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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 18, 2024
ALPHAVEST ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41574 | N/A | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
420 Lexington Ave, Suite 2446
New York, NY 10170
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (203) 998-5540
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered |
||
| Units, each consisting of one share of common stock and one right | ATMVU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | ATMV | The Nasdaq Stock Market LLC | ||
| Rights, each right entitled the holder thereof to one-tenth of one share of common stock | ATMVR | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on August 11, 2023, AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “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”).
Termination of Business Combination Agreement
On March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of March 18, 2024.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, AlphaVest Holding LP (“Sponsor”), and the insiders thereto, and the Shareholder Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, and certain shareholders of Wanshun. Pursuant to Section 8.2(b) of the Business Combination Agreement, Wanshun shall remit a termination fee to Sponsor as soon as reasonably practicable.
The Company intends to continue to pursue a business combination.
The foregoing descriptions of the Business Combination Agreement and the Termination do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on August 11, 2023, and the full text of the Termination, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 10.1 | Termination, dated as of March 18, 2024, delivered by AlphaVest Acquisition Corp | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AlphaVest Acquisition Corp | ||
| By: | /s/ Yong (David) Yan | |
| Name: | Yong (David) Yan | |
| Title: | Chief Executive Officer | |
| Date: March 22, 2024 | ||
Exhibit 10.1
NOTICE OF TERMINATION OF BUSINESS COMBINATION
This Notice of Termination of Business Combination, dated as of March 7, 2024 (this “Termination Notification”) is delivered by AlphaVest Acquisition Corp., a Cayman Islands exempted company (“AlphaVest”) to Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA.
WHEREAS, AlphaVest, AV Merger Sub, a Cayman Islands exempted company, and Wanshun are parties to that certain Business Combination Agreement, dated as of August 11, 2023 (the “BCA”) and
WHEREAS, AlphaVest wishes to terminate the BCA in accordance with the provisions thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, AlphaVest hereby notifies Wanshun of the following:
| 1. | The BCA is hereby terminated, effective immediately, pursuant to Section 8.1(e) of the BCA. |
| 2. | The effect of the termination of the BCA shall be as set forth in Section 8.2 of the BCA. Accordingly, pursuant to Section 8.2(b), Wanshun shall remit the Termination Fee to AlphaVest Holding, LP as soon as reasonably practicable (but in any event, within 10 Business Days hereof). |
| 3. | AlphaVest shall issue a press release relating to this Termination Notification in the form and substance reasonably satisfactory to AlphaVest, and AlphaVest shall file a Form 8-K in form and substance reasonably satisfactory to AlphaVest. Thereafter, except for disclosure or communication required by applicable Law or stock exchange rule, or in response to any request by any Governmental Authority, AlphaVest shall not issue any press release with respect to Wanshun, the transactions contemplated thereby and/or this Termination Notification without the prior written consent of Wanshun; provided that, prior to any disclosure or communication required by applicable Law or stock exchange rule or in response to a request by a Governmental Authority, AlphaVest or Wanshun, as applicable, shall (i) use their reasonable best efforts to consult with each other before making any such disclosure, communication or response and (ii) to the fullest extent permitted by applicable Law, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon, and shall consider such comments in good faith. |
| 4. | If any term or other provision of this Termination Notification is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Termination Notification shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Termination Notification are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, AlphaVest shall modify this Termination Notification so as to effect the original intent of AlphaVest as closely as possible in an acceptable manner in order that the transactions contemplated by this Termination Notification be consummated as originally contemplated to the fullest extent possible. |
| 5. | This Termination Notification shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in such State. Any Action arising out of or relating to this Termination Notification shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the federal or state courts located in the State of New York. To the fullest extent permitted by applicable Law, the AlphaVest hereby (a) irrevocably submits to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Termination Notification brought by AlphaVest and (b) agrees not to commence any such Action except in the courts described above in New York, other than any Action in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. To the fullest extent permitted by applicable Law, AlphaVest hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Termination Notification, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Termination Notification, or the subject matter hereof, may not be enforced in or by such courts. |
| 6. | This Termination Notification may be executed and delivered (including by facsimile or portable document format (.pdf transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
[Signature Pages Follow.]
|
|
IN WITNESS WHEREOF, the undersigned have executed this Termination Notification as of the date written above.
| ALPHAVEST ACQUISITION CORP | ||
| By: | /s/ Pengfei Zhang | |
| Name: | Pengfei Zhang | |
| Title: | Chairman | |
| AV MERGER SUB | ||
| By: | /s/ Pengfei Zhang | |
| Name: | Pengfei Zhang | |
| Title: | Partner | |
[Signature Page to Termination Notification]