AlphaVest Acquisition Corp *

AlphaVest Acquisition Corp *

Nov 4, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: AMC Corporation

ENTERPRISE VALUE: $175 million
ANTICIPATED SYMBOL: tbd

AlphaVest Acquisition Corp proposes to combine with AMC Corporation.

AMC creates and distributes innovative, and smart security and consumer electronics solutions. AMC builds strong relationships with its customers and partners to make high quality internet connected smart home products and augmented reality wearable products that are accessible, affordable, and easy-to-use. AMC’s mission is to make high-quality computer vision AI accessible for consumers and businesses through a highly scalable, hardware-agnostic native AI platform.


EXTENSION – 12/19/24 – LINK

  • The SPAC approved the extension from December 22, 2024 to September 22, 2025.
    • 3,151,473 shares were redeemed.
    • $55k per month will be deposited into the trust account.

TRANSACTION

  • The transaction will be structured as a business combination with ATMV’s wholly owned subsidiary, AV Merger Sub, and is anticipated to result in AMC stockholders receiving shares of ATMV capital stock valued at $175 million.
  • The transaction is expected to be consummated in the fourth quarter of 2024.

SPAC FUNDING

  • There is no additional funding at this time.

LOCK-UP

  • Company and Sponsor
    • Six months from the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • By either SPAC or the Company, if the Effective Time has not occurred by December 22, 2024 (the “Termination Date”)
    • If the SEC has not declared the applicable registration statement effective on or prior to December 22, 2024, the Termination Date shall be automatically extended to June 30, 2025

ADVISORS

  • Company
    • Graubard Miller is serving as legal advisor.
    • Revere Securities is serving as financial advisor
  • SPAC
    • Winston & Strawn LLP is serving as legal advisor.
    • Small Seashell Limited is serving as financial advisor.

The below-announced combination was terminated on 3/25/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Wanshun Technology Industrial Group Limited [Terminated]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

AlphaVest Acquisition Corp proposes to combine with Wanshun Technology Industrial Group Limited.

Wanshun, based in Shenzhen, China, and established in 2016, engages primarily a peer-to-peer marketplace for on-demand rides hailing services with around 5.8 million registered drivers. The company offers drivers affordable subscription plans to enhance driver loyalty and stickiness to its platform, alongside the traditional commission based fee structure. Building on its established ride-hailing business, Wanshun is creating an online and offline ecosystem by integrating complimentary verticals including physical stores/showrooms for existing and new drivers, customized white-label electric vehicle and smart life service.


EXTENSION – 12/28/23 – LINK

  • The SPAC approved the extension from December 22, 2023 to December 22, 2024.
    • 2,174,171  shares were redeemed for $10.71 per share.
    • $55k per month will be deposited into the trust account.

TRANSACTION

  • The transaction will be structured as a business combination with ATMV’s wholly owned subsidiary, AV Merger Sub, and is anticipated to result in ATMV shareholders receiving shares of Wanshun capital stock valued at approximately $300 million (the “Business Combination”).
  • The transaction has been approved by the boards of directors of both ATMV and Wanshun and is expected to be consummated in the fourth quarter of 2023 or early 2024.

SPAC FUNDING

  • Deal Agreement mandates Wanshun secures $150M Transaction Financing via commitments from AlphaVest-approved investors or deposits for equity/debt placement, per agreed terms.

EARNOUT

  • Company
    • 400M PubCo Ordinary Shares (Escrowed Earnout Shares) will be issued to Wanshun Shareholders.
      • Earnout Shares are granted as follows:
        • (a) If Wanshun revenue from Jan 1, 2023, to Sep 30, 2023, and Oct 1, 2023, to Dec 31, 2023, > RMB 4,500,000,000, shares released on Jan 31, 2024, or Closing Date.
        • (b) During Interim Period, if Wanshun secures at least $215M transaction financing, each shareholder (excluding Dissenting Shares) gets Pro Rata Portion on Closing Date, regardless of Revenue Target.

LOCK-UP

  • Company and Sponsor
    • 6 months after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Combined funds at Closing: AlphaVest’s trust + Transaction Financing (net of expenses & redemptions) $17.25M.

NOTABLE CONDITIONS TO TERMINATION

  • By written notice by either AlphaVest or Wanshun if any of the conditions to the Closing have not bee satisfied or waived by December 22, 2023 (the “Outside Date”); provided, that the Outside Date may be extended upon mutual consent by AlphaVest and Wanshun

Termination Fee

  • If the Business Combination Agreement is terminated pursuant to clauses (ii) or (v) above, then immediately following such termination, the Sponsor will be entitled to receive a termination fee of $12,075,000 from Wanshun.

ADVISORS

  • Company
    • Jun He Law Offices LLC is serving as legal advisor
  • SPAC
    • Small Seashell Limited is serving as financial advisor
    • Winston & Strawn is serving as legal advisor

MANAGEMENT & BOARD


Executive Officers

Yong (David) Yan, 49
Chief Executive Officer and Director

Yong (David) Yan has been a partner at the Shanghai-based V-Stone Capital since January 2014, where he oversees fund raising and private equity investments in FinTech, BlockChain, Big Data, Healthcare and other areas. Prior to joining V-Stone Capital, Dr. Yan was the General Manager and CIO of Hubei Hongtai Industrial Investment Fund, a private equity fund of funds. Previously, Dr. Yan was a Managing Director of Fosun Group, one of the largest private conglomerates in China, where he was in charge of investments in the financial sectors, such as online financial platform, securitization and fin-tech, as well as building an in-house P2P platform. Prior to joining the Fosun Group, Dr. Yan was the General Manager of New Product Development at Lufax, one of the world’s largest fintech companies, owned by PingAn Group. Prior to moving to China in early 2014, Dr. Yan worked on Wall Street for almost 15 years, including 10 years at Credit Suisse, as the head of research of the global structured product market. Dr. Yan also worked at other financial firms such as Merrill Lynch. Dr. Yan is the ex-President of TCFA (The Chinese Finance Association) in New York. He is also a Vice President of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing. Mr. Yan holds a Ph.D. in Finance from the University of Alabama and is a CFA charter holder.


Song (Steve) Jing, 50
Chief Financial Officer

Song (Steve) Jing is a seasoned international finance and management executive. He has in-depth knowledge of global capital markets and broad management experience in capital markets operation, finance management, investment, and acquisitions across multiple cultures. From 2019 to 2021, Mr. Jing served as Chief Financial Officer of Guolian Securities, a mid-sized securities firm. From 2016 to 2018, Mr. Jing served as Deputy Chief Financial Officer of China Renaissance, a leading boutique Chinese investment bank. From 2011 to 2016, Mr. Jing served as Executive Director of Finance, Business Development, and Investment of CITIC Securities. From 2006 to 2010, Mr. Jing served as Vice President of Global Principal Investment (Hedge Fund Investment Unit) of Merrill Lynch & Co., Inc., where he managed the firm’s hedge fund investment portfolio and analyzed hedge fund performance and operations. From 2002 to 2006, he served as Vice President of Strategy, Planning, and Business Development of Merrill Lynch & Co., where he was responsible for strategic analysis, financial forecasting, and business solutions. Mr. Jing has a B.S. in Economics and Finance from Pennsylvania State University and an M.B.A. in Finance and Accounting from the William E. Simon Graduate School of Business Administration of the University of Rochester.



Board of Directors

Pengfei Zheng, 35
Chairman of the Board of Directors

Pengfei Zheng is an experienced executive in the finance industry with significant experience in capital raising and project management.. Mr. Zheng has been serving as the Chairman of Peace Capital Limited, a company principally engaged in private equity investment and asset management, since November 2021. Mr. Zheng is the founder and President of Shenzhen Guoxing Capital, a company that specializes in investments and management, since June 2015. Mr. Zheng received his bachelor’s degree in Computer Science and Technology from Xiangtan University, China in 2009.


Jiangang Luo [Appointed]
Independent Director

Jiangang Luo has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014, and the president of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006. Since 2021, he has also been the president of PNE Limited Partner LLC and Luo & Long General Partner LLC, which are special purpose vehicles that were established for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company. He has also served as Chief Executive Officer of Bowen Acquisition Corporation, a blank check company, since March 2023. From 2011 to 2016, he served as managing partner of Faith Asset Management LLC, a global investment firm focused on the clean energy sector. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before 2000, he worked as a senior information system professional in various Fortune 500 companies including China Resources Group and Liz Claiborne. Mr. Luo also served as an executive for many non-profit organizations such as Chairman of the Tsinghua Alumni Association in New York and President of New Jersey Chinese Computer Professionals Society. Mr. Luo is a member of Tsinghua Entrepreneur & Elite Club. He has invested in many cleantech/fintech companies over the last 10 years. Mr. Luo received degrees in Applied Mathematics and Computer Science from Tsinghua University, a Computer Science Masters degree from New Jersey Institute of Technology and a masters degree in Computational Mathematics from Tsinghua University.


Shu Wang, 35
Independent Director Nominee

Shu Wang is an experienced professional with over ten years of experience in accounting and auditing. Since January 2021, Mr. Wang has served as the Partner at Zhongshenzhonghuan Accounting Firm (Shenzhen Branch), which is one of the top ten accounting firms in China. From 2016 to 2020, Mr. Wang served as Partner at the Gongzhengtianye Accounting Firm (Shenzhen Branch), where Mr. Wang oversaw the auditing of multiple leading domestic companies in China, including China Gas Holding (00384.HK), China Nepstar, a large drugstore retail chain in China, and Shenzhen Qiwu Interactive Technology Co. Ltd., one of the top unicorn companies in China. Mr. Wang received a degree from Jiamusi University in China. Mr. Wang is a CICPA charter holder.


Li (Helen) Wei, 52
Independent Director Nominee

Li (Helen) Wei has served as Professor of Practice at the Shanghai Advanced Institute of Finance (SAIF) of Shanghai Jiaotong University, and as Assistant Director of the Shanghai Advanced Institute for Financial Research since July 2021. Before SAIF, Dr. Wei served in many senior roles in domestic and global financial institutions, including Senior Partner of Kunyuan Asset Management from January 2018 to November 2020, Managing Director of Alternative Investment at Citic Securities International from 2013 to 2016, Director of the Global Market at Deutsche Bank from 2010 to 2012, Director of Institutional Investment Group at Citigroup from 2008 to 2010 and Officer & Managing Director of the NYSE Group from 2004 to 2008. In addition to her industry work, Dr. Wei has also served as an adjunct professor at Tsinghua PBCSF since 2018. Before industry practice, Dr. Wei had been an assistant professor of finance at Iowa State University, the first senior financial advisor for the Shanghai Stock Exchange and the senior advisor for the Tel Aviv Stock Exchange. Dr. Wei received her Ph.D. in finance from the University of Utah and MS and BS from Tsinghua University Beijing.