AlphaVest Acquisition Corp (NASDAQ: ATMV) (“ATMV”), a special
purpose acquisition company, announced the execution of a Business
Combination Agreement (the “Merger Agreement”) with Wanshun
Technology Industrial Group Limited (“Wanshun”), primarily a
peer-to-peer marketplace for on-demand rides hailing services in
China. 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, subject to
regulatory approval and respective stockholder approval by the
stockholders of ATMV and the stockholders of Wanshun and the
satisfaction of certain other customary closing conditions.
Wanshun, based in Shenzhen, China, and
established in 2016, operates an app-based ride-hailing service.
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.
Upon the closing of the Business Combination,
the combined company is expected to operate under the name Wanshun
Technology Industrial Group Limited and remain a NASDAQ-listed
public company trading under a new ticker symbol. Wanshun’s
executive management team will continue to lead the combined
company. There can be no assurance that the combined company will
remain listed on NASDAQ.
“AlphaVest recognizes the significant
opportunity within Wanshun’s distinctive business model and recent
launches of new growth initiatives, which created a vibrant synergy
within its business ecosystem,” said Dr. David Yan, Chief Executive
Officer of ATMV. “We are excited to have Wanshun for this business
merger and look forward very much to consummating this transaction.
We believe that, with the value proposition that AlphaVest brings
into this transaction, Wanshun will have the ability to amplify its
growth plans and create significant value for stockholders over
time.”
The description of the Business Combination
contained herein is only a summary and is qualified in its entirety
by reference to the Merger Agreement relating to the transaction.
For additional information, see ATMV’s Current Report on Form 8-K,
which will be filed promptly and can be obtained at the website of
the U.S. Securities and Exchange Commission (“SEC”) at
www.sec.gov.
Advisors
Winston & Strawn is serving as legal advisor
to ATMV. Jun He Law Offices LLC is serving as legal advisor to
Wanshun. Small Seashell Limited is serving as financial
advisor to ATMV.
About 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.
About AlphaVest
Acquisition Corp
AlphaVest Acquisition Corp is a blank check
company whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. While the
company will not be limited to a particular industry or geographic
region in its identification and acquisition of a target company,
the company intends to focus its search on businesses throughout
Asia.
Cautionary Note Regarding Forward
Looking Statements
This press release may contain statements that
constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning ATMV’s and Wanshun’s
possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry
environment, potential growth opportunities, and the effects of
regulation, including whether the Business Combination will
generate returns for stockholders or shareholders, respectively.
These forward-looking statements are based on ATMV’s or Wanshun’s
management’s current expectations, projections, and beliefs, as
well as a number of assumptions concerning future events. When used
in this communication, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,”
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not
guarantees of future performance, conditions, or results, and
involve a number of known and unknown risks, uncertainties,
assumptions, and other important factors, many of which are outside
of ATMV's or Wanshun’s management’s control, that could cause
actual results to differ materially from the results discussed in
the forward-looking statements. These risks, uncertainties,
assumptions, and other important factors include, but are not
limited to: (a) the occurrence of any event, change, or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Business Combination; (b) the outcome of any legal
proceedings that may be instituted against ATMV, Wanshun, or others
following the announcement of the Business Combination and any
definitive agreements with respect thereto; (c) the inability to
complete the Business Combination due to the failure to obtain the
approval of the stockholders of ATMV, to obtain financing to
complete the Business Combination or to satisfy other conditions to
closing; (d) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (e) the ability to
meeting the applicable stock exchange listing standards following
the consummation of the Business Combination; (f) the risk that the
Business Combination disrupts current plans and operations of
Wanshun or its subsidiaries as a result of the announcement and
consummation of the transactions described herein; (g) the ability
to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of Wanshun to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (h) costs related to the Business
Combination; (i) changes in applicable laws or regulations,
including legal or regulatory developments (including, without
limitation, accounting considerations) which could result in the
need for ATMV to restate its historical financial statements and
cause unforeseen delays in the timing of the Business Combination
and negatively impact the trading price of ATMV’s securities and
the attractiveness of the Business Combination to investors; (j)
the possibility that ATMV and Wanshun may be adversely affected by
other economic, business, and/or competitive factors; (k) Wanshun’s
ability to execute its business plans and strategies; (l) Wanshun’s
estimates of expenses and profitability; (m) the risk that the
transaction may not be completed by ATMV’s business combination
deadline and the potential failure to obtain extensions of the
business deadline if sought by ATMV; (n) other risks and
uncertainties indicated from time to time in the final prospectus
of ATMV relating to its initial public offering filed with the SEC,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by ATMV. Copies are available on
the SEC’s website, www.sec.gov. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and ATMV and Wanshun assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither ATMV nor
Wanshun gives any assurance that either ATMV or Wanshun will
achieve its expectations.
Additional Information about the Business Combination
and Where to Find It
In connection with the proposed Business
Combination between ATMV and Wanshun, ATMV will file a registration
statement on Form S-4 (as may be amended from time to time, the
“Registration Statement”) that will include a preliminary proxy
statement of ATMV and a registration statement/preliminary
prospectus of Wanshun, and after the Registration Statement is
declared effective, ATMV will mail a definitive proxy
statement/prospectus relating to the Business Combination to its
stockholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by
the SEC, will contain important information about the Business
Combination and the other matters to be voted upon at a meeting of
ATMV’s stockholders to be held to approve the Business Combination
and related matters. This communication does not contain all of the
information that should be considered concerning the Business
Combination and other matters and is not intended to provide the
basis for any investment decision or any other decision in respect
to such matters. ATMV and Wanshun may also file other documents
with the SEC regarding the Business Combination. ATMV stockholders
and other interested persons are advised to read the preliminary
proxy statement/prospectus when available and the amendments
thereto and the definitive proxy statement/prospectus and other
documents filed in connection with the Business Combination, as
these materials will contain important information about ATMV,
Wanshun, and the Business Combination.
When available, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to ATMV stockholders as of a record date
to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed or that will be
filed with the SEC through ATMV through the website maintained by
the SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants in the
Solicitation
ATMV, Wanshun, and their respective directors
and officers may be deemed participants in the solicitation of
proxies of ATMV stockholders in connection with the Business
Combination. ATMV stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and officers of ATMV and a description of their interests
in ATMV is contained in ATMV’s final prospectus related to its
initial public offering, dated December 19, 2022, and in ATMV’s
subsequent filings with the SEC. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to ATMV stockholders in connection with the
Business Combination and other matters to be voted upon at the ATMV
stockholder meeting will be set forth in the Registration
Statement. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Business Combination will be included in the Registration Statement
that ATMV and Wanshun intend to file with the SEC. You will be able
to obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
This press release relates to a proposed
Business Combination between ATMV and Wanshun. This press release
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange any securities, or a
solicitation of any vote or approval, nor shall there be any sale
or exchange of securities in any jurisdiction in which such offer,
solicitation, sale, or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
For investor and media inquiries,
please contact:
David YanEmail:
david.yan@alphavestacquisition.com203-998-5540
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