Pengfei Zheng
About Pengfei Zheng
Pengfei Zheng, age 38, serves as Chairman of the Board of AlphaVest Acquisition Corp (ATMV). He is an experienced finance executive with significant capital raising and project management experience; he earned a bachelor’s degree in Computer Science and Technology from Xiangtan University in 2009. Note: contrary to “independent director,” company filings identify him as Chairman and indicate he controls the Sponsor, raising independence concerns .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Peace Capital Limited | Chairman | Since Nov 2021 | Private equity and asset management firm. Zheng is the sole director and shareholder of Peace Capital Limited . |
| Shenzhen Guoxing Capital | Founder & President | Since Jun 2015 | Investment and management company . |
External Roles
| Organization | Role | Governance Link |
|---|---|---|
| Peace Capital Limited | Sole director and shareholder | Entity holds founder shares and private placement units in ATMV; ownership and transfers create interlocks with ATMV’s Sponsor . |
Board Governance
- Current ATMV board: Pengfei Zheng (Chairman), Yong (David) Yan (CEO & Director), Song (Steve) Jing (CFO), Shu Wang (Independent Director), Li (Helen) Wei (Independent Director), Jiangang Luo (Independent Director) .
- Committee assignments/chairs: Not disclosed in current filings. Post-business combination, Surviving PubCo will have Audit, Compensation, and Nominating/Governance committees, but specific members are placeholders and not yet identified .
- Independence: Filings state “Our Sponsor is currently controlled by Mr. Pengfei Zheng,” compromising independence; he is not presented as an independent director .
- Insider trading policy and prohibitions on hedging/pledging with pre-clearance reflect baseline governance controls .
Equity Ownership
| Holder | Shares (SPAC Ordinary) | % Ownership (SPAC) | Source |
|---|---|---|---|
| Pengfei Zheng | 2,127,904 | 55.2% | |
| Peace Capital Limited | 1,276,742 | 33.1% | |
| AlphaVest Holding LP (Sponsor) | 851,162 | 22.1% | |
| All officers/directors (6) | 2,127,904 | 55.2% |
| Expected Post-Business Combination (Surviving PubCo) | Shares | % Ownership | Source |
|---|---|---|---|
| Pengfei Zheng | 2,127,904 | 9.1% | |
| Peace Capital Limited | 1,276,742 | 5.4% | |
| AlphaVest Holding LP (Sponsor) | 851,162 | 3.6% |
Ownership alignment details:
- Sponsor transferred 1,035,000 founder shares and 241,742 private placement units to Peace Capital Limited (controlled by Zheng) on April 18, 2023; Sponsor retained 851,162 shares and 161,162 private units .
- Founder shares were acquired at ~$0.014 per share; Sponsor and affiliates can earn positive returns even at low post-close trading prices, unlike public IPO shareholders .
Fixed Compensation
| Item | Amount | Terms | Source |
|---|---|---|---|
| Administrative Services Fee to TenX Global Capital LP (Sponsor affiliate) | $10,000 per month | For office space, secretarial and administrative support until business combination or liquidation; total expected $210,000 owed at completion per S-4/A summary |
- Director cash retainers, meeting fees, and committee fees: Not disclosed in filings for SPAC directors .
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance metrics, vesting schedules for directors: Not disclosed for SPAC directors .
- Founder shares/private units held by Sponsor and Peace Capital reflect sponsor economics rather than director performance pay; founder shares priced at ~$0.014 per share .
Other Directorships & Interlocks
- Other public company boards for Zheng: Not disclosed.
- Interlocks: Peace Capital Limited (controlled by Zheng) holds substantial ATMV securities; Sponsor is controlled by Zheng, creating intra-entity interlocks and influence over votes and extensions .
Expertise & Qualifications
- Finance industry executive with capital raising and project management experience; CS/Technology background may support tech diligence .
- Board-level leadership as Chairman of Peace Capital Limited; founder/operator experience at Shenzhen Guoxing Capital .
Governance Assessment
- Independence: Sponsor control by Zheng and substantial beneficial ownership (55.2% of SPAC shares) indicate non-independence and potential conflicts; filings explicitly state sponsor control by Zheng .
- Voting control/incentives: Sponsor-related parties and directors collectively own ~55.2% and are required to vote in favor of the business combination; founders’ low-cost shares and private units create strong incentives to complete a deal even with adverse economics to public holders .
- Related-party transactions: Transfer of founder shares and private units to Peace Capital; monthly admin fees to TenX Global Capital LP; various promissory notes and convertible arrangements (with AMC and Sponsor affiliates) underscore related party exposure .
- Committee oversight: Post-close committees are planned but unnamed; current disclosure lacks committee membership details, limiting visibility into audit/compensation oversight .
- Policy controls: Insider trading policy bans hedging and pledging without approval; pre-clearance required for insiders, indicating baseline governance discipline .
RED FLAGS
- Sponsor controlled by Pengfei Zheng; elevated conflict risk for deal approval and extensions .
- Majority beneficial ownership and founder share economics (acquired at ~$0.014/share) create misaligned incentives relative to $10 IPO shareholders .
- Corporate opportunity waiver in charter may divert potential targets to other entities; reduces board fiduciary clarity .
- CFIUS/foreign person risk due to sponsor control and China ties may constrain U.S. target pool and affect approvals .
- Removal of net tangible asset redemption cap (Redemption Limitation) increases probability of extreme redemptions and governance strain at closing .
Notes on Director Compensation & Attendance
- Filings do not disclose director-specific cash/equity compensation schedules, committee fees, meeting fees, or attendance rates for Zheng; SPAC structure often minimizes director pay but relies on sponsor economics and reimbursements .
- No disclosure of stock ownership guidelines, pledging or hedging by directors beyond company-wide policy prohibitions .
Summary Implications for Investors
- Governance risk centers on sponsor control and founder-share economics; Zheng’s dual role (Chairman and sponsor controller) concentrates influence over deal timing and terms. Monitor upcoming committee compositions post-combination, related-party arrangements (Peace Capital/TenX), and any CFIUS implications before underwriting governance quality .