AlphaVest Acquisition Corp (NASDAQ: ATMVU) extends merger deadline

Rhea-AI Filing Summary

AlphaVest Acquisition Corp reported that shareholders approved changes to its charter and trust agreement to extend the deadline to complete a business combination. The company can now extend its original September 22, 2025 termination date up to four times, each by one month, to as late as January 22, 2026, by giving five days’ notice and depositing $55,000 into the trust account for each monthly extension in exchange for a non-interest-bearing promissory note.

Shareholders also approved an adjournment proposal, though it was not used because the main proposals passed. In connection with this meeting and a prior business combination meeting, holders of a total of 1,513,708 ordinary shares elected to redeem. After these redemptions, AlphaVest will have 2,341,148 ordinary shares outstanding, and approximately $18,200,461, or about $12.02 per share, will be withdrawn from the trust account to pay redeeming shareholders, subject to any approved reversal requests before the business combination closes.

Insights

SPAC and corporate actions analyst

AlphaVest gains more time for a merger but with sizable redemptions.

AlphaVest Acquisition Corp obtained shareholder approval to modify both its charter and trust agreement so it can extend the business combination deadline from September 22, 2025 in up to four one‑month steps to January 22, 2026. Each extension requires a $55,000 deposit into the trust account in return for a non‑interest‑bearing, unsecured promissory note payable at the closing of a business combination.

The voting results were strongly in favor, with 2,876,505 votes for and 6,441 against on each of the three proposals, indicating broad support among participating shareholders for granting more time. The changes formalize a clear mechanism for short, incremental extensions rather than a single large date shift.

The redemptions are substantial in absolute terms: shareholders submitted 1,513,708 ordinary shares for redemption across this meeting and the earlier business combination meeting, leaving 2,341,148 ordinary shares outstanding. Approximately $18,200,461, or about $12.02 per redeemed share, will come out of the trust to fund these redemptions, subject to any reversal requests before the business combination closes. The actual impact on the future company will depend on the ultimate merger terms and any additional shareholder decisions.

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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): September 19, 2025

ALPHAVEST ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41574		N/A00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

205 W. 37th Street

New York, NY 10018

(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:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share and one right		ATMVU		The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share		ATMV		The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share		ATMVR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As approved by the shareholders of AlphaVest Acquisition Corp (the “Company” or “AlphaVest”), by ordinary resolution, at an extraordinary general meeting of shareholders held on September 19, 2025 (the “Meeting”), on September 19, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of December 19, 2022, with Continental Stock Transfer & Trust Company. Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from September 22, 2025 (the “Termination Date”) up to four (4) times, with each extension comprised of one month, from the Termination Date, or extended date, as applicable, to January 22, 2026 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”) $55,000 for each monthly extension until January 22, 2026 (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”).

The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by the Company’s shareholders at the Meeting on September 19, 2025, by special resolution, the Company amended the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) on September 19, 2025, by adopting the Amendment to the Existing Charter in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the Securities and Exchange Commission on September 2, 2025 (as supplemented, the “Articles Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to four (4) extensions comprised of one month each (each an “Extension”) up to January 22, 2026 (i.e., for a period of time ending up to 37 months after the consummation of its initial public offering for a total of four (4) months after the Termination Date (assuming a business combination has not occurred)

The foregoing description of the Articles Amendment is a summary only and is qualified in its entirety by reference to the full text of the amendment to the Second Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 19, 2025, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Articles Amendment (the “Articles Amendment Proposal”), (2) a proposal to approve by ordinary resolution the Trust Agreement Amendment Proposal, and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Articles Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

The Articles Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each Proposal are set forth below.

Proposal No. 1 – Articles Amendment Proposal

The Articles Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:

FOR				AGAINST				ABSTAIN
	2,876,505				6,441				0

Proposal No. 2 – Trust Agreement Amendment Proposal

The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

FOR				AGAINST				ABSTAIN
	2,876,505				6,441				0

Proposal No. 3 – Adjournment Proposal

The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

FOR				AGAINST				ABSTAIN
	2,876,505				6,441				0

Although Proposal 3 was approved, adjournment of the Extraordinary General Meeting was not necessary or appropriate because the Company’s shareholders approved Proposal No. 1 to approve the Articles Amendment Proposal and Proposal No. 2 to approve the Trust Agreement Amendment Proposal.

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Meeting 1,937 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. In connection with the extraordinary general meeting held on September 5, 2025 to approve the business combination (the “Business Combination Meeting), shareholders holding an aggregate of 383,145 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Shareholders holding 1,128,626 ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account in connection with both the Meeting and the Business Combination Meeting, for a total of 1,513,708 ordinary shares submitted their shares for Redemption. Following the aforementioned redemptions, the Company will have 2,341,148 ordinary shares outstanding. In connection with the Redemptions, approximately $18,200,461 (approximately $12.02 per share) will be removed from the Trust Account to pay such shareholders, subject to further redemption reversal requests (if any) received and approved by the Company prior to the closing of the business combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Second Amended and Restated Memorandum and Articles of Association, dated September 19, 2025.
10.1		Amendment to the Investment Management Trust Agreement, dated September 19, 2025, by and between AlphaVest Acquisition Corp and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHAVEST ACQUISITION CORP
	By:	/s/ Yong (David) Yan
	Name:	Yong (David) Yan
	Title:	Chief Executive Officer

Dated: September 23, 2025

FAQ

What did AlphaVest Acquisition Corp (ATMVU) shareholders approve on September 19, 2025?

Shareholders approved an Articles Amendment to extend the deadline to complete a business combination in up to four one‑month increments to January 22, 2026, a Trust Agreement Amendment linking each extension to a $55,000 deposit into the trust account, and an Adjournment Proposal, which ultimately was not used because the main proposals passed.

How long can AlphaVest (ATMVU) now extend its business combination deadline?

AlphaVest can extend its business combination deadline from the original September 22, 2025 termination date by up to four one‑month extensions, allowing a latest possible deadline of January 22, 2026, provided it gives five days’ advance notice to the trustee before each applicable termination or extended date.

What are the financial terms of AlphaVest’s trust account extension arrangement?

For each one‑month extension, AlphaVest will deposit $55,000 into the trust account and receive a non‑interest‑bearing, unsecured promissory note that becomes payable upon consummation of a business combination, as described in the Trust Agreement Amendment.

How many AlphaVest ordinary shares were redeemed and how many remain outstanding?

In total, holders of 1,513,708 ordinary shares submitted their shares for redemption across the September 19, 2025 meeting and the earlier business combination meeting. After these redemptions, AlphaVest will have 2,341,148 ordinary shares outstanding.

How much cash will AlphaVest withdraw from the trust account for redemptions?

In connection with the redemptions, approximately $18,200,461, or about $12.02 per redeemed share, will be removed from the trust account to pay redeeming shareholders, subject to any redemption reversal requests received and approved before the business combination closes.

What were the voting results for the AlphaVest charter and trust amendments?

Each of the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment Proposal received 2,876,505 votes for, 6,441 votes against, and 0 abstentions, and was approved by the company’s shareholders.