AlphaVest Acquisition Corp. Swings to Loss Amid Rising Costs, SPAC Deadline Looms

TL;DR

**AMCI is burning cash and running out of time to find a deal, making it a risky bet for investors.**

AI Summary

AlphaVest Acquisition Corp. (AMCI) reported a significant net loss of $2,651,350 for the three months ended September 30, 2025, a stark contrast to the net income of $502,021 in the same period of 2024. For the nine months ended September 30, 2025, the company posted a net loss of $2,619,286, reversing a net income of $1,234,008 in the prior year. This deterioration is primarily due to a substantial increase in formation and operating costs, which surged from $182,580 in Q3 2024 to $2,816,519 in Q3 2025. Interest income from investments held in the trust account also decreased significantly, from $684,600 in Q3 2024 to $165,168 in Q3 2025. The company's total liabilities increased from $1,753,640 as of December 31, 2024, to $5,264,797 as of September 30, 2025, driven by accrued underwriting discount of $2,415,000 and increased promissory notes. AMCI, a SPAC, has not yet completed a business combination and has extended its deadline multiple times, now until January 22, 2026, requiring deposits of $55,000 for each monthly extension.

Why It Matters

This filing reveals a SPAC in distress, with significant losses and mounting liabilities, which directly impacts investor confidence and the viability of its search for a target. The substantial increase in operating costs and the decline in trust account interest income erode shareholder value and signal potential difficulties in securing a favorable business combination. For employees, the uncertainty surrounding a successful merger could lead to job insecurity, while customers of a potential target company might face instability if AMCI's financial health impacts the deal. In the broader market, AMCI's struggles reflect the increasing challenges faced by SPACs in a more scrutinizing regulatory and economic environment, potentially dampening future SPAC activity.

Risk Assessment

Risk Level: high — The company reported a net loss of $2,651,350 for Q3 2025 and an accumulated deficit of $5,239,137 as of September 30, 2025, indicating significant financial deterioration. Total liabilities surged from $1,753,640 to $5,264,797, including a new accrued underwriting discount of $2,415,000, highlighting increased financial obligations without a revenue-generating business. The repeated extensions of the business combination deadline to January 22, 2026, coupled with significant redemptions of 3,151,473 ordinary shares in 2024, demonstrate a lack of investor confidence and a shrinking capital base for a potential merger.

Analyst Insight

Investors should exercise extreme caution and consider divesting from AMCI given its substantial losses, increasing liabilities, and repeated extensions without a successful business combination. The significant redemptions and ongoing operational costs without revenue generation indicate a high risk of liquidation, which would likely result in a return of capital at or near the trust value, but without any upside potential.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$18,955,577

total Debt

$5,264,797

net Income

$ (2,651,350)

eps

N/A

gross Margin

N/A

cash Position

$3,713

revenue Growth

N/A

Key Numbers

• $2,651,350 — Net loss for Q3 2025 (Significant increase from Q3 2024 net income of $502,021)
• $3,163,276 — Formation and operating costs for nine months ended Sept 30, 2025 (Increased from $566,903 in the prior year period)
• $5,264,797 — Total Current Liabilities as of Sept 30, 2025 (Increased from $1,753,640 as of Dec 31, 2024)
• $2,415,000 — Accrued underwriting discount as of Sept 30, 2025 (New liability not present in Dec 31, 2024)
• $5,239,137 — Accumulated deficit as of Sept 30, 2025 (Increased from $1,745,864 as of Dec 31, 2024)
• January 22, 2026 — Extended Business Combination Period deadline (Multiple extensions have been granted, requiring $55,000 deposits per month)
• 3,151,473 — Ordinary shares redeemed in 2024 (Representing approximately $35,956,676 removed from the Trust Account)
• $165,168 — Interest income on investments held in trust account for Q3 2025 (Decreased from $684,600 in Q3 2024)

Key Players & Entities

• AlphaVest Acquisition Corp. (company) — registrant
• AlphaVest Holding LP (company) — Sponsor and related party
• Wanshun Technology Industrial Group Limited (company) — terminated business combination target
• EarlyBirdCapital, Inc. (company) — underwriter for IPO
• Continental Stock Transfer & Trust Company (company) — trust agreement administrator
• SEC (regulator) — filing authority
• Nasdaq Stock Market LLC (company) — exchange where securities are registered
• AMC (company) — promissory note lender

FAQ

Risk Factors

• Deteriorating Financial Performance [high — financial]: AMCI reported a net loss of $2,651,350 for Q3 2025, a significant reversal from a net income of $502,021 in Q3 2024. For the nine months ended September 30, 2025, the net loss was $2,619,286, compared to a net income of $1,234,008 in the prior year. This is driven by a substantial increase in formation and operating costs from $182,580 in Q3 2024 to $2,816,519 in Q3 2025.
• Increased Liabilities and Debt [high — financial]: Total liabilities increased from $1,753,640 as of December 31, 2024, to $5,264,797 as of September 30, 2025. This rise is primarily due to an accrued underwriting discount of $2,415,000 and increased promissory notes, including $1,272,411 in third-party notes.
• SPAC Business Combination Uncertainty [high — operational]: As a Special Purpose Acquisition Company (SPAC), AMCI has not yet completed a business combination. The deadline has been extended multiple times, now to January 22, 2026, with each monthly extension requiring a $55,000 deposit, adding to operational costs and uncertainty.
• Declining Investment Income [medium — financial]: Interest income from marketable securities held in the trust account has significantly decreased, falling from $684,600 in Q3 2024 to $165,168 in Q3 2025. This reduction impacts the company's ability to offset operating expenses.
• Growing Accumulated Deficit [high — financial]: The accumulated deficit has grown substantially from $1,745,864 as of December 31, 2024, to $5,239,137 as of September 30, 2025, reflecting the ongoing operational losses.
• Share Redemptions Impacting Trust Account [medium — financial]: In 2024, 3,151,473 ordinary shares were redeemed, representing approximately $35,956,676 removed from the Trust Account. While this indicates shareholder confidence in potential redemptions, it reduces the capital available for a business combination.

Industry Context

AlphaVest Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies formed to raise capital through an IPO with the sole purpose of acquiring an existing private company. The competitive landscape involves numerous SPACs vying to identify and merge with attractive targets. Industry trends include increasing regulatory scrutiny, evolving investor sentiment towards SPACs, and the pressure to complete business combinations within set timeframes.

Regulatory Implications

As a SPAC, AMCI is subject to SEC regulations governing IPOs, disclosures, and business combinations. The repeated extensions of its combination deadline may attract regulatory attention and highlight the challenges in executing a successful merger. Compliance with reporting requirements and shareholder protection rules remains paramount.

What Investors Should Do

1. Monitor progress on business combination
2. Analyze cash burn rate and extension costs
3. Evaluate the impact of increased liabilities
4. Assess the declining interest income

Key Dates

• 2025-09-30: End of Third Quarter 2025 — Reported significant net loss of $2,651,350 and increased liabilities to $5,264,797.
• 2025-12-31: End of Fiscal Year 2024 — Total liabilities were $1,753,640 and accumulated deficit was $1,745,864.
• 2026-01-22: Extended Business Combination Period Deadline — Indicates ongoing search for a target company and additional costs associated with extensions ($55,000 per month).

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (AMCI is a SPAC and its financial performance is heavily influenced by its status as a pre-combination entity.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO. These funds are typically invested in low-risk securities and can only be used for a business combination or returned to shareholders if no combination is completed. (The interest income from the trust account is a key component of AMCI's other income, and its decline impacts profitability.)

Formation and operating costs

Expenses incurred by a SPAC in the process of its formation, IPO, and ongoing operations while searching for a business combination target. (These costs have significantly increased for AMCI, driving the net losses.)

Accrued underwriting discount

A liability representing the discount that will be paid to underwriters upon the completion of a business combination, or upon liquidation if no combination occurs. (This represents a significant new liability for AMCI, contributing to the increase in total liabilities.)

Accumulated deficit

The cumulative net losses of a company that have not been offset by net income or additional paid-in capital. (AMCI's accumulated deficit has grown substantially, indicating a lack of profitability.)

Ordinary shares subject to possible redemption

Shares held by public shareholders that can be redeemed for cash at a specified price, typically the IPO price plus accrued interest, if the shareholder chooses not to participate in a business combination. (The value of these shares and potential redemptions significantly impact the company's balance sheet and cash position.)

Year-Over-Year Comparison

Compared to the prior year period, AlphaVest Acquisition Corp. has experienced a dramatic financial downturn. For the three months ended September 30, 2025, the company reported a net loss of $2,651,350, a stark contrast to the net income of $502,021 in the same period of 2024. This reversal is primarily driven by a massive increase in formation and operating costs, which surged from $182,580 to $2,816,519 year-over-year. Furthermore, interest income from the trust account has significantly decreased, impacting overall financial performance. Total liabilities have also more than tripled, rising from $1,753,640 at the end of 2024 to $5,264,797 by September 30, 2025, largely due to accrued underwriting discounts and increased promissory notes.

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share ATMV The Nasdaq Stock Ma

Filing Documents

• form10-q.htm (10-Q) — 650KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-25-024315.txt ( ) — 3818KB
• atmv-20250930.xsd (EX-101.SCH) — 25KB
• atmv-20250930_cal.xml (EX-101.CAL) — 31KB
• atmv-20250930_def.xml (EX-101.DEF) — 153KB
• atmv-20250930_lab.xml (EX-101.LAB) — 219KB
• atmv-20250930_pre.xml (EX-101.PRE) — 183KB
• form10-q_htm.xml (XML) — 580KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements 1 Consolidated Balance Sheets 1 Consolidated Statements of Operations (Unaudited ) 2 Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) 3 Consolidated Statements of Cash Flows (Unaudited ) 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 Item 4.

Controls and Procedures

Controls and Procedures 18

OTHER INFORMATION

PART II. OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 19 Item 1A.

Risk Factors

Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities 19 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 20 i PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. ALPHAVEST ACQUISITION CORP CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current Assets: Cash $ 3,713 $ 4,215 Prepaid expenses 22,175 3,789 Total Current Assets 25,888 8,004 Marketable securities held in trust account - 18,000,701 Cash held in trust escrow account 18,929,689 55,000 Total Assets $ 18,955,577 $ 18,063,705 LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable and accrued expenses $ 903,092 $ 488,308 Accrued underwriting discount 2,415,000 - Other payable 70,000 125,000 Due to related party 45,968 9,837 Promissory notes – related party 558,326 507,046 Promissory notes – third party 1,272,411 623,449 Promissory notes 1,272,411 623,449 Total Current Liabilities 5,264,797 1,753,640 Total Liabilities 5,264,797 1,753,640 Commitments and contingencies - - Ordinary shares subject to possible redemption ( 1,574,356 shares at $ 12.02 and $ 11.47 per share as of September 30, 2025 and December 31, 2024, respectively) 18,929,689 18,055,701 Shareholders' Deficit: Preferred shares, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively - - Ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 2,280,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 228 228 Additional paid-in capital - - Accumulated deficit ( 5,239,137 ) ( 1,745,864 ) Total Shareholders' Deficit ( 5,238,909 ) ( 1,745,636 ) T otal Liabilities,

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View this 10-Q filing on SEC EDGAR