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As filed with the Securities and Exchange Commission on January 16, 2026

Registration No. 333-292488

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________

AMC Robotics Corporation

(Exact name of registrant as specified in its charter)

_______________________

Delaware

7372

41-3041844

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

12 East 49^th Street, Suite 1805

New York, New York 10017

Tel: (734) 709-5127

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Jeffrey Michael Gallant

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44th Floor

New York, NY 10174

Tel: (212) 818-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated January 16, 2026

Preliminary Prospectus

AMC ROBOTICS CORPORATION

800,000 SHARES OF COMMON STOCK AND 5,576,301 SHARES OF COMMON STOCK UNDERLYING WARRANTS

2,224,027 SHARES OF COMMON STOCK HELD BY FORMER AFFILIATES

16,000,000 SHARES OF COMMON STOCK HELD BY CURRENT AFFILIATES

This prospectus relates to the offer and sale from time to time of up to 24,600,328 shares of common stock, par value $0.0001 per share (the “Common Stock”), of AMC Robotics Corporation, a Delaware corporation (the “Company,” “AMC Robotics,” “AMC,” “we,” “us,” “our” or other similar phrases), by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, as follows: (A) 800,000 shares of Common Stock issued by the Company in the PIPE Financing (as defined below) to the PIPE Investors (as defined below) and 5,576,301 shares of Common Stock issuable upon exercise of outstanding warrants issued to the PIPE Investors in the PIPE Financing (collectively, the “PIPE Shares”), (B) 2,168,194 Founder Shares (as defined below) originally issued at a price of approximately $0.014 per share prior to the initial public offering of AlphaVest Acquisition Corp (“AlphaVest”), with which the Company consummated a business combination (the “Business Combination”), and 55,833 shares issued to certain of the Selling Securityholders at $10.00 per share upon conversion of loans made by such holders to AlphaVest prior to the Business Combination (collectively, the “AlphaVest Affiliate Shares”) and (C) 16,000,000 shares held by current affiliates of the Company, which shares were acquired in connection with the Business Combination (the “AMC Affiliate Shares”). The Selling Securityholders may offer and sell such shares from time to time through any means described in the section entitled “Plan of Distribution.”

On December 9, 2025 (the “Closing Date”), we consummated the transactions contemplated by that certain Business Combination Agreement, dated August 16, 2024 and amended on June 25, 2025 (the “Business Combination Agreement”), with AMC Corporation, a Washington corporation (the “AMC Washington”), and AV Merger Sub Inc., a Washington corporation and wholly-owned subsidiary of AlphaVest (“Merger Sub”). Pursuant to the Business Combination Agreement, immediately prior to, and on the same date as, the Closing Date, AlphaVest deregistered itself as an exempted company in the Cayman Islands and transferred itself by way of continuation as a Delaware corporation (the “Domestication”). In connection with the Domestication, AlphaVest changed its name to AMC Robotics Corporation. Thereafter, AMC Washington merged with Merger Sub with AMC Washington surviving and becoming a wholly-owned subsidiary of AMC Robotics Corporation. In connection with the Business Combination, holders of an aggregate of 6,173,998 ordinary shares sold in AlphaVest’s initial public offering, or a total of 89.5% of the shares sold in such offering, exercised their right to redeem those shares for cash.

We are registering the resale of certain of the shares of Common Stock covered in this prospectus as required by (i) an amended and restated registration rights agreement, dated as of the Closing Date (the “IPO Registration Rights Agreement”), entered into by and among AlphaVest, the Company and certain other parties thereto that were holders of ordinary shares of AlphaVest that were issued prior to AlphaVest’s initial public offering and converted into shares of Common Stock upon consummation of the Business Combination (the “Founder Shares”) as well as certain other securities and (ii) certain registration rights agreements, dated as of the Closing DATE (the “PIPE Registration Rights Agreements” and together with the IPO Registration Rights Agreement, the “Registration Rights Agreements), entered into by and among the Company and the purchasers (the “PIPE Investors”) of securities in the private financing that took place simultaneously with the closing of the Business Combination (the “PIPE Financing”).

We will not receive any proceeds from the sale or issuance of shares of our Common Stock except with respect to amounts received by us upon exercise of the warrants issued in the PIPE Financing to the extent such warrants are exercised for cash at the exercise price of $10.00 per share, which amount of aggregate proceeds, assuming the exercise of all such warrants for cash, could be up to $22.4 million. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the $10.00 per share exercise price of such warrants, we believe the warrant holders will be less likely to exercise their warrants.

We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information on the foregoing in the section entitled “Plan of Distribution.” In addition, certain of the securities being registered hereby are subject to transfer restrictions that may prevent the Selling Securityholders from offering or selling of such securities upon the effectiveness of the registration statement of which this prospectus is a part. See “Description of Securities” for more information.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is traded on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “AMCI”. On December 29, 2025, the last reported sale price of our Common Stock on Nasdaq was $8.91 per share.

The securities registered for resale by this prospectus represent a substantial percentage of our total outstanding Common Stock as of the date of this prospectus. The sale of all securities being offered by this prospectus could result in a significant decline in the public trading price of our Common Stock. Even if the current trading price of the Common Stock is close to the price at which the shares were issued in AlphaVest’s initial public offering, certain of the Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

______________________________

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

______________________________

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated _________, 2026

TABLE OF CONTENTS

		Page
About This Prospectus		1
Frequently Used Terms		2
Forward-Looking Statements		4
Prospectus Summary		5
Risk Factors		10
Use of Proceeds		29
Unaudited Pro Forma Condensed Combined Financial Information		30
Business		40
Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
Management		59
Executive Compensation		63
Certain Relationships and Related Party Transactions		64
Beneficial Ownership of Securities		70
Selling Securityholders		71
Description of Securities		72
Securities Act Restrictions on Resale of Securities		76
United States Federal Income Tax Considerations		77
Plan of Distribution		81
Legal Matters		84
Experts		84
Where You Can Find More Information		84
Index to Financial Statements		F-1

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”). The Selling Securityholders may use the registration statement to sell up to: (A) 6,376,301 PIPE Shares, (B) 2,224,027 AlphaVest Affiliate Shares and (C) 16,000,000 AMC Affiliate Shares. The Selling Securityholders may offer and sell such shares from time to time through any means described in the section entitled “Plan of Distribution.”

We may also file a prospectus supplement to add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

The Nasdaq ticker symbol for the Company’s Common Stock is “AMCI.”

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated or the context otherwise requires, as used in this prospectus:

●	“AMC Washington” means AMC Corporation, a Washington corporation and wholly-owned subsidiary of the Company since the consummation of the Business Combination;

●	“Business Combination” means the Domestication, Merger and the other transactions contemplated by the Business Combination Agreement and the other agreements entered into by AMC Washington and AlphaVest in connection with the Business Combination;

●	“Business Combination Agreement” means the Business Combination Agreement, by and among AlphaVest, AMC Washington and Merger Sub;

●	“Bylaws” means the bylaws of the Company;

●	“Charter” means the certificate of incorporation of the Company;

●	“Closing” means the closing of the Business Combination;

●	“Closing Date” means December 9, 2025, the date on which the Closing occurred;

●	“Code” means the Internal Revenue Code of 1986, as amended;

●	“Common Stock” means shares of common stock, par value $0.0001 per share, of the Company;

●	“Company”, “AMC,” “we,” “us”, “our” or other similar phrases means AMC Robotics Corporation, a Delaware corporation;

●	“DGCL” means the Delaware General Corporation Law, as amended;

●	“Domestication” means the deregistration of AlphaVest as an exempted company in the Cayman Islands and the transfer by way of continuation of AlphaVest as a Delaware corporation;

●	“Exchange Act” means the Securities Exchange Act of 1934, as amended;

●	“Founder Shares” means the ordinary shares of AlphaVest acquired by certain of the Selling Securityholders prior to AlphaVest’s initial public offering which became shares of Common Stock upon the Domestication;

●	“GAAP” means generally accepted accounting principles in the United States;

●	“IRS” means the Internal Revenue Service;

●	“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

●	“Merger Sub” means AV Merger Sub Inc., a Washington corporation and wholly-owned subsidiary of AlphaVest prior to the Business Combination;

Table of Contents

●	“Merger” means the merger of Merger Sub with and into AMC Washington on the Closing Date, with AMC Washington being the surviving corporation of the Merger and becoming a wholly owned subsidiary of the Company;

●	“Nasdaq” means the Nasdaq Stock Market LLC;

●	“Organizational Documents” means the Company’s Certificate of Incorporation and Bylaws;

●	“PIPE Agreements” means those certain securities purchase agreements executed by the PIPE Investors in connection with the PIPE Financing;

●	“PIPE Financing” means the private financing of 800,000 shares of Common Stock at $10.00 per share for aggregate gross proceeds of $8,000,000 consummated simultaneously with the Closing of the Business Combination;

●	“PIPE Investors” means the investors that participated in the PIPE Financing;

●	“PRC” means the People’s Republic of China;

●	“SEC” means the United States Securities and Exchange Commission; and

●	“Securities Act” means the Securities Act of 1933, as amended.

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FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act in this prospectus and in documents incorporated by reference herein. All statements, other than statements of present or historical fact included in or incorporated by reference in this prospectus, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, future operating results, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should read statements that contain these words carefully because they:

	●	discuss future expectations;

	●	contain projections of future results of operations or financial condition; or

	●	state other “forward-looking” information.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

There may be events in the future that the Company is not able to predict accurately or over which it has no control. The section in this prospectus entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by the Company in such forward-looking statements. These examples include:

	●	the Company’s inability to raise sufficient capital to execute its business plan;

	●	the size, demands and growth potential of the markets for the Company’s products and services and the Company’s ability to serve those markets;

	●	the degree of market acceptance and adoption of the Company’s products and services;

	●	the Company’s ability to attract and retain customers;

	●	the Company’s success in retaining or recruiting officers, key employees or directors;

	●	the impact of the regulatory environment and complexities with compliance related to such environment; and

	●	factors relating to the business, operations and financial performance of the Company and its subsidiaries.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other risk factors included herein. Forward-looking statements reflect current views about the Company’s plans, strategies and prospects, which are based on information available as of the date of this prospectus. Except to the extent required by applicable law, the Company undertakes no obligation (and expressly disclaims any such obligation) to update or revise the forward-looking statements whether as a result of new information, future events or otherwise.

Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not place undue reliance on those statements.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the matters discussed under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Business” and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Our Business

AMC Robotics distributes innovative and smart security products and related solutions. AMC Robotics is also working on some next-generation products. Our goal is to build the world’s most advanced camera and chip designed specifically for use in a variety of edge devices, optimized for video capture and Artificial Intelligence (“AI”) analysis, enabling new proprietary AI systems to be built across a range of environments and situations.

Our goal is to make the world a safer place. Through the use of high-quality, affordable and accessible AI technology, we strive to help save lives, empower businesses to succeed and ultimately make the world a safer place.

AMC Robotics offers a range of products, solutions, and services designed to enhance residential and commercial security. The material smart hardware products currently being sold include smart cameras, driving recorders, action cameras and Retina K cameras. AMC Robotics also provides platform services designed to allow AMC Robotics’ hardware to be utilized by customers and enhance their overall experience with such products.

In addition to our current offerings, AMC Robotics is actively developing additional products and services such as IoT (Internet of Things), AI-based alarm systems, wearable devices and AI robots which are intended to apply to various commercial and industrial scenarios. AMC Robotics is also exploring certain aspirational products and solutions such as AI agent/robots and industrial security and monitoring solutions for scenarios such as warehouse management and logistics.

To date, AMC’s business is mainly located in the United States. However, it sells products and solutions in the United Kingdom and certain European countries. Additionally, to a lesser extent, AMC conducts certain operations in China, including sourcing materials and providing services through its relationships with China-based suppliers and affiliates. AMC also benefits from its partnerships with Xiaoyun and Yishijue, which are headquartered and operated in China.

Recent Developments

On the Closing Date, the parties consummated the transactions contemplated by the Business Combination Agreement as follows:

The Domestication

Immediately prior to, and on the same date as, the Closing, AlphaVest caused its de-registration as an exempted company in the Cayman Islands and the transfer of it by way of continuation as a Delaware corporation. The Domestication occurred in accordance with Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands.

In connection with the Domestication, AlphaVest caused:

	●	Each unit of AlphaVest (the “AlphaVest Units”) that was issued and outstanding immediately prior to the Domestication to be separated into one ordinary share, par value $0.0001 per share, of AlphaVest (“AlphaVest Ordinary Share”) and one right of AlphaVest (“AlphaVest Right”);

	●	Each AlphaVest Ordinary Share that was issued and outstanding immediately prior to the Domestication (including those ordinary shares so separated from the AlphaVest Units) was converted into one share of our Common Stock; and

	●	Each AlphaVest Right that was outstanding immediately prior to the Merger converted into one-tenth of one share of our Common Stock.

The Merger

On the Closing Date, immediately following the consummation of the Domestication, Merger Sub merged with and into AMC Washington. As a result of the Merger, the separate existence of Merger Sub ceased, and AMC Washington continued as the surviving company of the Merger and a wholly-owned subsidiary of AMC Robotics.

On the Closing Date, we issued an aggregate of 18,000,000 shares of Common Stock to the former shareholders of AMC Washington in exchange for their equity interests in AMC Washington.

Private Placement

Concurrently with the consummation of the Business Combination, the parties consummated the PIPE Financing of 800,000 shares of Common Stock at a price of $10.00 per share and common stock purchase warrants to purchase an aggregate of 2,240,000 shares of our Common Stock, initially exercisable at $10.00 per share, subject to adjustment, for aggregate proceeds of $8,000,000. Pursuant to the adjustment terms contained in the warrants, the aggregate number of shares of Common Stock issuable upon exercise of such warrants has been increased to 5,576,301 shares and the per-share exercise price has been reduced to $4.017.

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Implications of Being an Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

The Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following December 31, 2030, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined Company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

We are also a “smaller reporting company,” and we will continue to be a “smaller reporting company” if either (i) the market value of our stock held by non-affiliates is less than $250.0 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosures and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Corporate Information

AlphaVest was originally formed as a Cayman Islands exempted company in January 2022. In connection with the Business Combination, on the Closing Date, AlphaVest consummated the Domestication and became a Delaware corporation. Our Common Stock is listed on Nasdaq under the symbol “AMCI.” Our address is 12 East 49^th Street, Suite 1805, New York, New York 10017. Our telephone number is (734) 709-5127.

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The Offering

We are registering the offer and sale from time to time by the Selling Securityholders or their permitted transferees of the following securities: (A) 6,376,301 PIPE Shares, (B) 2,224,027 AlphaVest Affiliate Shares and (C) 16,000,000 AMC Affiliate Shares. The Selling Securityholders may offer and sell such shares from time to time through any means described in the section entitled “Plan of Distribution.”

Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 10 of this prospectus.



Shares of Common Stock offered by the Selling Securityholders		24,600,328 shares
Use of proceeds		We will not receive any proceeds from the resale of the Common Stock to be offered by the Selling Securityholders except to the extent of the exercise of 5,576,301 warrants held by the Selling Securityholders. If such warrants are exercised, we would receive an aggregate of $22,400,000.
Lock-up arrangements		Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Securities Act Restrictions on Resale of Securities — Locked-up Common Stock.”
Nasdaq Ticker symbol		“AMCI”

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Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability realize the anticipated benefits of the Business Combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:

	●	AMC Robotics’ operating results may fluctuate due to seasonality.
	●	AMC Washington has a history of net losses.
	●	Aggressive business tactics by AMC Robotics’ competitors may reduce AMC Robotics’ revenue.
	●	The proper and efficient functioning of AMC Robotics’ network operations and data back-up systems is central to its solutions.
	●	AMC Robotics receives a substantial portion of its revenue from a limited number of service providers, and the loss of, or a significant reduction in, orders from one or more of its major service providers would result in decreased revenue and profitability.
	●	A significant decline in AMC Robotics’ sharing revenue, which is generated from one of its major related party entities, would have an adverse effect on AMC Robotics’ business, financial condition and operating results.
	●	If AMC Robotics’ major related party entity is unable to develop new customer solutions in new markets or further penetrate its existing markets, AMC Robotics’ revenue may not grow as expected.
	●	AMC Robotics’ major related party entity relies on wireless carriers to provide access to wireless networks and any interruption of such access would impair AMC Robotics’ business.
	●	The technology employed in AMC Robotics’ products may become obsolete, and it may need to incur significant capital expenditures to update its products.
	●	If AMC Robotics is unable to continue to utilize the “Yi” brand name, it could materially and adversely affect its business, financial condition and results of operations.
	●	AMC Robotics depends on its suppliers, and the loss of any key supplier could materially and adversely affect its business, financial condition and results of operations.
	●	Growth of AMC Robotics’ business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance its brand would hurt its ability to retain or attract subscribers.
	●	Evolving government and industry regulation and changes in applicable laws relating to the Internet and data privacy may increase AMC Robotics’ expenditures related to compliance efforts or otherwise limit the solutions it can offer, which may harm AMC Robotics’ business and adversely affect its financial condition.
	●	AMC Robotics relies on the performance of its senior management and highly skilled personnel, and if AMC is unable to attract, retain and motivate well-qualified employees, its business and results of operations could be harmed.
	●	If AMC Robotics fails to protect its intellectual property and proprietary rights adequately, its business could be harmed.
	●	The use of open source software in AMC Robotics’ platform and solutions may expose it to additional risks and harm its intellectual property.
	●	Disruptions in the supply chain for AMC Robotics’ products could negatively impact its business.
	●	Inflationary pressures could have a negative impact on AMC Robotics’ business.
	●	Because suppliers of AMC Robotics’ products and partial operations are in China, AMC Robotics’ business is partially subject to the evolving and complex laws and regulations in China, which are different in material aspects from the laws of the United States.
	●	The PRC government may exercise certain oversight over the conduct of AMC Robotics’ business, and may influence AMC Robotics’ operations, which could result in changes in AMC Robotics’ operations. Changes in China’s economic or social conditions or government policies could have a material adverse effect on AMC Robotics’ business, results of operations and financial condition, and the value of AMC Robotics securities.
	●	AMC Robotics may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required for its operation conducted in PRC.
	●	The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect AMC Robotics’ operations.
	●	AMC Robotics’ securities may not continue to be listed on a national securities exchange, which could limit investors’ ability to make transactions in its securities and subject it to additional trading restrictions.
	●	AMC Robotics is a controlled company under Nasdaq rules.
	●	Anti-takeover provisions in our organizational documents could make an acquisition of AMC Robotics more difficult.
	●	It is not expected that AMC Robotics will pay dividends in the foreseeable future after the Business Combination.
	●	AMC Robotics’ management team has limited experience managing a public company.

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Market Price, Ticker Symbols and Dividend Information

Market Price and Ticker Symbols

Our Common Stock is currently listed on Nasdaq under the symbol “AMCI.” On December 29, 2025, the closing price of our Common Stock was $8.91.

Holders

As of December 29, 2025, there were 22,595,384 shares of Common Stock issued and outstanding held of record by 36 holders. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Common Stock are held of record by banks, brokers and other financial institutions.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by any outstanding preferred stock and covenants of any existing and future outstanding indebtedness. We do not anticipate declaring any cash dividends to holders of Common Stock in the foreseeable future. As a result, you may not receive any return on an investment in our Common Stock unless you sell your Common Stock for a price greater than that which you paid for it.

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included elsewhere in this prospectus. The value of your investment in the Company will be subject to the significant risks affecting the Company and inherent to the industry in which it operates. The risk factors described below disclose material and other risks, are not intended to be exhaustive and are not the only risks faced by the Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect the business, financial condition, results of operations and cash flows in future periods of the Company. The occurrence of any of these events could cause the trading price of our Common Stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

It may be difficult to evaluate our business prospects, and our operating results may fluctuate.

Our operating results may fluctuate because of a variety of factors, many of which are outside of our control. Fluctuations in our results of operations may be due to a number of factors, including:

●

Fluctuations with respect to the portion of our revenue attributable to software-as-a-service, or SaaS,

and license revenues versus hardware and other sales;

●

fluctuations in demand, including due to seasonality, for our platform and solutions;

●

changes in pricing by us in response to competitive pricing actions;

●

the ability of our hardware vendors to continue to manufacture high-quality products and to supply

sufficient products to meet our demands;

●

the timing and success of introductions of new solutions, products or upgrades by us or our competitors;

●

changes in our business and pricing policies or those of our competitors;

●

our ability to control costs, including our operating expenses and the costs of the hardware we purchase;

●

competition, including entry into the industry by new competitors and new offerings by existing competitors;

●

our ability to successfully manage any future acquisitions of businesses;

●

issues related to introductions of new or improved products such as shortages of prior generation products or short-term decreased demand for next generation products;

●

the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, introducing new solutions or paying litigation expenses;

●

the ability to effectively manage growth within existing and new markets domestically and abroad;

●

the strength of regional, national and global economies; and

●

the impact of natural disasters or manmade problems.

Our operating results may fluctuate due to seasonality.

Our quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future. The demand for our products is driven largely by the demand for the end-product applications that are powered by our products which can vary on seasonality. We expect high demand from our customers in holiday seasons such as the third and fourth quarters in a year compared to lower demand in the first and second quarters in a year.

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We have a history of net losses.

We have a history of net losses. Although we had net income for the nine months ended September 30, 2025 of $399,140, we had net losses in 2024 and 2023. We have historically funded our operations and capital needs primarily through borrowings from a related party, Ants Technology (HK) Limited (“Ants”). There can be no assurance that AMC will be successful in achieving its strategic plans, that AMC’s future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. If AMC is unable to raise sufficient financing or events or circumstances occur such that AMC does not meet its strategic plans, it would have a material adverse effect on AMC’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and reviews of our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024, we and our independent registered public accounting firm identified four material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal controls, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses that have been identified for AMC are as follows:

	(1)	Lack of Experienced Accounting Team — AMC lacks qualified in-house accounting staff and resources with adequate knowledge of U.S. GAAP. A third-party consulting firm has been engaged to prepare financial statements and footnote disclosures in accordance with U.S. GAAP.

	(2)	Lack of Duty Segregations — The Company separates the duties at certain areas, but there is only one person responsible for various functions of the Company, including processing payments and Human Resource functions. All other individuals involved in these processes are engaged through independent contractor roles.

	(3)	Lack of sufficient inventory management process and control system — AMC does not have a sufficient inventory management process or control system.

	(4)	Lack of proper approval for related party transactions — AMC lacks a formal approval process for related party transactions.

To remediate our material weaknesses, we have begun and will continue to: (1) hire additional qualified accounting staff with appropriate knowledge and experience in U.S. GAAP and SEC financial reporting requirements, while strengthening period-end financial reporting controls and procedures; (2) establish an ongoing program to provide adequate training for financial reporting and accounting personnel, particularly on U.S. GAAP and SEC requirements; (3) assign clear roles and responsibilities to accounting staff and the management team to establish segregation of duties and improve inventory processes; and (4) implement a thorough review and approval process for related party transactions.

However, we cannot assure that we will remediate our material weaknesses in a timely manner, or at all. If we fail to implement and maintain effective internal controls to remediate the material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the price of our Common Stock could be negatively affected. We could also become subject to investigations by the SEC, Nasdaq or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets.

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We are exposed to risks relating to price fluctuations of hardware cost.

Prices of hardware have a significant impact on our cost of sales. In 2024, costs of hardware accounted for 56% of the final price sold in the market for the period. Parts and accessories for our products primarily include lenses, lithium batteries, infrared sensors and integrated chips. The current or expected supply of our key hardware parts and accessories may fluctuate depending on a number of factors beyond our control, including but not limited to the availability of resources in the supplier market, market demand, market disruptions, natural disasters and other factors. Government tariffs that are imposed may also impact the availability and cost of our key hardware parts and accessories. We may not be able to obtain stable, high-quality parts and accessories at reasonable prices. If prices rise, it would have a material adverse effect on our operating results.

The markets in which we participate are highly competitive and many companies, including large technology companies, are actively targeting the home automation, security monitoring and video monitoring markets. If we are unable to compete effectively with these companies, our sales and profitability could be adversely affected.

We compete in several markets, including home automation, security monitoring and video monitoring. The markets in which we participate are highly competitive and competition may intensify in the future.

Our ability to compete depends on a number of factors, including:

●

our platform and solutions’ functionality, performance, ease of use, reliability, availability and cost effectiveness relative to that of our competitors’ products;

●

our success in utilizing new and proprietary technologies to offer solutions and features previously not available in the marketplace;

●

our success in identifying new markets, applications and technologies;

●

our ability to attract and retain partners;

●

our name recognition and reputation;

●

our ability to recruit software engineers and sales and marketing personnel; and

●

our ability to protect our intellectual property.

Consumers may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. In the event a consumer decides to evaluate a new product or a solution, the consumer may be more inclined to select one of our competitors whose product offerings are broader than those that we offer.

Aggressive business tactics by our competitors may reduce our revenue.

Increased competition in the markets in which we compete may result in aggressive business tactics by our competitors, including:

●

selling at a discount;

●

offering products similar to our platform and solutions on a bundled basis at lower prices;

●

announcing competing products combined with extensive marketing efforts;

●

providing financing incentives to consumers; and

●

asserting intellectual property rights irrespective of the validity of the claims.

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Our service providers may switch and offer the products and services of competing companies, which would adversely affect our sales and profitability. Competition from other companies may also adversely affect our negotiations with service providers and suppliers, including, in some cases, requiring us to lower our prices. Opportunities to take market share using innovative products, services and sales approaches may also attract new entrants to the field. We may not be able to compete successfully with the offerings and sales tactics of other companies, which could result in the loss of service providers offering our platform and solutions and, as a result, our revenue and profitability could be adversely affected.

If we fail to compete successfully against our current and future competitors, or if our current or future competitors employ aggressive business tactics, including those described above, demand for our platforms and solutions could decline, we could experience cancellations of our services to consumers, or we could be required to reduce our prices or increase our expenses.

We receive a substantial portion of our revenue from a limited number of service providers, and the loss of, or a significant reduction in, orders from one or more of our major service providers would result in decreased revenue and profitability.

Our success is highly dependent upon establishing and maintaining successful relationships with a variety of service providers. We generally enter into agreements with our service providers outlining the terms of our relationship, including service provider pricing commitments, maintenance and support requirements. These contracts typically have an initial term of three years, with subsequent renewal terms. While we have developed a network of service providers, we receive a substantial portion of our revenue from a limited number of service providers. For the fiscal year ended December 31, 2024, one customer, Kami Vision Incorporated (“Kami”), a related party to AMC, contributed approximately 26% of AMC’s revenue and accounted for 10% of AMC’s accounts receivable at December 31, 2024. The loss of one or more key service provider, a reduction in sales through any major service provider, the inability of any customer to fulfill its financial obligations or the inability or unwillingness of any of our major service provider to pay for our platforms and solutions would reduce our revenue and could impair our profitability. Additionally, this concentration exposes AMC to potential collection risks and could increase its vulnerability to any economic downturns or operational disruptions affecting key customers.

AMC currently operates certain of its business through variable interest entities.

Certain of AMC’s business is operated through two variable interest entities (“VIEs”). AMC does not have an equity ownership in, or control through such ownership or investment of the VIEs. The contractual arrangements with respect to VIEs are not equivalent to an equity ownership in the business of VIEs. These contractual arrangements may not be as effective as direct ownership in providing AMC with control over VIEs. Any references in this prospectus to control or benefits that accrue to AMC because of VIEs are limited to, and subject to conditions for consolidation of, VIEs under U.S. GAAP. For accounting purposes, AMC is the primary beneficiary of the VIEs. In addition, the contractual agreements governing VIEs have not been tested in a court of law. In the opinion of AMC’s management, based on AMC’s China counsel, the agreements among AMC, each of the VIEs and its nominee shareholders, governed by local laws, as described above, are valid, binding and enforceable in accordance with their terms and applicable local laws, rules, and regulations currently in effect and do not and will not violate any applicable local laws, regulations, or rules currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current and future local laws and regulations. Accordingly, if the local government finds that the contractual arrangements do not comply with its restrictions on foreign ownership of businesses, or if the local government otherwise finds that AMC and the VIEs are in violation of local laws or regulations or lack the necessary permits or licenses to operate AMC’s business, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

	●	revoking the business and operating licenses of AMC;
	●	discontinuing or restricting the operations;
	●	imposing fines or confiscating any of VIEs’ income that they deem to have been obtained through illegal operations;
	●	imposing conditions or requirements with which AMC’s subsidiaries or the VIEs may not be able to comply;
	●	requiring AMC to restructure the ownership structure or operations, including terminating the contractual arrangements with the VIEs;
	●	requiring AMC to restructure the ownership structure or operations, including terminating the contractual arrangements with the VIEs;
	●	restricting or prohibiting AMC’s use of the proceeds of overseas offering to finance the business and operations in these jurisdictions; or
	●	taking other regulatory or enforcement actions that could be harmful to the business.

If the imposition of any of these penalties or requirement to restructure AMC’s operations causes it to lose the rights to direct the activities of the two VIEs or AMC’s right to receive its economic benefits, AMC would no longer be able to consolidate the financial results of the two VIEs in its consolidated financial statements.

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AMC could be subject to risks related to terminating its VIE operations.

In August 2024, AMC and the two VIEs through which certain of its business is operated entered into separate business transfer agreements. Under these agreements, the two VIEs will transfer all of their ownership in the online stores they operate to AMC. As a result, AMC will no longer have any operations through VIEs. It is possible that the foregoing transfer could result in interruptions in the business activities while the transfers are being completed. Furthermore, it is possible that the PRC government could raise questions relating to the operations after the transfer has been completed or seek to impose penalties or taxes in connection therewith. Any interruption of business activities or increased expenses related to the transfer could negatively impact AMC’s operations.

Mergers or other strategic transactions involving our competitors could weaken our competitive position, which could adversely affect our ability to compete effectively and harm our results of operations.

Our industry is highly fragmented, and we believe it is likely that some of our existing competitors will consolidate or be acquired. In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with systems integrators, third-party consulting firms or other parties. Any such consolidation, acquisition, alliance or cooperative relationship could adversely affect our ability to compete effectively and lead to pricing pressure and our loss of market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our business, results of operations and financial condition.

A significant decline in our SaaS and license revenue renewal rate would have an adverse effect on our business, financial condition and operating results.

Revenue is primarily dependent on the number of active subscribers and their monthly usage of platform features. Subscribers could elect to terminate our services in any given month. If our efforts and our service providers’ efforts to satisfy our existing subscribers are not successful, we may not be able to retain them or sell additional functionality to them and, as a result, our revenue and ability to grow could be adversely affected.

Our SaaS and license revenue renewal rate is calculated across our entire subscriber base, including subscribers whose contract with their service provider reached the end of its contractual term during the measurement period, as well as subscribers whose contract with their service provider has not reached the end of its contractual term during the measurement period, and is not intended to estimate the rate at which our subscribers renew their contracts with our service providers. As a result, we may not be able to accurately predict future trends in renewals and the resulting churn. Subscribers may choose not to renew their contracts for many reasons, including the belief that our service is not required for their needs or is otherwise not cost-effective, a desire to reduce discretionary spending, or a belief that our competitors’ services provide better value. Additionally, our subscribers may not renew for reasons entirely out of our control, such as moving a residence or the dissolution of their business. A significant increase in our churn would have an adverse effect on our business, financial condition, and operating results.

If we are unable to develop new solutions, sell our platform and solutions into new markets or further penetrate our existing markets, our revenue may not grow as expected.

Our ability to increase sales will depend in large part on our ability to enhance and improve our platform and solutions, introduce new solutions in a timely manner, sell into new markets and further penetrate our existing markets. The success of any enhancement or new solution or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new solutions, the ability to maintain and develop relationships with service providers, the ability to attract, retain and effectively train sales and marketing personnel and the effectiveness of our marketing programs. Any new product or service we develop or acquire may not be introduced in a timely or cost-effective manner, and may not achieve the broad market acceptance necessary to generate significant revenue. Any new markets into which we attempt to sell our platform and solutions, including new vertical markets and new countries or regions, may not be receptive. Our ability to further penetrate our existing markets depends on the quality of our platform and solutions and our ability to design our platform and solutions to meet consumer demand.

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We rely on wireless carriers to provide access to wireless networks through which we provide our wireless alarm, notification and intelligent automation services, and any interruption of such access would impair our business.

We rely on wireless carriers to provide access to wireless networks for machine-to-machine data transmissions, which are an integral part of our services. Our wireless carriers may suspend wireless service to expand, maintain or improve their networks. Any suspension or other interruption of services would adversely affect our ability to provide our services to our service providers and subscribers and may adversely affect our reputation. In addition, the inability to maintain our existing contracts with our wireless carriers or enter into new contracts with such wireless carriers could have a material adverse effect on our business, financial condition and results of operations.

Any security incident, other technology disruption, or failure to comply with laws and regulations relating to privacy and processing of personal information could result in damage to AMC’s brand and reputation, material financial penalties, and legal liability, any of which could negatively impact our business, results of operations and financial condition.

AMC’s business involves the use of computers in substantially all aspects of its business operations. AMC also uses mobile devices, social networking and other online activities to connect with its employees, suppliers, manufacturers, distributors, customers and consumers. As AMC pursues new initiatives that grow its operations, including acquisitions, AMC may also be required expand and improve its information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. Security incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors, each of which increases the difficulty of detecting and successfully defending against them. If AMC fails to assess, identify, and respond to cybersecurity risks associated with the expansion and evolution of its business or the increasing sophistication of hackers, AMC may become increasingly vulnerable to such risks.

While AMC believes that it has implemented reasonable measures to prevent security incidents, there can be no assurances that such measures will be effective to protect AMC’s information technology systems and/or the relevant personal or sensitive information it processes. As an early-stage company, AMC’s resources to invest in data security protection are limited, and AMC may not be sufficiently protected against security incidents. AMC may not have sufficient resources to adequately investigate and remediate any vulnerabilities related to security incidents, or to prevent them.

In addition to breach notification laws that may be triggered by security incidents or access or exfiltration of personal information by unauthorized persons, AMC may also be contractually required to notify customers or other counterparties of a security incident. Maintaining industry standard safeguards and, if needed, addressing a security incident may be costly. Complying with the numerous and complex regulations in the event of a data security breach would be potentially expensive, and resource-intensive and failure to comply could subject us to regulatory scrutiny and potential liability, including fines, penalties, or litigation. In addition, the theft, destruction, loss, misappropriation, or release of personal information or intellectual property, or interference with AMC’s information technology systems or the technology systems of third parties on which it relies, could result in business disruption, reputational harm, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, all of which could have a material adverse impact on AMC’s business, financial condition or results of operations.

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We may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our products, improve our operating system or acquire complementary businesses and technologies. Our capital requirements will depend on many factors, including, but not limited to:

	●	technological advancements;

	●	market acceptance of our products and product enhancements, and the overall level of sales of our products;

	●	R&D expenses;

	●	our relationships with our customers and suppliers;

	●	our ability to control costs;

	●	sales and marketing expenses;

	●	enhancements to our infrastructure and systems and any capital improvements to our facilities;

	●	potential acquisitions of businesses and product lines; and

If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be limited.

The technology employed in our products may become obsolete, and we may need to incur significant capital expenditures to update our products for changes in technology.

Our industry is characterized by rapid technological innovation. Our platform and solutions interact with the hardware and software technology of systems and devices located at our subscribers’ properties. We may be required to modify or change our products or solutions to adapt to new technologies or changes in existing technologies in response to changing market conditions, consumer preferences or industry standards, which could require significant capital expenditures. For example, many of our products are currently working on platforms that rely on 3G/4G wireless technology. As 5G wireless technology becomes more prevalent, it may require changes to our products or solutions. It is also possible that one or more of our competitors could develop a significant technical advantage that allows them to provide additional or superior quality products or services, or to lower their price for similar products or services, which could put us at a competitive disadvantage. Our inability to adapt to changing technologies, market conditions or consumer preferences in a timely manner could materially and adversely affect our business, financial condition, cash flows or results of operations.

If we are unable to continue to utilize the “Yi” brand name, it could materially and adversely affect our business, financial condition and results of operations.

We currently utilize the “Yi” brand name in almost all of the products we sell. We have been granted permission by Shanghai Xiaoyi Technology Co., Ltd., the owner of the “Yi” brand name, to utilize such name in all of our products in our online sales through October 22, 2026. We cannot assure you that we will be able to extend this arrangement beyond such date. If we are unable to maintain this arrangement in the future and lose the ability to utilize the “Yi” brand name, it could materially and adversely affect our business, financial condition and results of operations.

We depend on our suppliers, and the loss of any key supplier could materially and adversely affect our business, financial condition and results of operations.

Our hardware products depend on the quality of components that we procure from related-party suppliers. Reliance on suppliers, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts, which can adversely affect the reliability and reputation of our platform and solutions, and a shortage of components and reduced control over delivery schedules and increases in component costs, which can adversely affect our profitability. We have two related parties from which we procure hardware on a purchase order basis. If these suppliers are unable to continue to provide a timely and reliable supply, we could experience interruptions in delivery of our platform and solutions to service providers, which could have a material adverse effect on our business, financial condition and results of operations. If we were required to find alternative sources of supply, qualification of alternative suppliers and the establishment of reliable supplies could result in delays and a possible loss of sales, which could have a material adverse effect on our business, financial condition and results of operations.

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Disruptions in the supply chain for AMC’s products could negatively impact AMC’s business.

In 2023, AMC’s business was impacted by supply chain disruptions, particularly a short supply of security cameras. To address this challenge, AMC purchased Ants’ remaining inventory of security cameras, which allowed it to meet customer demand without significant interruptions to its operations or revenue. While the disruption posed challenges, AMC’s proactive measures helped mitigate immediate risks to customer satisfaction and market position. AMC has implemented several strategies to address supply chain risks going forward, including diversifying its supplier base by expanding partnerships with multiple suppliers to reduce reliance on any single source, and seeking to better manage its inventory by increasing the amount of parts and accessories purchased when placing purchase orders. These mitigation efforts, while effective in addressing short-term supply chain disruptions, introduced certain other risks, including product quality and reliability risks dealing with new suppliers and higher costs to increase inventory levels. Although AMC will seek to mitigate these risks such as by conducting rigorous quality assurance processes, there can be no assurance that AMC will be successful in these efforts. If it is not, it could have a material adverse effect on AMC’s business.

AMC faces inflationary pressures which could negatively impact its business

To date, recent inflationary pressures have not had a material impact on AMC’s business and operations. However, such pressures could increase over time and if they did, it could have a material impact on AMC’s business and operations. For instance, to date, the costs associated with procuring AMC’s hardware, raw materials and third-party services have not increased materially as AMC’s main suppliers are located in PRC where inflation has been controlled in the past year. If inflation were to increase in these locations, it could negatively impact AMC’s business. Furthermore, inflationary pressures in the logistics sector, including higher fuel and transportation costs, could increase and further negatively impact the cost of delivering AMC’s products and solutions. The United States government has also recently imposed higher tariffs on products from the PRC, which could increase the prices of our products and services and could negatively impact our business. If AMC is unable to implement successful strategies to offset such inflationary pressures and/or tariffs, it could have a material adverse effect on its business and operations.

Growth of our business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance our brand would hurt our ability to retain or attract subscribers.

We believe that building and maintaining market awareness, brand recognition and goodwill in a cost-effective manner is critical to our overall success in achieving widespread acceptance of our existing and future solutions and is an important element in attracting new service providers and subscribers. An important part of our business strategy is to increase service provider and consumer awareness of our brand and to provide marketing leadership, services and support to our service provider network. This will depend largely on our ability to continue to provide high-quality solutions, and we may not be able to do so effectively. While we may choose to engage in a broader marketing campaign to further promote our brand, this effort may not be successful. Our efforts in developing our brand may be hindered by the marketing efforts of our competitors and our reliance on our service providers and strategic partners to promote our brand. If we are unable to cost-effectively maintain and increase awareness of our brand, our business, results of operations and financial condition could be harmed.

Our strategy includes pursuing acquisitions, and our potential inability to successfully integrate newly-acquired technologies, assets or businesses may harm our financial results.

We believe part of our growth will be driven by acquisitions of other companies or their technologies, assets and businesses. Any acquisitions we complete will give rise to risks, including:

●

incurring higher than anticipated capital expenditures and operating expenses;

●

failing to assimilate the operations and personnel or failing to retain the key personnel of the acquired company or business;

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failing to integrate the acquired technologies, or incurring significant expense to integrate acquired technologies into our platform and solutions;

●

diverting our management’s attention and other company resources;

●

failing to maintain uniform standards, controls and policies;

●

incurring significant accounting charges;

●

impairing relationships with employees, service providers or subscribers;

●

finding that the acquired technology, asset or business does not further our business strategy, that we overpaid for the technology, asset or business or that we may be required to write off acquired assets or investments partially or entirely;

●

failing to realize the expected synergies of the transaction;

●

being exposed to unforeseen liabilities and contingencies that were not identified prior to acquiring the company; and

Fully integrating an acquired technology, asset or business into our operations may take a significant amount of time. We may not be successful in overcoming these risks or any other problems encountered with acquisitions. To the extent we do not successfully avoid or overcome the risks or problems related to any such acquisitions, our results of operations and financial condition could be harmed. Acquisitions also could impact our financial position and capital requirements, or could cause fluctuations in our quarterly and annual results of operations. Acquisitions could include significant goodwill and intangible assets, which may result in future impairment charges that would reduce our stated earnings. We may incur significant costs in our efforts to engage in strategic transactions and these expenditures may not result in successful acquisitions.

To carry out our business plan, we may face the challenge that we are short of human capital resources.

In our business plan, we are planning to launch new products which require intensive investment of human capital resources. We currently employ only a small group of people and rely on the outsourced human capital that we work with. The lack of human resources has potential to impact the development of our business plan and delay the launch of our new products.

Evolving government and industry regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.

As internet commerce continues to evolve, federal, state or foreign agencies have adopted and could in the future adopt regulations covering issues such as user privacy and content. We are particularly sensitive to these risks because the Internet is a critical component of our business model. In addition, taxation of products or services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the internet may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our operations.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our operations.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Such changes could have a material adverse effect on our operations.

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We rely on the performance of our senior management and highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business and results of operations could be harmed.

We believe our success depends on the efforts and talents of senior management and key personnel. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or key personnel could interrupt our ability to execute our business plan, as such individuals may be difficult to replace. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business and results of operations could be harmed.

Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade problems such as terrorism or global or regional economic, political and social conditions.

A significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could harm our business, results of operations and financial condition. Natural disasters could affect our hardware vendors. Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenue, such as metropolitan areas in North America, consumers in that region may delay or forego purchases of our platform and solutions from service providers in the region, which may harm our results of operations for a particular period. In addition, terrorist acts or acts of war could cause disruptions in our business or the business of our hardware vendors, service providers, subscribers or the economy as a whole. More generally, these geopolitical, social and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our sales. Given our concentration of sales during the third and fourth quarters, any disruption in the business of our hardware vendors and service providers that impacts sales during the third or fourth quarter could have a greater impact on our annual results. All of the aforementioned risks may be augmented if the disaster recovery plans for us, our service providers and our suppliers prove to be inadequate. To the extent that any of the above results in delays or cancellations of orders, or delays in the manufacture, deployment or shipment of our platform and solutions, our business, financial condition and results of operations would be harmed.

Downturns in general economic and market conditions and reductions in spending may reduce demand for our platform and solutions, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for our platform and solutions. Concerns about the systemic impact of a potential widespread recession, energy costs, geopolitical issues, the availability and cost of credit and the global housing and mortgage markets have contributed to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S. economy. The current unstable general economic and market conditions have been characterized by a dramatic decline in consumer discretionary spending and have disproportionately affected providers of solutions that represent discretionary purchases. While the decline in consumer spending has recently moderated, these economic conditions could still lead to continued declines in consumer spending over the foreseeable future, and may have resulted in a resetting of consumer spending habits that may make it unlikely that such spending will return to prior levels for the foreseeable future.

During weak economic times, the available pool of service providers may decline as the prospects for home building and home renovation projects diminish, which may have a corresponding impact on our growth prospects. In addition, there is an increased risk during these periods that one of our service providers will file for bankruptcy protection, which may harm our reputation, revenue, profitability and results of operations. Likewise, consumer bankruptcies can detrimentally affect the business stability of our service providers. Prolonged economic slowdowns and reductions in new home construction and renovation projects may result in diminished sales of our platform and solutions. Further worsening, broadening or protracted extension of the economic downturn could have a negative impact on our business, revenue, results of operations and cash flows.

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Failure to comply with laws and regulations could harm our business.

We conduct our principal business operations in the United States. We are subject to regulation by various federal, state and local agencies, including, but not limited to, agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, federal securities laws and tax laws and regulations.

We are subject to the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, and possibly other anti-bribery laws, including those that comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and other international conventions. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or benefits to recipients in the public or private-sector. Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks. Our company has direct government interactions and in several cases uses third-party representatives, including dealers, for regulatory compliance, sales and other purposes in a variety of countries. These factors increase our anti-corruption risk profile. We can be held liable for the corrupt activities of our employees, representatives, contractors, partners and agents, even if we did not explicitly authorize such activity. Although we have implemented policies and procedures designed to ensure compliance with anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, partners, and agents will comply with these laws and policies.

We are also subject to data privacy and security laws, anti-money laundering laws (such as the USA PATRIOT Act), and import/export laws and regulations in the United States and in other jurisdictions.

Our business operates in a regulated industry.

Our business, operations and service providers are subject to various U.S. federal, state and local consumer protection laws, licensing regulation and other laws and regulations. Our advertising and sales practices and that of our service provider network are subject to regulation by the U.S. Federal Trade Commission, or the FTC, in addition to state consumer protection laws. The FTC and the Federal Communications Commission have issued regulations that place restrictions on, among other things, unsolicited automated telephone calls to residential and wireless telephone subscribers by means of automatic telephone dialing systems and the use of prerecorded or artificial voice messages. If our service providers were to take actions in violation of these regulations, such as telemarketing to individuals on the “Do Not Call” registry, we could be subject to fines, penalties, private actions or enforcement actions by government regulators. Although we have taken steps to insulate ourselves from any such wrongful conduct by our service providers, and to require our service providers to comply with these laws and regulations, no assurance can be given that we will not be exposed to liability as result of our service providers’ conduct. Further, to the extent that any changes in law or regulation further restrict the lead generation activity of our service providers, these restrictions could result in a material reduction in subscriber acquisition opportunities, reducing the growth prospects of our business and adversely affecting our financial condition and future cash flows. In addition, most states in which we operate have licensing laws directed specifically toward the monitored security services industry. Our business relies heavily upon cellular telephone service to communicate signals. Cellular telephone companies are currently regulated by both federal and state governments. Changes in laws or regulations could require us to change the way we operate, which could increase costs or otherwise disrupt operations. In addition, failure to comply with any such applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses, including in geographic areas where our services have substantial penetration, which could adversely affect our business and financial condition. Further, if these laws and regulations were to change or if we fail to comply with such laws and regulations as they exist today or in the future, our business, financial condition and results of operations could be materially and adversely affected.

If we fail to protect our intellectual property and proprietary rights adequately, our business could be harmed.

We believe that our proprietary technology is essential to establishing and maintaining our position in the market that we operate. We seek to protect our intellectual property through confidentiality, non-compete and nondisclosure agreements, domain names and other measures, some of which afford only limited protection. We also rely on patent, trademark, trade secret and copyright laws to protect our intellectual property. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology or to obtain and use information that we regard as proprietary. Our means of protecting our proprietary rights may not be adequate or our competitors may independently develop similar or superior technology, or design around our intellectual property. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States. Intellectual property protections may also be unavailable, limited or difficult to enforce in some countries, which could make it easier for competitors to capture market share. Our failure or inability to adequately protect our intellectual property and proprietary rights could harm our business, financial condition and results of operations.

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Risks related to Foreign Operations

If AMC is deemed to be a China-based company, it could have a significant impact on AMC’s business operations and the value of its securities.

Based on AMC’s jurisdiction of incorporation, financial makeup and business operations, AMC is not considered a China-based company. However, because it conducts certain operations in the PRC, it is possible that the PRC government could seek to deem AMC as a China-based issuer. If AMC were to be deemed to be a China-based issuer and become subject to PRC regulation and oversight, it could have a material adverse effect on its business operations and the value of its securities.

The PRC legal system is based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. As PRC legal system is evolving rapidly, the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to AMC. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, AMC may not be aware of its violation of such policies and rules until sometime after the violation. AMC cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties, including any inability to enforce AMC’s contracts, together with any development or interpretation of PRC law that is adverse to AMC, could materially and adversely affect AMC’s business and operations and limit the legal protections available and other foreign investors, including you.

In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past five decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, many of these laws, regulations and legal requirements are relatively new and still evolving and uncertainties remain as to the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing AMC’s business and the enforcement and performance of AMC’s business arrangements in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and AMC’s business may be affected if it relies on laws and regulations which are subsequently adopted or interpreted in a manner different from its current understanding of these laws and regulations. AMC cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on its business. Although AMC has taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, the PRC governmental authorities may promulgate new laws and regulations that may affect AMC’s operations. AMC cannot rule out the possibility that there might be future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. Failure to comply with such evolving laws and regulations may subject AMC to material sanctions or penalties imposed by the governmental authorities.

The PRC government may exercise certain oversight over the conduct of AMC’s business, and may influence AMC’s operations, which could result in changes in AMC’s operations. Changes in China’s economic or social conditions or government policies could have a material adverse effect on AMC, and the surviving combined business after the combination, and their business, results of operations, financial condition, and the value of AMC securities.

Since AMC conducts certain of its operation in and some of its assets are located in PRC, the PRC government may seek to influence and exert control over AMCs operations which could result in a material change in its operations and/or the value of AMC’s securities. In addition, AMC’s results of operations and financial condition may be influenced to a significant degree by the economic and social conditions in the PRC.

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The PRC government may be authorized by the laws and regulations to exercise significant control and take regulatory actions over the conduct of AMC’s business, and the regulations to which we are subject may change rapidly and with little advance notice. Like many other jurisdictions, new laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

	●	Delay or impede AMC’s development,

	●	Result in negative publicity or increase AMC’s product cost and operating costs,

	●	Require significant management time and attention, and

	●	Subject AMC to remedies, administrative penalties and even criminal liabilities that may adversely affect AMC’s business.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which AMC conducts its business and could require AMC to change certain aspects of its business to ensure compliance, which could reduce revenues, increase costs, require AMC to obtain additional licenses, permits, approvals or certificates, or subject AMC to additional liabilities. To the extent any new or more stringent measures are required to be implemented, AMC’s business, financial condition and results of operations could be adversely affected.

AMC may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required for its operation conducted in PRC.

AMC is required to obtain various approvals, permits, licenses and certificates with respect to the portion of its operations in the PRC, including, for example, planning permits, certificates for passing environmental assessments, certificates for passing fire control assessments. Generally, such approvals, licenses, permits, certificates or inspections are only issued, renewed or completed after certain conditions have been satisfied. AMC cannot assure that it will not encounter obstacles that delay it in obtaining or completing, or result in its failure to obtain or complete, the required approvals or inspections. In the event that AMC encounters significant delays in obtaining or renewing the necessary government approvals or fail to timely complete the inspection, AMC will not be able to continue its normal operations and its business, financial condition and results of operations may be adversely affected.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect AMC’s operations.

The Standing Committee of the National People’s Congress enacted the Labor Contract Law in 2008, and amended it on December 28, 2012. The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. In the event that AMC decides to terminate the labor relationships with some of its employees or otherwise change its employment or labor practices, the Labor Contract Law and its implementation rules may limit its ability to effect those changes in a desirable or cost-effective manner, which could adversely affect its business and results of operations.

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Additional Regulations under PRC Law Relating to Data Security and Confidentiality and Archives Management may subject us to additional compliance requirements in the future.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the PRC (the “State Council”) jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. The Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.

On February 24, 2023, the CSRC and several other administrations jointly released the revised Provisions on Strengthening Confidentiality and Archiving Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which came into effect on March 31, 2023. The Archives Rules apply to both overseas direct offerings and overseas indirect offerings. The Archives Rules provides that, among other things, (i) in relation to the overseas listing activities of PRC domestic enterprises, the PRC domestic enterprises are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to discharge their confidentiality and archives management responsibilities; (ii) if a PRC domestic enterprise is required to publicly disclose or provide to any securities companies or other securities service providers or overseas regulators or individuals, any materials that contain state secrets or government work secrets (where there is ambiguity or dispute on whether it is state secret or government work secret, a request shall be submitted to the competent government authority for determination), during the course of its overseas offering or listing, the PRC domestic enterprise shall apply for approval from competent authorities and file with the secrecy administrative department at the same level; and (iii) working papers produced in China by securities companies and other securities service institutions, who provide such PRC domestic enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of any such working papers to recipients outside China must be approved following the applicable PRC regulations.

Any failure or perceived failure by PRC domestic companies to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business.

On December 28, 2021, the Cyberspace Administration of China, or the CAC and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the CAC in connection with the issuance of the Revised Review Measures, an official of the CAC indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. After the receipt of all required application materials, the authorities must determine, within ten business days thereafter, whether a cybersecurity review will be initiated, and issue a written notice to the relevant applicant of its determination. If a review is initiated and the authorities conclude after such review that the listing will affect national security, the listing of the relevant applicant will be prohibited. Given the recency of the issuance of the Revised Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to its interpretation and implementation.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to critical information infrastructure operators (the “CIIOs”) that intend to purchase Internet products and services, net platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

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Additionally, the PRC Cybersecurity Law requires companies to implement certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks. Specifically, the Cybersecurity Law provides that China adopts a multi-level protection scheme (“MLPS”), under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and the conditions of their information and network systems to determine the level to which the entity’s information and network systems belong-from the lowest Level 1 to the highest Level 5 pursuant to a series of national standards on the grading and implementation of the classified protection of cybersecurity. The grading result will determine the set of security protection obligations that entities must comply with. Entities classified as Level 2 or above should report the grade to the relevant government authority for examination and approval.

On November 14, 2021, the CAC released the Regulations on Network Data Security Management (draft for public comments), which provide that if a data processor that processes personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Pending the finalization, adoption, enforcement and interpretation of these new measures and regulations, we cannot rule out the possibility that the measures and regulations may be enacted, interpreted or implemented in ways that will negatively affect us.

The PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress, or the SCNPC, on June 10, 2021 and took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals carrying out data activities. Further, the PRC Data Security Law introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

As of the date of this prospectus, AMC has not received any notice from any authorities identifying it as a critical information infrastructure operator or requiring it to go through cybersecurity review or network data security review by the CAC. AMC’s operations and listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that it is not (i) a network platform operator engaging in data processing activities that affect or may affect national security; (ii) a critical information infrastructure operator purchasing cyber products or services that affect or may affect national security; or (iii) a network platform operator with personal information data of more than one million users. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, AMC expects to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. AMC cannot guarantee, however, that it will not be subject to cybersecurity review and network data security review in the future. During such reviews, AMC may be required to suspend its operations or experience other disruptions to operations. Cybersecurity review and network data security review could also result in negative publicity with respect to AMC and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations.

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Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of AMC’s current corporate structure and operations.

Laws regulating foreign investment in PRC include Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment Law, effective from January 1, 2020, and the Regulation for Implementing the Foreign Investment Law of the People’s Republic of China, or the FIE Implementing Regulation, effective from January 1, 2020. The PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council. While AMC does not operate in an industry that is currently subject to foreign investment restrictions or prohibition in PRC, it is uncertain whether its industry will be named in an updated “negative list” to be issued in the future. If its industry is added to the “negative list” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in its industry, there could be a risk that AMC would be unable to do regular business with its suppliers in PRC. If any new laws and/or regulations on foreign investments in PRC are promulgated and implemented, such changes could have an impact on AMC’s current business and operations. In such event, despite its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in PRC, AMC may experience material changes in its operations.

There are procedural requirements for foreign regulatory bodies to conduct investigations or inspections of AMC’s operations in China.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator can directly conduct investigations or evidence collection activities within the PRC. Pursuant to the Data Security Law, no organization or individual within the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC without the approval of the competent authorities of the PRC. Accordingly, without Chinese government approval, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators which could present legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China. Furthermore, as of the date of this prospectus, there have not been implementing rules or regulations regarding the application of Article 177, and, accordingly, it cannot be concluded as to how it will be interpreted, implemented or applied by relevant government authorities. As such, there are also uncertainties as to the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.

Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region, such as the United States, which could allow such authorities to conduct investigations or evidence discovery, there is no assurance that any such mechanism will be adopted or be effective. Accordingly, there is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect AMC’s operations will be honored. If the U.S. securities regulatory agencies are unable to conduct such investigations or evidence discovery processes, there exists a risk that such regulatory agencies may determine to suspend or de-register AMC’s registration with the SEC and may also delist AMC’s securities from trading markets within the United States.

Fluctuations in the value of the Renminbi may materially adversely affect your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in economic conditions in China and by China’s foreign exchange policies. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange rate system, and the Renminbi may appreciate or depreciate significantly against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar.

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Significant revaluation of the Renminbi may materially adversely affect investors’ investment. For example, to the extent that AMC needs to convert U.S. dollars received from its business activities or financing activities in the U.S. market into Renminbi for the operations such as paying for its purchase of parts and accessories from its suppliers or its employees in China, appreciation of the Renminbi against the U.S. dollar would decrease the Renminbi amount that AMC would have received from the conversion.

The hedging options available in China may not be sufficient to reduce AMC’s exposure to exchange rate fluctuations. As of the date of this prospectus, AMC has not entered into any material hedging transactions to reduce its exposure to foreign currency exchange risk. While AMC may enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited, and AMC may not be able to adequately hedge their exposure.

General risks applicable to AMC

Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with AMC or its directors, officers, employees or stockholders.

The Charter provides that, unless AMC consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall to the fullest extent permitted by law be the sole and exclusive forum for any AMC stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of AMC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to AMC or AMC’s stockholders, (iii) any action asserting a claim against AMC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Organizational Documents, or (iv) any action asserting a claim against AMC, its directors, officers or employees governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum clause will not apply to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Furthermore, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in shares of AMC’s capital stock shall be deemed to have notice of and consented to the forum provisions in the Charter. Notwithstanding the foregoing, investors cannot waive compliance with the U.S. federal securities laws and rules and regulations promulgated thereunder.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with AMC or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, AMC may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.

Since we operate on a global basis, our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large investment in a particular asset type, a large revenue stream associated with a particular customer or industry, or a large number of customers located in a particular geographic region. A discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations.

For example, in February 2022 Russia initiated military action against Ukraine. In response, the U.S. and certain other countries imposed sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, the movement of refugees, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. In addition, in October 2023, the war between Israel and Hamas began, which has resulted in significant military activities in the region and may further escalate regional instability. The situations remain uncertain, and while it is difficult to predict the full impact of any of the foregoing, the conflicts and actions taken in response to the conflicts could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

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Anti-takeover provisions in our organizational documents could make an acquisition of AMC more difficult.

The Organizational Documents contain provisions that may delay or prevent a change of control, discourage bids at a premium over the price of the Common Stock, adversely affect the price of the Common Stock, and adversely affect the voting and other rights of our stockholders. These provisions include: (i) advance notice procedures for seeking to bring business before each annual meetings of stockholders or for nominating candidates for director, (ii) permitting the board to issue additional shares of common stock and to issue shares of preferred stock without the approval of stockholders, with such rights, preferences and privileges as they may designate; (iii) dividing the board into classes; (iv) prohibiting actions by written consent of stockholders in lieu of a meeting; and (v) prohibiting stockholders from calling a special meeting. In addition, the board may adopt a stockholder rights plan upon such terms and conditions as it deems expedient in the interests of AMC.

The rights of holders of the Common Stock may be impaired by the possible future issuance of preferred stock.

The board has the right, without approval of the holders of the Common Stock, to issue preferred stock with voting, dividend, conversion, liquidation and other rights which could adversely affect the voting power and equity interest of the holders of the Common Stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change-of-control. The possible negative impact on takeover attempts could adversely affect the price of the Common Stock. Although there is no present intention to issue any additional preferred stock, AMC may issue preferred stock in the future without further approval of the holders of the Common Stock.

We will be a controlled company under Nasdaq rules.

Entities controlled by Sean Da own approximately 77.0% of the Common Stock. Accordingly, for the foreseeable future, Mr. Da will control AMC and its corporate affairs. As a result, Mr. Da, through such entities, will have the ability to determine all matters requiring approval by stockholders, including the election of directors, amendments of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. Similarly, he will have the ability to prevent the approval of any action submitted to the stockholders by other stockholders. If Mr. Da does not provide any requisite approval or consent allowing AMC to take any such action when requested, it will not be able to engage in the related activities and, as a result, its business and its operating results may be harmed.

Due to the ownership by Mr. Da of the Common Stock, AMC will be considered a “controlled company” under the Nasdaq rules. This will allow AMC to avoid complying with certain of the Nasdaq corporate governance rules, including the rules that require the company to have a board comprised of at least 50% independent directors, to have board nominations either selected, or recommended for the board’s selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors and to have officer compensation determined, or recommended to the board for determination, either by a compensation committee comprised solely of independent directors or by a majority of the independent directors. As of the date of this prospectus, AMC has not taken advantage of any of these exemptions. If AMC determines to rely on any certain of these exemptions from the corporate governance requirements of Nasdaq in the future, investors may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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AMC is an emerging growth company within the meaning of the Securities Act, and if AMC takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies”, this could make AMC’s securities less attractive to investors and may make it more difficult to compare AMC’s performance with other public companies.

AMC is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. For as long as AMC continues to be an emerging growth company, AMC may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. AMC could be an emerging growth company for up to five years, although AMC could lose that status sooner if its revenues exceed $1.235 billion, if AMC issues more than $1 billion in non-convertible debt in a three-year period, or if it becomes a large accelerated filer, as defined under the Exchange Act. We cannot predict if investors will find AMC securities less attractive because the company relies on these exemptions. If some investors find AMC securities less attractive as a result, there may be a less active trading market for AMC securities, and the price of AMC securities may be more volatile.

It is not expected that AMC will pay dividends in the foreseeable future after the Business Combination.

It is expected that AMC will retain most, if not all, of its available funds and any future earnings to fund the development and growth of its business. As a result, it is not expected that AMC will pay any cash dividends in the foreseeable future.

The AMC Board has complete discretion as to whether to distribute dividends. Even if the AMC Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, AMC’s financial condition, contractual restrictions and other factors deemed relevant by the AMC Board.

AMC’s management team has limited experience managing a public company.

Most of the members of AMC’s management team have limited or no experience in managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws and regulations pertaining to public companies. AMC’s management team may not successfully or efficiently manage AMC’s transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from AMC’s senior management and may divert their attention away from the day-to-day management of its business, which could adversely affect AMC’s business, financial condition, and operating results.

AMC’s securities could be delisted, which could limit investors’ ability to make transactions in AMC’s securities and subject AMC to additional trading restrictions.

AMC’s Common Stock is listed on Nasdaq. If AMC fails in the future to meet the continued listing requirements and is subsequently delisted from such exchange, AMC could face significant material adverse consequences, including:

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a limited availability of market quotations for its securities;

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a limited amount of news and analyst coverage for AMC; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

AMC may be involved in legal or other proceedings arising out of their operations from time to time and may face reputational risks and significant liabilities as a result.

AMC may be involved from time to time in disputes with various parties involved in its operations, including but not limited to its suppliers, employees, logistics service providers. These disputes may lead to legal or other proceedings, including threatened proceedings, which may result in damages to its reputation, substantial costs and diversion of AMC’s resources and management’s attention.

In addition, AMC may encounter additional compliance issues in the course of operations, which may subject AMC to administrative proceedings and unfavorable results, and result in liabilities and delays relating to its production or product launch schedules. AMC cannot assure as to the outcome of such legal proceedings, and any negative outcome may materially and adversely affect its business, financial condition and results of operations.

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USE OF PROCEEDS

All shares of our Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales except that we will receive up to an aggregate of $22,400,000 from the issuance of shares of Common Stock upon exercise of warrants held by the Selling Securityholders.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of any warrants for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the warrants. There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined balance sheet is presented as of September 30, 2025 and the pro forma condensed combined statement of operations is presented for the nine months ended September 30, 2025 and the year ended December 31, 2024.

The following unaudited pro forma condensed combined financial information of AMC and AlphaVest, gives effect to the Business Combination, the PIPE Financing, and related transactions. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives pro forma effect to the Business Combination as if it was completed on September 30, 2025. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 gives effect to the Business Combination, the PIPE Financing, and related transactions as if they had occurred on January 1, 2025, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 gives effect to the Business Combination, the PIPE Financing, and related transactions as if they had occurred on January 1, 2024, the beginning of the earliest period presented.

This information should be read together with AMC’s and AlphaVest’s audited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this prospectus.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 has been prepared using the following:

	●	AMC’s unaudited condensed consolidated balance sheet as of September 30, 2025, as included elsewhere in this prospectus; and

	●	AlphaVest’s unaudited consolidated balance sheet as of September 30, 2025.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 have been prepared using the following:

	●	AMC’s unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025, as included elsewhere in this prospectus;

	●	AlphaVest’s unaudited consolidated statements of operations for the nine months ended September 30, 2025;

	●	AMC’s audited consolidated statements of operations and comprehensive loss for the year ended December 31, 2024, as included elsewhere in this prospectus; and

	●	AlphaVest’s audited statements of operations for the year ended December 31, 2024

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Company going forward. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments are based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

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Description of the Transactions

On August 16, 2024, AlphaVest entered into the Business Combination Agreement with AMC Washington and Merger Sub.

As of the Closing Date of the Business Combination, the AlphaVest Units separated into their component securities and the AlphaVest Shares and AlphaVest Rights converted into shares of Common Stock. Each AlphaVest Right that was outstanding immediately prior to the Merger converted into one-tenth of one share of Common Stock. As a result, the AlphaVest Units, AlphaVest Shares and AlphaVest Rights no longer trade.

On the Closing Date, the Company issued an aggregate of 18,000,000 shares of Common Stock to the former shareholders of AMC Washington in exchange for their equity interests.

The actual redemptions of AlphaVest Shares as of the Closing Date are as follows:

	●	an aggregate of 2,174,171 AlphaVest Shares were redeemed in connection with AlphaVest’s 2023 Extraordinary General Meeting;

	●	an aggregate of 3,151,473 AlphaVest Shares were redeemed in connection with AlphaVest’s 2024 Extraordinary General Meeting; and

	●	an aggregate of 848,354 AlphaVest Shares were redeemed in connection with AlphaVest’s 2025 Extraordinary General Meeting.

Accounting for the Transactions

The Transactions are accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AlphaVest is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on AMC Washington shareholders expecting to have a majority of the voting power of the combined company, AMC Washington comprising the ongoing operations of the combined entity, AMC Washington comprising a majority of the governing body of the combined company, and AMC Washington’s senior management comprising the senior management of the combined company.

Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of AMC Washington issuing shares for the net assets of AlphaVest, accompanied by a recapitalization. The net assets of AlphaVest will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of AMC Washington.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transaction.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 are based on the actual values as of the Closing Date. The differences that may occur between the presented value and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

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AMC Washington issued three promissory notes to AlphaVest, allowing AlphaVest to borrow up to $1,411,000 to fund expenses related to the extension of AlphaVest’s Business Combination period. Upon the closing of the Business Combination, all promissory note receivable balances recorded by AMC Washington have been eliminated against the corresponding promissory note payable balances of AlphaVest.

The pro forma combined financial information takes into account the actual redemptions of AlphaVest Shares that occurred as of the Closing Date of the Business Combination.

The pro forma Common Stock issued and outstanding immediately after the Merger are as below:

	Actual Redemptions
AlphaVest Public Shareholders ⁽¹⁾		1,416,002
AlphaVest Initial Shareholders ⁽²⁾		2,323,549
AMC Washington Shareholders		18,000,000
Shares underlying AlphaVest sponsor’s convertible notes ⁽³⁾		55,833
Financing Shares ⁽⁴⁾		800,000
Total shares outstanding (incl. shares underlying AlphaVest Rights)		22,595,384

	(1)	Includes an aggregate of 690,000 shares of Common Stock issued upon conversion of the outstanding AlphaVest Rights upon consummation of the Business Combination and 46,585 shares of Common Stock issued upon conversion of AlphaVest shares that were not redeemed by AlphaVest public shareholders.
	(2)	Includes an aggregate of 43,049 shares of Common Stock issued upon conversion of AlphaVest Private Rights upon consummation of the Business Combination, and 2,280,500 shares of Common Stock issued upon conversion of non-redeemable shares originally issued to AlphaVest’s sponsor and underwriter
	(3)	Reflects the issuance of shares of Common Stock at the Closing pursuant to AlphaVest’s sponsor and its affiliate’s promissory notes. Sponsor and its affiliate agree to convert the unpaid principal balance of the notes into a number of AlphaVest Shares at conversion price of $10.00 per share
	(4)	Represents the $8 million PIPE Financing in connection with the Business Combination

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
ASSETS
Current Assets
Cash and cash equivalents	$	3,713		$	3,015,102		$	18,929,689	(a)	$	4,022,756
								(1,842,456	)(b)
								(6,681,818	)(c)
								(3,104,165	)(d)
								(10,297,309	)(e)
								4,000,000	(g)
Accounts receivable		-			10,690			-			10,690
Accounts receivable - related party		-			958,971			-			958,971
Inventories, net		-			1,303,389			-			1,303,389
Prepaid expenses		22,175			93,750			-			115,925
Other receivable		-			77,697			(70,000	)(h)		7,705
								8	(f)
Other receivable - related party, net		-			262,091			-			262,091
Prepayment		-			17,164			5,984,550	(c)		6,001,714
Prepayment - related party		-			45,000			-			45,000
Advance to suppliers		-			31,469			-			31,469
Deferred offering cost		-			540,204			(540,204	)(b)		-
Promissory note receivable		-			1,272,419			(1,272,419	)(f)		-
Total Current Assets		25,888			7,627,946			5,105,876			12,759,710

Marketable securities held in trust account		18,929,689			-			(18,929,689	)(a)		-
Prepayment - related party		-			36,844			-			36,844
Right-of-use asset		-			113,901			-			113,901
Total Assets	$	18,955,577		$	7,778,691		$	(13,823,813	)	$	12,910,455

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable		-			913			-			913
Accrued and other liabilities		903,092			469,962			31,770	(b)		1,083,627
								425,000	(b)
								(746,197	)(d)
Other payable		70,000						(70,000	)(h)		-
Tax payable		-			6,620			-			6,620
Accrued underwriting discount		2,415,000			-			(2,415,000	)(d)		-
Other payable - related party		45,968			8,533			(45,968	)(d)		8,533
Short term bank loan		-			-			-			-
Promissory notes – related party		558,326			-			(558,326	)(f)		-
Promissory notes – third party		1,272,411						(1,272,411	)(f)		-
Warranty liabilities - current portion		-			81,625			-			81,625
Lease liability - current portion		-			56,588			-			56,588
PIPE financing fund received in advance		-			4,000,000			(4,000,000	)(g)		-
Total Current Liabilities		5,264,797			4,624,241			(8,651,132	)		1,237,906

Warranty liabilities - noncurrent		-			19,818			-			19,818
Lease liability - noncurrent		-			67,379			-			67,379
Total Liabilities	$	5,264,797		$	4,711,438		$	(8,651,132	)	$	1,325,103

Commitments and contingencies:
Ordinary shares subject to possible redemption (1,574,356 shares at $12.02 and $11.47 per share as of September 30, 2025 and December 31, 2024, respectively)		18,929,689			-			(18,929,689	)(e)		-

SHAREHOLDER’S EQUITY/(DEFICITS)
Ordinary shares, $0.0001 par value;		228			-			1,800	(i)		2,260
								73	(i)
								6	(f)
								73	(e)
								80	(g)
Ordinary shares, $0.01 par value, 10,000,000 shares authorized, 8,228,571 shares issued and outstanding as of September 30, 2025 and 8,000,000 December 31, 2024		-			82,286			(82,286	)(i)		-
Additional paid-in capital		-			5,062,413			(965,204	)(b)		13,660,537
								8,632,307	(e)
								558,320	(f)
								7,999,920	(g)
								(5,239,137	)(i)
		-			-			(2,468,495	)(i)
								82,286	(i)
								(1,800	)(i)
								(73	)(i)
Accumulated deficits		(5,239,137	)		(2,071,448	)		(1,842,456	)(b)		(2,071,447	)
								(31,770	)(b)
								(697,268	)(c)
								103,000	(d)
								5,239,137	(i)
								2,468,495	(i)
Accumulated other comprehensive loss					(5,998	)		-			(5,998	)
Total Shareholders’ Equity/(Deficits)	$	(5,238,909	)	$	3,067,253		$	13,757,008		$	11,585,352

Total Liabilities and Shareholders’ Deficits	$	18,955,577		$	7,778,691		$	(13,823,813	)	$	12,910,455

A. Derived from the unaudited consolidated balance sheets of AlphaVest as of September 30, 2025.

B. Derived from the unaudited consolidated balance sheets of AMC Washington as of September 30, 2025.

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Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustment to the unaudited condensed combined pro forma balance sheet consists of the following:

a. Represents the transfer of cash and investment held in trust account to cash

b. Reflects AlphaVest’s unrecorded transaction expenses of $1,874,226 related to the Business Combination, of which $1,842,456 was paid before and on the Closing Date and $31,770 remained unpaid as of the Closing Date and was therefore added to accrued expenses. In addition, the adjustments include the elimination of AMC Washington’s recorded and unrecorded deferred offering costs of $540,204 and $425,000, respectively.

The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP ASC 805. Under this method of accounting, AMC Washington is accounting acquirer, and as a result, qualifying transaction costs incurred by AMC Washington are treated as deferred offering costs and any balance below the net proceeds from this reverse recapitalization will be charged directly to equity. This recording complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of legal and other professional expenses incurred through the balance sheet date that are directly related to the Business Combination and that were charged to shareholders’ equity upon the completion of the Business Combination with any balance below the net proceeds from this Business Combination. Therefore, the transaction costs of $965,204 incurred by AMC Washington are recognized as deferred offering costs. These costs were deducted against additional paid-in capital upon completion of the Business Combination. In contrast, the unrecorded transaction costs of $1,874,226 incurred by AlphaVest were adjusted to the expenses on the statements of operations and accumulated deficit on the balance sheet, then reclassified from accumulated deficit to additional paid-in capital, as all of AlphaVest’s accumulated deficit has been reclassified to additional paid-in capital upon completion of the Business Combination.

c. Represents AlphaVest’s prepayment to an investment firm (“Harraden”) to purchase shares (“Recycled Shares”) from AlphaVest’s public shareholders. In accordance with the Forward Purchase Agreement (“FPA”) entered into on September 24, 2025, Harraden will return 90% of the purchased Recycled Shares one year later, either in the form of shares or cash, depending on whether Harraden has sold the Recycled Shares in the market. In October, 2025, Harraden purchased 550,000 Recycled Shares at a price of $12.27 per share. As such, 90% of the total value of the purchased Recycled Shares is recognized as a prepayment totaling $5,984,550.

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The remaining 10% of the Recycled Shares represent Committed Shares and will be retained by Harraden as compensation. Of the total $6,681,818 cash payment, $4,817 relates to legal fees and $27,500 relates to commission expenses, both of which were reimbursed by AlphaVest to Harraden. The value of the Committed Shares, together with these reimbursed transaction costs, is recognized as financing expenses totaling $697,268, which first adjusted to accumulated deficits and reclassed to additional paid-in capital.

d. Reflects payments for AlphaVest’s payables and accrued expenses before and on the Closing Date. As a result of negotiations prior to the Closing, the accrued underwriting expense was reduced by $100,000 and accrued liabilities were reduced by $3,000. Accordingly, AlphaVest’s accumulated deficit was reduced by $103,000.

e. Represents the actual redemptions of 848,354 AlphaVest Shares for cash by AlphaVest public shareholders. The adjustment reduced investments held in the trust account by $10,297,309. The remaining 726,002 AlphaVest Shares that were not redeemed were converted into Common Stock on the Closing Date, with an aggregate value of $8,632,380.

f. Reflects the issuance of Common Stock at the Closing to settle the promissory notes held by AlphaVest’s sponsor and its affiliate. AlphaVest had issued two unsecured promissory notes to related parties, each of which included a conversion feature allowing the unpaid principal balance to be converted into AlphaVest Shares at a conversion price of $10.00 per share (“Conversion Price”). These two promissory notes were both payable promptly following the consummation of the Business Combination. The Sponsor and its affiliate agreed to convert the unpaid principal balances of their respective notes into shares at the Conversion Price. Accordingly, the unpaid balances of all the promissory notes held by the Sponsor and its affiliate were converted into 55,833 shares of Common Stock.

AlphaVest also issued three unsecured promissory notes to AMC Washington totaling $1,272,419, which was eliminated in the pro forma condensed combined balance sheet as intercompany transactions.

g. Reflects the issuance of 800,000 shares of Common Stock and 2,240,000 warrant shares to investors, in the PIPE Financing, for total consideration of $8 million upon the closing of the Business Combination. Pursuant to the adjustment terms contained in the warrants, the aggregate number of shares of Common Stock issuable upon exercise of such warrants has been increased to 5,576,301 shares. Of the $8 million proceeds, $4 million had been received in advance by AMC Washington and recorded as a liability in “PIPE financing funds received in advance,” which was eliminated on the Closing Date upon the issuance of the subscribed shares of Common Stock.

h. Represents the settlement of the $70,000 fairness opinion fee that AMC Washington paid on behalf of AlphaVest. Since AMC Washington recorded other receivable and AlphaVest recorded other payable for the amount of $70,000, this balance was eliminated upon completion of the Business Combination.

i. Reflects the recapitalization of AMC Washington through the issuance of shares of Common Stock, including shares issued upon the conversion of AlphaVest Rights and shares issued to the former AMC Washington shareholders for the Merger consideration. The recapitalization also includes the elimination of AlphaVest’s historical accumulated deficit and AMC Washington’s common stock. The recapitalization results in adjustments to additional paid-in capital and common stock.

Specifically, the recapitalization includes:

	●	Elimination of AlphaVest’s historical accumulated deficit of $5,239,137
	●	Elimination of adjustments to accumulated deficit for AlphaVest’s unrecorded transaction costs of $1,874,226, Forward Purchase Agreement financing expense of $697,268, and the reversal of accrued expenses of $103,000, which in total amounted to $2,468,495.
	●	Elimination of AMC Washington common stock valued at $82,286 with a par value of $0.01
	●	Conversion of 18,000,000 shares of Common Stock issued for the merger consideration of $180,000,000, par value of $0.0001 per share
	●	Issuance of 690,000 and 43,049 AlphaVest Shares to AlphaVest’s public shareholders and initial shareholders (AlphaVest’s sponsor and underwriter), respectively, upon the conversion of their AlphaVest Rights on the Closing Date.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
Revenues	$	-		$	4,687,830		$	-		$	4,687,830
Cost of revenues		-			(2,879,816	)		-			(2,879,816	)
Gross profit		-			1,808,014			-			1,808,014

OPERATING EXPENSES
General and administrative expenses		3,163,276			1,931,788			-			5,095,064
Sales and marketing expenses		-			651,841			-			651,841
Research and development expenses		-			23,832			-			23,832
Total operating expenses		3,163,276			2,607,461			-			5,770,737

INCOME/(LOSS) FROM OPERATIONS		(3,163,276	)		(799,447	)		-			(3,962,723	)

OTHER INCOME (EXPENSES)
Other income - related party		-			1,217,586			-			1,217,586
Other income/(expense), net		-			13,552			-			13,552
Interest income		543,990			501			(543,990	)(c)		501
Interest expense		-			(24,551	)		-			(24,551	)
Total other income		543,990			1,207,088			(543,990	)		1,207,088
INCOME/(LOSS) BEFORE INCOME TAX		(2,619,286	)		407,641			(543,990	)		(2,755,635	)
Income tax		-			(8,501	)		-			(8,501	)
NET INCOME /(LOSS)		(2,619,286	)		399,140			(543,990	)		(2,764,136	)
Other comprehensive loss		-			(272	)		-			(272.00	)
TOTAL COMPREHENSIVE INCOME/(LOSS)	$	(2,619,286	)	$	398,868		$	(543,990	)	$	(2,764,408	)
Weighted average common stock outstanding, common stock subject to possible redemption		1,574,356
Basic and diluted net income per share, common stock subject to redemption	$	0.33
Weighted average common stock outstanding, common stock, non-redeemable		2,280,500
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.92	)

Basic and diluted weighted average common stock outstanding					8,082,051
Basic and diluted net loss per share, common stock				$	0.05

Basic and diluted pro forma weighted average shares outstanding								18,740,528	(d)		22,595,384
Basic and diluted pro forma net loss per share										$	(0.12	)

A. Derived from AlphaVest’s unaudited consolidated statements of operations for the nine months ended September 30, 2025.

B. Derived from AMC Washington’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
Revenues	$	-		$	10,200,957		$	-		$	10,200,957
Cost of revenues		-			(9,544,977	)		-			(9,544,977	)
Gross profit		-			655,980			-			655,980

OPERATING EXPENSES
General and administrative expenses		870,821			2,190,635			1,874,226	(a)		5,632,950
								697,268	(b)
Reversal for credit losses		-			(1,262,146	)		-			(1,262,146	)
Sales and marketing expenses		-			2,026,051			-			2,026,051
Research and development expenses		-			255,414			-			255,414
Total operating expenses		870,821			3,209,954			2,571,494			6,652,269

INCOME/(LOSS) FROM OPERATIONS		(870,821	)		(2,553,974	)		(2,571,494	)		(5,996,289	)

OTHER INCOME (EXPENSES)
Other income - related party		-			1,779,528			-			1,779,528
Other income/(expense), net		-			31,577			-			31,577
Interest income		2,674,096			675			(2,674,089	)(c)		682
Interest expense - related party		-			(18,999	)		-			(18,999	)
Interest expense		-			(7,943	)		-			(7,943	)
Unrealized loss on investments held in trust account		(92,316	)		-			92,316	(c)		-
Total other income		2,581,780			1,784,838			(2,581,773	)		1,784,845
INCOME/(LOSS) BEFORE INCOME TAX		1,710,959			(769,136	)		(5,153,267	)		(4,211,444	)
Income tax		-			(7,824	)		-			(7,824	)
NET INCOME /(LOSS)		1,710,959			(776,960	)		(5,153,267	)		(4,219,268	)
Other comprehensive loss		-			273			-			273
TOTAL COMPREHENSIVE INCOME/(LOSS)	$	1,710,959		$	(776,687	)	$	(5,153,267	)	$	(4,218,995	)
Weighted average common stock outstanding, common stock subject to possible redemption		4,622,502
Basic and diluted net income per share, common stock subject to redemption	$	0.47
Weighted average common stock outstanding, common stock, non-redeemable		2,280,500
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.21	)

Basic and diluted weighted average common stock outstanding					8,000,000
Basic and diluted net loss per share, common stock				$	(0.10	)

Basic and diluted pro forma weighted average shares outstanding								15,692,382	(d)		22,595,384
Basic and diluted pro forma net loss per share										$	(0.19	)

A. Derived from AlphaVest’s audited statements of operations for the year ended December 31, 2024.

B. Derived from AMC Washington’s audited consolidated statements of operations for the year ended December 31, 2024.

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Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The notes and pro forma adjustments to the unaudited pro forma condensed combined statements of operations consist of the following:

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

a. Represents unrecorded transaction expenses of $1,874,226 upon the consummation of the Business Combination.

b. Represents unrecorded financing expenses of $697,268 related to the Forward Purchase Agreement, under which AlphaVest prepaid Harraden to purchase the Recycled Shares from AlphaVest’s public shareholders and to return 90% of the Recycled Shares to the Company one year later either in the form of shares or cash.

c. Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account, net of unrealized losses on investments held in the Trust Account.

d. The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the initial public offering occurred as of the earliest period presented — January 1, 2025 for the nine months ended September 30, 2025, and January 1, 2024 for the year ended December 31, 2024. In addition, as the Transactions are being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Transactions for the entire period and include 800,000 shares issued in the $8 million PIPE Financing in connection with the Business Combination.

Net Loss per Share

Net loss per share was calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025 for the nine months ended September 30, 2025, and since January 1, 2024 for the year ended December 31, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes the shares issuable in connection with the Business Combination have been outstanding for the entire periods presented.

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The following unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025 and the year ended December 31, 2024 has been prepared to reflect the actual redemptions by AlphaVest public shareholders at the time of the Business Combination.

	Actual Redemptions
For the nine months ended September 30, 2025
Pro forma net loss	$	(2,764,136	)
Pro forma basic and diluted net loss per share	$	(0.12	)

For the year ended December 31, 2024
Pro forma net loss	$	(4,219,268	)
Pro forma basic and diluted net loss per share ⁽¹⁾	$	(0.19	)

Number of ordinary shares
AlphaVest Public Shareholders		1,416,002
AlphaVest Initial Shareholders		2,323,549
AMC Washington Shareholders		18,000,000
Shares underlying sponsor’s convertible notes		55,833
Financing Shares		800,000
Pro forma weighted-average shares outstanding—basic and diluted		22,595,384

(1)

The total shares outstanding used to calculate the pro forma basic and diluted net loss per share for the year ended December 31, 2024 have been updated from the amount previously disclosed in the proxy statement/prospectus to include 800,000 shares issued in the $8 million PIPE Financing in connection with the Business Combination.

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BUSINESS

Overview

AMC distributes innovative and smart security products and related solutions. AMC is also working on some next-generation products. Our goal is to build a world class advanced camera with a chip designed specifically for use in a variety of edge devices, optimized for video capture and AI analysis, enabling new proprietary AI systems to be built across a range of environments and situations.

Our goal is to make the world a safer place. Through the use of high-quality, affordable and accessible vision AI technology, we strive to help save lives, empower businesses to succeed and ultimately make the world a safer place.

AMC offers a range of products, solutions, and services designed to enhance residential and commercial security. The material smart hardware products currently being sold include smart cameras, driving recorders, action cameras and Retina K cameras. AMC also provides platform services designed to allow AMC’s hardware to be utilized by customers and enhance their overall experience with such products.

In addition to AMC’s current offerings, AMC is actively developing additional products and services such as IoT (Internet of Things), AI-based alarm systems, wearable devices and AI robots which are intended to apply to various commercial and industrial scenarios. AMC is also exploring certain aspirational products and solutions such as AI agent/robots and industrial security and monitoring solutions for scenarios such as warehouse management and logistics.

Products

As evidenced by the award-winning “YI” brand that we sell, we are seeking to be a leader in the research and development of video imaging and vision technologies for enterprise and consumer applications.

AMC’s primary products are security cameras sourced from suppliers in Asia and distributed through e-commerce platforms across the United States, Canada and Europe. AMC’s product portfolio includes cameras designed for residential homes and small businesses, such as the YI Dome Guard, Home Camera and Outdoor Camera.

AMC intends to expand its product offering in the future to include additional AI-based intelligent devices such as wearable devices including AI glasses, drones, AI robots and the related solutions for each new product.

Solutions

Our solutions are designed to make both individual and business customers’ properties safer. We plan to offer additional, enhanced solutions in the home security market and expand into various small to mid-sized business use cases.

Smart Home solution is our business to consumer (B2C) solution which is being designed for homeowners or other individual users to have a smarter and more efficient living experience. We are creating an AI-powered home security solution that can monitor and analyze activities and provide alerts as necessary. We believe there is the potential for future innovation with Home 2.0, featuring AI technology based on Microsoft’s Co-Pilot and customizable alerts based on inferenced data sets.

We also intend to offer a business to business (B2B) solution, which will be called Sapphire/Orion, which is being designed as a next generation enterprise security solution powered by edge AI cameras, for the physical security of our business customers. This product will focus on ease of use, scalability, reliability and privacy.

These additional, enhanced solutions are currently in the development stages. Prototype testing for core functionalities has been completed, and pilot programs are underway with select internal customers in the home security market. Development costs for these solutions are projected to be similar to those of AMC’s past and current development costs as AMC will leverage available outside resources and third party AI service suppliers such as Copilot and ChatGPT.

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Sales

AMC has three revenue streams: (1) product sales through e-commerce platforms, (2) revenue share from its related party, Kami, for cloud services such as video storage, image analysis, and providing alerts and intelligence detection and (3) product sales to a related party ZKCam Technology Limited (hereinafter referred to as “ZKCam”).

With respect to its product sales, AMC sells its products through Amazon across the United States, Canada, and Europe. The Amazon online stores for the respective regions operate under the entities Ants, Shanghai Xiaoyun Technology Limited (“Xiaoyun”), and Kunshan Yishijue Technology Limited (“Yishijue”). These entities have authorized AMC to utilize their Amazon accounts free of charge for a duration of five years, starting from October 21, 2021 and expiring on October 20, 2026 (hereinafter referred to as the “Authorization Agreement”).

Ants is 95% owned by Mr. Da. Until April 2022, revenues collected from Amazon customers were paid into Ants’ virtual bank account on PingPong, a cross-border payments platform. However, commencing in April 2022, AMC acquired control of the payments platform and revenues are now paid directly to AMC. Effective as of January 9, 2025, the ownership of Amazon store North America has been successfully transferred to AMC from Ants.

Yishijue has no business operations other than owning an Amazon online store in Europe. Xiaoyun was founded to provide services for patent applications and intellectual property management. There are two nominal individuals who hold shares of Yishijue and Xiaoyun on behalf of Mr. Da and Mr. Da controls the primary economic activities of Yishijue and Xiaoyun, such as the authorization or transfer of the Amazon stores to AMC.

Xiaoyun and Yishijue operate as VIEs where AMC, through contractual arrangements, holds effective control over their key activities and assumes the associated risks and benefits from the economic rewards, making AMC the primary beneficiary. AMC does not own any equity interests in the VIEs. Instead, AMC is regarded as the primary beneficiary of the VIEs for accounting purposes and consolidates the financial results of the VIEs under U.S. GAAP. In August 2024, AMC and the two VIEs entered into separate business transfer agreements. Under these agreements, Xiaoyun and Yishijue will transfer all of their ownership in the Amazon online stores to AMC, including, but not limited to, the ownership of the store, business operation rights, customer resources, operational data, technical data, brand usage rights, intellectual property rights (such as trademarks, patents, copyrights, if applicable), and other assets and rights related to the operation of the Amazon online stores in exchange for an aggregate payment of RMB30,000 for each entity. Once the stores are successfully transferred, Xiaoyun and Yishijue will no longer be VIEs and instead will be owned directly by AMC. [Ownership of these two Amazon stores are expected to be transferred within the next six months.]

With respect to our solutions, we generally enter into agreements with our service providers (who sell our solutions), such as Kami, that outline the terms of our relationship, including service provider pricing commitments, maintenance and support requirements. These contracts typically have an initial term of three years, with subsequent renewal terms.

With respect to Kami, AMC has entered into a revenue-sharing agreement pursuant to which AMC receives a percentage of revenues generated from the services provided. The revenue-share schedule is as follows:

Annual subscription periods		Percentage basis
First year during which an end user starts the cloud service subscription from Kami		30%
Second year during which an end user continues the cloud service		15% for recurring subscriptions
Third year during which an end user continues the service subscription from Kami		0%

AMC recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales. The agreement includes standard commercial terms, service obligations, and confidentiality provisions. The agreement also contains provisions for termination by either party with a notice period of 30 days. For the fiscal year ended December 31, 2024, Kami accounted for approximately 26% of AMC’s revenue and represented 10% of its accounts receivable at December 31, 2024.

AMC recognizes its revenue share from these arrangements when the service provider receives subscription payments from users acquired through AMC’s camera sales.

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Platforms

We are working on our next generation technology platforms that can deliver a unique high-performance AI-based platform to enhance security, operations and safety, and drive sales and efficiency at scale.

Our platforms will support small to mid-sized customers who subscribe to our services and the hardware partners who manufacture devices that integrate with our platforms. The capabilities associated with our platforms will include:

	●	Powerful application program interfaces, or APIs, integrating to a corporate Data Lake, which allows storage of all structured and unstructured data. Our APIs have wide compatibility to integrate with many interfaces based on various needs.
	●	Models that provide more accurate and faster reactions based on the learning of data.
	●	Reliable and efficient mobile applications supported by large language models.
	●	Reduced Friction for Customers. Provides end-to-end solutions so that customers have all of their needs and issues handled in a holistic manner.
	●	AI solutions for multiple cases such as Edge, On-premises and on cloud.
	●	High level of data accuracy which establishes confidence in decision making. Provides a more accurate and agile solution.
	●	Integrated platform that allows use of all types of hardware such as any camera, any edge infrastructure or any cloud function.

Development costs for these solutions are projected to be the similar to the development costs of AMC’s past products with investments allocated to cloud infrastructure and user interface design. [The initial version of the platform is expected to launch by mid 2025, with iterative enhancements planned thereafter.]

Technology Advantages

We believe our new products will have technology advantages that other competitors lack, including:

Dual Chip Design

By combining two or more processors together, our chip can quickly and seamlessly alternate between full-function and low-power modes, reducing power consumption and enhancing battery life. This provides a solid support for our efficient and economic solutions.

Artificial Intelligence

Artificial intelligence (AI) in AMC’s business refers to the use of machine learning, natural language processing, computer vision, and predictive analytics technologies to enhance security, improve operational efficiency, and provide actionable insights. These AI-based capabilities are integrated into AMC’s solutions to enable features such as real-time threat detection, automated response mechanisms, and intelligent data-driven decision-making. Graphic processing units are used specifically for computer vision applications in edge computing scenarios, with low latency and combined encoding and decoding capabilities, and the ability to compress video for inclusion in visual/spatial A.I. models.

AMC’s solutions are expected to leverage a combination of internally developed AI technologies and third-party AI products to achieve high performance and scalability. To complement internal efforts, AMC integrates third-party AI components for foundational technologies (e.g., natural language processing libraries, pre-trained models) to accelerate development and reduce costs.

22nm Construction

Our 22nm construction will provide an affordable design that reduces costs, controls heat, and reduces current leakage for further efficiency gains, all in a design customized for edge devices.

Edge Computing

New edge devices such as glasses and drones capture large amounts of currently unrecorded contextual video. We believe this will create multiple opportunities for AI-based systems, and similar growth in new user capabilities. We are not aware of any other company that is developing this dataset.

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Richer Interfaces

By advancing our hardware to include richer interface options, including a heads up display and multimodal AI interfaces, and by advancing our software stack and our integrations with AI systems and APIs, we will further improve user experiences.

Strategy & Positioning

We intend to maintain our market position and expand into new market opportunities by continuing to develop and deploy innovative technologies and by expanding our ecosystem of partners. Our key go-to-market strategies include:

Narrow Targeted Niche

By focusing on a targeted niche audience with clear technology needs, we seek to maintain a safe and defensible position to establish our hardware and software advantages. We believe major AI players lack the ability and/or interest in approaching this market in the way that we can.

Focus

We seek to solve only one or two core user needs within the niche using affordable hardware and scalable manufacturing. By focusing on these needs, we believe we can maximize our position in the market.

Fine-tune Solutions

We will continue to focus on building solutions that can satisfy various groups of customers. We also provide sales and marketing resources to help boost our exposures in different marketplace platforms.

Invest in Our Platforms

We are seeking to build the next generation AI-based platform. We intend to invest to add additional innovative offerings and broaden our suite of solutions and opportunities in residential and commercial markets. As the market for vision AI grows and more devices become connected, we are building technology and partnerships to connect these devices to our platforms.

Channel Expansion

In addition to the existing channels we have built, we intend to continue to develop partnerships in areas such as shopping mall management, parking lots, senior care management, building construction and other related areas.

Pursue Selective Strategic Acquisitions

We may selectively pursue future acquisitions of businesses, technologies, or products that complement our platforms or align with our overall growth strategy. Such acquisitions could expand our team and/or technology portfolio to help us add new features to our platforms, accelerate the pace of our innovation or help us access attractive markets.

Manufacturing and Sourcing

AMC does not directly manufacture any of its products. Instead, all physical products are sourced from related party suppliers. AMC works closely with these suppliers to ensure key standards such as product quality, compliance and timely delivery. With respect to digital platforms and solutions, AMC internally develops software in collaboration with various partners to meet customer requirements and market demands.

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Research and Development

We invest resources in research and development to enhance our platforms and applications, support our technology infrastructure, develop new capabilities and conduct quality assurance testing. We expect to invest in continued research and development efforts to expand the capabilities of our technology. Our research and development of new products and services is a multidisciplinary effort across our product management, program management, software engineering, device engineering, quality engineering, configuration management and network operations teams.

AMC is currently in the process of developing a next-generation IoT that can improve the connectivity of all of its hardware and provide a better experience for its customers. AMC currently believes this new product will be ready for market in the first quarter of 2026. The expected costs associated with the development of these products mainly include labor costs and purchase of materials. AMC is investing resources in various areas related to this product including overall research and development and partnerships necessary for the product and testing to ensure the successful rollout of this offering.

Foreign Operations

Historically, AMC maintained contractual arrangements with Xiaoyun and Yishijue, which enabled AMC to control and consolidate their financial results. Through authorization agreements, AMC has been able to operate the Amazon store UK and Amazon store Europe, which are owned by Xiaoyun and Yishijue respectively. As described above, AMC initiated the process via Amazon to permanently transfer ownership of Amazon store UK, Amazon store Europe and Amazon store North America to AMC. Effective as of January 9, 2025, the ownership of the Amazon store North America has been successfully transferred to AMC from Ants. Ownership of the other two stores is expected to be completed within the next six months.

Competitive Environment

The market in which we operate is fragmented, competitive and constantly evolving. We expect competition to continue from existing competitors as well as potential new market entrants in the interactive security, video monitoring and intelligent automation markets. Our current competitors include providers of other technology platforms in interactive security, including Alarm.com, Google Nest, Blink by Amazon, Avigilon, Alula, Eagle Eye Networks Inc., Eufy by Anker and Honeywell International Inc.

Many of our competitors have long operating histories, greater name recognition and large customer bases. We expect to encounter new competitors as we enter new markets as well as increased competition. In addition, there may be new technologies that are introduced that reduce demand for our solutions or make them obsolete. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties and rapidly acquire significant market share. Increased competition could also result in price reductions and loss of market share, any of which could result in lower revenue and negatively affect our ability to grow our business. We believe the principal competitive factors in the security surveillance market include the following:

	●	simplicity and ease of use;
	●	ability to offer persistent awareness, control, and intelligent automation;
	●	breadth of features and functionality provided;
	●	flexibility of the solutions and ability to personalize for the individual consumer;
	●	compatibility with a wide selection of third-party devices;
	●	pricing, affordability, and accessibility;
	●	sales reach and local installation and support capabilities; and
	●	brand awareness and reputation.

We believe we compete favorably with respect to these factors. Additionally, we believe our AI-based software platforms and edge computing solutions will help further differentiate us from competitors. Nevertheless, our competitors may have substantially greater financial, technical and other resources, greater brand recognition, larger sales and marketing budgets and broader distribution channels than we do. As a result, we may not compete effectively.

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Our Intellectual Property

We currently have several patents and trademarks in varying stages of approval. These relate to, among others, our AI-based video compression system and augmented related glasses. Our success and ability to compete effectively depend in part on our ability to protect our proprietary technology and to establish and adequately protect our intellectual property rights. To accomplish these objectives, we rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality agreements and other contractual protections.

Our Human Capital Resources

We have three full-time employees and eight long-term outsourced contractors, including six in sales and marketing, two in research and development and three in a general and administrative capacity. We also engage consultants and temporary employees from time to time. None of our employees is covered by collective bargaining agreements and we consider our relations with our employees to be good.

We believe attracting, motivating and retaining talent at all levels is critical to continue our success. By improving employee retention and engagement, we believe we are also improving our ability to support our service provider partners and protect the long-term interests of our stockholders. We invest in our employees through benefits and various health and wellness initiatives and offer competitive compensation packages, ensuring fairness in internal compensation practices.

Government Regulations

Our business, operations and service provider partners are subject to various U.S. federal, state and local consumer protection laws, licensing regulation and other laws and regulations, and to similar laws and regulations in the other countries in which we operate. Compliance with these laws, rules, and regulations has not had a material effect upon our capital expenditures, results of operations or competitive position. Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, business acquisitions, consumer protection, and taxes, could have a material impact on our business in subsequent periods.

In particular, we are subject to the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, and possibly other anti-bribery laws, including those that comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and other international conventions. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or benefits to recipients in the public or private-sector. Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks. Our company has direct government interactions and in several cases uses third-party representatives, including dealers, for regulatory compliance, sales and other purposes in a variety of countries. These factors increase our anti-corruption risk profile. We can be held liable for the corrupt activities of our employees, representatives, contractors, partners and agents, even if we did not explicitly authorize such activity.

We are also subject to certain foreign regulations based on the jurisdictions we operate in, including laws in the PRC such as the PRC Labor Contract Law.

Refer to “Risk Factors” for a discussion of the potential impacts related to the governmental regulations applicable to us.

Corporate Information

AMC was incorporated under the laws of the State of Washington on October 21, 2021. Historically, AMC maintained contractual arrangements with Xiaoyun and Yishijue through VIEs, which enabled AMC to control and consolidate their financial results. Under the VIE structure, AMC holds effective control over the VIE’s primary economic activities and assumes the associated risks and benefits from the economic rewards through contractual arrangements, making AMC the primary beneficiary for accounting purposes. Through authorization agreements, AMC has been able to operate the Amazon store UK and Amazon store Europe free of charge for a duration of 5 years, starting from October 21, 2021, which are owned by Xiaoyun and Yishijue, respectively. Through these contractual arrangements, AMC bears all risks of loss and is entitled to all benefits derived from Yishijue and Xiaoyun. Effective as of January 9, 2025, the ownership of the Amazon store North America has been successfully transferred to AMC from Ants. Ownership of the other two stores are expected to be completed within the next six months.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with AMC’s Unaudited Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2025 and 2024. In addition to historical information, the following discussion also contains forward-looking statements that include numerous risks and uncertainties, including, but not limited to, those described under “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements” for more information on such statements.

Overview

AMC distributes security cameras through e-commerce platforms across the United States, Canada, and Europe. Its product portfolio includes cameras designed for residential homes and small businesses, such as the YI dome guard, home camera, and outdoor camera.

Business Combination

AMC entered into the Business Combination Agreement with AlphaVest on August 16, 2024. In June 2025, the Company amended the Business Combination Agreement to increase the enterprise value from $175,000,000 to $180,000,000 and extended the termination date from June 30, 2025 to December 31, 2025. As a result of the transactions contemplated by the Business Combination Agreement, AlphaVest became a Delaware corporation, the shareholders of AMC became shareholders of AMC Robotics, and AMC Washington became a wholly owned subsidiary of AMC Robotics.

On the Closing Date, the parties consummated the transactions contemplated by the Business Combination Agreement. Pursuant to the Business Combination Agreement, we issued an aggregate of 18,000,000 shares of Common Stock, valued at $10.00 per share, to the former shareholders of AMC Washington in exchange for their equity interests.

PIPE Financing

In connection with the Business Combination, the Company and AlphaVest entered into the PIPE Agreements. Pursuant to the PIPE Agreements, the PIPE Investors agreed to invest an aggregate amount of $8 million in exchange for 800,000 shares of Common Stock at $10.00 per share and warrants to purchase up to 2,240,000 shares of Common Stock. The exercise price of the warrants is $10.00 per share. Pursuant to the adjustment terms contained in the warrants, the aggregate number of shares of Common Stock issuable upon exercise of such warrants has been increased to 5,576,301 shares and the per-share exercise price has been reduced to $4.017.

Key Factors Affecting Our Results of Operations

The security camera market is highly competitive, driven by advancements in technology and increasing demand for home and business security. Key factors that affect our results of operations include:

	●	Product Features: The competitive market that we operate in requires that we upgrade our products with improved features each year to maintain a competitive edge. Any delays in new product launches may result in reduced sales volume and lower product prices.

	●	Product Price: Consumers are often price-conscious, looking for affordable yet reliable solutions. We must compete by offering budget-friendly products or higher-end cameras with advanced features.

●

Advertising on E-commerce platform: We allocate a significant portion of our advertising budget to promote our products on the e-commerce platform for higher rankings. These advertising costs account for approximately 14% and 19% of product revenue for the three months ended September 30, 2025 and 2024, respectively and approximately 28% and 25% of product revenue for the nine months ended September 30, 2025 and 2024, respectively. These advertising costs are recorded as part of sales and marketing expenses.

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To date, recent inflationary pressures have not had a material impact on AMC’s business and operations. However, such pressures could increase over time.

The recent changes in tariffs on goods from China enacted by the United States government had an immaterial impact on the Company. In April 2025, an additional tariff of 125% was imposed. However, on May 12, 2025, China and the United States reached a truce agreement, reducing the additional tariff to 30%. [Subsequently, on August 11, 2025, all additional tariffs were suspended, and tariff rates returned to their original level of approximately 10%, where they have remained through the date of this prospectus.]

There is also significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. To mitigate the impact of volatile maritime freight rates and other cost fluctuations driven by changes in international trade policies, AMC has initiated the relocation of its inventory from the Amazon warehouses. As part of this initiative, AMC is collaborating with local third-party warehouse partners in the U.S. to pursue more cost-effective and operationally efficient solutions.

If AMC is unable to implement effective strategies to mitigate the effects of rising inflationary pressures, negative trade relations and/or tariffs, its business and operations could be materially and adversely affected.

Comparison of Results of Operations for the Three Months Ended September 30, 2025 and 2024

The following tables set forth summaries of our consolidated results of operations and variances for the periods presented, both in absolute amounts and as a percentage of our total operating revenue for the periods presented. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this filling. The results of operations in any period are not necessarily indicative of our future trends.

Revenues

	Three months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Revenues
Product revenue	$	285,785	$	2,415,738	$	(2,129,953	)		(88	)%
Product revenue - related party		212,992		-		212,992			N/A
Revenue share – related party		999,253		743,289		255,964			34	%
Total revenues	$	1,498,030	$	3,159,027	$	(1,660,997	)		(53	)%

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AMC recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales. The revenue-share schedule is as follows:

Annual subscription periods	Percentage basis
	Inception through June 30, 2025	From July 1, 2025 Onwards
First year during which an end user starts the cloud service subscription from Kami	30%	30%
Second year during which an end user continues the cloud service	15% for recurring subscriptions	30% for recurring subscriptions
Third year and thereafter during which an end user continues the service subscription from Kami	0%	30%

For the three months ended September 30, 2025 and 2024, AMC’s product revenue from non-related parties was $285,785 and $2,415,738, respectively. Revenue share from Kami amounted to $999,253 and $743,289 for the three months ended September 30, 2025 and 2024, respectively. Product revenue from a related party, ZKCam, amounted to $212,992 and $nil for the same periods. Total revenue for the three months ended September 30, 2025 was $1,498,030, representing a decrease of $1,660,997 compared to $3,159,027 for the three months ended September 30, 2024.

The decline was driven by a $2,129,953 decrease in product revenue, primarily attributable to the transfer of approximately 85% of inventories from Amazon FBA warehouses to third-party warehouses, which resulted in a sharp decline in Amazon platform traffic. The reduction in sales volume was also impacted by delays in launching upgraded products and increased competition in the security camera market.

Specifically, the decline in revenues resulted from the following:

—

AMC’s current products feature enhanced cloud capabilities but lack competitive advantages in camera hardware. Additionally, our pricing strategy does not align with market competitiveness. These two items limited the appeal of our products resulting in lower revenues.

—

Delays in product launches during the period which reduced AMC’s competitiveness and contributed to lower sales volume. The delays in product launches were primarily due to prolonged prototype testing, delays in obtaining certifications for overseas markets, and the additional time required for thorough software testing. The upgraded products are expected to include an enhancement in camera resolution from 1080P to 2K.

The revenue decline was partially offset by (1) higher revenue share from Kami under the amended agreement effective July 1, 2025, and (2) product sales to ZKCam to clear aged inventories. Under the amended agreement, Kami allocates 30% of subscription revenues to AMC for the first three years of new customer subscriptions. The Company does not expect additional sales to ZKCam once the aged inventories are sold.

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Cost of Revenue

	Three months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Cost of revenues
E-commerce platform expenses	$	82,322	$	662,569	$	(580,247	)		(88	)%
Product cost		305,305		2,425,408		(2,120,103	)		(87	)%
Delivery and freight cost		5,368		72,881		(67,514	)		(93	)%
Inventory impairment losses		51,933		22,006		29,927			136	%
Total cost of revenues	$	444,929	$	3,182,864	$	(2,737,935	)		(86	)%

AMC’s cost of revenues includes e-commerce platform expenses, product costs, delivery and freight costs, and inventory impairment loss. Our cost of revenues totaled $444,929 for the three months ended September 30, 2025, compared to $3,182,864 for the three months ended September 30, 2024.

The decrease in cost of revenues by approximately $2.7 million was primarily driven by a $2,120,103 reduction in product costs and a $580,247 decrease in e-commerce platform expenses both due to lower sales volume. Additional contributing factor included a $67,514 drop in delivery and freight costs resulting from reduced inventory purchases.

Gross profit/(loss)

	Three months ended
	September 30,					Variance
	2025		2024			Amount		%
	(Unaudited)		(Unaudited)
Gross profit
Product	$	53,848	$	(767,126	)	$	820,974		(107	)%
Revenue share		999,253		743,289			255,964		34	%
Total gross profit	$	1,053,101	$	(23,837	)	$	1,076,938		(4518	)%

We had a gross profit of $1,053,102 for the three months ended September 30, 2025, compared to a gross loss of $23,837 for the three months ended September 30, 2024. The increase in gross profit was primarily driven by an $820,974 increase in product gross profit, resulting from reduced product costs and new sales to ZKCam during the three months ended September 30, 2025. The increase in gross profit was also attributable to the higher revenue-share percentages from Kami beginning July 1, 2025.

Operating Expenses

	Three months ended
	September 30,					Variance
	2025		2024			Amount			%
	(Unaudited)		(Unaudited)
Operating expense
General and administrative expenses	$	330,139	$	663,277		$	(333,138	)		(50	)%
(Reversal)/provision for credit losses - related party		-		(72,470	)		72,470			(100	)%
Sales and marketing expenses		39,622		483,093			(443,471	)		(92	)%
Research and development expenses		-		33,158			(33,158	)		(100	)%
Total operating expenses	$	369,761	$	1,107,058		$	(737,298	)		(67	)%

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Operating expenses decreased to $369,761 for the three months ended September 30, 2025, compared to $1,107,058 for the three months ended September 30, 2024. The decrease in operating expenses is due to the following reasons:

●

Sales and marketing expenses

The decrease of $443,471 in sales and marketing expenses was driven by reduced e-commerce platform advertising and promotional activities after approximately 85% of inventories were transferred out of Amazon FBA warehouses during the three months ended September 30, 2025, compared with the same period in 2024. In addition, delays in launching upgraded products further contributed to the decline in sales and marketing expenses, as AMC typically increases advertising efforts when new products are introduced to the market.

●

Research and development expenses

Research and development expenses decreased by $33,158 for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to reduced labor costs and delays in the development of upgraded products. These delays in product launch were driven by prolonged prototype testing, delays in obtaining certifications for overseas sales, and additional time required for comprehensive software testing. As there were no new products launched in 2025, research and development expenses were $nil for the three months ended September 30, 2025.

●

General and administrative expenses

We experienced a decrease of $333,138 in general and administrative expenses for the three months ended September 30, 2025, compared to the same period in 2024. This decrease was primarily attributable to a $272,879 reduction in professional fees for accounting, tax consulting, and audit services for the Business Combination, a $38,413 decrease in payroll expenses resulting from the resignation of one employee, a $26,963 decrease in related-party consulting fees, and a $25,605 decrease in storage fees resulting from the transfer of approximately 85% of inventories out of Amazon FBA warehouses during the three months ended September 30, 2025.

The table below presents the fluctuations in general and administrative expenses for the three months ended September 30, 2025 and 2024.

	Three months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Professional fees	$	64,952	$	337,831	$	(272,879	)		(81	)%
Payroll expenses		59,282		97,695		(38,413	)		(39	)%
Consulting fee - related party		63,904		90,867		(26,963	)		(30	)%
Travel and entertainment		14,179		89		14,090			15831	%
Storage fees		81,281		106,886		(25,605	)		(24	)%
Insurance expense		24,214		16,905		7,309			43	%
Sales tax		4,564		9,021		(4,457	)		(49	)%
Other general and administrative expenses		17,763		3,984		13,780			346	%
Total general and administrative expenses	$	330,139	$	663,277	$	(333,138	)		(50	)%

Other Income/(Expenses)

	Three months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Other income/(expense)
Other income - related party	$	-	$	392,578	$	(392,578	)		(100	)%
Other income, net		24,230		35,653		(11,424	)		(32	)%
Interest income		53		200		(148	)		(74	)%
Interest expense		33		-		33			N/A
Total other income/(expense)	$	24,316	$	428,431	$	(404,115	)		(94	)%

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Other income – related party consists of subsidy income from Kami to support AMC’s marketing campaigns via the e-commerce platforms. We recorded other income – related party of $nil for the three months ended September 30, 2025, compared to $392,578 for the same period in 2024. The $392,578 decrease was primarily attributable to a reduction in subsidy income from Kami, as the revenue-share percentages from Kami increased beginning July 1, 2025.

Other income, net of other expenses, decreased from $35,653 for the three months ended September 30, 2024 to $24,230 for the three months ended September 30, 2025, primarily due to decreased foreign exchange gain.

We recorded an interest income of 53 for the three months ended September 30, 2025, compared to $200 for the three months ended September 30, 2024, from bank interest.

We recorded interest expense of $33 for the three months ended September 30, 2025, compared to $nil for the three months ended September 30, 2024.

Net Income/(Loss)

Three months ended

September 30,

Variance

2025

2024

Amount

Net income/(loss)

705,229

(705,897

)

1,411,126

(200

We earned a net income in the amount of $705,229 for the three months ended September 30, 2025, as compared with a net loss of 705,897 for the three months ended September 30, 2024. The increase in net income of $1,411,126 was primarily attributable to the Company turning a gross loss for the three months ended September 30, 2024, into a gross profit for the same period in 2025, combined with lower operating expenses resulting from decreased sales and marketing expenses and general and administrative expenses.

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Revenues

	Nine months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Revenues
Product revenue	$	2,256,901	$	5,903,804	$	(3,646,903	)		(62	)%
Product revenue - related party		359,781		-		359,781			N/A
Revenue share – related party		2,071,148		2,106,668		(35,520	)		(2	)%
Total revenues	$	4,687,830	$	8,010,472	$	(3,322,642	)		(43	)%

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AMC has three primary revenue streams: (1) product sales through e-commerce platforms, (2) revenue share from its related party, Kami, for cloud services such as video storage, image analysis, and providing alerts and intelligence detection, and (3) product sales to a related party ZKCam.

AMC recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales. The revenue-share schedule is as follows:

Annual subscription periods	Percentage basis
	Inception through June 30, 2025	From July 1, 2025 Onwards
First year during which an end user starts the cloud service subscription from Kami	30%	30%
Second year during which an end user continues the cloud service	15% for recurring subscriptions	30% for recurring subscriptions
Third year and thereafter during which an end user continues the service subscription from Kami	0%	30%

For the nine months ended September 30, 2025 and 2024, AMC’s product revenue from non-related parties was $2,256,901 and $5,903,804, respectively. The revenue share from Kami amounted to $2,071,148 and $2,106,668 for the nine months ended September 30, 2025 and 2024, respectively. Product revenue from related parties, ZKCam and Kami, amounted to $359,781 and $nil for the same periods. The total revenue reported for the nine months ended September 30, 2025 was $4,687,830, decreased by $3,322,642 from $8,010,472 for the nine months ended September 30, 2024.

The decline was driven by a $3,646,903 decrease in product revenue, primarily attributable to the transfer of approximately 85% of inventories from Amazon FBA warehouses to third-party warehouses, which resulted in a sharp decline in Amazon platform traffic. The reduction in sales volume was also impacted by delays in launching upgraded products and increased competition in the security camera market.

Specifically, the decline in revenues resulted from the following:

—

The revenue decline was partially offset by product sales to ZKCam to clear aged inventories. The Company does not expect additional sales to ZKCam once the aged inventories are sold.

Cost of Revenue

	Nine months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Cost of revenues
E-commerce platform expenses	$	651,339	$	1,594,637	$	(943,297	)		(59	)%
Product cost		2,051,567		4,799,054		(2,747,487	)		(57	)%
Delivery and freight cost		38,904		160,898		(121,995	)		(76	)%
Inventory impairment losses		138,006		946,477		(808,471	)		(85	)%
Total cost of revenues	$	2,879,816	$	7,501,066	$	(4,621,250	)		(62	)%

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AMC’s cost of revenues includes e-commerce platform expenses, product costs, delivery and freight costs, and inventory impairment loss. Our cost of revenues totaled $2,879,816 for the nine months ended September 30, 2025, compared to $7,501,066 for the nine months ended September 30, 2024.

The decrease in cost of revenues by approximately $4.6 million was primarily driven by a $2,747,487 reduction in product costs and a $943,297 decrease in e-commerce platform expenses. Both reductions were attributable to significantly lower sales volume on Amazon, resulting from the absence of new product launches in 2025 and the transfer of approximately 85% of inventories from Amazon FBA warehouses to third-party warehouses, which resulted in a sharp decline in Amazon platform traffic. Additional contributing factors included an $808,471 reduction in inventory impairment losses, as the significant price discounts that led to inventory impairment for the nine months ended September 30, 2024 were not repeated for the nine months ended September 30, 2025, as well as a $121,995 decrease in delivery and freight costs due to reduced inventory purchases.

Gross profit/(loss)

	Nine months ended
	September 30,						Variance
	2025			2024			Amount			%
	(Unaudited)			(Unaudited)
Gross profit
Product	$	(263,134	)	$	(1,597,262	)	$	1,334,128			(84	)%
Revenue share		2,071,148			2,106,668			(35,520	)		(2	)%
Total gross profit	$	1,808,014		$	509,406		$	1,298,608			255	%

We had a gross profit of $1,808,014 for the nine months ended September 30, 2025, compared to a gross profit of $509,406 for the nine months ended September 30, 2024. The increase in gross profit was primarily driven by a $1,334,128 decrease in product gross loss, resulting from reduced product costs and new sales to ZKCam during the nine months ended September 30, 2025.

Operating Expenses

	Nine months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Operating expense
General and administrative expenses	$	1,931,788	$	1,540,053	$	391,735			25	%
Provision for credit losses - related party		-		279,712		(279,712	)		(100	)%
Sales and marketing expenses		651,841		1,527,953		(876,112	)		(57	)%
Research and development expenses		23,832		196,299		(172,467	)		(88	)%
Total operating expenses	$	2,607,461	$	3,544,017	$	(936,556	)		(26	)%

Operating expenses decreased to $2,607,461 for the nine months ended September 30, 2025, compared to $3,544,017 for the nine months ended September 30, 2024. The decrease in operating expenses is due to the following reasons:

●

Provision for credit losses – related party

Provision for credit losses – related party decreased by $279,712 for the nine months ended September 30, 2025, compared with the same period in 2024. For the nine months ended September 30, 2024, the Company recorded a provision for credit losses of $279,712 against receivables due from Ants. The receivable was fully repaid in April 2025, resulting in no provision for credit losses for the three months ended September 30, 2025.

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●

Sales and marketing expenses

The decrease of $876,112 in sales and marketing expenses was driven by less e-commerce platform advertising and promotional activities during the nine months ended September 30, 2025 compared with the same period in 2024. AMC typically incurs advertising expenses when upgraded products are introduced to the market. However, due to a delay in launching upgraded products, advertising and promotional activities decreased.

●

Research and development expenses

Research and development expenses decreased by $172,466 during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to reduced labor costs and delays in the development process for upgraded products. The delays in product launches stem from prolonged prototype testing, delays in obtaining certifications for overseas sales, and the additional time required for thorough software testing.

●

General and administrative expenses

The decrease in operating expenses was partially offset by an increase in general and administrative expenses of $391,735 for the nine months ended September 30, 2025, compared to the same period in 2024. This increase was primarily attributable to a $407,002 increase in professional fees for accounting, tax consulting, and audit services resulting from the Business Combination, a $63,565 increase in travel expenses, and a $37,403 increase in insurance expenses, partially offset by an $87,967 decrease in storage fees due to the transfer of approximately 85% of inventories out of Amazon FBA warehouses and a $60,097 decrease in related-party consulting fees with Ants and Kami.

The table below presents the fluctuations in general and administrative expenses for the nine months ended September 30, 2025 and 2024.

	Nine months ended
	September 30,				Variance
	2025		2024		Amount			%
	(Unaudited)		(Unaudited)
Professional fees	$	930,096	$	523,094	$	407,002			78	%
Payroll expenses		263,989		250,812		13,178			5	%
Consulting fee - related party		243,385		303,483		(60,097	)		(20	)%
Travel and entertainment		64,223		658		63,565			9660	%
Storage fees		276,749		364,716		(87,967	)		(24	)%
Insurance expense		74,115		36,712		37,403			102	%
Sales tax		26,463		51,336		(24,874	)		(48	)%
Other general and administrative expenses		52,768		9,242		43,525			471	%
Total general and administrative expenses	$	1,931,788	$	1,540,053	$	391,735			25	%

Other Income/(Expenses)

	Nine months ended
	September 30,						Variance
	2025			2024			Amount			%
	(Unaudited)			(Unaudited)
Other income/(expense)
Other income - related party	$	1,217,586		$	1,021,815		$	195,771			19	%
Other income/(expense), net		13,552			35,382			(21,830	)		(62	%)
Interest income		501			201			300			149	%
Interest expense - related party		-			(18,999	)		18,999			(100	%)
Interest expense		(24,551	)		-			(24,551	)		N/A
Total other income/(expense)	$	1,207,088		$	1,038,399		$	168,689			16	%

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Other income – related party consists of subsidy income from Kami to support AMC’s marketing campaigns via the e-commerce platforms. We recorded other income – related party of $1,217,586 for the nine months ended September 30, 2025, compared to $1,021,815 for the same period in 2024. The increase was primarily due to higher subsidy income from Kami, provided to incentivize AMC to increase sales volume and boost subscriptions to Kami’s cloud service.

Other income, net of other expenses, decreased from $35,382 for the nine months ended September 30, 2024 to $13,552 for the nine months ended September 30, 2025 due to decreased foreign exchange gain.

We recorded an interest income of $501 for the nine months ended September 30, 2025, compared to $201 for the nine months ended September 30, 2024, from bank interest.

We recorded interest expense – related party of $nil for the nine months ended September 30, 2025, compared to $18,999 for the nine months ended September 30, 2024. The interest expense – related party was related to the revolving loan agreement with Ants. The decrease in interest expense is due to the revolving loan paid off during the second quarter of 2024.

We recorded interest expense of $24,551 for the nine months ended September 30, 2025, compared to $nil for the nine months ended September 30, 2024. The interest expense was related to a loan of RMB 6 million from the Hongkong and Shanghai Banking Corporation Bank (HSBC) with a six-month term and an interest rate of 8%. In April, 2025, Xiaoyun repaid the RMB 6 million loan in full to HSBC, including accrued interest, using payments received from AMC.

Net Income/(Loss)

Nine months ended

September 30,

Variance

2025

2024

Amount

Net income/(loss)

399,140

(2,003,706

)

2,402,846

(120

We earned a net income in the amount of $399,140 for the nine months ended September 30, 2025, as compared with a net loss of 2,003,706 for the nine months ended September 30, 2024. The increased net income of $2,402,846 was primarily due to increased gross profit, a decline in sales and marketing expense, increased subsidy income from Kami, and $nil provision for credit losses.

Liquidity and Capital Resources

	Nine months ended
	September 30,						Variance
	2025			2024			Amount			%
Net cash provided by operating activities	$	(4,943,423	)	$	1,847,727		$	(6,791,149	)		(368	)%
Net cash used in investing activities	$	(578,108	)	$	(488,203	)	$	(89,905	)		18	%
Net cash used in by financing activities	$	8,178,018		$	(887,462	)	$	9,065,480			(1022	)%

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Operating activities used $4,943,423 in cash for the nine months ended September 30, 2025, as compared with $1,847,727 provided in cash for the nine months ended September 30, 2024. Our operating cash outflow of $4,943,423 for the nine months ended September 30, 2025, was primarily attributable to (1) a decrease in inventory of $2,252,487, resulting from reduced purchases as existing inventory was sufficient given the decline in sales, (2) a decrease in other receivables – related party of $1,697,751, as Ants fully repaid its balance in April 2025, and (3) a net income of $399,140. These impacts were partially offset by a decrease in accounts payable – related party of $8,543,243 resulting from repayments to the related party supplier, Senslab. In comparison, for the nine months ended September 30, 2024, the operating cash inflow of $1,847,727 was primarily due to (1) an increase in accounts payable - related party of $2,170,392, resulting from the extension of payment terms with the supplier Senslab from 60 days to 180 days, (2) a decrease in other receivable – related party of $544,195, (3) a decrease in inventories of $603,947, and (4) a decrease in due from shareholder of $366,609. These impacts were partially offset by a net loss of $2,003,706, an increase in accounts receivable of $56,499 and an increase in other receivable of $70,000.

Investing activities used $578,108 for the nine months ended September 30, 2025, compared to $488,203 for the nine months ended September 30, 2024. The investing cash outflow for the nine months ended September 30, 2025 was due to the issuance of promissory note receivable totaling $593,970, offset by the repayment of note receivable – shareholder for $15,862. The investing cash outflow for the nine months ended September 30, 2024 was due to the issuance of shareholder loans totaling $532,203, the repayment of note receivable – shareholder for $500,000, and issuance of promissory note receivable totaling $456,000.

Financing activities provided $8,178,018 for the nine months ended September 30, 2025, compared to $887,462 used for the nine months ended September 30, 2024. The financing cash inflow for the nine months ended September 30, 2025 was due to repayment of short-term loan for $821,982 offset by capital contribution from Kami for $9,000,000. Financing cash outflow for the nine months ended September 30, 2024, resulted from a capital contribution of $80,000 from the shareholder and proceeds of $1,353,700 from related-party loans, offset by repayments of $2,171,162 on these loans and deferred offering costs of $150,000.

Related Party Transactions

During the nine months ended September 30, 2025 and 2024, related party transactions had the following impact on income/(loss) before income tax, as shown in the table below. Positive balances indicate an increase in pre-tax income (loss), while negative balances indicate a decrease.

Related Party Transactions	Impact on pre-tax loss
Income Statement	Three months ended						Nine months ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue share – related party (Kami)	$	999,253		$	743,289		$	2,071,148		$	2,106,668
Product revenue -related party (Kami)		-			-			359,781			-
Product revenue -related party (ZKCam)		212,992			-			-			-
Product cost -related party (Senslab)		(305,306	)		(2,425,408	)		(2,051,567	)		(4,799,054	)
(Provision)/reversal for credit losses (Ants)		-			72,470			-			(279,712	)
General and administrative expenses - Consulting fee-related party (Kami)		(48,904	)		(75,867	)		(198,385	)		(258,483	)
General and administrative expenses - Shareholder’s business travel expense (Sean)		(14,179	)		-			(39,979	)		-
General and administrative expenses - Financial consulting fee (Ants)		(15,000	)		(15,000	)		(45,000	)		(45,000	)
Other income - Marketing incentive subsidy income (Kami)		-			392,578			1,217,586			1,021,815
Interest expense (Ants)		-			-			-			(18,999	)
Total impact on pre-tax income/(loss)	$	828,856		$	(1,307,938	)	$	1,313,584		$	(2,272,765	)
% of pre-tax income/(loss)		117	%		186	%		322	%		114	%

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Commitments and Contingencies

Operating Lease

The Company leased an office in New York City under a non-cancellable 39-month lease agreement that expires in 2027. For additional information, see Note 13, Lease, in the unaudited condensed consolidated financial statements as of September 30, 2025.

Finder Fees

On June 28, 2024, the Company engaged Revere Securities, LLC (hereinafter referred to as “Revere”) to act as (1) its merger and acquisition advisor (M&A Advisor) in connection with the Business Combination and (2) its financial advisor (Financing Advisor) on any private investment in the Company consisting of equity, debt, and/or equity-linked securities (hereinafter referred to as “Series Financing”). The Company paid Revere a retainer fee of $25,000 and, upon consummation of the Business Combination, paid Revere a remaining fee of $425,000 in cash.

Off Balance Sheet Arrangements

During the nine months ended September 30, 2025 and 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Estimates

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for credit losses, valuation of inventory, and estimated replacement rates to calculate warranty liabilities and warranty expenses. Management bases its estimates on historical experience and various other reasonable assumptions, which serve as the foundation for making judgments about the carrying values of assets and liabilities.

Our significant accounting policies and estimates are set forth in Note 2 to the consolidated financial statements appearing elsewhere in this Form 8-K.

Recently Issued Accounting Pronouncements

For a discussion of our new or recently adopted accounting pronouncements, see Note 2, Recent issued accounting pronouncements, to our consolidated financial statements included elsewhere in this Form 8-K.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements and notes thereto included elsewhere in this Form 8-K.

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Internal Control Over Financial Reporting

The material weaknesses that have been identified for AMC are as follows:

	(1)	Lack of Experienced Accounting Team — AMC lacks qualified in-house accounting staff and resources with adequate knowledge of U.S. GAAP. A third-party consulting firm has been engaged to prepare financial statements and footnote disclosures in accordance with U.S. GAAP.

	(2)	Lack of Duty Segregations — The Company separates the duties at certain areas, but there is only one person responsible for various functions of the Company, including processing payments and Human Resource functions. All other individuals involved in these processes are engaged through independent contractor roles.

	(3)	Lack of sufficient inventory management process and control system — AMC does not have a sufficient inventory management process or control system.

	(4)	Lack of proper approval for related party transactions — AMC lacks a formal approval process for related party transactions.

However, we cannot assure that we will remediate our material weaknesses in a timely manner, or at all. See “Risk Factors”. If we fail to implement and maintain effective internal controls to remediate the material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the price of our securities may be materially adversely affected.

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MANAGEMENT

Board of Directors and Executive Officers

The following persons are the members of our board of directors and our executive officers as of the date of this prospectus:

Name	Age	Position
*Executive Officers*
Shengwei (Sean) Da	56	Chief Executive Officer, Chairman and Director
Min Ma	45	VP, Finance

*Directors*
Hongfei Zhang	61	Director
Dahe (Taylor) Zhang	47	Director
Yong (David) Yan	52	Director

Shengwei (Sean) Da

Shengwei Da has served as Chairman and Chief Executive Officer of AMC Robotics effective as of the Closing Date. Mr. Da is the founder of AMC and the “YI” brand and has served as its Chairman of the Board of Directors since its formation in October 2021. Prior to founding AMC, he founded Kami, a provider of AI-based care services for seniors both at home and at assisted living facilities, in 2019, where he also served as Executive Chairman. From April 2014 to January 2021, Mr. Da served as Chairman and Chief Executive Officer at YI Technology, Inc., a provider of internet protocol cameras. Additional experience includes serving as Engineering Director at Intersil from December 2009 to August 2011, Chief Technology Officer at Rock Semiconductor from 2005 to December 2009, and Staff Design Engineer at Analog Device in the Power Management Group from 2002 to 2005. Early in Mr. Da’s career, he held the role of Member of Technical Staff in the High Speed Data Converter Group at Maxim Integrated Products from June 2000 to May 2002. Mr. Da holds a Ph.D. in Electrical Engineering from the University of California, Davis and a BSEE from Tsinghua University in China.

Min Ma

Min Ma has served as VP, Finance, of AMC Robotics effective as of the Closing Date. Mr. Ma has been VP, Finance, of AMC since March 2024. He is a seasoned executive with over 20 years of experience at the intersection of venture capital, finance, and technology. He brings a track record of strategic investment, operational leadership, and innovation across high-growth technology sectors. Most recently, from January 2019 to October 2023, Mr. Ma served as Chief Financial Officer and a member of the founding team at Chowbus, a technology-driven SaaS company revolutionizing restaurant services. Prior to that, from January 2018 to December 2018, he served as Executive Director at Fosun International, where he led investments in early-stage technology companies, helping to identify and scale transformative startups. Prior to Fosun, he held the position of Vice President at Fidelity Investments, focusing on private equity investments in the technology domain, where he drove capital deployment strategies and portfolio value creation. Mr. Ma holds an MBA from the Kellogg School of Management at Northwestern University.

Hongfei Zhang

Hongfei Zhang has served as a member of the board of directors since the Closing Date. Mr. Zhang has experience in several sectors including quantitative finance and securities. Mr. Zhang has served as Managing Partner at KIG Capital Advisors, a financial services and direct investment firm focusing on US-China cross border opportunities, since 2011. While at KIG, Mr. Zhang has been overseeing private equity and venture capital investments in technology, biotech, and consumer sectors, with interests in ESG, crypto, and Web3. From 2001 to 2011, he was Chief Risk Officer at Dexia Financial Products, managing risk, derivatives, and asset/liability functions. Previously, he held roles as Vice President at Deutsche Bank focused on risk analytics, and Director of Investment at Nationwide, where he developed early insurance hedging strategies. Mr. Zhang received a BS in Applied Mathematics from Tsinghua University and doctorate in Mathematics from Delft University of Technology.

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Dahe (Taylor) Zhang

Dahe (Taylor) Zhang has served as a member of the board of directors since the Closing Date. Mr. Zhang has served as managing director at Ascendant Global Advisor, Inc since 2018. He has also served as Chief Financial Officer of Cayson Acquisition Corp, a blank check company (Nasdaq: CAPN), since May 2024. He previously served as Chief Financial Officer and Executive Director of TenX Keane Acquisition, a blank check company (Nasdaq: TENK), from March 2021 to August 2024 when the company successfully consummated its initial business combination with Citius Oncology Inc (Nasdaq: CTOR), a platform to develop and commercialize novel targeted oncology therapies. In December 2025, Citius Oncology launched LYMPHIR, approved by the FDA for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. From May 2009 to December 2021, Mr. Zhang served as Chief Financial Officer and executive director of XD Plastics Company Limited (“XD”), where he oversaw XD’s major financial and capital market matters, including exchange listing, direct equity financing from international prominent institutional investors and a global bond offering. During his tenure at XD, its revenue grew at CAGR of 56% and exceeded US$1 billion in six years after its listing. From May 2008 to March 2009, Mr. Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc. Mr. Zhang received a bachelor’s degree in mechanical and electronic engineering from Beijing Technology and Business University and an M.B.A. from University of Florida.

Dr. Yong (David) Yan

Yong (David) Yan has served as a member of the board of directors since the Closing Date. Mr. Yan, AlphaVest’s Chief Executive Officer until closing of the Buiness Combination, has been a partner at the Shanghai-based V-Stone Capital since January 2014, where he oversees fund raising and private equity investments in FinTech, BlockChain, Big Data, Healthcare and other areas. Prior to joining V-Stone Capital, Dr. Yan was the General Manager and CIO of Hubei Hongtai Industrial Investment Fund, a private equity fund of funds. Previously, Dr. Yan was a Managing Director of Fosun Group, one of the largest private conglomerates in China, where he was in charge of investments in the financial sectors, such as online financial platform, securitization and fin-tech, as well as building an in-house P2P platform. Prior to joining the Fosun Group, Dr. Yan was the General Manager of New Product Development at Lufax, one of the world’s largest fintech companies, owned by PingAn Group. Prior to moving to China in early 2014, Dr. Yan worked on Wall Street for almost 15 years, including 10 years at Credit Suisse, as the head of research of the global structured product market. Dr. Yan also worked at other financial firms such as Merrill Lynch. Dr. Yan is the ex-President of TCFA (The Chinese Finance Association) in New York. He is also a Vice President of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing. Mr. Yan received a Ph.D. in Finance from the University of Alabama and is a CFA charter holder.

Controlled Company Exemption

AMC Robotics Corp S-1/A