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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 5, 2025
ALPHAVEST ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41574 | N/A 00-0000000 | ||
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(State or other jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
205 W. 37th Street New York, NY 10018
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (203) 998-5540
Not applicable
(Former name or former address, if changed since last report.)
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 5.07 Submission of Matters to a Vote of Security Holders.
On September 5, 2025, AlphaVest Acquisition Corp, a Cayman Islands exempted company (“SPAC”) held an extraordinary general meeting of shareholders (the “Meeting”), at which holders of 3,096,182 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), were present in person or by proxy, representing approximately 80.31% of the voting power of the 3,854,856 issued and outstanding Ordinary Shares entitled to vote at the Meeting as of the close of business on July 22, 2025, which was the record date for the Meeting.
At the Meeting, SPAC shareholders approved a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, dated as of August 16, 2024 and amended on June 25, 2025 (as amended, the “Business Combination Agreement”), by and among, the SPAC (after the Domestication (as defined below), “Surviving PubCo”), AV Merger Sub Inc, a Washington corporation (“Merger Sub”), and AMC Corporation, a Washington Corporation (“AMC”), and the transactions contemplated thereby. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, immediately following the Domestication of the SPAC to the State of Delaware, the SPAC will acquire all of the equity interests of the AMC, by way of its wholly-owned subsidiary, Merger Sub, merging with and into AMC (the “Merger”), with AMC surviving the Merger as a wholly-owned subsidiary of Surviving PubCo and the stockholders of AMC becoming stockholders of Surviving PubCo (the “Business Combination Proposal”).
The following is a tabulation of the votes with respect to the Business Combination Proposal, which was approved by SPAC’s shareholders:
| Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
| 3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to approve by special resolution that the SPAC be transferred by way of continuation from the Cayman Islands to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”) and Section 388 of the General Corporation Law of the State of Delaware and de-registered as a Cayman Islands exempted company in accordance with section 206 of the Cayman Companies Act and, immediately upon being deregistered in the Cayman Islands, the SPAC be continued and domesticated as a corporation under the laws of the State of Delaware (the “Domestication”) and, conditional upon, and with effect from, the registration of the SPAC as a corporation in the State of Delaware, the name of the SPAC be changed from “AlphaVest Acquisition Corp” to “AMC Robotics Corporation.” The Domestication will be effected immediately prior to, and on the same date as, the consummation of the Business Combination by the SPAC filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, all outstanding securities of the SPAC will convert to outstanding securities of Surviving PubCo (the “Domestication Proposal”).
The following is a tabulation of the votes with respect to the Domestication Proposal, which was approved by SPAC’s shareholders:
| Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
| 3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to consider and vote to approve by ordinary resolution, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of common stock, par value $0.00001 per share, of Surviving PubCo in connection with the Business Combination (including related financing) (the “Nasdaq Proposal”).
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The following is a tabulation of the votes with respect to the Nasdaq Proposal, which was approved by SPAC’s shareholders:
| Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
| 3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to approve by special resolution, the Surviving PubCo Certificate of Incorporation and the Surviving PubCo Bylaws, which, if approved, would take effect substantially concurrently with the time the Merger becomes effective (the “Governing Documents Proposal”).
The following is a tabulation of the votes with respect to the Governing Documents Proposal, which was approved by SPAC’s shareholders:
| Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
| 3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to consider and vote upon a proposal to approve by ordinary resolution the Equity Incentive Plan (the “Equity Incentive Plan Proposal”).
The following is a tabulation of the votes with respect to the Equity Incentive Plan Proposal, which was approved by SPAC’s shareholders:
| Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
| 3,088,741 | 7,441 | 0 |
Item 7.01 Regulation FD Disclosure.
On September 9, 2025, SPAC issued a press release (the “Press Release”) disclosing the Meeting results and the execution of definitive agreements for $8 million in PIPE financing. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Redemptions
In connection with the Meeting, SPAC shareholders holding an aggregate of 1,527,771 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18,272,141.16 (approximately $11.96 per share) will be removed from the Trust Account to pay such SPAC shareholders, subject to further redemption reversal requests (if any) received and approved by SPAC prior to the closing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
| Exhibit No. | Exhibit Title or Description | |
| 99.1 | Press Release dated September 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | ||
| Dated: September 10, 2025 | By: | /s/ Yong (David) Yan |
| Name: | Yong (David) Yan | |
| Title: | Principal Executive Officer | |
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Exhibit 99.1
AlphaVest Acquisition Corp and AMC Corporation Announce Shareholder Approval of Business Combination and Execution of Definitive Agreements for $8 Million PIPE Financing
| ● | Transaction expected to close in coming weeks | |
| ● | $8 million PIPE financing subscribed for by a group of investors | |
| ● | Proceeds to be used to accelerate AMC’s development and go-to-market strategy for its industrial warehouse solution featuring an AI-powered patrol and incident response robot |
New York, NY (GLOBE NEWSWIRE) September 9, 2025 / – AlphaVest Acquisition Corp (NASDAQ: ATMV) (the “Company” or “AlphaVest”) and AMC Corporation (“AMC”), a security and safety technology solutions company, today announced that AlphaVest shareholders voted to approve the previously announced business combination between the two companies (the “Business Combination”) at AlphaVest’s Extraordinary General Meeting held on September 5, 2025. In addition, AlphaVest and AMC announced that the parties have entered into binding agreements for a private placement of $8 million of common stock and common stock purchase warrants initially exercisable at $10.00 per share, subject to adjustment, to be consummated simultaneously with the consummation of the Business Combination.
Shengwei (Sean) Da, Chairman of the Board and Chief Executive Officer of AMC, said, “We are thrilled that AlphaVest’s shareholders voted to approve the proposed transaction and we thank shareholders for their continued support. We believe the Business Combination will accelerate our growth trajectory and the development and go-to-market strategy for our new products, including our industrial warehouse solution featuring an AI-powered patrol and incident response robot. We are proud of our team for quickly bringing our innovative warehouse solution from design stage to prototype this year and are encouraged by our testing and validation results in recent months. We are seeing strong early customer interest following our recent product showcases in Japan and Las Vegas, and we are hoping to deliver our first commercial version of this product by early 2026.”
In addition to the Business Combination Proposal, all other proposals necessary to complete the Business Combination were approved. Details of the complete results of the Extraordinary General Meeting will be included in a Current Report on Form 8-K, which will be filed by AlphaVest Acquisition Corp.
The closing of the Business Combination is expected to occur in the coming weeks, subject to the satisfaction of customary closing conditions.
Upon closing, the combined company will operate as AMC Robotics Corporation and its ordinary shares are expected to trade on the Nasdaq Capital Market under the new ticker symbol “AMCI.”
Advisors
Winston & Strawn LLP is serving as legal advisor to ATMV. EarlyBirdCapital, Inc. and Small Seashell Limited are serving as financial advisors to ATMV. Graubard Miller is serving as legal advisor to AMC. Revere Securities is serving as financial advisor to AMC.
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.
AMC Corporation
AMC is an innovative technology solutions company that designs, develops, and distributes smart enterprise and consumer safety and security products. AMC’s portfolio of award-winning YI security cameras is powered by over 150 AI, deep learning and edge computing patents, which support its leading video imaging and vision technology capabilities. Leveraging its existing software capabilities, the Company has designed and developed an AI-powered quadruped robot, which will serve as an all-in-one patrol and incident response warehouse solution.
INVESTORS AND MEDIA CONTACT
Nicholas Hresko-Staab
Vice President
Investor & Media Relations
Alliance Advisors IR
E: AMCRoboticsIR@allianceadvisors.com
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 AMC’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. These forward-looking statements are based on ATMV’s or AMC’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 AMC’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 the Business Combination; (b) the outcome of any legal proceedings that may be instituted against ATMV, AMC, or others following the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to satisfy other conditions to closing; (d) the ability to meeting the applicable stock exchange listing standards in connection with and following the consummation of the Business Combination; (e) the risk that the Business Combination disrupts current plans and operations of AMC or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of AMC to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations); (i) the possibility that ATMV and AMC may be adversely affected by other economic, business, and/or competitive factors; (j) AMC’s ability to execute its business plans and strategies; (k) AMC’s estimates of expenses and profitability; (l) 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; (m) our ability to successfully develop and commercialize new products, (n) other risks and uncertainties indicated under “Risk Factors” contained in the definitive proxy statement/prospectus for the proposed transaction, 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.
ATMV and AMC 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 AMC gives any assurance that either ATMV or AMC will achieve its expectations.
No Offer or Solicitation
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, or an exemption therefrom.