What changed in this filing

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Item 1. Business

2026-04-20 compared with 2025-04-14 · 311 added, 437 removed, 3 unchanged (100% of the section changed)

this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,”

and “our” refer to AlphaVest Acquisition Corp.

Acquisition Corp is a blank check company incorporated on January 14, 2022, as a Cayman Islands exempted company for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses

(a “Business Combination”).

We may pursue an acquisition or a business combination with a target in any business or industry

that can benefit from the expertise and capabilities of our management team.

Our efforts in identifying prospective target businesses

will not be limited to a particular geographic region, although we intend to primarily focus on businesses in Asia.

We have generated

no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

February 7, 2022, our AlphaVest Holding, LP (our “Sponsor”) acquired 1,725,000 Ordinary Shares (the “Founders Shares”)

for an aggregate purchase price of $25,000, which represented 20% of our issued and outstanding shares after our initial public offering

(as defined below).

On April 18, 2023, the Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited.

also issued an aggregate of 125,000 Founder Shares to EarlyBirdCapital, Inc.

(the “EBC Founder Shares”) on July 11, 2022

for an aggregate purchase price of $1,750.

The EBC Founder Shares were deemed to be underwriters’ compensation by FINRA pursuant

to Rule 5110 of the FINRA Manual.

The EBC Founder Shares cannot be sold, transferred or assigned (except to the same permitted transferees

as the Founder Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Founder

Shares must agree to, each as described herein) until the consummation of an initial business combination.

of the year ended December 31, 2024, the Company had not yet commenced any operations.

All activity for the year ended December 31, 2024

relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”)

and identifying a target for a Business Combination.

The Company will not generate any operating revenues until after the completion

of its Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the

proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on December 19, 2022 (the “Registration

On December 22, 2022 the Company consummated the Initial Public Offering of 6,000,000 units (the “Units”

and, with respect to the shares of Ordinary Shares included in the Units sold, the “Public Shares”), at $10.00 per Unit,

generating gross proceeds of $60,000,000.

Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary

Shares”) and one right (the “Rights”), with each Right entitling the holder thereof to receive one-tenth of one Ordinary

Additionally, on December 29, 2022, the underwriters fully exercised the over-allotment option and the closing of the issuance

and sale of the additional Units.

The total aggregate issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted

in total gross proceeds of $9,000,000.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of private sale of 365,000 units (the “Private

Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, and 25,000 Private Placement Units to

EarlyBirdCapital, Inc.

(“EBC”) generating gross proceeds to the Company of $3,900,000.

In connection with the underwriter’s

exercise of their over-allotment option, on December 29, 2022, the Company sold 7,904 Private Placement Units to the Sponsor, at a purchase

price of $10.00 per Private Purchase Unit, and an additional 2,596 Private Placement Units to EBC, at a purchase price of $10.00 per

Private Purchase Unit, generating additional gross proceeds to the Company of $405,000.

the proceeds the Company received from the Initial Public Offering and the sale of the Private Placement Units, $ 70,380,000

($10.20 per public share) was initially deposited into a U.S.-based trust account at Bank of America with American Stock Transfer

& Trust Company, acting as trustee, with approximately $550,000 being used to pay fees and expenses in connection with the closing

of the Initial Public Offering, including underwriting commissions, and an estimated $650,000 being available for working capital following

the Initial Public Offering.

Except with respect to interest earned on the funds held in the trust account that may be released to the

Company to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement Units that are

deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial

business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended

and restated articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our

initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24

months from the closing of our Initial Public Offering (or up to 33 months, if we extend the time to complete a business combination)

or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c)

the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of our Initial

Public Offering (or up to 33 months, if we extend the time to complete a business combination), subject to applicable law.

August 11, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with AV

Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of AlphaVest (“Merger Sub”), and Wanshun

Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

Pursuant to the terms of the Business

Combination Agreement, a business combination between the Company and Wanshun will be effected through the merger of Merger Sub with

and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company.

The Board has unanimously (i) approved

and declared advisable the Business Combination Agreement and the related transactions and (ii) resolved to recommend the approval and

adoption of the Business Combination Agreement and the related transactions to the shareholders of the Company.

an extraordinary general meeting of shareholders held on December 21, 2023 (the “Meeting”), the Company adopted the Company’s

Second Amended and Restated Memorandum and Articles of Association (the “Second Amended and Restated Memorandum and Articles of

Association”) reflecting the extension of the date by which the Company must consummate a business combination from December 22,

2023 (the “Termination Date”) up to ten (10) times, the first extension comprised of three months, and the subsequent nine

(9) extensions comprised of one month each (each an “Extension”) up to December 22, 2024 (i.e., for a period of time ending

up to 24 months after the consummation of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming

a business combination has not occurred).

The Company also entered into an amendment (the “Trust Agreement Amendment”) to

the Investment Management Trust Agreement, dated as of December 19, 2022, with Continental Stock Transfer & Trust Company (as amended,

the “Trust Agreement”).

Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete

a business combination from the Termination Date up to ten (10) times, with the first extension comprised of three months, and the subsequent

nine (9) extensions comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024 by providing

five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust

Account $55,000 for each monthly extension (the “Extension Payment”) until December 22, 2024 (assuming a business combination

has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

connection with the shareholders’ vote at the Meeting, holders of 2,174,171 Ordinary Shares of the Company exercised their right

to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately

$ 23,282,935.83 (approximately $10.71 per share) was removed from the Trust Account to pay such holders and approximately $50,608,334.49

remains in the Trust Account.

Following the Redemption, the Company has 7,006,329 Ordinary Shares outstanding.

December 21, 2023, the Company exercised its first extension by depositing $165,000 into the Trust Account to extend the deadline to

complete the business combination from December 22, 2023 to March 22, 2024.

Also on December 21, 2023, the Company entered into a non-interest

bearing promissory note with the Sponsor for $165,000, which was used to fund the first extension.

The Company subsequently exercised

the remaining nine one-month extensions by depositing $55,000 per one-month extension into the Trust Account, extending the deadline

to complete the business combination to December 22, 2024.

December 18, 2024, the Company held a special meeting, at which time the Company adopted an Amendment to the Second Amended and Restated

Memorandum and Articles of Association, as amended, reflecting (i) the extension of the date by which the Company must consummate a business

combination from the Termination Date up to nine (9) Extensions comprised of one month each up to September 22, 2025 (i.e., for a period

of time ending up to 33 months after the consummation of its initial public offering for a total of nine (9) months after the Termination

Date (assuming a business combination has not occurred) and (ii) the deletion of the limitation that the Company shall not redeem public

shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.

As of the date of this filing, an aggregate of $880,000 was deposited into

trust account to extend the business combination period to April 22, 2025.

our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

Management Team

more information on the experience and background of our management team, see the section entitled “Management.”

will seek to capitalize on the strength of our management team.

Our team consists of experienced financial services, accounting, and

legal professionals, and senior operating executives of companies operating in multiple jurisdictions.

Collectively, our officers and

directors have decades of experience in mergers and acquisitions and in operating companies.

We believe that their prior accomplishments

and current activities will be critical in identifying attractive acquisition opportunities, and that, in turn, the businesses that we

identify will be able to benefit from accessing the U.S.

capital markets and the expertise and network of our management team.

there is no assurance that we will complete an initial business combination.

is no restriction on the geographic location of the targets that we can pursue, although we intend to initially focus on target businesses

In particular, we intend to focus our search for an initial business combination target on private companies in Asia that have

compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking

access to the U.S.

public capital markets.

an emerging market, Asia has experienced remarkable growth.

The Asian economy has experienced sustained expansion in recent years.

believe that Asia is entering a new era of economic growth, which we expect will result in attractive initial business combination opportunities

We believe the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption

by the middle class, structural economic and policy reforms and demographic changes, particularly in China.

management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing

of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.

We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines

should we see justification to do so.

Management Team that Can Create Significant Value for Target Business .

We will seek to identify companies with strong and experienced

management teams that will complement the operating and investment abilities of our management team.

We believe we can provide a

platform for the existing management team to leverage the experience of our management team.

We also believe that the operating expertise

of our management team is well suited to complement many potential targets’ management teams.

and Earnings Growth Potential .

We will seek to acquire one or more businesses that have the potential for significant revenue

and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction

and synergistic follow-on acquisitions resulting in increased operating leverage.

for Strong Free Cash Flow Generation .

We will seek to acquire one or more businesses that have the potential to generate strong,

stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital

and capital expenditure requirements.

We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

from Being a Public Company .

We intend to only acquire a business or businesses that will benefit from being publicly traded

and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly

traded company.

criteria do not intend to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based,

to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our Sponsor and management

team may deem relevant.

Business Combination

will have up to 24 months from the closing of our Initial Public Offering to consummate an initial business combination.

we anticipate that we may not be able to consummate our initial business combination within 24 months, we may, by resolution of our Board

of Directors and if requested by our Sponsor, extend the period of time we will have to consummate an initial business combination up

to nine times, each by an additional one month (for a total of up to 33 months from the closing of our Initial Public Offering), provided

that, pursuant to the terms of our Second Amended and Restated Memorandum and Articles of Association, as amended, and the Trust Agreement,

entered into between us and Continental Stock Transfer & Trust Company on December 19, 2022, as amended on December 21, 2023, in

order for the time available for us to consummate our initial business combination to be extended, our Sponsor or their affiliates or

designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $55,000 for each

month in an extension, on or prior to the date of the applicable deadline.

Our public shareholders will not be entitled to vote or redeem

their shares in connection with any such extension.

In the event that our Sponsor elects to extend the time to complete an initial business

combination, pay the additional amounts per each extension, and deposit the applicable amount of money into trust, our Sponsor will receive

a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are

unable to close an initial business combination unless there are funds available outside the trust account to do so.

In the event that

we receive notice from our Sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to issue

a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press

release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our Sponsor and its affiliates

or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than

10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account,

including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our

taxes, and then seek to dissolve and liquidate.

However, we may not be able to distribute such amounts as a result of claims of creditors

which may take priority over the claims of our public shareholders.

In the event of our dissolution and liquidation, the Private Placement

Units will expire and be worthless.

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least

80% of the assets held in the trust account (excluding income interest earned on the Trust Account and released to us to pay taxes) at

the time of the agreement to enter into the initial business combination.

If our board is not able to independently determine the fair

market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

net proceeds of our Initial Public Offering and the sale of the Private Placement Units released to us from the trust account upon the

closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete

our initial business combination.

If our initial business combination is paid for using equity or debt securities, or not all of the

funds released from the trust account are used for payment of the consideration in connection with our initial business combination or

used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing

for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment

of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies

or for working capital.

addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be

used following the closing for general corporate purposes as described above.

There is no limitation on our ability to raise funds through

the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business

combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our

Initial Public Offering.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously

with the completion of our initial business combination.

We have granted EBC a right of first refusal under certain circumstances for

a period commencing from the consummation of our Initial Public Offering until the consummation of our initial business combination (or

the liquidation of the trust account in the event that we fail to consummate our initial business combination within the prescribed time

period) to act as book running manager, placement agent and/or arranger for all financings where we seek to raise equity, equity-linked,

debt or mezzanine financings relating to or in connection with an initial business combination.

We are otherwise not a party to any arrangement

or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

of our Initial Shareholders are required to provide any financing to us in connection with or after our initial business combination.

We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction

costs in connection with our search for and completion of our initial business combination.

Acquisition Process

intend to utilize the expertise of our managements’ respective platforms to evaluate potential targets’ strengths, weaknesses,

and to identify the relative risk and return profile of any potential target for our initial business combination.

of our officers and directors presently has contractual obligations to other entities, and any of them in the future may have additional

fiduciary or contractual obligations to other entities including other special purpose acquisition companies, or “SPACs”

pursuant to which such officer or director is or will be required to present an initial business combination opportunity.

if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an entity to which

he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

Second Amended and Restated Memorandum and Articles of Association, as amended, provides that we renounce our interest in any corporate

opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity

as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and

would otherwise be reasonable for us to pursue.

officers have agreed that they will not become an officer or director of any other special purpose acquisition company that has publicly

filed a registration statement for its initial public offering unless and until we enter into a definitive agreement regarding our initial

business combination or we have failed to complete our initial business combination within 24 months from the closing of our Initial

Public Offering (or up to 33 months, if we extend the time to complete an initial business combination).

identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from

other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged

buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive

experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess

greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available

to us for our initial business combination and may not be viewed favorably by certain target businesses.

This may place us at a competitive

disadvantage in successfully negotiating an initial business combination.

currently maintain our executive offices at 205 W.

37th Street, New York, NY 10018.

The cost for our use of this space is included in

the $10,000 per month fee we will pay to our Sponsor for office space, utilities and secretarial and administrative services.

our current office space adequate for our current operations.

currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.

Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as

much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the current stage of the business combination process.

Reporting and Financial Information

Units, Ordinary Shares and Rights are registered under the Exchange Act and have reporting obligations, including the requirement that

we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports

will contain financial statements audited and reported on by our independent registered public auditors.

will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials

or proxy solicitation materials sent to shareholders to assist them in assessing the target business.

These financial statements may

be required to be prepared in accordance with, or be reconciled to, U.S.

GAAP or IFRS, depending on the circumstances and the historical

financial statements may be required to be audited in accordance with PCAOB standards.

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time

for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within

the prescribed time frame.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation

will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

filed a Registration Statement on Form 8-A with the SEC on December 16, 2022 to voluntarily register our securities under Section 12

of the Exchange Act.

As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.

We have no current

intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation

of our initial business combination.

mission is to make the world a safer place through the use of high-quality, affordable and accessible vision AI technology.

currently sells smart hardware products designed for residential and commercial use, including smart cameras, driving recorders, action

cameras and Retina K cameras.

As of the date of this report, AMC’s operations are primarily focused on the sale of hardware products,

and it does not currently provide integrated security products or subscription-based services directly to end users.

addition to its current product offerings, AMC is in the early stages of developing additional hardware products and technology capabilities,

including IoT-enabled devices, AI-based features, wearable devices and AI robotics.

These initiatives are intended to support potential

future applications across commercial and industrial use cases;

however, such products and capabilities remain under development and

have not yet been commercialized.

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.

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.

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.

intends to expand its product offering in the future to include additional AI-based intelligent devices such as wearable devices, including

AI glasses, drones and AI robots, as well as related functionality and features for these products.

has two primary revenue streams:

(1) product sales, including sales through e-commerce platforms and to related parties, and (2) revenue

sharing arrangements with its related party, Kami, related to cloud-based services and intelligent information services, including video

storage, image analysis and alert and detection functionalities.

respect to its product sales, AMC historically sold its products through Amazon across the United States, Canada, and Europe.

online stores for the respective regions operated under the entities Ants, Shanghai Xiaoyun Technology Limited (“Xiaoyun”),

and Kunshan Yishijue Technology Limited (“Yishijue”).

These entities 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”).

is 95% owned by Mr.

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.

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 controls the primary economic activities of Yishijue and Xiaoyun, such as the authorization or transfer of the Amazon stores to

Historically,

Xiaoyun and Yishijue operated as variable interest entities (“VIEs”) and assumed the associated risks and rewards,

making AMC the primary beneficiary.

AMC did not own any equity interests in the VIEs.

Instead, AMC was regarded as the primary

beneficiary of the VIEs for accounting purposes and consolidated the financial results of the VIEs under U.S.

In August 2024,

AMC and the two VIEs entered into separate business transfer agreements.

Under these agreements, Xiaoyun and Yishijue agreed to

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 were successfully transferred to AMC,

Xiaoyun and Yishijue would no longer be VIEs.

However, in December 2025, AMC determined

that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue.

does not currently generate revenue from directly providing software solutions or subscription-based services.

Instead, the Company earns

revenue through (i) product sales and (ii) revenue-sharing arrangements with related-party service providers, including Kami, which provide

cloud-based services such as video storage and related functionality to end users.

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:

subscription periods

year during which an end user starts the cloud service subscription from Kami

year during which an end user continues the cloud service

year and thereafter during which an end user continues the service subscription from Kami

recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales.

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 years ended December 31, 2025 and 2024,

Kami accounted for approximately 48% and 27% of AMC’s revenue, respectively, and represented 78 % and 68% of its accounts

receivable at December 31, 2025 and 2024, respectively.

recognizes revenue from its revenue-sharing arrangements when the underlying service provider earns and collects consideration from

end users or third-party platforms associated with the Company’s products.

For cloud-based subscription services, revenue is

recognized when the service provider receives subscription payments from users referred by the Company.

For intelligent information

service arrangements, revenue is recognized when Kami generates monetization revenue from third-party platforms and

reports the Company’s contractual share.

Company is in the early stages of developing next-generation technology platforms intended to enhance the functionality of its hardware

These platforms are expected to incorporate AI-based capabilities, including data processing, application interfaces and improved

user interaction features.

However, these platforms are still under development and are not currently commercially available.

Company is evaluating certain technologies that may differentiate its products from competing solutions, including:

Chip Design – A multi-processor architecture designed to enable switching between

performance and low-power modes, which may improve power efficiency and battery life.

Intelligence Capabilities – The use of machine learning, natural language processing,

computer vision, and predictive analytics to support functionalities such as monitoring,

automation, and data analysis.

These capabilities are expected to be supported primarily

by third-party technologies.

● Third-Party

AI Integration – The integration of external AI components, such as pre-trained

models and software libraries, to support system functionality and scalability.

Semiconductor Design – A chip design based on a 22nm process that may provide cost

efficiencies, improve thermal performance, and reduced current leakage.

Computing (Under Evaluation) – The Company is assessing technologies that enable

data processing at or near the device level to potentially reduce latency;

however, no active

development initiatives are currently in place.

and System Enhancements – The Company is evaluating improvements in hardware and

software interfaces, including compatibility with external systems and applications, to enhance

& Positioning

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:

Targeted Niche

The Company focuses on a targeted niche market characterized by specific application requirements, which allows it

to tailor its hardware and software solutions to those use cases.

By concentrating on defined customer segments and limited functionality,

the Company seeks to differentiate its offerings through customization, cost efficiency, and integration with third-party technologies.

Larger technology providers may prioritize broader, mass-market applications, and as a result may not focus on specialized use cases targeted

by the Company.

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.

in Our Platforms

Company is evaluating the development of software functionality intended to enhance the performance and usability of its hardware products,

including features related to video processing, data management and user interface improvements.

At this time, the Company does not operate

a standalone platform and any such capabilities remain in the early stages of assessment and development.

Company may invest in expanding product features and related technology capabilities for its camera products in residential and commercial

As vision AI technologies continue to evolve and more devices become connected, the Company intends to explore opportunities

to integrate its products with third-party systems and applications;

however, these initiatives are preliminary and there can be no assurance

as to their timing or successful implementation.

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.

Selective Strategic Acquisitions

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

does not directly manufacture any of its products.

Instead, all physical products are sourced from related party suppliers.

closely with these suppliers to ensure key standards such as product quality, compliance and timely delivery.

does not currently develop software or technology features internally.

Any software functionality associated with its products is provided

by third-party partners or service providers.

and Development

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

is evaluating research and development initiatives primarily focused on robotics-related technologies and enhancements to its hardware

These efforts are at an early stage and are intended to support potential future product development and innovation.

Company’s research and development activities are limited in scope and primarily consist of evaluating design concepts, engaging

with third-party partners and assessing potential technologies.

The Company has not yet committed to a definitive development timeline

or commercialization plan, and there can be no assurance as to the timing or successful implementation of these initiatives.

date, AMC’s business is mainly located in the United States.

However, it sells products in the United Kingdom and certain European

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 historically benefited from its partnerships with Xiaoyun

and Yishijue, which are headquartered and operated in China.

However, in December 2025, AMC determined that, based on limited transaction

volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing

the stores from Xiaoyun and Yishijue.

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

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.

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 products 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.

the principal competitive factors in the security surveillance market include the following:

and ease of use;

to offer persistent awareness, control, and intelligent automation;

of features and functionality provided;

● flexibility

of the products and ability to personalize for the individual consumer;

● compatibility

with a wide selection of third-party devices;

affordability, and accessibility;

reach and local installation and support capabilities;

awareness and reputation.

believe we compete favorably with respect to these factors.

Additionally, we believe our AI-based software platforms and edge computing

products 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

As a result, we may not compete effectively.

Intellectual Property

Company has filed certain patent and trademark applications related to its technology and branding, which are in various stages of review

and approval, and there can be no assurance that any such applications will be granted.

The Company’s ability to compete depends

in part on its ability to protect its proprietary technology and intellectual property rights, and it relies on a combination of patent,

trademark, copyright and trade secret laws, as well as license agreements, confidentiality agreements and other contractual protections.

Human Capital Resources

Company has a limited number of full-time employees and engages outsourced contractors to support its operations, including sales and

marketing and general and administrative functions.

The Company also engages consultants and temporary personnel from time to time.

of the Company’s employees is covered by collective bargaining agreements, and management considers its relationships with its

personnel to be good.

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.

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.

with these laws, rules, and regulations has not had a material effect upon our capital expenditures, results of operations or competitive

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.

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

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.

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.

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.

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.

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

Robotics Corporation (formerly known as AlphaVest Acquisition Corp) was incorporated in the Cayman Islands on January 14, 2022.

AMC Washington

was incorporated under the laws of the State of Washington on October 21, 2021.

On December 9, 2025, the parties consummated the

Business Combination, including the Domestication of the Company whereby the Company became a Delaware corporation.

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 held effective control over the VIE’s primary economic activities and assumed the associated risks and benefits from the economic

rewards through contractual arrangements, making AMC the primary beneficiary for accounting purposes.

Through authorization agreements,

AMC was 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 bore all risks of loss and was

entitled to all benefits derived from Yishijue and Xiaoyun.

2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own

or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue.

of Being an Emerging Growth Company and Smaller Reporting Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

1 unchanged sentence

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, reduced disclosure obligations regarding executive compensation in our 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.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that are held by non-affiliates equals

or exceeds $700,000,000 as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-

convertible debt during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares

held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues

equaled or exceeded $100 million during such completed fiscal year or the market value of our Ordinary Shares held by non-affiliates

equals or exceeds $700,000,000 as of the end of that year’s second fiscal quarter.

is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team

in their capacity as such.

Factors Summary

are a newly incorporated company that has conducted no operations and has generated no revenues.

Until we complete our initial business

combination, we will have no operations and will generate no operating revenues.

In making your decision whether to invest in our securities,

you should take into account not only the background of our management team, but also the special risks we face as a blank check company.

we may initiate a business combination with target company operating in China, you may be subject to additional risk factors.

These include

significant regulatory, liquidity, and enforcement risks.

For example, we face risks arising from the legal system in China, including

risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance

In addition, the Chinese government may intervene or influence our operations at any time or exert more control over offerings

conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or

the value of our Ordinary Shares.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted

overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue

to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

For a detailed description

of the risks relating to acquiring and operating a target business in China, see Please see “Risks Related to Our Possible Business

Combination in China” and “Risks Related to Acquiring and Operating a Business Outside of the United States” for more

should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this Form 10-K.

risks include, but are not limited to:

Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete

our initial business combination even though a majority of our public shareholders do not support such a combination.

we seek shareholder approval of our initial business combination, our Initial Shareholders have agreed to vote their Founder Shares

and private shares in favor of such initial business combination, regardless of how our public shareholders vote.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of

your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to

complete the most desirable initial business combination or optimize our capital structure.

requirement that we complete our initial business combination within 24 months from the closing of our IPO (or up to 33 months, if

we extend the time to complete an initial business combination) may give potential target businesses leverage over us in negotiating

an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets

as we approach our dissolution deadline.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations

except for the purpose of winding up.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Ordinary Shares, you will lose the

ability to redeem all such shares in excess of 15% of our Ordinary Shares.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us

to complete our initial business combination and our Rights will expire worthless.

may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we

may enter into our initial business combination with a target that does not meet such criteria and guidelines.

we are not limited to a particular industry, sector, or any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

ability to complete a business combination may be impacted by the fact that our Sponsor’s major shareholder, Pengfei Zheng,

is a non-U.S.

person, and a majority of our officers and directors are located in, or have significant ties to, China.

This may make

us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and

making it harder for us to complete an initial business combination with a non-China-based target company.

For example, we may not

be able to complete an initial business combination with a U.S.

target company since such initial business combination may be subject

foreign investment regulations and review by a U.S.

government entity, such as the Committee on Foreign Investment in the

United States (CFIUS), or ultimately prohibited.

Related to Our Securities

may issue additional Ordinary Shares or preference shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination, which would dilute the interest of our shareholders and likely present

grant of registration rights to our Initial Shareholders may make it more difficult to complete our initial business combination,

and the future exercise of such rights may adversely affect the market price of our Ordinary Shares.

Related to Our Management

officers and directors may allocate their time to other businesses and may become officers or directors of any other special purpose

acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs

and whether to present potential target to us instead of to our competitors.

This conflict of interest could have a negative impact

on our ability to complete our initial business combination.

Initial Shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage

of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could

make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Business Combination Risks

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications, or abilities necessary to

profitably operate such business.

may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established

record of revenue or earnings.

Related to Acquiring and Operating a Business Outside of the United States

Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.

Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

We may face additional and distinctive risks if we acquire a business in certain industries, such as technology.

If we effect our initial business combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

PRC regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws.

existing or future U.S.

laws and regulations may restrict or eliminate our ability to complete an initial business combination with

certain companies, particularly those target companies in China.

we effect an initial business combination with a company located outside of the United States, the laws applicable to such company

will likely govern all of our material agreements and we may not be able to enforce our legal rights.

in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly with little advance notice

and could have a significant impact upon our ability to operate profitably in the PRC.

Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities

in ways that we cannot expect when we enter into a definitive agreement with a target company with major operation in China which

could result in a material change in our operations of the combined company and/or the value of our securities, and could significantly

limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities

to significantly decline or become worthless.

If the Chinese government establishes some new policies, regulations, rules, or laws

affecting the industries that our post-combination entity is in, it may materially and adversely affect our operations and the value

of our Ordinary Shares.

government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based

light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on

a foreign exchange, some internet and technology companies may not be willing to list on a U.S.

exchange or enter into a definitive

business combination agreement with us.

Further, we may also have to avoid an initial business combination with a company with more

than one million users’ personal information in China due to the limited timeline for us to complete a business combination.

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 stockholder approval of any golden parachute payments not previously approved.

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.

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.

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.

Price, Ticker Symbols and Dividend Information

Price and Ticker Symbols

Common Stock is currently listed on Nasdaq under the symbol “AMCI.” On April 10, 2026, the closing price of our Common Stock

of April 20, 2026, there were 22,595,363 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.

have not paid any cash dividends on our capital 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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business