at which two
or more shareholders reside if AlphaVest believes the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce AlphaVest’s expenses. However, if
shareholders prefer to receive multiple sets of AlphaVest’s disclosure documents at the same address this year or in future years,
the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together
both of the shareholders would like to receive only a single set of AlphaVest’s disclosure documents, the shareholders should follow
these instructions:
| ● |
if
the shares are registered in the name of the shareholder, the shareholder should contact AlphaVest at the following address: |
AlphaVest
Acquisition Corp
420
Lexington Ave, Suite 2446,
New
York, NY 10170
(203)
998-5540
| ● |
if
a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
AlphaVest
files annual, quarterly and current reports, Proxy Statements and other information with the SEC as required by the Exchange Act. AlphaVest’s
public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of AlphaVest’s
filings with the SEC (excluding exhibits) at no cost by contacting AlphaVest at the address and/or telephone number below.
If
you would like additional copies of this Proxy Statement or AlphaVest’s other filings with the SEC (excluding exhibits) or if you
have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact AlphaVest at the following
address:
AlphaVest
Acquisition Corp
420
Lexington Ave, Suite 2446
New
York, NY 10170
(203)
998-5540
You
may also obtain additional copies of this Proxy Statement by requesting them in writing or by telephone from AlphaVest’s proxy
solicitation agent at the following address, telephone number and e-mail address:
[PROXY
SOLICITOR INFORMATION]
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank or other nominee for additional information.
If
you are an AlphaVest shareholder and would like to request documents, please do so by [●], five business days prior to the Extraordinary
General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from AlphaVest, such
documents will be mailed to you by first class mail or another equally prompt means.
ANNEX
A
THE
SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
ALPHAVEST
ACQUISITION CORP
Companies
Act (revised)
Company
Limited by Shares
SECOND
AMENDED AND RESTATED
MEMORANDUM
AND ARTICLES OF ASSOCIATION
OF
AlphaVest
Acquisition Corp
Adopted
by special resolution dated [ ], 2022
[501150.00001]
Companies
Act (Revised)
Company
Limited by Shares
Second
Amended and Restated
Memorandum
of Association
of
AlphaVest
Acquisition Corp
Adopted
by special resolution on [ ], 2023
| 1 | The
name of the Company is AlphaVest Acquisition Corp. |
| 2 | The
Company’s registered office will be situated at the office of Ogier Global (Cayman)
Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other
place in the Cayman Islands as the directors may at any time decide. |
| 3 | The
Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act
(Revised), the Company has full power and authority to carry out any object not prohibited
by any law of the Cayman Islands. |
| 4 | The
Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided
by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising
all the functions of a natural person of full capacity irrespective of any question of corporate
benefit. |
| 5 | Nothing
in any of the preceding paragraphs permits the Company to carry on any of the following businesses
without being duly licensed, namely: |
| (a) | the
business of a bank or trust company without being licensed in that behalf under the Banks
and Trust Companies Act (Revised); or |
| (b) | insurance
business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised);or |
| (c) | the
business of company management without being licensed in that behalf under the Companies
Management Act (Revised). |
| 6 | The
Company will not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company
may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands
any of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 7 | The
Company is a company limited by shares and accordingly the liability of each member is limited
to the amount (if any) unpaid on that member’s shares. |
| 8 | The
share capital of the Company is US$20,200 divided into 2,000,000 Preference Shares of par
value US$0.0001 each and 200,000,000 Ordinary Shares of par value US$0.0001 each. Subject
to the Companies Act (Revised) and the Company’s articles of association, the Company
has power to do any one or more of the following: |
| (a) | to
redeem or repurchase any of its shares; and |
| (b) | to
increase or reduce its capital; and |
| (c) | to
issue any part of its capital (whether original, redeemed, increased or reduced): |
| (i) | with
or without any preferential, deferred, qualified or special rights, privileges or conditions;
or |
| (ii) | subject
to any limitations or restrictions |
and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or
| (d) | to
alter any of those rights, privileges, conditions, limitations or restrictions. |
| 9 | The
Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
Cayman Islands. |
Companies
Act (revised)
Company
Limited by ShareS
SECOND
Amended and Restated
articles
of Association
of
AlphaVest
Acquisition Corp
Adopted
by special resolution on [ ] 2023
CONTENTS
| 1. |
Definitions,
interpretation and exclusion of Table A |
1 |
| |
Definitions |
1 |
| |
Interpretation |
4 |
| |
Exclusion
of Table A Articles |
5 |
| 2. |
Commencement
of Business |
5 |
| 3. |
Shares |
5 |
| |
Power
to issue Shares and options, with or without special rights |
5 |
| |
Power
to issue fractions of a Share |
6 |
| |
Power
to pay commissions and brokerage fees |
6 |
| |
Trusts
not recognised |
6 |
| |
Power
to vary class rights |
6 |
| |
Effect
of new Share issue on existing class rights |
7 |
| |
No
bearer Shares or warrants |
7 |
| |
Treasury
Shares |
7 |
| |
Rights
attaching to Treasury Shares and related matters |
8 |
| |
Designation
of Preference Shares Rights |
8 |
| 4. |
Register
of Members |
9 |
| 5. |
Share
certificates |
9 |
| |
Issue
of share certificates |
9 |
| |
Renewal
of lost or damaged share certificates |
10 |
| 6. |
Lien
on Shares |
10 |
| |
Nature
and scope of lien |
10 |
| |
Company
may sell Shares to satisfy lien |
10 |
| |
Authority
to execute instrument of transfer |
10 |
| |
Consequences
of sale of Shares to satisfy lien |
11 |
| |
Application
of proceeds of sale |
11 |
| 7. |
Calls
on Shares and forfeiture |
11 |
| |
Power
to make calls and effect of calls |
11 |
| |
Time
when call made |
11 |
| |
Liability
of joint holders |
11 |
| |
Interest
on unpaid calls |
12 |
| |
Deemed
calls |
12 |
| |
Power
to accept early payment |
12 |
| |
Power
to make different arrangements at time of issue of Shares |
12 |
| |
Notice
of default |
12 |
| |
Forfeiture
or surrender of Shares |
12 |
| |
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender |
13 |
| |
Effect
of forfeiture or surrender on former Member |
13 |
| |
Evidence
of forfeiture or surrender |
13 |
| |
Sale
of forfeited or surrendered Shares |
13 |
| 8. |
Transfer
of Shares |
14 |
| |
Form
of transfer |
14 |
| |
Power
to refuse registration |
14 |
| |
Power
to suspend registration |
14 |
| |
Company
may retain instrument of transfer |
14 |
| 9. |
Transmission
of Shares |
14 |
| |
Persons
entitled on death of a Member |
14 |
| |
Registration
of transfer of a Share following death or bankruptcy |
15 |
| |
Indemnity |
15 |
| |
Rights
of person entitled to a Share following death or bankruptcy |
15 |
| 10. |
Alteration
of capital |
15 |
| |
Increasing,
consolidating, converting, dividing and cancelling share capital |
15 |
| |
Dealing
with fractions resulting from consolidation of Shares |
16 |
| |
Reducing
share capital |
16 |
| 11. |
Redemption
and purchase of own Shares |
16 |
| |
Power
to issue redeemable Shares and to purchase own Shares |
16 |
| |
Power
to pay for redemption or purchase in cash or in specie |
17 |
| |
Effect
of redemption or purchase of a Share |
17 |
| 12. |
Meetings
of Members |
17 |
| |
Power
to call meetings |
17 |
| |
Content
of notice |
18 |
| |
Period
of notice |
19 |
| |
Persons
entitled to receive notice |
19 |
| |
Publication
of notice on a website |
19 |
| |
Time
a website notice is deemed to be given |
19 |
| |
Required
duration of publication on a website |
20 |
| |
Accidental
omission to give notice or non-receipt of notice |
20 |
| 13. |
Proceedings
at meetings of Members |
20 |
| |
Quorum |
20 |
| |
Lack
of quorum |
20 |
| |
Use
of technology |
20 |
| |
Chairman |
21 |
| |
Right
of a director to attend and speak |
21 |
| |
Adjournment
and Postponement |
21 |
| |
Method
of voting |
21 |
| |
Taking
of a poll |
21 |
| |
Chairman’s
casting vote |
22 |
| |
Amendments
to resolutions |
22 |
| |
Written
resolutions |
22 |
| |
Sole-member
company |
23 |
| 14. |
Voting
rights of Members |
23 |
| |
Right
to vote |
23 |
| |
Rights
of joint holders |
23 |
| |
Representation
of corporate Members |
23 |
| |
Member
with mental disorder |
24 |
| |
Objections
to admissibility of votes |
24 |
| |
Form
of proxy |
24 |
| |
How
and when proxy is to be delivered |
25 |
| |
Voting
by proxy |
25 |
| 15. |
Number
of directors |
25 |
| 16. |
Appointment,
disqualification and removal of directors |
26 |
| |
No
age limit |
26 |
| |
Corporate
directors |
26 |
| |
No
shareholding qualification |
26 |
| |
Appointment
and removal of directors |
26 |
| |
Resignation
of directors |
27 |
| |
Termination
of the office of director |
27 |
| 17. |
Alternate
directors |
28 |
| |
Appointment
and removal |
28 |
| |
Notices |
28 |
| |
Rights
of alternate director |
29 |
| |
Appointment
ceases when the appointor ceases to be a director |
29 |
| |
Status
of alternate director |
29 |
| |
Status
of the director making the appointment |
29 |
| 18. |
Powers
of directors |
29 |
| |
Powers
of directors |
29 |
| |
Appointments
to office |
30 |
| |
Remuneration |
30 |
| |
Disclosure
of information |
31 |
| 19. |
Delegation
of powers |
31 |
| |
Power
to delegate any of the directors’ powers to a committee |
31 |
| |
Power
to appoint an agent of the Company |
31 |
| |
Power
to appoint an attorney or authorised signatory of the Company |
32 |
| |
Power
to appoint a proxy |
32 |
| 20. |
Meetings
of directors |
32 |
| |
Regulation
of directors’ meetings |
32 |
| |
Calling
meetings |
32 |
| |
Notice
of meetings |
32 |
| |
Period
of notice |
33 |
| |
Use
of technology |
33 |
| |
Place
of meetings |
33 |
| |
Quorum |
33 |
| |
Voting |
33 |
| |
Validity |
33 |
| |
Recording
of dissent |
33 |
| |
Written
resolutions |
34 |
| |
Sole
director’s minute |
34 |
| 21. |
Permissible
directors’ interests and disclosure |
34 |
| |
Permissible
interests subject to disclosure |
34 |
| |
Notification
of interests |
34 |
| |
Voting
where a director is interested in a matter |
35 |
| 22. |
Minutes |
35 |
| 23. |
Accounts
and audit |
35 |
| |
No
automatic right of inspection |
35 |
| |
Sending
of accounts and reports |
35 |
| |
Validity
despite accidental error in publication on website |
36 |
| |
Audit |
36 |
| 24. |
Financial
year |
37 |
| 25. |
Record
dates |
37 |
| 26. |
Dividends |
37 |
| |
Declaration
of dividends by Members |
37 |
| |
Payment
of interim dividends and declaration of final dividends by directors |
37 |
| |
Apportionment
of dividends |
38 |
| |
Right
of set off |
38 |
| |
Power
to pay other than in cash |
38 |
| |
How
payments may be made |
38 |
| |
Dividends
or other moneys not to bear interest in absence of special rights |
39 |
| |
Dividends
unable to be paid or unclaimed |
39 |
| 27. |
Capitalisation
of profits |
39 |
| |
Capitalisation
of profits or of any share premium account or capital redemption reserve |
39 |
| |
Applying
an amount for the benefit of members |
40 |
| 28. |
Share
premium account |
40 |
| |
directors
to maintain share premium account |
40 |
| |
Debits
to share premium account |
40 |
| 29. |
Seal |
40 |
| |
Company
seal |
40 |
| |
Duplicate
seal |
40 |
| |
When
and how seal is to be used |
41 |
| |
If
no seal is adopted or used |
41 |
| |
Power
to allow non-manual signatures and facsimile printing of seal |
41 |
| |
Validity
of execution |
41 |
| 30. |
Indemnity |
41 |
| |
Indemnity |
41 |
| |
Release |
42 |
| |
Insurance |
42 |
| 31. |
Notices |
42 |
| |
Form
of notices |
42 |
| |
Electronic
communications |
43 |
| |
Persons
authorised to give notices |
43 |
| |
Delivery
of written notices |
43 |
| |
Joint
holders |
43 |
| |
Signatures |
43 |
| |
Evidence
of transmission |
43 |
| |
Giving
notice to a deceased or bankrupt Member |
44 |
| |
Date
of giving notices |
44 |
| |
Saving
provision |
44 |
| 32. |
Authentication
of Electronic Records |
45 |
| |
Application
of Articles |
45 |
| |
Authentication
of documents sent by Members by Electronic means |
45 |
| |
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means |
45 |
| |
Manner
of signing |
45 |
| |
Saving
provision |
46 |
| 33. |
Transfer
by way of continuation |
46 |
| 34. |
Winding
up |
46 |
| |
Distribution
of assets in specie |
46 |
| |
No
obligation to accept liability |
46 |
| |
The
directors are authorised to present a winding up petition |
47 |
| 35. |
Amendment
of Memorandum and Articles |
47 |
| |
Power
to change name or amend Memorandum |
47 |
| |
Power
to amend these Articles |
47 |
| 36. |
Mergers
and Consolidations |
47 |
| 37. |
Business
Combination |
47 |
| 38. |
Certain
Tax Filings |
51 |
| 39. |
Business
Opportunities |
51 |
Companies
Act (Revised)
Company
Limited by Shares
Second
Amended and Restated
Articles
of Association
of
AlphaVest
Acquisition Corp
Adopted
by special resolution on [ ] 2023
| 1. | Definitions,
interpretation and exclusion of Table A |
Definitions
| 1.1 | In
these Articles, the following definitions apply: |
Act
means the Companies Act (Revised) of the Cayman Islands.
Affiliate
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation
or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity.
Applicable
Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments,
decisions, decrees or orders of any governmental authority applicable to such person.
Articles
means, as appropriate:
| (a) | these
Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise
modified from time to time: or |
| (b) | two
or more particular Articles of these Articles; |
and
Article refers to a particular Article of these Articles.
Audit
Committee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any
successor audit committee.
Auditor
means the person for the time being performing the duties of auditor of the Company.
Business
Combination means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving
the Company, with one or more businesses or entities (each a target business), which Business Combination: (a) must be with one
or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net
of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting
discount and taxes payable on the interest earned on the trust account); and (b) must not be effectuated solely with another blank cheque
company or a similar company with nominal operations.
Business
Day means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in
New York City, a Saturday or a Sunday.
Clear
Days, in relation to a period of notice, means that period excluding:
| (a) | the
day when the notice is given or deemed to be given; and |
| (b) | the
day for which it is given or on which it is to take effect. |
Clearing
House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are
listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
Company
means the above-named company.
Compensation
Committee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any
successor committee.
Default
Rate means 10% (ten per cent) per annum.
Designated
Stock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC
or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised).
Electronic
Record has the meaning given to that term in the Electronic Transactions Act (Revised).
Electronic
Signature has the meaning given to that term in the Electronic Transactions Act (Revised).
Equity-linked
Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Ordinary Shares issued in a
financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
Exchange
Act means the United States Securities Exchange Act of 1934, as amended.
Founders
means all Members immediately prior to the consummation of the IPO.
Fully
Paid and Paid Up:
| (a) | in
relation to a Share with par value, means that the par value for that Share and any premium
payable in respect of the issue of that Share, has been fully paid or credited as paid in
money or money’s worth; |
| (b) | in
relation to a Share without par value, means that the agreed issue price for that Share has
been fully paid or credited as paid in money or money’s worth. |
Independent
Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the directors.
Investor
Group means the Sponsor and its Affiliates, successors and assigns.
IPO
means the Company’s initial public offering of securities.
IPO
Redemption has the meaning given to it in Article 37.6.
Islands
means the British Overseas Territory of the Cayman Islands.
Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.
Memorandum
means the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified
from time to time.
Nominating
Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor
committee.
Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.
Ordinary
Share means a ordinary share of a par value of US$0.0001 in the share capital of the Company.
Over-Allotment
Option means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued
in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
Preference
Share means a preference share of a par value of US$0.0001 in the share capital of the Company.
Public
Share means an Ordinary Share issued as part of the units (as described in Article 3.4) issued in the IPO.
Redemption
Price has the meaning given to it in Article 37.6.
Register
of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch
or duplicate register of Members.
Representative
means a representative of the Underwriters.
SEC
means the United States Securities and Exchange Commission.
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share
means an Ordinary Share or a Preference Share in the share capital of the Company; and the expression:
| (a) | includes
stock (except where a distinction between shares and stock is expressed or implied); and |
| (b) | where
the context permits, also includes a fraction of a share. |
Special
Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.
Sponsor
means AlphaVest Holding LP, a Delaware limited liability company business company.
Tax
Filing Authorised Person means such person as any director shall designate from time to time, acting severally.
Treasury
Shares means Shares of the Company held in treasury pursuant to the Act and Article 3.14.
Trust
Account means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing
date of the IPO, will be deposited.
Underwriter
means an underwriter of the IPO from time to time, and any successor underwriter.
Interpretation
| 1.2 | In
the interpretation of these Articles, the following provisions apply unless the context otherwise
requires: |
| (a) | A
reference in these Articles to a statute is a reference to a statute of the Islands as known
by its short title, and includes: |
| (i) | any
statutory modification, amendment or re-enactment; and |
| (ii) | any
subordinate legislation or regulations issued under that statute. |
Without
limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of
that Act in force from time to time as amended from time to time.
| (b) | Headings
are inserted for convenience only and do not affect the interpretation of these Articles,
unless there is ambiguity. |
| (c) | If
a day on which any act, matter or thing is to be done under these Articles is not a Business
Day, the act, matter or thing must be done on the next Business Day. |
| (d) | A
word which denotes the singular also denotes the plural, a word which denotes the plural
also denotes the singular, and a reference to any gender also denotes the other genders. |
| (e) | A
reference to a person includes, as appropriate, a company, trust, partnership, joint venture,
association, body corporate or government agency. |
| (f) | Where
a word or phrase is given a defined meaning another part of speech or grammatical form in
respect to that word or phrase has a corresponding meaning. |
| (g) | All
references to time are to be calculated by reference to time in the place where the Company’s
registered office is located. |
| (h) | The
words written and in writing include all modes of representing or reproducing words in a
visible form, but do not include an Electronic Record where the distinction between a document
in writing and an Electronic Record is expressed or implied. |
| (i) | The
words including, include and in particular or any similar expression are to be construed
without limitation. |
| (j) | Any
requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an Electronic Signature. |
| (k) | Sections
8 and 19(3) of the Electronic Transactions Act shall not apply. |
| (l) | The
term “holder” in relation to a Share means a person whose name is entered in
the Register of Members as the holder of such Share. |
Exclusion
of Table A Articles
| 1.3 | The
regulations contained in Table A in the First Schedule of the Act and any other regulations
contained in any statute or subordinate legislation are expressly excluded and do not apply
to the Company. |
| 2. | Commencement
of Business |
| 2.1 | The
business of the Company may be commenced as soon after incorporation of the Company as the
directors see fit. |
| 2.2 | The
directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration. |
Power
to issue Shares and options, with or without special rights
| 3.1 | Subject
to the provisions, if any, in the Act the Memorandum (and to any direction that may be given
by the Company in general meeting), these Articles and, where applicable, the rules and regulations
of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law, and without prejudice to any rights attached to any existing
Shares, the directors have general and unconditional authority to allot (with or without
confirming rights of renunciation), issue, grant options over or otherwise deal with any
unissued Shares of the Company to such persons, at such times and on such terms and conditions
as they may decide. No Share may be issued at a discount except in accordance with the provisions
of the Act. |
| 3.2 | Without
limitation to the preceding Article, the directors may so deal with the unissued Shares of
the Company: |
| (a) | either
at a premium or at par; |
| (b) | with
or without preferred, deferred or other special rights or restrictions whether in regard
to dividend, voting, return of capital or otherwise. |
| 3.3 | The
Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive
any class of Shares or other securities in the Company at such times and on such terms and
conditions as the directors may decide. |
| 3.4 | The
Company may issue units of securities in the Company, which may be comprised of Shares, rights,
options, warrants or convertible securities or securities of similar nature conferring the
right upon the holders thereof to subscribe for, purchase or receive any class of Shares
or other securities in the Company, on such terms and conditions as the directors may decide.
The securities comprising any such units which are issued pursuant to the IPO can only be
traded separately from one another on the 52nd day following the date of the prospectus relating
to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject
to the Company having filed a current report on Form 8-K containing an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and
a press release announcing when such separate trading will begin. Prior to such date, the
units can be traded, but the securities comprising such units cannot be traded separately
from one another. |
Power
to issue fractions of a Share
| 3.5 | Subject
to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share
shall be subject to and carry the corresponding fraction of liabilities (whether with respect
to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,
rights and other attributes of a Share of that class of Shares. |
Power
to pay commissions and brokerage fees
| 3.6 | The
Company may, in so far as the Act permits, pay a commission to any person in consideration
of that person: |
| (a) | subscribing
or agreeing to subscribe, whether absolutely or conditionally; or |
| (b) | procuring
or agreeing to procure subscriptions, whether absolute or conditional |
for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.
| 3.7 | The
Company may employ a broker in the issue of its capital and pay him any proper commission
or brokerage. |
Trusts
not recognised
| 3.8 | Except
as required by Applicable Law: |
| (a) | the
Company shall not be bound by or compelled to recognise in any way (even when notified) any
equitable, contingent, future or partial interest in any Share, or (except only as is otherwise
provided by these Articles or the Act) any other rights in respect of any Share other than
an absolute right to the entirety thereof in the holder; and |
| (b) | no
person other than the Member shall be recognised by the Company as having any right in a
Share. |
Power
to vary class rights
| 3.9 | If
the share capital is divided into different classes of Shares then, unless the terms on which
a class of Shares was issued state otherwise, the rights attaching to a class of Shares may
only be varied if one of the following applies: |
| (a) | the
Members holding two thirds of the issued Shares of that class consent in writing to the variation;
or |
| (b) | the
variation is made with the sanction of a Special Resolution passed at a separate general
meeting of the Members holding the issued Shares of that class. |
| 3.10 | For
the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles
relating to general meetings apply, mutatis mutandis, to every such separate meeting except
that: |
| (a) | the
necessary quorum shall be one or more persons holding, or representing by proxy, not less
than one third of the issued Shares of the class; and |
| (b) | any
Member holding issued Shares of the class, present in person or by proxy or, in the case
of a corporate Member, by its duly authorised representative, may demand a poll. |
Effect
of new Share issue on existing class rights
| 3.11 | Unless
the terms on which a class of Shares was issued state otherwise, the rights conferred on
the Member holding Shares of any class shall not be deemed to be varied by the creation or
issue of further Shares ranking pari passu with the existing Shares of that class.
For the avoidance of doubt, the creation, designation or issuance of any Preference Shares
with rights and privileges ranking in priority to any existing class of Shares pursuant to
Article 3.19 shall not be deemed to be a variation of the rights of such existing class. |
Capital
contributions without issue of further Shares
| 3.12 | With
the consent of a Member, the directors may accept a voluntary contribution to the capital
of the Company from that Member without issuing Shares in consideration for that contribution.
In that event, the contribution shall be dealt with in the following manner: |
| (a) | It
shall be treated as if it were a share premium. |
| (b) | Unless
the Member agrees otherwise: |
| (i) | if
the Member holds Shares in a single class of Shares, it shall be credited to the share premium
account for that class of Shares; |
| (ii) | if
the Member holds Shares of more than one class, it shall be credited rateably to the share
premium accounts for those classes of Shares (in the proportion that the sum of the issue
prices for each class of Shares that the Member holds bears to the total issue prices for
all classes of Shares that the Member holds). |
| (c) | It
shall be subject to the provisions of the Act and these Articles applicable to share premiums. |
No
bearer Shares or warrants
| 3.13 | The
Company shall not issue Shares or warrants to bearers. |
Treasury
Shares
| 3.14 | Shares
that the Company purchases, redeems or acquires by way of surrender in accordance with the
Act shall be held as Treasury Shares and not treated as cancelled if: |
| (a) | the
directors so determine prior to the purchase, redemption or surrender of those shares; and |
| (b) | the
relevant provisions of the Memorandum and Articles and the Act are otherwise complied with. |
Rights
attaching to Treasury Shares and related matters
| 3.15 | No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise)
of the Company’s assets (including any distribution of assets to members on a winding
up) may be made to the Company in respect of a Treasury Share. |
| 3.16 | The
Company shall be entered in the Register as the holder of the Treasury Shares. However: |
| (a) | the
Company shall not be treated as a member for any purpose and shall not exercise any right
in respect of the Treasury Shares, and any purported exercise of such a right shall be void; |
| (b) | a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company
and shall not be counted in determining the total number of issued shares at any given time,
whether for the purposes of these Articles or the Act. |
| 3.17 | Nothing
in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect
of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury
Share shall be treated as Treasury Shares. |
| 3.18 | Treasury
Shares may be disposed of by the Company in accordance with the Act and otherwise on such
terms and conditions as the directors determine. |
Designation
of Preference Shares Rights
| 3.19 | Before
any Preference Shares of any series are issued, the Directors shall fix, by resolution or
resolutions, the following provisions of such series: |
| (a) | the
designation of such series and the number of Preference Shares to constitute such series; |
| (b) | whether
the shares of such series shall have voting rights, in addition to any voting rights provided
by Act, and, if so, the terms of such voting rights, which may be general or limited; |
| (c) | the
dividends, if any, payable on such series, whether any such dividends shall be cumulative,
and, if so, from what dates, the conditions and dates upon which such dividends shall be
payable, the preference or relation which such dividends shall bear to the dividends payable
on any Shares of any other class of Shares or any other series of Preference Shares; |
| (d) | whether
the Preference Shares or such series shall be subject to redemption by the Company, and,
if so, the times, prices and other conditions of such redemption; |
| (e) | the
amount or amounts payable upon Preference Shares of such series upon, and the rights of the
holders of such series in, a voluntary or involuntary liquidation, dissolution or winding
up, or upon any distribution of the assets, of the Company; |
| (f) | whether
the Preference Shares of such series shall be subject to the operation of a retirement or
sinking fund and, if so, the extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the Preferred Shares of such series
for retirement or other corporate purposes and the terms and provisions relative to the operation
of the retirement or sinking fund; |
| (g) | whether
the Preference Shares of such series shall be convertible into, or exchangeable for, Shares
of any other class of Shares or any other series of Preference Shares or any other securities
and, if so, the price or prices or the rate or rates of conversion or exchange and the method,
if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
| (h) | the
limitations and restrictions, if any, to be effective while any Preference Shares or such
series are outstanding upon the payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition by the Company of, the existing
Shares or Shares of any other class of Shares or any other series of Preference Shares; |
| (i) | the
conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon
the issue of any additional Shares, including additional shares of such series or of any
other class of Shares or any other series of Preference Shares; and |
| (j) | any
other powers, preferences and relative, participating, optional and other special rights,
and any qualifications, limitations and restrictions of any other class of Shares or any
other series of Preference Shares. |
| 4.1 | The
Company shall maintain or cause to be maintained the Register of Members in accordance with
the Act. |
| 4.2 | The
directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Act. The directors may also determine which Register of Members shall
constitute the principal register and which shall constitute the branch register or registers,
and to vary such determination from time to time. |
| 4.3 | The
title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in
accordance with the laws applicable to the rules and regulations of the Designated Stock
Exchange and, for these purposes, the Register of Members may be maintained in accordance
with section 40B of the Act. |
Issue
of share certificates
| 5.1 | Upon
being entered in the Register of Members as the holder of a Share, a Member shall be entitled: |
| (a) | without
payment, to one certificate for all the Shares of each class held by that Member (and, upon
transferring a part of the Member’s holding of Shares of any class, to a certificate
for the balance of that holding); and |
| (b) | upon
payment of such reasonable sum as the directors may determine for every certificate after
the first, to several certificates each for one or more of that Member’s Shares. |
| 5.2 | Every
certificate shall specify the number, class and distinguishing numbers (if any) of the Shares
to which it relates and whether they are Fully Paid or partly paid up. A certificate may
be executed under seal or executed in such other manner as the directors determine. |
| 5.3 | The
Company shall not be bound to issue more than one certificate for Shares held jointly by
several persons and delivery of a certificate for a Share to one joint holder shall be a
sufficient delivery to all of them. |
Renewal
of lost or damaged share certificates
| 5.4 | If
a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms
(if any) as to: |
| (c) | payment
of the expenses reasonably incurred by the Company in investigating the evidence; and |
| (d) | payment
of a reasonable fee, if any, for issuing a replacement share certificate |
as
the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
Nature
and scope of lien
| 6.1 | The
Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered
in the name of a Member (whether solely or jointly with others). The lien is for all moneys
payable to the Company by the Member or the Member’s estate: |
| (a) | either
alone or jointly with any other person, whether or not that other person is a Member; and |
| (b) | whether
or not those moneys are presently payable. |
| 6.2 | At
any time the directors may declare any Share to be wholly or partly exempt from the provisions
of this Article. |
Company
may sell Shares to satisfy lien
| 6.3 | The
Company may sell any Shares over which it has a lien if all of the following conditions are
met: |
| (a) | the
sum in respect of which the lien exists is presently payable; |
| (b) | the
Company gives notice to the Member holding the Share (or to the person entitled to it in
consequence of the death or bankruptcy of that Member) demanding payment and stating that
if the notice is not complied with the Shares may be sold; and |
| (c) | that
sum is not paid within 14 Clear Days after that notice is deemed to be given under these
Articles. |
| 6.4 | The
Shares may be sold in such manner as the directors determine. |
| 6.5 | To
the maximum extent permitted by Applicable Law, the directors shall incur no personal liability
to the Member concerned in respect of the sale. |
Authority
to execute instrument of transfer
| 6.6 | To
give effect to a sale, the directors may authorise any person to execute an instrument of
transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The
title of the transferee of the Shares shall not be affected by any irregularity or invalidity
in the proceedings in respect of the sale. |
Consequences
of sale of Shares to satisfy lien
| 6.7 | On
sale pursuant to the preceding Articles: |
| (a) | the
name of the Member concerned shall be removed from the Register of Members as the holder
of those Shares; and |
| (b) | that
person shall deliver to the Company for cancellation the certificate for those Shares. |
Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment
at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly
or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received
on their disposal.
Application
of proceeds of sale
| 6.8 | The
net proceeds of the sale, after payment of the costs, shall be applied in payment of so much
of the sum for which the lien exists as is presently payable. Any residue shall be paid to
the person whose Shares have been sold: |
| (a) | if
no certificate for the Shares was issued, at the date of the sale; or |
| (b) | if
a certificate for the Shares was issued, upon surrender to the Company of that certificate
for cancellation |
but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
| 7. | Calls
on Shares and forfeiture |
Power
to make calls and effect of calls
| 7.1 | Subject
to the terms of allotment, the directors may make calls on the Members in respect of any
moneys unpaid on their Shares including any premium. The call may provide for payment to
be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when
and where payment is to be made, each Member shall pay to the Company the amount called on
his Shares as required by the notice. |
| 7.2 | Before
receipt by the Company of any sum due under a call, that call may be revoked in whole or
in part and payment of a call may be postponed in whole or in part. Where a call is to be
paid in instalments, the Company may revoke the call in respect of all or any remaining instalments
in whole or in part and may postpone payment of all or any of the remaining instalments in
whole or in part. |
| 7.3 | A
Member on whom a call is made shall remain liable for that call notwithstanding the subsequent
transfer of the Shares in respect of which the call was made. A person shall not be liable
for calls made after such person is no longer registered as Member in respect of those Shares. |
Time
when call made
| 7.4 | A
call shall be deemed to have been made at the time when the resolution of the directors authorising
the call was passed. |
Liability
of joint holders
| 7.5 | Members
registered as the joint holders of a Share shall be jointly and severally liable to pay all
calls in respect of the Share. |
Interest
on unpaid calls
| 7.6 | If
a call remains unpaid after it has become due and payable the person from whom it is due
and payable shall pay interest on the amount unpaid from the day it became due and payable
until it is paid: |
| (a) | at
the rate fixed by the terms of allotment of the Share or in the notice of the call; or |
| (b) | if
no rate is fixed, at the Default Rate. |
The
directors may waive payment of the interest wholly or in part.
Deemed
calls
| 7.7 | Any
amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,
shall be deemed to be payable as a call. If the amount is not paid when due the provisions
of these Articles shall apply as if the amount had become due and payable by virtue of a
call. |
Power
to accept early payment
| 7.8 | The
Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares
held by him although no part of that amount has been called up. |
Power
to make different arrangements at time of issue of Shares
| 7.9 | Subject
to the terms of allotment, the directors may make arrangements on the issue of Shares to
distinguish between Members in the amounts and times of payment of calls on their Shares. |
Notice
of default
| 7.10 | If
a call remains unpaid after it has become due and payable the directors may give to the person
from whom it is due not less than 14 Clear Days’ notice requiring payment of: |
| (b) | any
interest which may have accrued; |
| (c) | any
expenses which have been incurred by the Company due to that person’s default. |
| 7.11 | The
notice shall state the following: |
| (a) | the
place where payment is to be made; and |
| (b) | a
warning that if the notice is not complied with the Shares in respect of which the call is
made will be liable to be forfeited. |
Forfeiture
or surrender of Shares
| 7.12 | If
the notice under the preceding Article is not complied with, the directors may, before the
payment required by the notice has been received, resolve that any Share the subject of that
notice be forfeited. The forfeiture shall include all dividends or other moneys payable in
respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing,
the directors may determine that any Share the subject of that notice be accepted by the
Company as surrendered by the Member holding that Share in lieu of forfeiture. |
| 7.13 | The
directors may accept the surrender for no consideration of any Fully Paid Share. |
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
| 7.14 | A
forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such
terms and in such manner as the directors determine either to the former Member who held
that Share or to any other person. The forfeiture or surrender may be cancelled on such terms
as the directors think fit at any time before a sale, re-allotment or other disposition.
Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred
to any person, the directors may authorise some person to execute an instrument of transfer
of the Share to the transferee. |
Effect
of forfeiture or surrender on former Member
| 7.15 | On
forfeiture or surrender: |
| (a) | the
name of the Member concerned shall be removed from the Register of Members as the holder
of those Shares and that person shall cease to be a Member in respect of those Shares; and |
| (b) | that
person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
or surrendered Shares. |
| 7.16 | Despite
the forfeiture or surrender of his Shares, that person shall remain liable to the Company
for all moneys which at the date of forfeiture or surrender were presently payable by him
to the Company in respect of those Shares together with: |
| (b) | interest
from the date of forfeiture or surrender until payment: |
| (i) | at
the rate of which interest was payable on those moneys before forfeiture; or |
| (ii) | if
no interest was so payable, at the Default Rate. |
The
directors, however, may waive payment wholly or in part.
Evidence
of forfeiture or surrender
| 7.17 | A
declaration, whether statutory or under oath, made by a director or the Secretary shall be
conclusive evidence of the following matters stated in it as against all persons claiming
to be entitled to forfeited Shares: |
| (a) | that
the person making the declaration is a director or Secretary of the Company, and |
| (b) | that
the particular Shares have been forfeited or surrendered on a particular date. |
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale
of forfeited or surrendered Shares
| 7.18 | Any
person to whom the forfeited or surrendered Shares are disposed of shall not be bound to
see to the application of the consideration, if any, of those Shares nor shall his title
to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect
of, the forfeiture, surrender or disposal of those Shares. |
Form
of transfer
| 8.1 | Subject
to the following Articles about the transfer of Shares, and provided that such transfer complies
with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other
competent regulatory authority or otherwise under Applicable Law, a Member may transfer Shares
to another person by completing an instrument of transfer in a common form or in a form prescribed
by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law or in any other form approved by the
directors, executed: |
| (a) | where
the Shares are Fully Paid, by or on behalf of that Member; and |
| (b) | where
the Shares are partly paid, by or on behalf of that Member and the transferee. |
| 8.2 | The
transferor shall be deemed to remain the holder of a Share until the name of the transferee
is entered into the Register of Members. |
Power
to refuse registration
| 8.3 | If
the Shares in question were issued in conjunction with rights, options or warrants issued
pursuant to Article 3.4 on terms that one cannot be transferred without the other, the directors
shall refuse to register the transfer of any such Share without evidence satisfactory to
them of the like transfer of such option or warrant. |
Power
to suspend registration
| 8.4 | The
directors may suspend registration of the transfer of Shares at such times and for such periods,
not exceeding 30 days in any calendar year, as they determine. |
Company
may retain instrument of transfer
| 8.5 | The
Company shall be entitled to retain any instrument of transfer which is registered; but an
instrument of transfer which the directors refuse to register shall be returned to the person
lodging it when notice of the refusal is given. |
Persons
entitled on death of a Member
| 9.1 | If
a Member dies, the only persons recognised by the Company as having any title to the deceased
Members’ interest are the following: |
| (a) | where
the deceased Member was a joint holder, the survivor or survivors; and |
| (b) | where
the deceased Member was a sole holder, that Member’s personal representative or representatives. |
| 9.2 | Nothing
in these Articles shall release the deceased Member’s estate from any liability in
respect of any Share, whether the deceased was a sole holder or a joint holder. |
Registration
of transfer of a Share following death or bankruptcy
| 9.3 | A
person becoming entitled to a Share in consequence of the death or bankruptcy of a Member
may elect to do either of the following: |
| (a) | to
become the holder of the Share; or |
| (b) | to
transfer the Share to another person. |
| 9.4 | That
person must produce such evidence of his entitlement as the directors may properly require. |
| 9.5 | If
the person elects to become the holder of the Share, he must give notice to the Company to
that effect. For the purposes of these Articles, that notice shall be treated as though it
were an executed instrument of transfer. |
| 9.6 | If
the person elects to transfer the Share to another person then: |
| (a) | if
the Share is Fully Paid, the transferor must execute an instrument of transfer; and |
| (b) | if
the Share is partly paid, the transferor and the transferee must execute an instrument of
transfer. |
| 9.7 | All
these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,
the instrument of transfer. |
Indemnity
| 9.8 | A
person registered as a Member by reason of the death or bankruptcy of another Member shall
indemnify the Company and the directors against any loss or damage suffered by the Company
or the directors as a result of that registration. |
Rights
of person entitled to a Share following death or bankruptcy
| 9.9 | A
person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall
have the rights to which he would be entitled if he were registered as the holder of the
Share. However, until he is registered as Member in respect of the Share, he shall not be
entitled to attend or vote at any meeting of the Company or at any separate meeting of the
holders of that class of Shares in the Company. |
Increasing,
consolidating, converting, dividing and cancelling share capital
| 10.1 | To
the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of
the following and amend its Memorandum for that purpose: |
| (a) | increase
its share capital by new Shares of the amount fixed by that Ordinary Resolution and with
the attached rights, priorities and privileges set out in that Ordinary Resolution; |
| (b) | consolidate
and divide all or any of its share capital into Shares of larger amount than its existing
Shares; |
| (c) | convert
all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares
of any denomination; |
| (d) | sub-divide
its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,
so, however, that in the sub-division, the proportion between the amount paid and the amount,
if any, unpaid on each reduced Share shall be the same as it was in case of the Share from
which the reduced Share is derived; and |
| (e) | cancel
Shares which, at the date of the passing of that Ordinary Resolution, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the
amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish
the number of Shares into which its capital is divided. |
Dealing
with fractions resulting from consolidation of Shares
| 10.2 | Whenever,
as a result of a consolidation of Shares, any Members would become entitled to fractions
of a Share the directors may on behalf of those Members: |
| (a) | sell
the Shares representing the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Act, the Company); and |
| (b) | distribute
the net proceeds in due proportion among those Members. |
For
that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s
title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing
share capital
| 10.3 | Subject
to the Act and to any rights for the time being conferred on the Members holding a particular
class of Shares, the Company may, by Special Resolution, reduce its share capital in any
way. |
| 11. | Redemption
and purchase of own Shares |
Power
to issue redeemable Shares and to purchase own Shares
| 11.1 | Subject
to the Act and Article 37, and to any rights for the time being conferred on the Members
holding a particular class of Shares, and, where applicable, the rules and regulations of
the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or
otherwise under Applicable Law, the Company may by its directors: |
| (a) | issue
Shares that are to be redeemed or liable to be redeemed, at the option of the Company or
the Member holding those redeemable Shares, on the terms and in the manner its directors
determine before the issue of those Shares; |
| (b) | with
the consent by Special Resolution of the Members holding Shares of a particular class, vary
the rights attaching to that class of Shares so as to provide that those Shares are to be
redeemed or are liable to be redeemed at the option of the Company on the terms and in the
manner which the directors determine at the time of such variation; and |
| (c) | purchase
all or any of its own Shares of any class including any redeemable Shares on the terms and
in the manner which the directors determine at the time of such purchase. |
The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including
out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
| 11.2 | With
respect to redeeming, repurchasing or surrendering of Shares: |
| (a) | Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in Article 37.3; |
| (b) | Shares
held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent
that the Over-Allotment Option is not exercised in full so that such shares will represent
20% of the Company’s issued Shares after the IPO (exclusive of any securities purchased
in a private placement simultaneously with the IPO); and |
| (c) | Public
Shares shall be repurchased by way of Tender Offer in the circumstances set out in Article
37.2(b). |
Power
to pay for redemption or purchase in cash or in specie
| 11.3 | When
making a payment in respect of the redemption or purchase of Shares, the directors may make
the payment in cash or in specie (or partly in one and partly in the other) if so authorised
by the terms of the allotment of those Shares, or by the terms applying to those Shares in
accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares. |
Effect
of redemption or purchase of a Share
| 11.4 | Upon
the date of redemption or purchase of a Share: |
| (a) | the
Member holding that Share shall cease to be entitled to any rights in respect of the Share
other than the right to receive: |
| (i) | the
price for the Share; and |
| (ii) | any
dividend declared in respect of the Share prior to the date of redemption or purchase; |
| (b) | the
Member’s name shall be removed from the Register of Members with respect to the Share;
and |
| (c) | the
Share shall be cancelled or held as a Treasury Shares, as the directors may determine. |
For
the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.
| 11.5 | For
the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described
in Articles 11.2(a), 11.2(b) and 11.2(c) above shall not require further approval of the
Members. |
Power
to call meetings
| 12.1 | To
the extent required by the rules and regulations of the Designated Stock Exchange, the SEC
and/or any other competent regulatory authority or otherwise under Applicable Law, an annual
general meeting of the Company shall be held no later than one year after the first financial
year end occurring after the IPO, and shall be held in each year thereafter at such time
as determined by the directors and the Company may, but shall not (unless required by the
Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other
competent regulatory authority or otherwise under Applicable Law) be obliged to, in each
year hold any other general meeting. |
| 12.2 | The
agenda of the annual general meeting shall be set by the directors and shall include the
presentation of the Company’s annual accounts and the report of the directors (if any). |
| 12.3 | Annual
general meetings shall be held in New York, USA or in such other places as the directors
may determine. |
| 12.4 | All
general meetings other than annual general meetings shall be called extraordinary general
meetings and the Company shall specify the meeting as such in the notices calling it. |
| 12.5 | The
directors may call a general meeting at any time. |
| 12.6 | If
there are insufficient directors to constitute a quorum and the remaining directors are unable
to agree on the appointment of additional directors, the directors must call a general meeting
for the purpose of appointing additional directors. |
| 12.7 | The
directors must also call a general meeting if requisitioned in the manner set out in the
next two Articles. |
| 12.8 | The
requisition must be in writing and given by one or more Members who together hold at least
40% of the rights to vote at such general meeting. |
| 12.9 | The
requisition must also: |
| (a) | specify
the purpose of the meeting. |
| (b) | be
signed by or on behalf of each requisitioner (and for this purpose each joint holder shall
be obliged to sign). The requisition may consist of several documents in like form signed
by one or more of the requisitioners. |
| (c) | be
delivered in accordance with the notice provisions. |
| 12.10 | Should
the directors fail to call a general meeting within 21 Clear Days from the date of receipt
of a requisition, the requisitioners or any of them may call a general meeting within three
months after the end of that period. |
| 12.11 | Without
limitation to the foregoing, if there are insufficient directors to constitute a quorum and
the remaining directors are unable to agree on the appointment of additional directors, any
one or more Members who together hold at least 40% of the rights to vote at a general meeting
may call a general meeting for the purpose of considering the business specified in the notice
of meeting which shall include as an item of business the appointment of additional directors. |
| 12.12 | Members
seeking to bring business before the annual general meeting or to nominate candidates for
election as directors at the annual general meeting must deliver notice to the principal
executive offices of the Company not later than the close of business on the 90th day nor
earlier than the close of business on the 120th day prior to the scheduled date of the annual
general meeting. |
Content
of notice
| 12.13 | Notice
of a general meeting shall specify each of the following: |
| (a) | the
place, the date and the hour of the meeting; |
| (b) | if
the meeting is to be held in two or more places, the technology that will be used to facilitate
the meeting; |
| (c) | subject
to paragraph (d), the general nature of the business to be transacted; and |
| (d) | if
a resolution is proposed as a Special Resolution, the text of that resolution. |
| 12.14 | In
each notice there shall appear with reasonable prominence the following statements: |
| (a) | that
a Member who is entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of that Member; and |
| (b) | that
a proxyholder need not be a Member. |
Period
of notice
| 12.15 | At
least ten days’ notice of a general meeting must be given to Members, provided that
a general meeting of the Company shall, whether or not the notice specified in this Article
has been given and whether or not the provisions of these Articles regarding general meetings
have been complied with, be deemed to have been duly convened if it is so agreed: |
| (a) | in
the case of an annual general meeting, by all of the Members entitled to attend and vote
thereat; and |
| (b) | in
the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than 95% in par value
of the Shares giving that right. |
Persons
entitled to receive notice
| 12.16 | Subject
to the provisions of these Articles and to any restrictions imposed on any Shares, the notice
shall be given to the following people: |
| (b) | persons
entitled to a Share in consequence of the death or bankruptcy of a Member; and |
Publication
of notice on a website
| 12.17 | Subject
to the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or
any other competent regulatory authority or otherwise under Applicable Law, a notice of a
general meeting may be published on a website providing the recipient is given separate notice
of: |
| (a) | the
publication of the notice on the website; |
| (b) | the
place on the website where the notice may be accessed; |
| (c) | how
it may be accessed; and |
| (d) | the
place, date and time of the general meeting. |
| 12.18 | If
a Member notifies the Company that he is unable for any reason to access the website, the
Company must as soon as practicable give notice of the meeting to that Member by any other
means permitted by these Articles. This will not affect when that Member is deemed to have
received notice of the meeting. |
Time
a website notice is deemed to be given
| 12.19 | A
website notice is deemed to be given when the Member is given notice of its publication. |
Required
duration of publication on a website
| 12.20 | Where
the notice of meeting is published on a website, it shall continue to be published in the
same place on that website from the date of the notification until at least the conclusion
of the meeting to which the notice relates. |
Accidental
omission to give notice or non-receipt of notice
| 12.21 | Proceedings
at a meeting shall not be invalidated by the following: |
| (a) | an
accidental failure to give notice of the meeting to any person entitled to notice; or |
| (b) | non-receipt
of notice of the meeting by any person entitled to notice. |
| 12.22 | In
addition, where a notice of meeting is published on a website, proceedings at the meeting
shall not be invalidated merely because it is accidentally published: |
| (a) | in
a different place on the website; or |
| (b) | for
part only of the period from the date of the notification until the conclusion of the meeting
to which the notice relates. |
| 13. | Proceedings
at meetings of Members |
Quorum
| 13.1 | Save
as provided in the following Article, no business shall be transacted at any meeting unless
a quorum is present in person or by proxy. One or more Members who together hold not less
than one-third of the Shares entitled to vote at such meeting being individuals present in
person or by proxy or if a corporation or other non-natural person by its duly authorised
representative or proxy shall be a quorum; provided that a quorum in connection with any
meeting that is convened to vote on a Business Combination or any meeting convened with regards
to an amendment described in Article 37.9 shall be a majority of the Shares entitled to vote
at such meeting being individuals present in person or by proxy or if a corporation or other
non-natural person by its duly authorised representative or proxy. |
Lack
of quorum
| 13.2 | If
a quorum is not present within 15 minutes of the time appointed for the meeting, or if at
any time during the meeting it becomes inquorate, then the following provisions apply: |
| (a) | If
the meeting was requisitioned by Members, it shall be cancelled. |
| (b) | In
any other case, the meeting shall stand adjourned to the same time and place seven days hence,
or to such other time or place as is determined by the directors. If a quorum is not present
within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall
be dissolved. |
Use
of technology
| 13.3 | A
person may participate in a general meeting through the medium of conference telephone, video
or any other form of communications equipment providing all persons participating in the
meeting are able to hear and speak to each other throughout the meeting. A person participating
in this way is deemed to be present in person at the meeting. |
Chairman
| 13.4 | The
chairman of a general meeting shall be the chairman of the board or such other director as
the directors have nominated to chair board meetings in the absence of the chairman of the
board. Absent any such person being present within 15 minutes of the time appointed for the
meeting, the directors present shall elect one of their number to chair the meeting. |
| 13.5 | If
no director is present within 15 minutes of the time appointed for the meeting, or if no
director is willing to act as chairman, the Members present in person or by proxy and entitled
to vote shall choose one of their number to chair the meeting. |
Right
of a director to attend and speak
| 13.6 | Even
if a director is not a Member, he shall be entitled to attend and speak at any general meeting
and at any separate meeting of Members holding a particular class of Shares in the Company. |
Adjournment
and Postponement
| 13.7 | The
chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed
by the meeting. No business, however, can be transacted at an adjourned meeting other than
business which might properly have been transacted at the original meeting. |
| 13.8 | Should
a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum
or otherwise, Members shall be given at least five Clear Days’ notice of the date,
time and place of the adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any notice of the adjournment. |
| 13.9 | If,
prior to a Business Combination, a notice is issued in respect of a general meeting and the
directors, in their absolute discretion, consider that it is impractical or undesirable for
any reason to hold that general meeting at the place, the day and the hour specified in the
notice calling such general meeting, the directors may postpone the general meeting to another
place, day and/or hour provided that notice of the place, the day and the hour of the rearranged
general meeting is promptly given to all Members. No business shall be transacted at any
postponed meeting other than the business specified in the notice of the original meeting. |
| 13.10 | When
a general meeting is postponed for thirty days or more, notice of the postponed meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give
any such notice of a postponed meeting. All proxy forms submitted for the original general
meeting shall remain valid for the postponed meeting. The directors may postpone a general
meeting which has already been postponed. |
Method
of voting
| 13.11 | A
resolution put to the vote of the meeting shall be decided on a poll. |
Taking
of a poll
| 13.12 | A
poll demanded on the question of adjournment shall be taken immediately. |
| 13.13 | A
poll demanded on any other question shall be taken either immediately or at an adjourned
meeting at such time and place as the chairman directs, not being more than 30 Clear Days
after the poll was demanded. |
| 13.14 | The
demand for a poll shall not prevent the meeting continuing to transact any business other
than the question on which the poll was demanded. |
| 13.15 | A
poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who
need not be Members) and fix a place and time for declaring the result of the poll. If, through
the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers
in more than place; but if he considers that the poll cannot be effectively monitored at
that meeting, the chairman shall adjourn the holding of the poll to a date, place and time
when that can occur. |
Chairman’s
casting vote
| 13.16 | If
the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote. |
Amendments
to resolutions
| 13.17 | An
Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution
if: |
| (a) | not
less than 48 hours before the meeting is to take place (or such later time as the chairman
of the meeting may determine), notice of the proposed amendment is given to the Company in
writing by a Member entitled to vote at that meeting; and |
| (b) | the
proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially
alter the scope of the resolution. |
| 13.18 | A
Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution,
if: |
| (a) | the
chairman of the meeting proposes the amendment at the general meeting at which the resolution
is to be proposed, and |
| (b) | the
amendment does not go beyond what the chairman considers is necessary to correct a grammatical
or other non-substantive error in the resolution. |
| 13.19 | If
the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a
resolution is out of order, the chairman’s error does not invalidate the vote on that
resolution. |
Written
resolutions
| 13.20 | Members
may pass a resolution in writing without holding a meeting if the following conditions are
met: |
| (a) | all
Members entitled so to vote are given notice of the resolution as if the same were being
proposed at a meeting of Members; |
| (b) | all
Members entitled so to vote : |
| (ii) | sign
several documents in the like form each signed by one or more of those Members; and |
| (c) | the
signed document or documents is or are delivered to the Company, including, if the Company
so nominates, by delivery of an Electronic Record by Electronic means to the address specified
for that purpose. |
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
| 13.21 | If
a written resolution is described as a Special Resolution or as an Ordinary Resolution, it
has effect accordingly. |
| 13.22 | The
directors may determine the manner in which written resolutions shall be put to Members.
In particular, they may provide, in the form of any written resolution, for each Member to
indicate, out of the number of votes the Member would have been entitled to cast at a meeting
to consider the resolution, how many votes he wishes to cast in favour of the resolution
and how many against the resolution or to be treated as abstentions. The result of any such
written resolution shall be determined on the same basis as on a poll. |
Sole-member
company
| 13.23 | If
the Company has only one Member, and the Member records in writing his decision on a question,
that record shall constitute both the passing of a resolution and the minute of it. |
| 14. | Voting
rights of Members |
Right
to vote
| 14.1 | Subject
to any rights or restrictions attached to any Member’s Shares, or unless a call or
other amount presently payable has not been paid, all Members are entitled to vote at a general
meeting, and all Members holding Shares of a particular class of Shares are entitled to vote
at a meeting of the holders of that class of Shares. |
| 14.2 | Members
may vote in person or by proxy. |
| 14.3 | Every
Member shall have one vote for each Share he holds, unless any Share carries special voting
rights. |
| 14.4 | A
fraction of a Share shall entitle its holder to an equivalent fraction of one vote. |
| 14.5 | No
Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his
Shares in the same way. |
Rights
of joint holders
| 14.6 | If
Shares are held jointly, only one of the joint holders may vote. If more than one of the
joint holders tenders a vote, the vote of the holder whose name in respect of those Shares
appears first in the Register of Members shall be accepted to the exclusion of the votes
of the other joint holder. |
Representation
of corporate Members
| 14.7 | Save
where otherwise provided, a corporate Member must act by a duly authorised representative. |
| 14.8 | A
corporate Member wishing to act by a duly authorised representative must identify that person
to the Company by notice in writing. |
| 14.9 | The
authorisation may be for any period of time, and must be delivered to the Company not less
than two hours before the commencement of the meeting at which it is first used. |
| 14.10 | The
directors of the Company may require the production of any evidence which they consider necessary
to determine the validity of the notice. |
| 14.11 | Where
a duly authorised representative is present at a meeting that Member is deemed to be present
in person; and the acts of the duly authorised representative are personal acts of that Member. |
| 14.12 | A
corporate Member may revoke the appointment of a duly authorised representative at any time
by notice to the Company; but such revocation will not affect the validity of any acts carried
out by the duly authorised representative before the directors of the Company had actual
notice of the revocation. |
| 14.13 | If
a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise
such persons as it sees fit to act as its representative at any meeting of the Company or
at any meeting of any class of Members provided that the authorisation shall specify the
number and class of Shares in respect of which each such representative is so authorised.
Each person so authorised under the provisions of this Article shall be deemed to have been
duly authorised without further evidence of the facts and be entitled to exercise the same
rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was
the registered holder of such Shares held by the clearing house (or its nominee(s)). |
Member
with mental disorder
| 14.14 | A
Member in respect of whom an order has been made by any court having jurisdiction (whether
in the Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s
receiver, curator bonis or other person authorised in that behalf appointed by that court. |
| 14.15 | For
the purpose of the preceding Article, evidence to the satisfaction of the directors of the
authority of the person claiming to exercise the right to vote must be received not less
than 24 hours before holding the relevant meeting or the adjourned meeting in any manner
specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic
means. In default, the right to vote shall not be exercisable. |
Objections
to admissibility of votes
| 14.16 | An
objection to the validity of a person’s vote may only be raised at the meeting or at
the adjourned meeting at which the vote is sought to be tendered. Any objection duly made
shall be referred to the chairman whose decision shall be final and conclusive. |
Form
of proxy
| 14.17 | An
instrument appointing a proxy shall be in any common form or in any other form approved by
the directors. |
| 14.18 | The
instrument must be in writing and signed in one of the following ways: |
| (b) | by
the Member’s authorised attorney; or |
| (c) | if
the Member is a corporation or other body corporate, under seal or signed by an authorised
officer, secretary or attorney. |
If
the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and
otherwise satisfying these Articles about authentication of Electronic Records.
| 14.19 | The
directors may require the production of any evidence which they consider necessary to determine
the validity of any appointment of a proxy. |
| 14.20 | A
Member may revoke the appointment of a proxy at any time by notice to the Company duly signed
in accordance with the Article above about signing proxies; but such revocation will not
affect the validity of any acts carried out by the proxy before the directors of the Company
had actual notice of the revocation. |
How
and when proxy is to be delivered
| 14.21 | Subject
to the following Articles, the form of appointment of a proxy and any authority under which
it is signed (or a copy of the authority certified notarially or in any other way approved
by the directors) must be delivered so that it is received by the Company not less than 48
hours before the time for holding the meeting or adjourned meeting at which the person named
in the form of appointment of proxy proposes to vote. They must be delivered in either of
the following ways: |
| (a) | In
the case of an instrument in writing, it must be left at or sent by post: |
| (i) | to
the registered office of the Company; or |
| (ii) | to
such other place specified in the notice convening the meeting or in any form of appointment
of proxy sent out by the Company in relation to the meeting. |
| (b) | If,
pursuant to the notice provisions, a notice may be given to the Company in an Electronic
Record, an Electronic Record of an appointment of a proxy must be sent to the address specified
pursuant to those provisions unless another address for that purpose is specified: |
| (i) | in
the notice convening the meeting; or |
| (ii) | in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
| (iii) | in
any invitation to appoint a proxy issued by the Company in relation to the meeting. |
| 14.22 | Where
a poll is taken: |
| (a) | if
it is taken more than seven Clear Days after it is demanded, the form of appointment of a
proxy and any accompanying authority (or an Electronic Record of the same) must be delivered
as required under the preceding Article not less than 24 hours before the time appointed
for the taking of the poll; |
| (b) | but
if it to be taken within seven Clear Days after it was demanded, the form of appointment
of a proxy and any accompanying authority (or an Electronic Record of the same) must be e
delivered as required under the preceding Article not less than two hours before the time
appointed for the taking of the poll. |
| 14.23 | If
the form of appointment of proxy is not delivered on time, it is invalid. |
Voting
by proxy
| 14.24 | A
proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would
have had except to the extent that the instrument appointing him limits those rights. Notwithstanding
the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.
If a Member votes on any resolution a vote by his proxy on the same resolution, unless in
respect of different Shares, shall be invalid. |
Unless
otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.
| 16. | Appointment,
disqualification and removal of directors |
No
age limit
| 16.1 | There
is no age limit for directors save that they must be aged at least 18 years. |
Corporate
directors
| 16.2 | Unless
prohibited by law, a body corporate may be a director. If a body corporate is a director,
these Articles about representation of corporate Members at general meetings apply, mutatis
mutandis, to these Articles about directors’ meetings. |
No
shareholding qualification
| 16.3 | Unless
a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall
be required to own Shares as a condition of his appointment. |
Appointment
and removal of directors
| 16.4 | The
directors shall be divided into three classes: Class I, Class II and Class III. The number
of directors in each class shall be as nearly equal as possible. Upon the adoption of the
Articles, the existing directors shall by resolution classify themselves as Class I, Class
II or Class III directors. The Class I directors shall stand elected for a term expiring
at the Company’s first annual general meeting, the Class II directors shall stand elected
for a term expiring at the Company’s second annual general meeting and the Class III
directors shall stand elected for a term expiring at the Company’s third annual general
meeting. Commencing at the Company’s first annual general meeting, and at each annual
general meeting thereafter, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual general meeting
after their election. All directors shall hold office until the expiration of their respective
terms of office and until their successors shall have been elected and qualified. A director
elected to fill a vacancy resulting from the death, resignation or removal of a director
shall serve for the remainder of the full term of the director whose death, resignation or
removal shall have created such vacancy and until his successor shall have been elected and
qualified. |
| 16.5 | After
the closing of a Business Combination, the Company may by Ordinary Resolution appoint any
person to be a director or may by Ordinary Resolution remove any director. |
| 16.6 | Without
prejudice to the Company’s power to appoint a person to be a director pursuant to these
Articles, the directors shall have power at any time to appoint any person who is willing
to act as a director, either to fill a vacancy or as an additional director. A director elected
to fill a vacancy resulting from the death, resignation or removal of a director shall serve
for the remainder of the full term of the director whose death, resignation or removal shall
have created such vacancy and until his successor shall have been elected and qualified. |
| 16.7 | Notwithstanding
the other provisions of these Articles, in any case where, as a result of death, the Company
has no directors and no shareholders, the personal representatives of the last shareholder
to have died have the power, by notice in writing to the Company, to appoint a person to
be a director. For the purpose of this Article: |
| (a) | where
two or more shareholders die in circumstances rendering it uncertain who was the last to
die, a younger shareholder is deemed to have survived an older shareholder; |
| (b) | if
the last shareholder died leaving a will which disposes of that shareholder’s shares
in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise): |
| (i) | the
expression personal representatives of the last shareholder means: |
| (A) | until
a grant of probate in respect of that will has been obtained from the Grand Court of the
Cayman Islands, all of the executors named in that will who are living at the time the power
of appointment under this Article is exercised; and |
| (B) | after
such grant of probate has been obtained, only such of those executors who have proved that
will; |
| (ii) | without
derogating from section 3(1) of the Succession Act (Revised), the executors named in that
will may exercise the power of appointment under this Article without first obtaining a grant
of probate. |
| 16.8 | A
remaining director may appoint a director even though there is not a quorum of directors. |
| 16.9 | No
appointment can cause the number of directors to exceed the maximum; and any such appointment
shall be invalid. |
| 16.10 | For
so long as Shares are listed on a Designated Stock Exchange, the directors shall include
at least such number of Independent Directors as Applicable Law or the rules and regulations
of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated
Stock Exchange. |
Resignation
of directors
| 16.11 | A
director may at any time resign office by giving to the Company notice in writing or, if
permitted pursuant to the notice provisions, in an Electronic Record delivered in either
case in accordance with those provisions. |
| 16.12 | Unless
the notice specifies a different date, the director shall be deemed to have resigned on the
date that the notice is delivered to the Company. |
Termination
of the office of director
| 16.13 | A
director’s office shall be terminated forthwith if: |
| (a) | he
is prohibited by the law of the Islands from acting as a director; or |
| (b) | he
is made bankrupt or makes an arrangement or composition with his creditors generally; or |
| (c) | in
the opinion of a registered medical practitioner by whom he is being treated he becomes physically
or mentally incapable of acting as a director; or |
| (d) | he
is made subject to any law relating to mental health or incompetence, whether by court order
or otherwise; |
| (e) | without
the consent of the other directors, he is absent from meetings of directors for a continuous
period of six months; or |
| (f) | all
of the other directors (being not less than two in number) determine that he should be removed
as a director, either by a resolution passed by all of the other directors at a meeting of
the directors duly convened and held in accordance with these Articles or by a resolution
in writing signed by all of the other directors. |
Appointment
and removal
| 17.1 | Any
director may appoint any other person, including another director, to act in his place as
an alternate director. No appointment shall take effect until the director has given notice
of the appointment to the other directors. Such notice must be given to each other director
by either of the following methods: |
| (a) | by
notice in writing in accordance with the notice provisions; |
| (b) | if
the other director has an email address, by emailing to that address a scanned copy of the
notice as a PDF attachment (the PDF version being deemed to be the notice unless Article
32.7 applies), in which event notice shall be taken to be given on the date of receipt by
the recipient in readable form. For the avoidance of doubt, the same email may be sent to
the email address of more than one director (and to the email address of the Company pursuant
to Article 17.4(c)). |
| 17.2 | Without
limitation to the preceding Article, a director may appoint an alternate for a particular
meeting by sending an email to his fellow directors informing them that they are to take
such email as notice of such appointment for such meeting. Such appointment shall be effective
without the need for a signed notice of appointment or the giving of notice to the Company
in accordance with Article 17.4. |
| 17.3 | A
director may revoke his appointment of an alternate at any time. No revocation shall take
effect until the director has given notice of the revocation to the other directors. Such
notice must be given by either of the methods specified in Article 17.1. |
| 17.4 | A
notice of appointment or removal of an alternate director must also be given to the Company
by any of the following methods: |
| (a) | by
notice in writing in accordance with the notice provisions; |
| (b) | if
the Company has a facsimile address for the time being, by sending by facsimile transmission
to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission
to the facsimile address of the Company’s registered office a facsimile copy (in either
case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which
event notice shall be taken to be given on the date of an error-free transmission report
from the sender’s fax machine; |
| (c) | if
the Company has an email address for the time being, by emailing to that email address a
scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address
provided by the Company’s registered office a scanned copy of the notice as a PDF attachment
(in either case, the PDF version being deemed to be the notice unless Article 32.7 applies),
in which event notice shall be taken to be given on the date of receipt by the Company or
the Company’s registered office (as appropriate) in readable form; or |
| (d) | if
permitted pursuant to the notice provisions, in some other form of approved Electronic Record
delivered in accordance with those provisions in writing. |
Notices
| 17.5 | All
notices of meetings of directors shall continue to be given to the appointing director and
not to the alternate. |
Rights
of alternate director
| 17.6 | An
alternate director shall be entitled to attend and vote at any board meeting or meeting of
a committee of the directors at which the appointing director is not personally present,
and generally to perform all the functions of the appointing director in his absence. |
| 17.7 | For
the avoidance of doubt: |
| (a) | if
another director has been appointed an alternate director for one or more directors, he shall
be entitled to a separate vote in his own right as a director and in right of each other
director for whom he has been appointed an alternate; and |
| (b) | if
a person other than a director has been appointed an alternate director for more than one
director, he shall be entitled to a separate vote in right of each director for whom he has
been appointed an alternate. |
| 17.8 | An
alternate director, however, is not entitled to receive any remuneration from the Company
for services rendered as an alternate director. |
Appointment
ceases when the appointor ceases to be a director
| 17.9 | An
alternate director shall cease to be an alternate director if the director who appointed
him ceases to be a director. |
Status
of alternate director
| 17.10 | An
alternate director shall carry out all functions of the director who made the appointment. |
| 17.11 | Save
where otherwise expressed, an alternate director shall be treated as a director under these
Articles. |
| 17.12 | An
alternate director is not the agent of the director appointing him. |
| 17.13 | An
alternate director is not entitled to any remuneration for acting as alternate director. |
Status
of the director making the appointment
| 17.14 | A
director who has appointed an alternate is not thereby relieved from the duties which he
owes the Company. |
Powers
of directors
| 18.1 | Subject
to the provisions of the Act, the Memorandum and these Articles, the business of the Company
shall be managed by the directors who may for that purpose exercise all the powers of the
Company. |
| 18.2 | No
prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum
or these Articles. However, to the extent allowed by the Act, following the consummation
of the IPO Members may by Special Resolution validate any prior or future act of the directors
which would otherwise be in breach of their duties. |
Appointments
to office
| 18.3 | The
directors may appoint a director: |
| (a) | as
chairman of the board of directors; |
| (b) | as
vice-chairman of the board of directors; |
| (d) | to
any other executive office |
for
such period and on such terms, including as to remuneration, as they think fit.
| 18.4 | The
appointee must consent in writing to holding that office. |
| 18.5 | Where
a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors. |
| 18.6 | If
there is no chairman, or if the chairman is unable to preside at a meeting, that meeting
may select its own chairman; or the directors may nominate one of their number to act in
place of the chairman should he ever not be available. |
| 18.7 | Subject
to the provisions of the Act, the directors may also appoint any person, who need not be
a director: |
| (b) | to
any office that may be required (including, for the avoidance of doubt, one or more chief
executive officers, presidents, a chief financial officer, a treasurer, vice-presidents,
one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant
secretaries), |
for
such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given
any title the directors decide.
| 18.8 | The
Secretary or Officer must consent in writing to holding that office. |
| 18.9 | A
director, Secretary or other Officer of the Company may not hold the office, or perform the
services, of Auditor. |
Remuneration
| 18.10 | The
remuneration to be paid to the directors, if any, shall be such remuneration as the directors
shall determine, provided that no cash remuneration shall be paid to any director prior to
the consummation of a Business Combination. The directors shall also, whether prior to or
after the consummation of a Business Combination, be entitled to be paid all out of pocket
expenses properly incurred by them in connection with activities on behalf of the Company,
including identifying and consummating a Business Combination. |
| 18.11 | Remuneration
may take any form and may include arrangements to pay pensions, health insurance, death or
sickness benefits, whether to the director or to any other person connected to or related
to him. |
| 18.12 | Unless
his fellow directors determine otherwise, a director is not accountable to the Company for
remuneration or other benefits received from any other company which is in the same group
as the Company or which has common shareholdings. |
Disclosure
of information
| 18.13 | The
directors may release or disclose to a third party any information regarding the affairs
of the Company, including any information contained in the Register of Members relating to
a Member, (and they may authorise any director, Officer or other authorised agent of the
Company to release or disclose to a third party any such information in his possession) if: |
| (a) | the
Company or that person, as the case may be, is lawfully required to do so under the laws
of any jurisdiction to which the Company is subject; or |
| (b) | such
disclosure is in compliance with the rules of any stock exchange upon which the Company’s
shares are listed; or |
| (c) | such
disclosure is in accordance with any contract entered into by the Company; or |
| (d) | the
directors are of the opinion such disclosure would assist or facilitate the Company’s
operations. |
Power
to delegate any of the directors’ powers to a committee
| 19.1 | The
directors may delegate any of their powers to any committee consisting of one or more persons
who need not be Members (including, without limitation, the Audit Committee, the Compensation
Committee and the Nominating Committee). Persons on the committee may include non-directors
so long as the majority of those persons are directors. |
| 19.2 | The
delegation may be collateral with, or to the exclusion of, the directors’ own powers. |
| 19.3 | The
delegation may be on such terms as the directors think fit, including provision for the committee
itself to delegate to a sub-committee; save that any delegation must be capable of being
revoked or altered by the directors at will. |
| 19.4 | Unless
otherwise permitted by the directors, a committee must follow the procedures prescribed for
the taking of decisions by directors. |
| 19.5 | The
directors may adopt formal written charters for committees and, if so adopted, shall review
and assess the adequacy of such formal written charters on an annual basis. Each of these
committees shall be empowered to do all things necessary to exercise the rights of such committee
set forth in the Articles and shall have such powers as the directors may delegate pursuant
to the Articles and as required by the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.
Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if
established, shall consist of such number of directors as the directors shall from time to
time determine (or such minimum number as may be required from time to time by the rules
and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law). For so long as any class of Shares is listed
on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee shall be made up of such number of Independent
Directors as is required from time to time by the rules and regulations of the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law. |
Power
to appoint an agent of the Company
| 19.6 | The
directors may appoint any person, either generally or in respect of any specific matter,
to be the agent of the Company with or without authority for that person to delegate all
or any of that person’s powers. The directors may make that appointment: |
| (a) | by
causing the Company to enter into a power of attorney or agreement; or |
| (b) | in
any other manner they determine. |
Power
to appoint an attorney or authorised signatory of the Company
| 19.7 | The
directors may appoint any person, whether nominated directly or indirectly by the directors,
to be the attorney or the authorised signatory of the Company. The appointment may be: |
| (b) | with
the powers, authorities and discretions; |
| (d) | subject
to such conditions |
as
they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under
these Articles. The directors may do so by power of attorney or any other manner they think fit.
| 19.8 | Any
power of attorney or other appointment may contain such provision for the protection and
convenience for persons dealing with the attorney or authorised signatory as the directors
think fit. Any power of attorney or other appointment may also authorise the attorney or
authorised signatory to delegate all or any of the powers, authorities and discretions vested
in that person. |
Power
to appoint a proxy
| 19.9 | Any
director may appoint any other person, including another director, to represent him at any
meeting of the directors. If a director appoints a proxy, then for all purposes the presence
or vote of the proxy shall be deemed to be that of the appointing director. |
| 19.10 | Articles
17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors)
apply, mutatis mutandis, to the appointment of proxies by directors. |
| 19.11 | A
proxy is an agent of the director appointing him and is not an Officer. |
Regulation
of directors’ meetings
| 20.1 | Subject
to the provisions of these Articles, the directors may regulate their proceedings as they
think fit. |
Calling
meetings
| 20.2 | Any
director may call a meeting of directors at any time. The Secretary, if any, must call a
meeting of the directors if requested to do so by a director. |
Notice
of meetings
| 20.3 | Every
director shall be given notice of a meeting, although a director may waive retrospectively
the requirement to be given notice. Notice may be oral. Attendance at a meeting without written
objection shall be deemed to be a waiver of such notice requirement. |
Period
of notice
| 20.4 | At
least five Clear Days’ notice of a meeting of directors must be given to directors.
A meeting may be convened on shorter notice with the consent of all directors. |
Use
of technology
| 20.5 | A
director may participate in a meeting of directors through the medium of conference telephone,
video or any other form of communications equipment providing all persons participating in
the meeting are able to hear and speak to each other throughout the meeting. |
| 20.6 | A
director participating in this way is deemed to be present in person at the meeting. |
Place
of meetings
| 20.7 | If
all the directors participating in a meeting are not in the same place, they may decide that
the meeting is to be treated as taking place wherever any of them is. |
Quorum
| 20.8 | The
quorum for the transaction of business at a meeting of directors shall be two unless the
directors fix some other number or unless the Company has only one director. |
Voting
| 20.9 | A
question which arises at a board meeting shall be decided by a majority of votes. If votes
are equal the chairman may, if he wishes, exercise a casting vote. |
Validity
| 20.10 | Anything
done at a meeting of directors is unaffected by the fact that it is later discovered that
any person was not properly appointed, or had ceased to be a director, or was otherwise not
entitled to vote. |
Recording
of dissent
| 20.11 | A
director present at a meeting of directors shall be presumed to have assented to any action
taken at that meeting unless: |
| (a) | his
dissent is entered in the minutes of the meeting; or |
| (b) | he
has filed with the meeting before it is concluded signed dissent from that action; or |
| (c) | he
has forwarded to the Company as soon as practical following the conclusion of that meeting
signed dissent. |
A
director who votes in favour of an action is not entitled to record his dissent to it.
Written
resolutions
| 20.12 | The
directors may pass a resolution in writing without holding a meeting if all directors sign
a document or sign several documents in the like form each signed by one or more of those
directors. |
| 20.13 | Despite
the foregoing, a resolution in writing signed by a validly appointed alternate director or
by a validly appointed proxy need not also be signed by the appointing director. If a written
resolution is signed personally by the appointing director, it need not also be signed by
his alternate or proxy. |
| 20.14 | Such
written resolution shall be as effective as if it had been passed at a meeting of the directors
duly convened and held; and it shall be treated as having been passed on the day and at the
time that the last director signs. |
Sole
director’s minute
| 20.15 | Where
a sole director signs a minute recording his decision on a question, that record shall constitute
the passing of a resolution in those terms. |
| 21. | Permissible
directors’ interests and disclosure |
Permissible
interests subject to disclosure
| 21.1 | Save
as expressly permitted by these Articles or as set out below, a director may not have a direct
or indirect interest or duty which conflicts or may possibly conflict with the interests
of the Company. |
| 21.2 | If,
notwithstanding the prohibition in the preceding Article, a director discloses to his fellow
directors the nature and extent of any material interest or duty in accordance with the next
Article, he may: |
| (a) | be
a party to, or otherwise interested in, any transaction or arrangement with the Company or
in which the Company is or may otherwise be interested; or |
| (b) | be
interested in another body corporate promoted by the Company or in which the Company is otherwise
interested. In particular, the director may be a director, secretary or officer of, or employed
by, or be a party to any transaction or arrangement with, or otherwise interested in, that
other body corporate. |
| 21.3 | Such
disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must
be made in writing). The director must disclose the nature and extent of his direct or indirect
interest in or duty in relation to a transaction or arrangement or series of transactions
or arrangements with the Company or in which the Company has any material interest. |
| 21.4 | If
a director has made disclosure in accordance with the preceding Article, then he shall not,
by reason only of his office, be accountable to the Company for any benefit that he derives
from any such transaction or arrangement or from any such office or employment or from any
interest in any such body corporate, and no such transaction or arrangement shall be liable
to be avoided on the ground of any such interest or benefit. |
Notification
of interests
| 21.5 | For
the purposes of the preceding Articles: |
| (a) | a
general notice that a director gives to the other directors that he is to be regarded as
having an interest of the nature and extent specified in the notice in any transaction or
arrangement in which a specified person or class of persons is interested shall be deemed
to be a disclosure that he has an interest in or duty in relation to any such transaction
of the nature and extent so specified; and |
| (b) | an
interest of which a director has no knowledge and of which it is unreasonable to expect him
to have knowledge shall not be treated as an interest of his. |
Voting
where a director is interested in a matter
| 21.6 | A
director may vote at a meeting of directors on any resolution concerning a matter in which
that director has an interest or duty, whether directly or indirectly, so long as that director
discloses any material interest pursuant to these Articles. The director shall be counted
towards a quorum of those present at the meeting. If the director votes on the resolution,
his vote shall be counted. |
| 21.7 | Where
proposals are under consideration concerning the appointment of two or more directors to
offices or employment with the Company or any body corporate in which the Company is interested,
the proposals may be divided and considered in relation to each director separately and each
of the directors concerned shall be entitled to vote and be counted in the quorum in respect
of each resolution except that concerning his or her own appointment. |
The
Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.
Accounting
and other records
| 23.1 | The
directors must ensure that proper accounting and other records are kept, and that accounts
and associated reports are distributed in accordance with the requirements of the Act. |
No
automatic right of inspection
| 23.2 | Members
are only entitled to inspect the Company’s records if they are expressly entitled to
do so by law, or by resolution made by the directors or passed by Ordinary Resolution. |
Sending
of accounts and reports
| 23.3 | The
Company’s accounts and associated directors’ report or auditor’s report
that are required or permitted to be sent to any person pursuant to any law shall be treated
as properly sent to that person if: |
| (a) | they
are sent to that person in accordance with the notice provisions: or |
| (b) | they
are published on a website providing that person is given separate notice of: |
| (i) | the
fact that publication of the documents has been published on the website; |
| (ii) | the
address of the website; and |
| (iii) | the
place on the website where the documents may be accessed; and |
| (iv) | how
they may be accessed. |
| 23.4 | If,
for any reason, a person notifies the Company that he is unable to access the website, the
Company must, as soon as practicable, send the documents to that person by any other means
permitted by these Articles. This, however, will not affect when that person is taken to
have received the documents under the next Article. |
Time
of receipt if documents are published on a website
| 23.5 | Documents
sent by being published on a website in accordance with the preceding two Articles are only
treated as sent at least five Clear Days before the date of the meeting at which they are
to be laid if: |
| (a) | the
documents are published on the website throughout a period beginning at least five Clear
Days before the date of the meeting and ending with the conclusion of the meeting; and |
| (b) | the
person is given at least five Clear Days’ notice of the hearing. |
Validity
despite accidental error in publication on website
| 23.6 | If,
for the purpose of a meeting, documents are sent by being published on a website in accordance
with the preceding Articles, the proceedings at that meeting are not invalidated merely because: |
| (a) | those
documents are, by accident, published in a different place on the website to the place notified;
or |
| (b) | they
are published for part only of the period from the date of notification until the conclusion
of that meeting. |
Audit
| 23.7 | The
directors may appoint an Auditor of the Company who shall hold office on such terms as the
directors determine. |
| 23.8 | Without
prejudice to the freedom of the directors to establish any other committee, if the Shares
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
and if required by the Designated Stock Exchange, the directors shall establish and maintain
an Audit Committee as a committee of the directors and shall adopt a formal written Audit
Committee charter and review and assess the adequacy of the formal written charter on an
annual basis. The composition and responsibilities of the Audit Committee shall comply with
the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee
shall meet at least once every financial quarter, or more frequently as circumstances dictate. |
| 23.9 | If
the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct
an appropriate review of all related party transactions on an ongoing basis and shall utilise
the Audit Committee for the review and approval of potential conflicts of interest. |
| 23.10 | The
remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
| 23.11 | If
the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services
are required, the directors shall fill the vacancy and determine the remuneration of such
Auditor. |
| 23.12 | Every
Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the directors and officers
of the Company such information and explanation as may be necessary for the performance of
the duties of the Auditor. |
| 23.13 | Auditors
shall, if so required by the directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in
the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment in the
case of a company which is registered with the Registrar of Companies as an exempted company,
and at any other time during their term of office, upon request of the directors or any general
meeting of the Members. |
| 24.14 | Any
payment made to members of the Audit Committee (if one exists) shall require the review and
approval of the directors, with any director interested in such payment abstaining from such
review and approval. |
| 24.15 | The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance
is identified, the Audit Committee shall be charged with the responsibility to take all action
necessary to rectify such non-compliance or otherwise cause compliance with the terms of
the IPO. |
Unless
the directors otherwise specify, the financial year of the Company:
| (a) | shall
end on 31st December in the year of its incorporation and each following year; and |
| (b) | shall
begin when it was incorporated and on 1st January each following year. |
Except
to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:
| (a) | calling
a general meeting; |
| (b) | declaring
or paying a dividend; |
| (c) | making
or issuing an allotment of Shares; or |
| (d) | conducting
any other business required pursuant to these Articles. |
The
record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.
Declaration
of dividends by Members
| 26.1 | Subject
to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in
accordance with the respective rights of the Members but no dividend shall exceed the amount
recommended by the directors. |
Payment
of interim dividends and declaration of final dividends by directors
| 26.2 | The
directors may pay interim dividends or declare final dividends in accordance with the respective
rights of the Members if it appears to them that they are justified by the financial position
of the Company and that such dividends may lawfully be paid. |
| 26.3 | Subject
to the provisions of the Act, in relation to the distinction between interim dividends and
final dividends, the following applies: |
| (a) | Upon
determination to pay a dividend or dividends described as interim by the directors in the
dividend resolution, no debt shall be created by the declaration until such time as payment
is made. |
| (b) | Upon
declaration of a dividend or dividends described as final by the directors in the dividend
resolution, a debt shall be created immediately following the declaration, the due date to
be the date the dividend is stated to be payable in the resolution. |
If
the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
| 26.4 | In
relation to Shares carrying differing rights to dividends or rights to dividends at a fixed
rate, the following applies: |
| (a) | If
the share capital is divided into different classes, the directors may pay dividends on Shares
which confer deferred or non- preferred rights with regard to dividends as well as on Shares
which confer preferential rights with regard to dividends but no dividend shall be paid on
Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrears. |
| (b) | The
directors may also pay, at intervals settled by them, any dividend payable at a fixed rate
if it appears to them that there are sufficient funds of the Company lawfully available for
distribution to justify the payment. |
| (c) | If
the directors act in good faith, they shall not incur any liability to the Members holding
Shares conferring preferred rights for any loss those Members may suffer by the lawful payment
of the dividend on any Shares having deferred or non-preferred rights. |
Apportionment
of dividends
| 26.5 | Except
as otherwise provided by the rights attached to Shares, all dividends shall be declared and
paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends
shall be apportioned and paid proportionately to the amount paid up on the Shares during
the time or part of the time in respect of which the dividend is paid. If a Share is issued
on terms providing that it shall rank for dividend as from a particular date, that Share
shall rank for dividend accordingly. |
Right
of set off
| 26.6 | The
directors may deduct from a dividend or any other amount payable to a person in respect of
a Share any amount due by that person to the Company on a call or otherwise in relation to
a Share. |
Power
to pay other than in cash
| 26.7 | If
the directors so determine, any resolution declaring a dividend may direct that it shall
be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation
to the distribution, the directors may settle that difficulty in any way they consider appropriate.
For example, they may do any one or more of the following: |
| (a) | issue
fractional Shares; |
| (b) | fix
the value of assets for distribution and make cash payments to some Members on the footing
of the value so fixed in order to adjust the rights of Members; and |
| (c) | vest
some assets in trustees. |
How
payments may be made
| 26.8 | A
dividend or other monies payable on or in respect of a Share may be paid in any of the following
ways: |
| (a) | if
the Member holding that Share or other person entitled to that Share nominates a bank account
for that purpose - by wire transfer to that bank account; or |
| (b) | by
cheque or warrant sent by post to the registered address of the Member holding that Share
or other person entitled to that Share. |
| 26.9 | For
the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or
in an Electronic Record and the bank account nominated may be the bank account of another
person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable
Law or regulation, the cheque or warrant shall be made to the order of the Member holding
that Share or other person entitled to the Share or to his nominee, whether nominated in
writing or in an Electronic Record, and payment of the cheque or warrant shall be a good
discharge to the Company. |
| 26.10 | If
two or more persons are registered as the holders of the Share or are jointly entitled to
it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend
(or other amount) payable on or in respect of that Share may be paid as follows: |
| (a) | to
the registered address of the Joint Holder of the Share who is named first on the Register
of Members or to the registered address of the deceased or bankrupt holder, as the case may
be; or |
| (b) | to
the address or bank account of another person nominated by the Joint Holders, whether that
nomination is in writing or in an Electronic Record. |
| 26.11 | Any
Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable
in respect of that Share. |
Dividends
or other moneys not to bear interest in absence of special rights
| 26.12 | Unless
provided for by the rights attached to a Share, no dividend or other monies payable by the
Company in respect of a Share shall bear interest. |
Dividends
unable to be paid or unclaimed
| 26.13 | If
a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was
declared or both, the directors may pay it into a separate account in the Company’s
name. If a dividend is paid into a separate account, the Company shall not be constituted
trustee in respect of that account and the dividend shall remain a debt due to the Member. |
| 26.14 | A
dividend that remains unclaimed for a period of six years after it became due for payment
shall be forfeited to, and shall cease to remain owing by, the Company. |
| 27. | Capitalisation
of profits |
Capitalisation
of profits or of any share premium account or capital redemption reserve
| 27.1 | The
directors may resolve to capitalise: |
| (a) | any
part of the Company’s profits not required for paying any preferential dividend (whether
or not those profits are available for distribution); or |
| (b) | any
sum standing to the credit of the Company’s share premium account or capital redemption
reserve, if any. |
The
amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way
of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:
| (a) | by
paying up the amounts unpaid on that Member’s Shares; |
| (b) | by
issuing Fully Paid Shares, debentures or other securities of the Company to that Member or
as that Member directs. The directors may resolve that any Shares issued to the Member in
respect of partly paid Shares (Original Shares) rank for dividend only to the extent that
the Original Shares rank for dividend while those Original Shares remain partly paid. |
Applying
an amount for the benefit of members
| 27.2 | The
amount capitalised must be applied to the benefit of Members in the proportions to which
the Members would have been entitled to dividends if the amount capitalised had been distributed
as a dividend. |
| 27.3 | Subject
to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member,
the directors may issue a fractional certificate to that Member or pay him the cash equivalent
of the fraction. |
directors
to maintain share premium account
| 28.1 | The
directors shall establish a share premium account in accordance with the Act. They shall
carry to the credit of that account from time to time an amount equal to the amount or value
of the premium paid on the issue of any Share or capital contributed or such other amounts
required by the Act. |
Debits
to share premium account
| 28.2 | The
following amounts shall be debited to any share premium account: |
| (a) | on
the redemption or purchase of a Share, the difference between the nominal value of that Share
and the redemption or purchase price; and |
| (b) | any
other amount paid out of a share premium account as permitted by the Act. |
| 28.3 | Notwithstanding
the preceding Article, on the redemption or purchase of a Share, the directors may pay the
difference between the nominal value of that Share and the redemption purchase price out
of the profits of the Company or, as permitted by the Act, out of capital. |
Company
seal
| 29.1 | The
Company may have a seal if the directors so determine. |
Duplicate
seal
| 29.2 | Subject
to the provisions of the Act, the Company may also have a duplicate seal or seals for use
in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the
original seal of the Company. However, if the directors so determine, a duplicate seal shall
have added on its face the name of the place where it is to be used. |
When
and how seal is to be used
| 29.3 | A
seal may only be used by the authority of the directors. Unless the directors otherwise determine,
a document to which a seal is affixed must be signed in one of the following ways: |
| (a) | by
a director (or his alternate) and the Secretary; or |
| (b) | by
a single director (or his alternate). |
If
no seal is adopted or used
| 29.4 | If
the directors do not adopt a seal, or a seal is not used, a document may be executed in the
following manner: |
| (a) | by
a director (or his alternate) or any Officer to which authority has been delegated by resolution
duly adopted by the directors; or |
| (b) | by
a single director (or his alternate); or |
| (c) | in
any other manner permitted by the Act. |
Power
to allow non-manual signatures and facsimile printing of seal
| 29.5 | The
directors may determine that either or both of the following applies: |
| (a) | that
the seal or a duplicate seal need not be affixed manually but may be affixed by some other
method or system of reproduction; |
| (b) | that
a signature required by these Articles need not be manual but may be a mechanical or Electronic
Signature. |
Validity
of execution
| 29.6 | If
a document is duly executed and delivered by or on behalf of the Company, it shall not be
regarded as invalid merely because, at the date of the delivery, the Secretary, or the director,
or other Officer or person who signed the document or affixed the seal for and on behalf
of the Company ceased to be the Secretary or hold that office and authority on behalf of
the Company. |
Indemnity
| 30.1 | To
the maximum extent permitted by Applicable Law, the Company shall indemnify each existing
or former Secretary, director (including alternate director), and other Officer of the Company
(including an investment adviser or an administrator or liquidator) and their personal representatives
against: |
| (a) | all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or
sustained by the existing or former Secretary, director or Officer in or about the conduct
of the Company’s business or affairs or in the execution or discharge of the existing
or former Secretary’s, director’s or Officer’s duties, powers, authorities
or discretions; and |
| (b) | without
limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing
or former Secretary, director or Officer in defending (whether successfully or otherwise)
any civil, criminal, administrative or investigative proceedings (whether threatened, pending
or completed) concerning the Company or its affairs in any court or tribunal, whether in
the Islands or elsewhere. |
Such
indemnity only applies if the directors are of the view that, in the absence of fraud, wilful default or wilful neglect, such existing
or former Secretary, director or Officer acted honestly and in good faith with a view to what the person believes is in the best interests
of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful.
No such existing or former Secretary, director or Officer, however, shall be indemnified in respect of any matter arising out of his
own actual fraud, wilful default or wilful neglect.
| 30.2 | To
the extent permitted by Applicable Law, the Company may make a payment, or agree to make
a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by
an existing or former Secretary, director or Officer of the Company in respect of any matter
identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the
Secretary, director or Officer must repay the amount paid by the Company to the extent that
it is ultimately found not liable to indemnify the Secretary, director or that Officer for
those legal costs. |
Release
| 30.3 | To
the extent permitted by Applicable Law, the Company may by Special Resolution release any
existing or former director (including alternate director), Secretary or other Officer of
the Company from liability for any loss or damage or right to compensation which may arise
out of or in connection with the execution or discharge of the duties, powers, authorities
or discretions of his office; but there may be no release from liability arising out of or
in connection with that person’s own actual fraud, wilful default or wilful neglect. |
Insurance
| 30.4 | To
the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in
respect of a contract insuring each of the following persons against risks determined by
the directors, other than liability arising out of that person’s own dishonesty: |
| (a) | an
existing or former director (including alternate director), Secretary or Officer or auditor
of: |
| (ii) | a
company which is or was a subsidiary of the Company; |
| (iii) | a
company in which the Company has or had an interest (whether direct or indirect); and |
| (b) | a
trustee of an employee or retirement benefits scheme or other trust in which any of the persons
referred to in paragraph (a) is or was interested. |
Form
of notices
| 31.1 | Save
where these Articles provide otherwise, any notice to be given to or by any person pursuant
to these Articles shall be: |
| (a) | in
writing signed by or on behalf of the giver in the manner set out below for written notices;
or |
| (b) | subject
to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic
Signature and authenticated in accordance with Articles about authentication of Electronic
Records; or |
| (c) | where
these Articles expressly permit, by the Company by means of a website. |
Electronic
communications
| 31.2 | Without
limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by
directors of alternate directors) and to Articles 19.8to 19.10 inclusive (relating to the
appointment by directors of proxies), a notice may only be given to the Company in an Electronic
Record if: |
| (a) | the
directors so resolve; |
| (b) | the
resolution states how an Electronic Record may be given and, if applicable, specifies an
email address for the Company; and |
| (c) | the
terms of that resolution are notified to the Members for the time being and, if applicable,
to those directors who were absent from the meeting at which the resolution was passed. |
If
the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.
| 31.3 | A
notice may not be given by Electronic Record to a person other than the Company unless the
recipient has notified the giver of an Electronic address to which notice may be sent. |
Persons
authorised to give notices
| 31.4 | A
notice by either the Company or a Member pursuant to these Articles may be given on behalf
of the Company or a Member by a director or company secretary of the Company or a Member. |
Delivery
of written notices
| 31.5 | Save
where these Articles provide otherwise, a notice in writing may be given personally to the
recipient, or left at (as appropriate) the Member’s or director’s registered
address or the Company’s registered office, or posted to that registered address or
registered office. |
Joint
holders
| 31.6 | Where
Members are joint holders of a Share, all notices shall be given to the Member whose name
first appears in the Register of Members. |
Signatures
| 31.7 | A
written notice shall be signed when it is autographed by or on behalf of the giver, or is
marked in such a way as to indicate its execution or adoption by the giver. |
| 31.8 | An
Electronic Record may be signed by an Electronic Signature. |
Evidence
of transmission
| 31.9 | A
notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating
the time, date and content of the transmission, and if no notification of failure to transmit
is received by the giver. |
| 31.10 | A
notice given in writing shall be deemed sent if the giver can provide proof that the envelope
containing the notice was properly addressed, pre-paid and posted, or that the written notice
was otherwise properly transmitted to the recipient. |
Giving
notice to a deceased or bankrupt Member
| 31.11 | A
notice may be given by the Company to the persons entitled to a Share in consequence of the
death or bankruptcy of a Member by sending or delivering it, in any manner authorised by
these Articles for the giving of notice to a Member, addressed to them by name, or by the
title of representatives of the deceased, or trustee of the bankrupt or by any like description,
at the address, if any, supplied for that purpose by the persons claiming to be so entitled. |
| 31.12 | Until
such an address has been supplied, a notice may be given in any manner in which it might
have been given if the death or bankruptcy had not occurred. |
Date
of giving notices
| 31.13 | A
notice is given on the date identified in the following table. |
| Method
for giving notices |
|
When
taken to be given |
| Personally |
|
At
the time and date of delivery |
| By
leaving it at the member’s registered address |
|
At
the time and date it was left |
| If
the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient |
|
48
hours after it was posted |
| If
the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient |
|
3
Clear Days after posting |
| By
Electronic Record (other than publication on a website), to recipient’s Electronic address |
|
Within
24 hours after it was sent |
| By
publication on a website |
|
See
these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a
website |
Saving
provision
| 31.14 | None
of the preceding notice provisions shall derogate from these Articles about the delivery
of written resolutions of directors and written resolutions of Members. |
| 32. | Authentication
of Electronic Records |
Application
of Articles
| 32.1 | Without
limitation to any other provision of these Articles, any notice, written resolution or other
document under these Articles that is sent by Electronic means by a Member, or by the Secretary,
or by a director or other Officer of the Company, shall be deemed to be authentic if either
Article 32.2 or Article 32.4 applies. |
Authentication
of documents sent by Members by Electronic means
| 32.2 | An
Electronic Record of a notice, written resolution or other document sent by Electronic means
by or on behalf of one or more Members shall be deemed to be authentic if the following conditions
are satisfied: |
| (a) | the
Member or each Member, as the case may be, signed the original document, and for this purpose
Original Document includes several documents in like form signed by one or more of those
Members; and |
| (b) | the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction
of, that Member to an address specified in accordance with these Articles for the purpose
for which it was sent; and |
| (c) | Article
32.7 does not apply. |
| 32.3 | For
example, where a sole Member signs a resolution and sends the Electronic Record of the original
resolution, or causes it to be sent, by facsimile transmission to the address in these Articles
specified for that purpose, the facsimile copy shall be deemed to be the written resolution
of that Member unless Article 32.7 applies. |
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
| 32.4 | An
Electronic Record of a notice, written resolution or other document sent by or on behalf
of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic
if the following conditions are satisfied: |
| (a) | the
Secretary or the Officer or each Officer, as the case may be, signed the original document,
and for this purpose Original Document includes several documents in like form signed by
the Secretary or one or more of those Officers; and |
| (b) | the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction
of, the Secretary or that Officer to an address specified in accordance with these Articles
for the purpose for which it was sent; and |
| (c) | Article
32.7 does not apply. |
This
Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the
Company.
| 32.5 | For
example, where a sole director signs a resolution and scans the resolution, or causes it
to be scanned, as a PDF version which is attached to an email sent to the address in these
Articles specified for that purpose, the PDF version shall be deemed to be the written resolution
of that director unless Article 32.7 applies. |
Manner
of signing
| 32.6 | For
the purposes of these Articles about the authentication of Electronic Records, a document
will be taken to be signed if it is signed manually or in any other manner permitted by these
Articles. |
Saving
provision
| 32.7 | A
notice, written resolution or other document under these Articles will not be deemed to be
authentic if the recipient, acting reasonably: |
| (a) | believes
that the signature of the signatory has been altered after the signatory had signed the original
document; or |
| (b) | believes
that the original document, or the Electronic Record of it, was altered, without the approval
of the signatory, after the signatory signed the original document; or |
| (c) | otherwise
doubts the authenticity of the Electronic Record of the document |
and
the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender
may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
| 33. | Transfer
by way of continuation |
| 33.1 | The
Company may, by Special Resolution, resolve to be registered by way of continuation in a
jurisdiction outside: |
| (b) | such
other jurisdiction in which it is, for the time being, incorporated, registered or existing. |
| 33.2 | To
give effect to any resolution made pursuant to the preceding Article, the directors may cause
the following: |
| (a) | an
application be made to the Registrar of Companies to deregister the Company in the Islands
or in the other jurisdiction in which it is for the time being incorporated, registered or
existing; and |
| (b) | all
such further steps as they consider appropriate to be taken to effect the transfer by way
of continuation of the Company. |
Distribution
of assets in specie
| 34.1 | If
the Company is wound up, the Members may, subject to these Articles and any other sanction
required by the Act, pass a Special Resolution allowing the liquidator to do either or both
of the following: |
| (a) | to
divide in specie among the Members the whole or any part of the assets of the Company and,
for that purpose, to value any assets and to determine how the division shall be carried
out as between the Members or different classes of Members; |
| (b) | to
vest the whole or any part of the assets in trustees for the benefit of Members and those
liable to contribute to the winding up. |
No
obligation to accept liability
| 34.2 | No
Member shall be compelled to accept any assets if an obligation attaches to them. |
The
directors are authorised to present a winding up petition
| 34.3 | The
directors have the authority to present a petition for the winding up of the Company to the
Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution
passed at a general meeting. |
| 35. | Amendment
of Memorandum and Articles |
Power
to change name or amend Memorandum
| 35.1 | Subject
to the Act, the Company may, by Special Resolution: |
| (b) | change
the provisions of its Memorandum with respect to its objects, powers or any other matter
specified in the Memorandum. |
Power
to amend these Articles
| 35.2 | Subject
to the Act and as provided in these Articles, the Company may, by Special Resolution, amend
these Articles in whole or in part. |
| 36. | Mergers
and Consolidations |
The
Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as
the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
| 37.1 | Notwithstanding
any other provision of these Articles, this Article 37 shall apply during the period commencing
upon the adoption of these Articles and terminating upon the first to occur of the consummation
of any Business Combination and the distribution of the Trust Account pursuant to Article
37.10. In the event of a conflict between this Article 37 and any other Articles, the provisions
of this Article 37 shall prevail and this Article may not be amended prior to the consummation
of a Business Combination without a Special Resolution. |
| 37.2 | Prior
to the consummation of any Business Combination, the Company shall either: |
| (a) | submit
such Business Combination to its Members for approval; or |
| (b) | provide
Members with the opportunity to have their Shares repurchased by means of a tender offer
(a Tender Offer) for a per-Share repurchase price payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, calculated as of two business days prior to
the consummation of such Business Combination, including interest earned on the funds held
in the Trust Account not previously released to the Company to pay its income taxes, if any,
divided by the number of Public Shares then in issue, provided that the Company shall not
repurchase Public Shares in an amount that would cause the Company’s net tangible assets
(after payment of the deferred underwriting commissions) to be less than US$5,000,001. |
| 37.3 | If
the Company initiates any Tender Offer in accordance with Rule 13e-4 and Regulation 14E of
the Exchange Act in connection with a proposed Business Combination, it shall file Tender
Offer documents with the SEC prior to completing such Business Combination which contain
substantially the same financial and other information about such Business Combination and
the redemption rights as is required under Regulation 14A of the Exchange Act. |
| 37.4 | If,
alternatively, the Company holds a general meeting to approve a proposed Business Combination,
the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act, and not pursuant to the Tender Offer rules, and file
proxy materials with the SEC. |
| 37.5 | At
a general meeting called for the purposes of approving a Business Combination pursuant to
this Article, in the event that such Business Combination is approved by Ordinary Resolution,
the Company shall be authorised to consummate such Business Combination. |
| 37.6 | Any
Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously
with any vote on a Business Combination, elect to have their Public Shares redeemed for cash
(the IPO Redemption), provided that no such Member acting together with any Affiliate
of his or any other person with whom he is acting in concert or as a partnership, syndicate,
or other group for the purposes of acquiring, holding, or disposing of Shares may exercise
this redemption right with respect to more than 15% of the Public Shares without the Company’s
prior consent, and provided further that any holder that holds Public Shares beneficially
through a nominee must identify itself to the Company in connection with any redemption election
in order to validly redeem such Public Shares. In connection with any vote held to approve
a proposed Business Combination, holders of Public Shares seeking to exercise their redemption
rights will be required to either tender their certificates (if any) to the Company’s
transfer agent or to deliver their shares to the transfer agent electronically using The
Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s
option, in each case up to two business days prior to the initially scheduled vote on the
proposal to approve a Business Combination. If so demanded, the Company shall pay any such
redeeming Member, regardless of whether he is voting for or against such proposed Business
Combination or abstains from voting, a per-Share redemption price payable in cash, equal
to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of a Business Combination, including interest earned on the
Trust Account not previously released to the Company to pay its income taxes, if any, divided
by the number of Public Shares then in issue (such redemption price being referred to herein
as the Redemption Price), provided that the Company shall not repurchase Public Shares
in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001. |
| 37.7 | The
Redemption Price shall be paid promptly following the consummation of the relevant Business
Combination. If the proposed Business Combination is not approved or completed for any reason
then such redemptions shall be cancelled and share certificates (if any) returned to the
relevant Members as appropriate. |
| 37.8 | The
Company has until December 22,2023 (the Termination Date) to consummate a Business
Combination, provided however that if the Board of Directors anticipates that the Company
may not be able to consummate a Business Combination by December 22, 2023, the Company
may, by Resolution of Directors, at the request of the Sponsor, extend the period of time
to consummate a Business Combination up to four times, each by an additional three
months (for a total of up to 24 months to complete a Business Combination), subject
to the Sponsor depositing additional funds into the Trust Account upon five days advice
notice prior to the applicable deadline in accordance with terms as set out in the Trust
Agreement and referred to in the Registration Statement. In the event that the Company does
not consummate a Business Combination by the Termination Date (or 24 months
after the Termination Date (subject in the latter case to valid three months extensions
having been made in each case) or such later time as the Members of the Company may approve
in accordance with these Articles, the Company shall: |
| (a) | cease
all operations except for the purpose of winding up; |
| (b) | as
promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust
Account and not previously released to the Company to pay income taxes, if any (less up to
US$100,000 of interest to pay dissolution expenses), divided by the number of the Public
Shares then in issue, which redemption will completely extinguish public Members’ rights
as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as
promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining Members and the directors, dissolve and liquidate, |
subject
in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company
shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in
this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of Applicable Law.
| 37.9 | In
the event that any amendment is made to these Articles: |
| (a) | that
would modify the substance or timing of the Company’s obligation to provide holders
of Public Shares the right to: |
| (i) | have
their shares redeemed or repurchased in connection with a Business Combination pursuant to
Articles 37.2(b) or 37.6; or |
| (ii) | redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination
by the Termination Date (or 24 months after the Termination Date pursuant
to Article 37.8 (subject in the latter case to valid three months extensions having been
made in each case); or |
| (b) | with
respect to any other provision relating to the rights of holders of Public Shares, |
each
holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares
upon the approval of any such amendment (an Amendment Redemption) 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 funds held in the Trust Account not previously released
to the Company to pay income taxes, if any, divided by the number of Public Shares then in issue.
| 37.10 | Except
for the withdrawal of interest to pay income taxes, if any, none of the funds held in the
Trust Account shall be released from the Trust Account: |
| (a) | to
the Company, until completion of any Business Combination; or |
| (b) | to
the Members holding Public Shares, until the earliest of: |
| (i) | a
repurchase of Shares by means of a Tender Offer pursuant to Article 37.2(b); |
| (ii) | an
IPO Redemption pursuant to Article 37.6; |
| (iii) | a
distribution of the Trust Account pursuant to Article 37.8; or |
| (iv) | an
Amendment Redemption pursuant to Article 37.9. |
In
no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
| 37.11 | After
the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to
the consummation of a Business Combination, the directors shall not issue additional Shares
or any other securities that would entitle the holders thereof to: |
| (a) | receive
funds from the Trust Account; or |
| (b) | vote
as a class with the Public Shares: |
| (i) | on
a Business Combination or on any other proposal presented to Members prior to or in connection
with the completion of a Business Combination; or |
| (ii) | to
approve an amendment to these Articles to: |
| (A) | extend
the time the Company has to consummate a Business Combination beyond the Termination Date
or 24 months after the Termination Date pursuant to Article 37.8 (subject in the
latter case to valid three months extensions having been made in each case); or |
| (B) | amend
the foregoing provisions of these Articles. |
unless
(in connection with any such amendment), each holder of Public Shares who is not a Founder, Officer or director shall be provided with
the opportunity to redeem their Public Shares in accordance with these Articles.
| 37.12 | The
Company must complete one or more Business Combinations, which must be with one or more operating
businesses or assets with a fair market value equal to at least 80% of the net assets held
in the trust account (net of amounts disbursed to management for working capital purposes,
if permitted, and excluding the amount of any deferred underwriting discount and taxes payable
on the interest earned on the trust account). An initial Business Combination must not be
effectuated solely with another blank cheque company or a similar company with nominal operations. |
| 37.13 | The
uninterested Independent Directors shall approve any transaction or transactions between
the Company and any of the following parties: |
| (a) | any
Member owning an interest in the voting power of the Company that gives such Member a significant
influence over the Company; and |
| (b) | any
director or Officer of the Company and any Affiliate or relative of such director or Officer. |
| 37.14 | A
director may vote in respect of any Business Combination in which such director has a conflict
of interest with respect to the evaluation of such Business Combination. Such director must
disclose such interest or conflict to the other directors. |
| 37.15 | The
Company may enter into a Business Combination with a target business that is Affiliated with
the Sponsor, a Founder, the directors of the Company or Officers. In the event the Company
seeks to complete the Business Combination with a target that is Affiliated with the Sponsor,
a Founder, Officers or directors, the Company, or a committee of Independent Directors, will
obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions that such a Business Combination or transaction
is fair to the Company from a financial point of view. |
| 37.16 | Any
Business Combination must be approved by the a majority of the Independent Directors. |
| 38.1 | Each
Tax Filing Authorised Person and any such other person, acting alone, as any director shall
designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9,
8832 and 2553 and such other similar tax forms as are customary to file with any US state
or federal governmental authorities or foreign governmental authorities in connection with
the formation, activities and/or elections of the Company and such other tax forms as may
be approved from time to time by any director of the Company or an Officer. The Company further
ratifies and approves any such filing made by any Tax Filing Authorised Person or such other
person prior to the date of these Articles. |
| 39. | Business
Opportunities |
| 39.1 | In
recognition and anticipation of the facts that: (a) directors, managers, officers, members,
partners, managing members, employees and/or agents of one or more members of the Investor
Group (each of the foregoing, an “Investor Group Related Person”) may
serve as directors of the Company and/or Officers; and (b) the Investor Group engages, and
may continue to engage in the same or similar activities or related lines of business as
those in which the Company, directly or indirectly, may engage and/or other business activities
that overlap with or compete with those in which the Company, directly or indirectly, may
engage, the provisions under this heading “Business Opportunities” are set forth
to regulate and define the conduct of certain affairs of the Company as they may involve
the Members and the Investor Group Related Persons, and the powers, rights, duties and liabilities
of the Company and its Officers, directors and Members in connection therewith. |
| 39.2 | To
the fullest extent permitted by Applicable Law, the directors and officers of the Company
shall have no duty, except and to the extent expressly assumed by contract, to refrain from
engaging directly or indirectly in the same or similar business activities or lines of business
as the Company. To the fullest extent permitted by Applicable Law, and subject to his or
her fiduciary duties under Applicable Law, the Company renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity offered to any director and officer of the
Company, on the one hand, and the Company, on the other, unless such opportunity is expressly
offered to such director or officer of the Company solely in their capacity as an Officer
or director of the Company and the opportunity is one the Company is permitted to complete
on a reasonable basis. |
| 39.3 | Except
as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for both the Company and the Investor Group,
about which a director of the Company and/or Officer who is also an Investor Group Related
Person acquires knowledge. |
| 39.4 | To
the extent a court might hold that the conduct of any activity related to a corporate opportunity
that is renounced in this Article to be a breach of duty to the Company or its Members, the
Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims
and causes of action that the Company may have for such activities. To the fullest extent
permitted by Applicable Law, the provisions of this Article apply equally to activities conducted
in the future and that have been conducted in the past. |
ANNEX
B
PROPOSED
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment No. 1 (this “Amendment”), dated as of [●], 2023, to the Original Trust Agreement (as defined below) is made
by and between AlphaVest Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee
(“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Original Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 19, 2022 (the “Original
Trust Agreement”);
WHEREAS,
Section 1(i) of the Original Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the
“Trust Account”) under the circumstances described therein;
WHEREAS,
at an extraordinary general meeting of the Company held on [●], 2023 (the “Special Meeting”), the Company’s shareholders
approved (i) a proposal to amend AlphaVest’s Second Amended and Restated Memorandum and Articles of Association, dated as of December
19, 2022 to extend the date by which the Company must consummate a business combination up to four (4) times from December 22, 2023 to
December 22, 2024 (the “Termination Date”), with each extension comprised of three (3) months (i.e., for a period of time
ending up to 24 months after the consummation of its initial public offering for a total of twelve (12) months after the Termination
Date (assuming a business combination has not occurred); and (ii) a proposal to amend the Original Trust Agreement, to permit the Company
to extend the Termination Date up to four (4) times for an additional three (3) months each time from the Termination Date to December
22, 2024 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the
Trust Account the lesser of $210,000 or an amount equal to 1% of the Trust Account two (2) days prior to such Extension.
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairwoman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds
held in the Trust Account (which interest shall be net of taxes payable and, in the case of Exhibit B, up to $100,000 of interest
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 12 months after the closing of the Offering (or 15, 18 or 21 months after the closing of the Offering,
if one or more Extensions is effected as described herein) or (2) such later date as may be approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been
received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the
funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed there should be no reduction
in the principal amount per share initially deposited in the Trust Account;”
2.
Exhibit E of the Original Trust Agreement is hereby amended and restated in its entirety as follows:
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New
York, NY 10004
Attn: [●]
Re:
Trust Account No. [ ] Extension Letter
Dear
[●]:
Pursuant
to Section 1(m) of the Investment Management Trust Agreement between AlphaVest Acquisition Corp (“Company”) and Continental
Stock Transfer & Trust Company, dated as of December 19, 2022 (“Trust Agreement”), this is to advise you that
the Company is extending the time available to consummate a Business Combination for an additional three (3) months, from ________ to
________ (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the lesser of $210,000 or an amount equal to 1%
of the Trust Account two (2) days prior to such Extension which will be wired to you, into the Trust Account investments upon receipt.
This
is the [first/second/third] of up to three Extension Letters.
| |
Very
truly yours, |
| |
AlphaVest
Acquisition Corp |
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
cc:
EarlyBirdCapital, Inc.
3.
All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.
4.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Original Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.
6.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
| |
ALPHAVEST ACQUISITION CORP
|
| |
By: |
|
| |
Name: |
|
| |
Tile: |
|
PRELIMINARY
PROXY CARD
FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ALPHAVEST
ACQUISITION CORP
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Yong (David) Yan, the Company’s Chief Executive Officer, (the “Proxy”) as proxy, with the
power to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at the Extraordinary
General Meeting of shareholders of AlphaVest Acquisition Corp to be held on [●] at [●] p.m. Eastern Time, virtually via live
webcast at https://www.[ ] or at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect
to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly come before
the Extraordinary General Meeting or any adjournment or postponement thereof.
The
undersigned acknowledges receipt of the accompanying Proxy Statement and revokes all prior proxies for said meeting.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND
3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued
and to be marked, dated and signed on reverse side)
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
| ALPHAVEST
ACQUISITION CORP - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. |
|
Please
mark votes as ☒
indicated in this example |
| |
|
|
|
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (1)
The Extension Amendment Proposal - It is resolved as a special resolution that AlphaVest’s Amended and Restated Memorandum
and Articles of Association, dated as of December 19, 2022 (the “Existing Charter”) be deleted in its entirety and in
substitution in their place the AlphaVest Second Amended and Restated Memorandum and Articles of Association in the form set forth
in Annex A to the Proxy Statement (the “Extension Amendment”) be adopted which reflects the extension of the date by
which the Company must consummate a business combination (the “Combination Period”) from December 22, 2023 (the “Termination
Date”) up to four (4) times for an additional three (3) months each time up to December 22, 2024 (i.e., for a period of time
ending up to 24 months after the consummation of its initial public offering) (the “Extended Date”);. |
|
☐ |
|
☐ |
|
☐ |
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (2)
The Trust Agreement Amendment Proposal – It is resolved that the AlphaVest’s investment management trust agreement,
dated as of December 19, 2022 (as amended, the “Trust Agreement”), by and between the Company and Continental
Stock Transfer & Trust Company (the “Trustee”) be amended to allow the Company to extend the Termination Date
from December 22, 2023 up to four (4) times for an additional three (3) months each time up to December 22, 2024 (i.e., for a period
of time ending up to 24 months after the consummation of its initial public offering) by providing five days advance notice to the
Trustee prior to the applicable Termination Date and depositing into the Trust Account, for each three-month extension, the lesser
of $210,000 or an amount equal to 1% of the Trust Account two (2) days after giving effect to the Redemption (the “Extension
Payment”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement;. |
|
☐ |
|
☐ |
|
☐ |
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (3)
The Adjournment Proposal - It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting
be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes
to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or to provide additional time to effectuate
the Extension, Trust Agreement Amendment and Extension Amendment. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
| Date
__________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
_____________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
(if held jointly) ____________________ |
|
|
|
|
|
|
When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
A
vote to abstain will have no effect on proposals 1, 2 or 3. The Shares represented by the Proxy, when properly executed, will be voted
in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each of proposals
1, 2 and 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
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