Exhibit 10.1


 


December
19, 2022


 


AlphaVest
Acquisition Corp.


420 Lexington Ave, Suite 2446


New York, NY 10170


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New York, NY 10017


 


	Re:	Initial Public Offering




 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and between AlphaVest Acquisition Corp, a Cayman Islands exempted
company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 6,900,000 of the Company’s
units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right
(each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of
an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
(the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units, Shares and Rights listed on The Nasdaq Global Market. Certain capitalized terms used herein
are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of AlphaVest Holding LP
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors
and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The
Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business
Combination (including any proposals recommended by the Company’s Board of Directors in connection with such Business Combination)
and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate
a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or
tender any Shares owned by it, him or her in connection therewith.


 






    	 



     


    

 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time
period set forth in the Company’s amended and restated memorandum and articles of association (as it may be amended from time
to time, the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10)
business days thereafter, redeem 100% of the Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
(as defined below), including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right
to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and
liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not
propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption as
set forth in the Prospectus or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their
Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind (a “Claim”)
in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect
to the Founder Shares held by it, him or her and hereby waives any Claim it, he or she may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
Notwithstanding the foregoing, the Sponsor, the Insiders and their respective affiliates shall be entitled to liquidation rights with
respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter.


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of
the Commission promulgated thereunder, with respect to, any Units, Shares (including, but not limited to, Founder Shares) and Rights
or any securities convertible into, or exercisable, or exchangeable for, Shares owned by it, him or her, (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Shares
(including, but not limited to, Founder Shares) and Rights or any securities convertible into, or exercisable, or exchangeable for,
Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Sponsor, directors
and officers acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in
this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only
be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply to
any transfer permitted under paragraph 7(c) hereof or if the release or waiver is effected solely to permit a transfer not for
consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the
extent and for the duration that such terms remain in effect at the time of the transfer.


 






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4. In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the
Company or (ii) any prospective target business with which the Company has negotiated with on a Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary
to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.20 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of the
trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to
the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.


 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 900,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to forfeit, at
no cost, a number of Founder Shares, to be split pro rata among them based on the number of Founder Shares they hold upon the
consummation of the Public Offering, equal to 225,000 multiplied by a fraction, (i) the numerator of which is 1,725,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is
1,725,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding Shares after the
Public Offering (not including Shares underlying the Private Placement Units or the EBC Founder Shares). The Initial Shareholders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell
Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of its issued
and outstanding Shares upon the consummation of the Public Offering (not including Shares underlying the Private Placement Units or
the EBC Founder Shares). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to
1,725,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal
to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 225,000 in the
formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial
Shareholders would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate of 20.0% of the
Company’s issued and outstanding Shares after the Public Offering (not including Shares underlying the Private Placement Units
or the EBC Founder Shares).


 






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6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b) and 9 as applicable,
of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such
breach.


 


7. (a)
The Sponsor and each Insider agrees that the Founder Shares shall be placed in escrow and that it, he or she shall not Transfer any Founder
Shares (or any Shares issuable upon conversion thereof) until six months after the date of the consummation of a Business Combination,
or earlier, if, subsequent to a Business Combination, we consummate a subsequent liquidation, merger, stock exchange or other similar
transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any Shares underlying the Private
Placement Units), until the completion of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units and
the Shares underlying the Private Placement Units that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or
family members of any of the Company’s officers or directors, any members of the Company’s initial shareholders, or any
affiliate of the Company’s initial shareholders; (b) in the case of an individual, by gift to a member of the
individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or
an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price
at which the securities were originally purchased; (f) by virtue of the laws of the Cayman Islands or the memorandum and articles of
association of the Sponsor upon dissolution of the sponsor; (g) in the event of the company’s liquidation prior to the
completion of a Business Combination; (h) to the Company for no value for cancellation in connection with the consummation of a
Business Combination; or (i) in the event of the completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Shares for cash, securities or other
property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (a) through (f)
these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other
restrictions contained in this Letter Agreement.


 






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8. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked and has
never experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in
all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that:
it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding.


 


9. Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 






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11.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii)
“Shares” shall mean the ordinary shares of the Company, par value $0.0001 per share; (iii)
“Founder Shares” shall mean the 1,725,000 Shares issued to the Initial Shareholders prior to the IPO (up
to 225,000 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the
Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Units” shall mean the 390,000 units (or 430,500 units if the over-allotment
option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,900,000 (or $4,305,000 if
the over-allotment option is exercised in full), or $10.00 per unit, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the
net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; (viii)
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any
security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix)
“EBC Founder Shares” shall mean the 125,000 Shares issued to the Representative prior to the
IPO.


 


12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director
shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for
any of the Company’s directors or officers.


 


13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written, or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified, or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 






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17. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be
brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


19. Any
notice, consent, or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


20. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by December 31, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. Each
of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 
	 	ALPHAVEST
    HOLDING LP
	 	 	 
	 	By:	/s/
    Dahe Zhang
	 	Name:	Dahe
    Zhang
	 	Title:	Manager
	 	 	 
	 	DIRECTORS
    AND OFFICERS
	 	 	 
	 	/s/ Penfgei Zheng
	 	Pengfei Zheng
	 	 	 
	 	/s/ Yong (David) Yan
	 	Yong (David) Yan
	 	 	 
	 	/s/
Song (Steve) Jing
	 	Song (Steve) Jing
	 	 	 
	 	/s/
Li (Helen) Wei
	 	Li (Helen) Wei
	 	 	 
	 	/s/
Shu Wang
	 	Shu Wang


 


Acknowledged
and Agreed:


 


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