エドガーで原本を確認する
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 12, 2025
ALPHAVEST ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41574 | N/A00-0000000 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
205 W. 37th Street
New York, NY 10018
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code 203-998-5540
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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 8.01. Other Events.
On September 12, 2025, AlphaVest Acquisition Corp issued a press release announcing the filing of supplemental proxy materials for its Extraordinary General Meeting to be held on September 19, 2025, which clarifies certain procedures for shareholders wishing to redeem their ordinary shares. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press Release dated September 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 | ||
| By: | /s/ Yong (David) Yan | |
| Name: | Yong (David) Yan | |
| Title: | Chief Executive Officer | |
Dated: September 12, 2025
Exhibit 99.1
AlphaVest Acquisition Corp Files Supplement to Proxy Materials Clarifying Redemption Procedures Related to its Business Combination and Extraordinary General Meeting
New York, New York September 12, 2025 /PRNewswire/ — AlphaVest Acquisition Corp (the “Company”) today filed a supplement (the “Proxy Supplement”) to its proxy statement dated September 2, 2025, related to its Extraordinary General Meeting to be held on September 19, 2025 (the “Extension Meeting”), at which shareholders will be able to consider and vote on a proposal to extend the time to complete the business combination (the “Extension”).
The Proxy Supplement clarified certain procedures related to shareholders wishing to redeem their ordinary shares in connection with the Extension Meeting and/or the Company’s business combination by and among the Company, AV Merger Sub Inc, and AMC Corporation (the “Business Combination”).
If you submitted public shares for redemption in connection with the extraordinary general meeting to approve the Business Combination, which was held on September 5, 2025 (the “Business Combination Meeting”) and you want to ensure such public shares are redeemed in the event that either the Business Combination is consummated or the Extension is implemented, you must (or must direct your bank, broker or other nominee to) instruct our transfer agent to redeem such public shares in connection with both the Business Combination Meeting and the Extension Meeting no later than the redemption deadline for the Extension Meeting. However, there is no assurance that we will hold the Extension Meeting and implement the Extension. If we do not hold the Extension Meeting implement the Extension, any public shares originally submitted for redemption in connection with the Business Combination Meeting and also instructed to be redeemed in connection with the Extension Meeting will be automatically subject to redemption in connection with the consummation of the Business Combination unless you withdraw such redemption request. However, if you only elect to redeem your public shares in connection with the Extension Meeting (and you did not previously submit such shares for redemption in connection with the Business Combination Meeting), your public shares will not be redeemed if we do not hold the Extension Meeting and implement the Extension, and you will receive shares of the combined public company.
If the conditions to the Business Combination are satisfied or will be satisfied or waived on or before September 22, 2025 (the “Termination Date”), then we intend to complete the Business Combination on or before the Termination Date. If we complete the Business Combination on or before the Termination Date, we expect to cancel the Extension Meeting. If we do not hold the Extension Meeting and implement the Extension, we will not redeem any public shares submitted for redemption solely in connection with the Extension Meeting (but will redeem all public shares previously submitted for redemption in connection with the Business Combination Meeting, and not subsequently reversed, upon consummation of the Business Combination). We intend to hold the Extension Meeting and implement the Extension only if we have determined as of the time of the extraordinary general meeting that we may not be able to complete the Business Combination on or before the Termination Date.
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.
For investor and media inquiries, please contact:
David Yan
Email: david.yan@alphavestacquisition.com
203-998-5540
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 the consummation of the Business Combination or implementation of the Extension. These forward-looking statements are based on the Company’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 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 risks and uncertainties indicated under “Risk Factors” contained in the definitive proxy statement/prospectus for the Business Combination, and other documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by the Company. 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.
The Company assumes 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. The Company does not give any assurance that the Company 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.