Business Context and Reporting Period
This Form 8-K reports the consummation of a business combination between AlphaVest Acquisition Corp. (the "SPAC") and AMC Robotics Corp (the "Company") on December 9, 2025. The transaction involved the domestication of the SPAC from the Cayman Islands to Delaware and a merger where the Company became a wholly-owned subsidiary of the surviving public company ("Surviving PubCo"). The combined entity now trades on The Nasdaq Stock Market under the symbol "AMCI."
Key Financial Metrics and Capital Structure
- Private Placement: Surviving PubCo raised $8 million through a concurrent private placement, issuing 800,000 shares of common stock at $10.00 per share and warrants to purchase 2,240,000 shares.
- Redemptions: 848,354 SPAC ordinary shares were redeemed, resulting in a cash outflow of approximately $10.3 million ($10,297,309).
- Share Issuance: 18,000,000 shares of Surviving PubCo Common Stock were issued to former Company shareholders.
- Post-Closing Capitalization: As of the Closing Date, 22,595,384 shares of Surviving PubCo Common Stock were issued and outstanding.
- Financial Statements: Specific revenue, profit, cash flow, and debt figures for the combined entity are not provided in this filing. Historical and pro forma financial data are incorporated by reference from the Proxy Statement/Prospectus and Exhibit 99.1/99.2.
Material Changes
- Corporate Status: The SPAC ceased to be a shell company as of the Closing Date.
- Ownership Structure: Shengwei (Sean) Da and affiliated entities hold approximately 77.0% of the outstanding common stock, resulting in Surviving PubCo being classified as a "controlled company" under Nasdaq rules.
- Management Changes: All prior SPAC directors (except Yong (David) Yan) resigned. A new board was appointed, consisting of Shengwei (Sean) Da, Min Ma, Hongfei Zhang, Dahe (Taylor) Zhang, and Yong (David) Yan.
- Agreements: The Investment Management Trust Agreement was terminated. New Lock-Up, Registration Rights, and Indemnification Agreements were executed.
Outlook, Risks, and Management Commentary
- Dividend Policy: The company has no current plans to pay cash dividends and intends to retain earnings for operations and expansion.
- Corporate Governance: While classified as a controlled company, the Board initially consists of a majority of independent directors and has established Audit, Compensation, and Nominating and Governance committees.
- Risk Factors: Key risks include the ability to realize anticipated benefits of the combination, maintaining Nasdaq listing, competition, and the diversion of management time. Detailed risk factors are referenced from the Proxy Statement/Prospectus.
- Forward-Looking Statements: The filing includes standard disclaimers regarding future performance, noting that actual results may differ materially due to various uncertainties.
Investor Verification Checklist
- Verify the pro forma financial condition and results of operations in Exhibit 99.2, as this filing does not contain specific revenue or earnings data.
- Review the "Risk Factors" section (beginning on page 45 of the Proxy Statement/Prospectus) for detailed operational and market risks.
- Confirm the terms of the Lock-Up Agreement (Exhibit 10.1) to understand restrictions on share sales by insiders.
- Examine the beneficial ownership table to note the 77.0% controlling interest held by Shengwei (Sean) Da and the implications for minority shareholders.
- Check the status of the 2,240,000 warrants issued in the private placement and their exercise terms.