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Item 9A. Controls and Procedures

2026-04-20 compared with 2025-04-14 · 784 added, 1474 removed, 22 unchanged (99% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial Officer,

evaluated, as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e)

and Rule 15d-15(e).

Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures

were effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed by us in reports filed

or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and

forms of the Exchange Act and is accumulated and communicated to management, including the President and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosures.

believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives

of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud or error, if any, within a company have been detected.

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial

Our internal control over financial reporting is a process designed under the supervision of our President and our Chief Financial

Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

generally accepted

accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

management, including our President and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal

control over financial reporting as of December 31, 2024, based on the framework established in Internal Control - Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the criteria described

above, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures as of December 31, 2025, as required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange

Act of 1934, as amended.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports

that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms and that such information is accumulated and communicated to management, including our Principal Executive

Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures

were not effective as of December 31, 2025 because of the material weaknesses in internal control over financial reporting described

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of,

our Principal Executive Officer and Principal Financial Officer and effected by our board of directors, management and other personnel

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S.

assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 because

material weaknesses existed.

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

of Experienced Accounting Team — AMC lacks qualified in-house accounting staff

and resources with adequate knowledge of U.S.

A third-party consulting firm has been

engaged to prepare financial statements and footnote disclosures in accordance with U.S.

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.

of sufficient inventory management process and control system — AMC does not have

a sufficient inventory management process or control system.

of proper approval for related party transactions — AMC lacks a formal approval

process for related party transactions.

also disclosed that, as a private company, it did not have an internal audit function, which contributed to the overall assessment of

its control environment.

material weaknesses could result in misstatements of account balances or disclosures that would not be prevented or detected on a timely

Accordingly, management concluded that the Company did not maintain effective internal control over financial reporting as of

December 31, 2025.

have begun to take, and intend to continue taking, steps to remediate the material weaknesses described above.

Our remediation efforts

include strengthening our finance and accounting function, enhancing review and approval procedures, formalizing policies and procedures,

and improving the design and documentation of controls over financial reporting and related party transactions.

However, the material

weaknesses cannot be considered remediated until the applicable controls have been designed, implemented, operated for a sufficient period

of time, and management has concluded, through testing, that such controls are operating effectively.

This remediation process will require

additional time and expense.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

for the remediation efforts described above, there were no changes in our internal control over financial reporting during the quarter

ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Report of the Registered Public Accounting Firm

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

reporting because we are an emerging growth company and a smaller reporting company, and therefore are exempt from the requirement to

include such report.

Other Information

During the quarter ended December

31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in

Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule

10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K;

and (ii) there was no information that was required to

be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

and Executive Officers

current directors and executive officers are as follows:

of the Board of Directors

Executive Officer and Director

Financial Officer

Zheng , our Chairman of the Board of Directors, is an experienced executive in the finance industry with significant experience

in capital raising and project management.

Zheng has been serving as the Chairman of Peace Capital Limited, a company principally

engaged in private equity investment and asset management, since November 2021.

Zheng is the founder and President of Shenzhen Guoxing

Capital, a company that specializes in investments and management, since June 2015.

Zheng received his bachelor’s degree in

Computer Science and Technology from Xiangtan University, China in 2009.

Zheng was selected to serve on the Board of Directors due

to his public company and capital raising experience.

(David) Yan , our Chief Executive Officer, 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.

Directors, Executive Officers and Corporate Governance

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

Shengwei (Sean) Da

Chief Executive Officer, Chairman

Hongfei Zhang

Dahe (Taylor) Zhang

Yong (David) Yan

Da has served as Chairman and Chief Executive Officer of AMC Robotics effective as of the Closing Date.

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.

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.

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.

Da holds a Ph.D.

in Electrical

Engineering from the University of California, Davis and a BSEE from Tsinghua University in China.

Ma has served as VP, Finance, of AMC Robotics effective as of the Closing Date.

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.

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.

Ma holds an MBA from the Kellogg School of Management

at Northwestern University.

Zhang has served as a member of the board of directors since the Closing Date.

Zhang has experience in several sectors including

quantitative finance and securities.

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.

Zhang received a BS in Applied Mathematics from Tsinghua University and doctorate in Mathematics from

Delft University of Technology.

(Taylor) Zhang

(Taylor) Zhang has served as a member of the board of directors since the Closing Date.

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

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.

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,

Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc.

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.

Yong (David) Yan

(David) Yan has served as a member of the board of directors since the Closing Date.

Yan, AlphaVest’s Chief Executive Officer

until closing of the Business 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,

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.

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.

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.

Yan also worked at other

financial firms such as Merrill Lynch.

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.

Yan also worked at other financial

firms such as Merrill Lynch.

Yan is the ex-President of TCFA (The Chinese Finance Association) in New York.

a Vice President of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing.

Yan holds a Ph.D.

from the University of Alabama and is a CFA charter holder.

Yan was selected to serve on the Board of Directors due to his fund raising

and private equity experience.

(Steve) Jing , our Chief Financial Officer, is a seasoned international finance and management executive.

He has in-depth knowledge

of global capital markets and broad management experience in capital markets operation, finance management, investment, and acquisitions

across multiple cultures.

From 2019 to 2021, Mr.

Jing served as Chief Financial Officer of Guolian Securities, a mid-sized securities

From 2016 to 2018, Mr.

Jing served as Deputy Chief Financial Officer of China Renaissance, a leading boutique Chinese investment

From 2011 to 2016, Mr.

Jing served as Executive Director of Finance, Business Development, and Investment of CITIC Securities.

From 2006 to 2010, Mr.

Jing served as Vice President of Global Principal Investment (Hedge Fund Investment Unit) of Merrill Lynch &

Co., Inc., where he managed the firm’s hedge fund investment portfolio and analyzed hedge fund performance and operations.

2002 to 2006, he served as Vice President of Strategy, Planning, and Business Development of Merrill Lynch & Co., where he was responsible

for strategic analysis, financial forecasting, and business solutions.

Jing has a B.S.

in Economics and Finance from Pennsylvania

State University and an M.B.A.

in Finance and Accounting from the William E.

Simon Graduate School of Business Administration of the

University of Rochester.

Wang , our director, is an experienced professional with over ten years of experience in accounting and auditing.

Since January

Wang has served as the Partner at Zhongshenzhonghuan Accounting Firm (Shenzhen Branch), which is one of the top ten accounting

firms in China.

From 2016 to 2020, Mr.

Wang served as Partner at the Gongzhengtianye Accounting Firm (Shenzhen Branch), where Mr.

oversaw the auditing of multiple leading domestic companies in China, including China Gas Holding (00384.HK), China Nepstar, a large

drugstore retail chain in China, and Shenzhen Qiwu Interactive Technology Co.

Ltd., one of the top unicorn companies in China.

received a degree from Jiamusi University in China.

Wang is a CICPA charter holder.

Wang was selected to serve on the Board of

Directors due to his accounting and auditing experience.

(Helen) Wei , our director, has served as Professor of Practice at the Shanghai Advanced Institute of Finance (SAIF) of Shanghai

Jiaotong University, and as Assistant Director of the Shanghai Advanced Institute for Financial Research since July 2021.

serves as a director of AlphaTime Acquisition Corp, a similarly structured blank check company that has filed for an initial public offering.

Before SAIF, Dr.

Wei served in many senior roles in domestic and global financial institutions, including Senior Partner of Kunyuan Asset

Management from January 2018 to November 2020, Managing Director of Alternative Investment at Citic Securities International from 2013

to 2016, Director of the Global Market at Deutsche Bank from 2010 to 2012, Director of Institutional Investment Group at Citigroup from

2008 to 2010 and Officer & Managing Director of the NYSE Group from 2004 to 2008.

In addition to her industry work, Dr.

served as an adjunct professor at Tsinghua PBCSF since 2018.

Before industry practice, Dr.

Wei had been an assistant professor of finance

at Iowa State University, the first senior financial advisor for the Shanghai Stock Exchange and the senior advisor for the Tel Aviv

Stock Exchange.

Wei received her Ph.D.

in finance from the University of Utah and MS and BS from Tsinghua University Beijing.

Wei was selected to serve on the Board of Directors due to her experience in domestic and financial institutions.

Luo, our director, has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014, and the president

of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006.

Since 2021, he has also

been the president of PNE Limited Partner LLC and Luo & Long General Partner LLC, which are special purpose vehicles that were established

for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company.

He has also served as Chief Executive Officer

of Bowen Acquisition Corporation, a blank check company, since March 2023.

From 2011 to 2016, he served as managing partner of Faith

Asset Management LLC, a global investment firm focused on the clean energy sector.

From 2000 to 2006, he worked for Oracle as a Principal

Before 2000, he worked as a senior information system professional in various Fortune 500 companies including China Resources

Group and Liz Claiborne.

Luo also served as an executive for many non-profit organizations such as Chairman of the Tsinghua Alumni

Association in New York and President of New Jersey Chinese Computer Professionals Society.

Luo is a member of Tsinghua Entrepreneur

& Elite Club.

He has invested in many cleantech/fintech companies over the last 10 years.

Luo received degrees in Applied Mathematics

and Computer Science from Tsinghua University, a Computer Science Masters degree from New Jersey Institute of Technology and a masters

degree in Computational Mathematics from Tsinghua University.

and Terms of Office of Officers and Directors

currently have four directors.

Our board of directors is divided into three classes with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year

The term of office of the first class of directors, consisting of Li (Helen) Wei and Jiangang Luo, will expire at our first annual

meeting of shareholders.

The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the second

annual meeting of shareholders.

The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang, will expire

at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our initial

business combination.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our Second Amended and Restated Memorandum

and Articles of Association, as amended, as it deems appropriate.

Our Second Amended and Restated Memorandum and Articles of Association,

as amended, provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President,

a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by

the board of directors.

listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

An “independent

director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual

having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise

of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that each of Shu Wang,

Li (Helen) Wei and Jiangang Luo are “independent directors” as defined in the NASDAQ listing standards and applicable SEC

We are utilizing the phase-in exception provided by NASDAQ and will add a third independent director within the phase-in period

as required by NASDAQ.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

and Director Compensation

of our officers or directors has received any cash compensation for services rendered to us.

Other than as described elsewhere in this

Form 10-K, no compensation of any kind, including finder’s and consulting fees, will be paid to our Initial Shareholders or any

of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination,

although we may consider cash or other compensation to officers or advisors we may hire subsequent to our Initial Public Offering to

be paid either prior to or in connection with our initial business combination.

In addition, our officers, directors, or any of their

respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as

identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review

on a quarterly basis all payments that were made to our Initial Shareholders or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in

the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the

directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to

be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee

constituted solely by independent directors or by a majority of the independent directors on our board of directors.

a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management

team of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers

will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

He is also a Vice President

of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing.

Yan received a Ph.D.

in Finance from the University

of Alabama and is a CFA charter holder.

Company Exemption

Da, through entities he controls, holds a majority of the voting power of the Company’s Common Stock and as a result, the Company

is a “controlled company” within the meaning of applicable rules of Nasdaq.

Under these rules, a company of which more than

50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company”

and may elect not to comply with certain corporate governance requirements, including the requirements (a) that a majority of the board

consists of independent directors;

(b) for an annual performance evaluation of the nominating and corporate governance and compensation

(c) that the controlled company has a nominating and corporate governance committee that is composed entirely of independent

directors with a written charter addressing the committee’s purpose and responsibilities;

and (d) that the controlled company has

a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose

and responsibility.

The Company currently satisfies all of Nasdaq’s corporate governance requirements and has not taken advantage

of any of the exemptions available to it as a controlled company.

If the Company determines in the future to avail itself of any of the

corporate governance exemptions available to controlled companies, our stockholders may not have the same protections afforded to stockholders

of companies that are subject to all of the Nasdaq corporate governance requirements.

In the event that the Company ceases to be a “controlled

company” and its Common Stock continues to be listed on Nasdaq, it will be required to comply with these provisions within the

applicable transition periods.

of Board in Risk Oversight

of the key functions of the board of directors is to oversee our risk management process.

The board of directors does not

currently have a standing risk management committee, but administers this oversight function directly through the board of directors

as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective

areas of oversight.

In particular, the board of directors is responsible for monitoring and assessing strategic risk exposure and the

board of directors’ Audit Committee has the responsibility to consider and discuss the Company’s major financial risk exposures

and the steps management takes to monitor and control such exposures, including guidelines and policies to govern the process by which

risk assessment and management is undertaken.

The Audit Committee also monitors compliance with legal and regulatory requirements.

Company’s Compensation Committee also assesses and monitors whether the Company’s compensation plans, policies and programs

comply with applicable legal and regulatory requirements.

Company adheres to the listing rules of Nasdaq in affirmatively determining whether a director is independent.

Nasdaq listing standards

generally define an “independent director” as a person, other than an executive officer of a company or any other individual

having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

board of directors has determined that each of the directors, other than Mr.

Da, qualifies as an independent director, as defined under

the listing rules of Nasdaq, and that the board of directors consists of a majority of “independent directors,” as defined

under the rules of the SEC and Nasdaq listing rules relating to director independence requirements.

Although the board of directors presently

consists of a majority independent directors, there can be no assurance that the Company will not avail itself of the exemption for controlled

companies in the future, which would remove this requirement.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited

exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of

independent directors.

Wang, Li (Helen) Wei and Jiangang Luo serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all

of whom must be independent.

Each such person meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1)

of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Shu Wang and Jiangang Luo qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

pre-approving

all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

(Helen) Wei, Shu Wang and Jiangang Luo serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman of

the compensation committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members

of the compensation committee, all of whom must be independent.

Each such person meets the independent director standard under NASDAQ

listing standards applicable to members of the compensation committee.

adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating, and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or

other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior

to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or

other compensation to officers or advisors we may hire subsequent to our Initial Public Offering to be paid either prior to or in connection

with our initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the

compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into

in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors

may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our

Second Amended and Restated Memorandum and Articles of Association, as amended.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our shareholders.

Committee Interlocks and Insider Participation

of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that

has one or more officers serving on our board of directors.

adopted a Code of Ethics applicable to our directors, officers and employees.

Copies of our Code of Ethics and our audit and compensation

committee charters are filed as exhibits to our Registration Statement.

You will be able to review these documents by accessing our public

filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge

upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report

as disclosed herein, we do not believe any conflict currently exists between us and our Initial Shareholders, and affiliates of our Initial

Shareholders may compete with us for acquisition opportunities.

If such entities decide to pursue an opportunity, we may be precluded

from procuring such opportunity.

In addition, investment ideas generated within our Initial Shareholders may be suitable for both us

and for an affiliate of Initial Shareholders and may be directed to such entity rather than to us.

Neither our Initial Shareholders nor

members of our management team who are also employed by or affiliated with our Initial Shareholders will have any obligation to present

us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically

in his or her capacity as an officer or director of the company.

Our Initial Shareholders and/or our management team, in their capacities

as employees or affiliates of our Initial Shareholders or in their other endeavors, may be required to present potential business combinations

to future Initial Shareholders’ affiliates or third parties, before they present such opportunities to us.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to

Accordingly, in the future, if any of our officers or directors becomes aware of a 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.

We do not believe, however, that any fiduciary duties or contractual

obligations of our officers arising in the future would materially undermine our ability to complete our business combination.

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 we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

officers may not become an officer or director of any other special purpose acquisition company that publicly files a registration statement

for its initial public offering before 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 a business combination as described in our Registration Statement).

investors should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Initial Shareholders have agreed to waive their redemption rights with respect to any Founder Shares, private shares and any public

shares held by them in connection with the consummation of our initial business combination.

Additionally, our Initial Shareholders

have agreed to waive their redemption rights with respect to any Founder Shares and private shares held by them if we fail to consummate

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 as described in our Registration Statement).

If we do not complete our initial business

combination within such applicable time period, the proceeds of the sale of the Private Placement Units held in the trust account

will be used to fund the redemption of our public shares, and the Private Placement Units and underlying securities will be worthless.

The Founder Shares will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months

after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination,

we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders

having the right to exchange their shares for cash, securities or other property.

Since members of our management may directly or

indirectly own Ordinary Shares and Rights following our Initial Public Offering, our officers and directors may have a conflict of

interest in determining whether a particular target business is an appropriate business with which to complete our initial business

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

Initial Shareholders may have a conflict of interest with respect to evaluating a business combination and financing arrangements

as we may obtain loans from our Initial Shareholders or an affiliate of our Initial Shareholders to finance transaction costs in

connection with an intended initial business combination.

Up to $150,000 of such loans may be convertible into working capital units

at a price of $10.00 per unit at the option of the lender.

Such working capital units would be identical to the Private Placement

Units sold in the private placement.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of Cayman Islands are required to present business opportunities

to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its shareholders for the opportunity not to be brought to the attention of the corporation.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business

opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our 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 we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent

the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders or any

affiliate of them, subject to certain approvals and consents.

In the event we seek to complete our initial business combination with

such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or from

another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company

from a financial point of view.

the event that we submit our initial business combination to our shareholders for a vote, our Initial Shareholders have agreed to vote

any Founder Shares and private shares held by them and any public shares purchased during or after the offering in favor of our initial

business combination.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public

policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a

Our Second Amended and Restated Memorandum and Articles of Association, as amended, provides for indemnification of our officers

and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through

their own actual fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual

indemnification in addition to the indemnification provided for in our Second Amended and Restated Memorandum and Articles of Association,

We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and

directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations

to indemnify our officers and directors.

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account,

and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,

any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they

are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will

only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business

believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

have a standing Audit Committee, Compensation Committee and Nominating and Governance Committee.

Each committee operates under a charter

that has been approved by the board of directors.

The committees have the composition and responsibilities described below.

(David) Yan, Dahe (Taylor) Zhang and Hongfei Zhang are currently the members of the Audit Committee.

The Audit Committee meets Nasdaq

audit committee composition requirements.

Each member of the Audit Committee is financially literate.

The board of directors of the Company

has determined that of Hongfei Zhang qualifies as an “audit committee financial expert” as defined by the SEC.

functions of the Audit Committee include, among other things:

compensating, retaining, evaluating, terminating and overseeing AMC’s independent registered public accounting firm;

with AMC’s independent registered public accounting firm their independence from management;

with AMC’s independent registered public accounting firm, the scope and results of their audit;

all audit and permissible non-audit services to be performed by AMC’s independent registered public accounting firm;

the financial reporting process and discussing with management and AMC’s independent registered public accounting firm the

quarterly and annual financial statements that AMC files with the SEC;

AMC’s financial and accounting controls and compliance with legal and regulatory requirements;

AMC’s policies on risk assessment and risk management;

related person transactions;

procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing

composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, all applicable SEC

rules and regulations and all applicable Nasdaq listing rules.

We will comply with future requirements of the SEC, Nasdaq or other applicable

authority to the extent they become applicable to our company.

Audit Committee has established a procedure whereby complaints or concerns regarding accounting, internal controls or auditing matters

may be submitted anonymously to the Audit Committee by email.

(David) Yan, Dahe (Taylor) Zhang and Hongfei Zhang are currently the members of the Compensation Committee.

The Board has determined

that each of the members of the Compensation Committee satisfies the independence requirements of Nasdaq and is a non-employee director,

as defined in Rule 16b-3 promulgated under the Exchange Act.

functions of the Compensation Committee include, among other things:

and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving the compensation of our

Chief Executive Officer, and the Chief Executive Officer may not be present during voting or deliberations on his or her compensation;

an evaluation of the performance of and reviewing and setting or making recommendations to the Board regarding the compensation of

our other executive officers;

and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans, policies and programs;

and approving all employment agreement and severance arrangements for our executive officers;

recommendations to the Board regarding the compensation of our directors;

and overseeing any compensation consultants.

Compensation Committee may also, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other

advisor and is directly responsible for the appointment, compensation and oversight of the work of any such advisor.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the Compensation Committee

will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC.

composition and function of the Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable

SEC and Nasdaq rules and regulations.

The Company will comply with future requirements of the SEC, Nasdaq or other applicable authority

to the extent they become applicable to the Company.

The Company maintains the Compensation Committee in accordance with the rules of

Nasdaq notwithstanding the general availability of an exemption from those rules for controlled companies.

There can be no assurance

that the Company will not avail itself of the exemption for controlled companies in the future.

and Governance Committee

(David) Yan, Dahe (Taylor) Zhang and Hongfei Zhang are currently the members of the Nominating and Corporate Governance Committee.

board of directors has determined that each of the members of the Compensation Committee satisfies the independence requirements of Nasdaq.

Nominating and Governance Committee assists the Board by identifying and recommending individuals qualified to become members of the

board of directors.

The Nominating and Corporate Governance Committee is responsible for evaluating the composition, size and governance

of the board of directors and its committees and making recommendations regarding future planning and the appointment of directors to

the committees, establishing a policy for considering stockholder nominees to the board of directors , reviewing the corporate governance

principles and making recommendations to the board of directors regarding possible changes;

and reviewing and monitoring compliance with

our Code of Business Conduct and Ethics.

Company maintains the Nominating and Corporate Governance Committee in accordance with the rules of Nasdaq notwithstanding the general

availability of an exemption from those rules for controlled companies.

There can be no assurance that the Company will not avail itself

of the exemption for controlled companies in the future.

of Business Conduct and Ethics

board of directors has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including

its principal executive officer, principal financial officer and principal accounting officer.

In the event the Company makes any amendments

to, or grants any waiver from, a provision of the code that applies to its principal executive officer, principal financial officer or

principal accounting officer that requires disclosure under applicable SEC or Nasdaq rules, the Company will disclose such amendment

or waiver and reasons therefore in a Current Report on Form 8-K as required by SEC rules.

Indemnification

the Closing Date, the Company entered into indemnification agreements with each executive officer and director of the Company.

The indemnification

agreements provide that, subject to limited exceptions specified therein, the Company will indemnify its directors and officers for certain

expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or

proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which

the person provides (or provided) services at the Company’s request.

Trading Policy

have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to our directors,

officers, employees, and consultants.

The policy generally prohibits the purchase, sale or trade of our securities with the knowledge

of material nonpublic information.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading

laws, rules and regulations, and listing standards applicable to our company.

Executive Compensation

of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services

rendered to us.

Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our

initial business combination and our liquidation, we will reimburse our Sponsor for office space, utilities and secretarial and administrative

services provided to us.

In addition, our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were

made to our Sponsor, officers, directors or our or any of their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other compensation from the combined company.

Additionally, certain directors may receive additional compensation in the

form of equity interests of the Sponsor for their services.

All compensation will be fully disclosed to shareholders, to the extent then

known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination

business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers

after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent

are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or

selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial

business combination should be a determining factor in our decision to proceed with any potential business combination.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

Shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Units

as these units are not exercisable within 60 days of the date of this Form 10-K.

following table is based on 3,854,856 Ordinary Shares outstanding at April 14, 2025.

Unless otherwise indicated, it is believed that

all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by

and Address of Beneficial Owner (1)

Percentage of Outstanding Ordinary shares

Holding LP (2)

Capital Limited (3)

(David) Yan (4)

(Steve) Jing (4)

(Helen) Wei (4)

EarlyBirdCapital,

executive officers and directors as a group (6 individuals) (4)

Financial Group, Inc.

Capital, LLC (6)

Asset Management, LLC (7)

otherwise noted, the business address of each of the following entities or individuals is c/o AlphaVest Acquisition Corp, 420 Lexington

Avenue, Room 2446, New York NY 10170.

Sponsor is the record holder of Founder Shares reported herein.

Zheng is the sole director and shareholder of Peace Capital Limited,

which owns 62.5% of the sponsor entity.

Accordingly, he is deemed to be the beneficial owner of such shares.

This includes the 345,000

Ordinary Shares, which TenX Global Capital LP holds through our Sponsor.

Capital Limited is the record holder of the Founder Shares reported herein.

section discusses the material components of the executive compensation program for the Company’s named executive officers (“NEOs”)

who are identified in the Summary Compensation Table below.

This discussion contains forward-looking statements that are based on the

Company’s current plans, considerations, expectations, and determinations regarding future compensation programs and related target

milestones for the Company’s future results of operations.

Compensation Table

following table presents information regarding the total compensation awarded to, earned by and paid to the Company’s NEOs for

services during 2025 and 2024.

and Principal Position

Disclosure to the Summary Compensation Table

Arrangements with Named Executive Officer

Da serves as AMC’s Chairman and Chief Executive Officer and is employed on an at-will basis.

Da does not have a written employment

agreement with the Company and his compensation is determined from time to time by the Board of Directors.

Da did not receive a base salary or cash bonus from the Company.

The Company may reimburse Mr.

Da for reasonable business expenses

incurred in connection with his services.

Any future compensation arrangements, including salary, bonus or equity-based compensation,

will be determined by the Board of Directors based on the Company’s financial condition, operating results and other relevant factors.

Bonus Compensation

the fiscal years ended December 31, 2025 and 2024, AMC did not maintain any cash-based annual bonus plan.

the fiscal year ended December 31, 2024, AMC did not provide equity-based incentives to the named executive officer.

consummation of the Business Combination, AMC has had the 2025 Incentive Plan in effect and may make grants of awards under such

No such awards have been granted as of the date of this Annual Report.

Narrative Disclosure

does not provide a pension plan for employees and the named executive officer did not participate in a nonqualified deferred compensation

plan during the fiscal years ended December 31, 2025 and 2024.

Health/Welfare

intends to provide the following benefits to the named executive officers on the same basis provided to all of employees, pending approval

from the Compensation Committee:

health savings account.

Incentive Plan

are authorized to grant equity awards to eligible officers, directors, employees and consultants following consummation of the Business

The purpose of the 2025 Incentive Plan is to provide incentives to attract, retain and motivate eligible persons whose present

and potential contributions are important to our success by offering them an opportunity to participate in our future performance through

the grant of equity awards.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding the beneficial ownership of the Company’s Common Stock by:

person who is known to be the beneficial owner of more than 5% of the Common Stock;

executive officer and director;

executive officers and directors, as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and convertible notes

that are currently exercisable or exercisable within 60 days.

otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities

named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

of Beneficial Owner (1)

of Common Stock

Directors and Executive

Shengwei (Sean) Da

20,883,707 (2)

Hongfei Zhang

Dahe (Taylor) Zhang (3)

Yong (David) Yan)

All executive officers

and directors as a group (5 persons)

5% of Greater Stockholders

Peace Capital Limited (4)

Pengfei Zheng (5)

is the sole director and shareholder of Peace Capital Limited.

Accordingly, he is deemed

to be the beneficial owner of such shares.

not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor.

to a Schedule 13G filed with the SEC on November 14, 2024, Mizuho Financial Group, Inc.

owns 560,368 Ordinary Shares.

to a Schedule 13G filed with the SEC on November 14, 2024, Meteora Capital, LLC owns 365,298 Ordinary Shares.

to a Schedule 13G filed with the SEC on October 15, 2024, Wolverine Asset Management, LLC owns 445,598 Ordinary Shares.

otherwise noted, the business address of each of the following entities and individuals is c/o AMC Robotics Corporation, 12 East

49 th Street, Suite 1805, New York, New York 10017.

(i) 16,000,000 shares held by trusts controlled by Mr.

Da and (ii) 1,050,000 shares and 3,833,707 shares issuable upon exercise of

warrants held by Kami Vision Incorporated, of which Mr.

Da is executive chairman and 80% owner.

Holding LP is the record holder of founder shares reported herein.

AlphaVest Management LLC is the managing member of AlphaVest Holding

LP and Dahe (Taylor) Zhang is the manager of AlphaVest Management LLC.

Accordingly, Mr.

Zhang is deemed to be the beneficial owner

of such shares.

Capital Limited is the record holder of the shares reported herein.

Pengfei Zheng is the sole director and stockholder of Peace Capital

Accordingly, he is deemed to be the beneficial owner of such shares.

The business address of Peace Capital Limited is Flat/Rm.

806 08/F, OfficePlus @Prince Edward, 794-802 Nathan Road, KLN, Hong Kong.

shares held by Peace Capital Limited.

Pengfei Zheng is deemed to be the beneficial owner of such shares.

The business address of

Pengfei Zheng is Flat/Rm.

806 08/F, OfficePlus @Prince Edward, 794-802 Nathan Road, KLN, Hong Kong.

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security

On September 5, 2025, our stockholders approved our 2025 Incentive Equity Plan.

Under this plan, 1,129,770 shares of Common Stock are

reserved for issuance in accordance with the plan’s terms to eligible employees, officers, directors and consultants.

As of December

31, 2025, no awards had been made under the 2025 Plan.

Certain Relationships and Related Transactions, and Director Independence

February 7, 2022, our Sponsor acquired 1,725,000 Founder Shares for an aggregate purchase price of $25,000.

These Founder Shares include

an aggregate of up to 225,000 Founder Shares that are subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part, so that the Founder Shares will represent 20% of our issued and outstanding shares after

this offering (excluding the private shares and the EBC Founder Shares).

On December 29, 2022, EBC exercised its over-allotment option

in full resulting in no SPAC Founder Shares being forfeited.

also issued an aggregate of 125,000 EBC Founder Shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750.

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.

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

Simultaneously

with the closing of the IPO, the Company completed the sale of 365,000 Private Placement Units to our Sponsor at a purchase price of

$10.00 per Private Placement Unit, and 25,000 Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit,

generating gross proceeds to the Company of $3,900,000 for all Private Units.

Simultaneously with the closing of the Overallotment, the

Company completed the private sale of an additional 37,904 Private Placement Units at a purchase price of $10.00 per Private Placement

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

gross proceeds to the Company of $405,000.

If the Company does not complete a Business Combination within the Combination Period, the

proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law) and the Private Placement Units will expire worthless.

December 22, 2022, we entered into an administrative services agreement with our Sponsor, pursuant to which the Sponsor agreed to make

available to the Company certain general and administrative services, including office space, utilities and administrative services,

as the Company may require from time to time.

The Company has agreed to pay to TenX Global Capital LP, an affiliate of the Sponsor, $10,000

per month for such administrative services.

For the year ended December 31, 2024, the Company incurred and paid $120,000 in such fees.

of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to

Accordingly, in the future, if any of our officers or directors becomes aware of a 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.

We do not believe, however, that any fiduciary duties or contractual

obligations of our officers arising in the future would materially undermine our ability to complete our Business Combination.

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the

Company could borrow up to an aggregate of $150,000 to cover expenses related to the Initial Public Offering.

On April 11, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity

date to the earlier of:

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

The Promissory

Note expired on September 12, 2024.

As of December 31, 2024 and 2023, $0 was outstanding.

December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors, pursuant to which the Company could

borrow an aggregate of $165,000 (the “Extension Note”) to cover expenses in connection with the extension of Business Combination

Principal of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the

On April 15, 2024, the Company amended and restated the Extension Note to increase the principal amount to $715,000 and extend

the maturity date to the earlier of (i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

On October 25, 2024, the Company amended and restated the Extension Note with AlphaVest Holding LP to extend the maturity date to promptly

after the date of the consummation of the business combination.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which

the Company could borrow up to an aggregate of $400,000.

The entire unpaid principal balance of this Note shall be payable on the earlier

(i) September 12, 2024 (six (6) months from the issuing of this Note) or (ii) promptly after the date on which Maker consummates

an initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”) (as described

in its initial public offering prospectus dated December 19, 2022 (the “Prospectus”)).

On October 21, 2024, the Company amended

and restated Promissory Note 1 to extend the maturity date to the earlier of:

(i) December 12, 2024 or (ii) promptly after the date of

the consummation of the business combination.

As of December 31, 2024, $287,046 was outstanding.

On January 6, 2025, the Company entered

into the second amended and restated promissory note to extend the maturity date to promptly after the date of the consummation of the

business combination.

May 2, 2024, the Company issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the

Company could borrow an aggregate of $440,000 to cover expenses in connection with the extension of Business Combination Period.

Extension Note 2 bears no interest.

The entire unpaid principal balance of this Note shall be payable on the earlier of:

12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

Upon receiving due notification

by the Company of the closing of a business combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a

number of shares of non-transferable, non-redeemable, Ordinary Shares of the Company equal to:

(x) the principal amount of this Extension

Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($10.00), rounded up to the nearest whole number of shares,

with such conversion to be effective immediately prior to the closing the such business combination.

Company engages in transactions with related parties in the normal course of business.

The principal related parties with which the Company

had transactions during the years ended December 31, 2025 and 2024 are as follows:

with the Company

and Board Chair, and majority stockholder

HK Limited (hereinafter referred to as “Senslab HK”)

Technology Co., Ltd (hereinafter referred to as “Senslab SH”)

Technology (HK) Limited (hereinafter referred to as “Ants”)

Vision Incorporated (hereinafter referred to as “Kami”)

Information Technology Co., Ltd (hereinafter referred to as “Yunyizhilian”)

under common control with Mr.

Shanghai Xiaoyun Technology Co., Ltd.

(hereinafter referred to as “Xiaoyun”)

Stockholder of the Company

of Related Party Transactions on Operations

the years ended December 31, 2025 and 2024, related party transactions had the following impact on income (loss) before income tax:

Related Party Transactions

Impact on pre-tax income (loss)

Income Statement

Revenue share – related party (Kami)

Product revenue - related party (Kami)

Product revenue - related party (ZKCam)

Product cost - related party (Senslab)

(Provision)/reversal for credit losses (Ants)

General and administrative expenses - Consulting fee-related party (Kami)

General and administrative expenses - Stockholder’s business travel expense (Sean)

General and administrative expenses - Financial consulting fee (Ants)

Other income - Marketing incentive subsidy income (Kami)

Interest expense (Ants)

Total impact on pre-tax loss

% of pre-tax income (loss)

Party Balances

of December 31, 2025 and 2024, balances with related parties were as follows.

Related Party Transactions

As of December 31, 2025

was outstanding.

On January 6, 2025, the Company amended and restated Extension Note 2 to extend the maturity date to promptly after

the date of the consummation of the business combination.

On March 25, 2025, the Company further amended and restated Extension Note 2 to extend the principal amount of the

note to $935,000.

May 2, 2024, the Company issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow

up to an aggregate of $126,000.

The Promissory Note 2 bears no interest.

The entire unpaid principal balance of this Promissory Note

2 shall be payable on the earlier of:

(i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business

Upon receiving due notification by the Company of the closing of a business combination, AMC shall convert the unpaid principal

balance under Promissory Note 2 into a number of shares of non-transferable, non-redeemable, Ordinary Shares of the Company equal to:

(x) the principal amount of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($10.00), rounded

up to the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

As of December 31, 2024, $126,000 was outstanding.

On January 6, 2025, the Company amended and restated Promissory Note 2 to extend

the maturity date to promptly after the date of the consummation of the business combination.

October 11, 2024, the Company issued a promissory note to AMC (the “Promissory Note 3”), pursuant to which the Company could

borrow up to an aggregate of $100,000.

The entire unpaid principal balance of this Promissory Note 3 shall be payable on the earlier

(i) December 31, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

Upon receiving

due notification by the Company of the closing of a business combination, potential target shall convert the unpaid principal balance

under Promissory Note 3 into a number of shares of non-transferable, non-redeemable, Ordinary Shares of the Company equal to:

principal amount of this Promissory Note 3 being converted, divided by (y) the conversion price of Ten Dollars ($10.00), rounded up to

the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

As of December 31, 2024, $57,449 was outstanding.

On January 6, 2025, the promissory note was amended and restated to (i) extend the

maturity date to promptly after the date the business combination is consummated, and (ii) increase the principal amount to $200,000.

On April 13, 2025, the Company further amended and restated the promissory note to extend the principal amount of the note to $350,000.

holders of Founders Shares and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement

signed on December 22, 2022.

The holders of these securities are entitled to make up to three demands, excluding short form demands,

that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to our completion the Company’s initial business combination.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers

and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial

business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds

from our trust account would be used for such repayment.

Up to $150,000 of such loans may be convertible into Units, or working capital

units, at a price of $10.00 per unit at the option of the lender.

The working capital units would be identical to the Private Placement

Units sold in the private placement.

Except as set forth above, the terms of such loans, if any, have not been determined and no written

for Approval of Related Party Transactions

audit committee of our board of directors adopted a policy setting forth the policies and procedures for its review and approval or ratification

of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or

series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected

to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal

years in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party”

had, has or will have a direct or indirect material interest.

“Related parties” under this policy include:

(i) our directors,

nominees for director or executive officers;

(ii) any record or beneficial owner of more than 5% of any Class of our voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who

maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit

committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on

terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the

related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv)

whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders

and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her

eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction,

including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only

if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy does

not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction

in which he or she is the related party.

listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our board of directors has determined that Li Wei and Shu Wang are “independent

directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled

meetings at which only independent directors are present.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

firm of UHY LLP, or UHY, currently acts as our independent registered public accounting firm.

The following is a summary of fees paid

to UHY for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by UHY in connection with regulatory filings.

The aggregate fees billed by UHY for professional services

rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective

periods and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled $128,575 and $112,867, respectively.

Balance Sheet

Accounts receivable - related party

Other receivable - related party, net

Other receivable - related party

Advance to suppliers – related party

Prepayment - related party

Related Party Transactions

As of December 31, 2024

Balance Sheet

Accounts receivable - related party

Other receivable - related party, net

Other receivable - related party

Note receivable - stockholder

Prepayment - related party

Accounts payable - related party

Other payable - related party

Specifically,

transactions with each related party presented in the above tables are as follows:

HK Limited and Senslab Technology Co., Ltd

% of Total Assets

Advance to suppliers - related party (Senslab HK)

Other receivable - related party (Senslab SH)

% of Total Liability

Accounts payable - related party (Senslab HK)

Accounts payable - related party (Senslab SH)

Da, the Company’s majority stockholder, owns approximately 38% of Senslab Technology Co., Ltd.

(“Senslab SH”), which

owns 100% of Senslab HK Limited (“Senslab HK”).

Both entities are therefore considered related parties of the Company.

Historically,

the Company procured security cameras from Senslab HK.

Senslab HK purchased the products from Senslab SH and exported them to the Company.

Beginning in the fourth quarter of 2023, after Senslab SH obtained import and export trade approval, the Company also began purchasing

security cameras directly from Senslab SH.

the years ended December 31, 2025 and 2024, the Company purchased security cameras from Senslab HK in the amounts of $0 and $539,068,

respectively.

During the same periods, purchases from Senslab SH totaled $186,005 and $6,347,602, respectively.

of December 31, 2025 and 2024, accounts payable due to Senslab HK were $0 and $2,285,008, respectively.

Accounts payable due to Senslab

SH were $0 and $6,258,235, respectively.

of December 31, 2024, total accounts payable to Senslab HK and Senslab SH aggregated $8,543,243, representing approximately 89% of the

Company’s total liabilities.

During 2025, the Company settled all outstanding balances payable to Senslab HK and Senslab SH.

as of December 31, 2025, there were no outstanding accounts payable balances due to either entity.

Technology (HK) Limited

% of Total Asset

Prepayment - related party

Other receivable - related party, net

Allowance for credit losses

Amazon online store for the North America region historically operated under Ants Technology (HK) Limited (hereinafter referred to as

Ants authorized the Company to utilize its Amazon account free of charge for a period of five years, commencing

on October 21, 2021 (hereinafter referred to as the “Authorization Agreement”).

January 2025, the Company terminated the Authorization Agreement early and assumed ownership and control of the Amazon online store from

Ants transferred to the Company all of its ownership interests in the Amazon online store, including, but not limited to, ownership

of the shop, business operation rights, customer resources, operational and technical data, brand usage rights, intellectual property

rights (such as trademarks, patents, and copyrights, if applicable), and other assets and rights related to the operation of the Amazon

online store.

Da, the Company’s majority stockholder, owns 95% of Ants.

– Related Party

signing the Authorization Agreement, the Company agreed to sell Ants’ remaining camera inventories and reimburse certain costs

incurred by Ants on its behalf.

To facilitate these payments, the Company prepaid Ants $359,192 in 2022.

prepayment is amortized based on (i) revenue collected from the sale of Ants’ inventories, (ii) reimbursements of costs incurred

by Ants, and (iii) financial consulting fees payable to Ants beginning January 1, 2025 for bookkeeping support services at a monthly

rate of $5,000.

the year ended December 31, 2025, the Company recognized $60,000 of financial consulting fees.

Revenue collected from the sale of Ants’

inventories was not material for the years presented.

of December 31, 2025 and 2024, the remaining prepayment balance was $66,844

and $126,965 ,

respectively.

receivable – related party (Ants)

of December 31, 2025 and 2024, the Company had gross “other receivable – related party” balances due from Ants of $4,872

and $1,790,009, respectively, before allowance for credit losses of $nil and $nil.

following table presents the movement of “other receivable – related party” balances due from Ants:

at the beginning of the period

Payments Ants Received (1)

from Ants (1)

Transfer /(Procurement) (2)

Consulting (3)

at the end of the period

Prior to April 2022, Ants collected payments from Amazon customers on behalf of the Company.

Beginning in April 2022, the Company

obtained direct access to the third-party cross-border payment platform and began receiving customer payments directly.

amounts previously held by Ants were repaid to the Company.

During the years ended December 31, 2025 and 2024, Ants repaid $1,790,009

and $346,458, respectively.

Inventory-related

movements reflect transfers and procurement arrangements between the Company and Ants.

During the years ended December 31, 2025 and 2024,

such activities resulted in net increases of $4,872 and $427,994, respectively, to the related-party receivable balance.

Company engaged employees of Ants to provide bookkeeping and financial consulting services.

Financial consulting fees totaled

$60,000 for the year ended December 31, 2024 and were recorded as reductions of the related-party receivable

for credit losses – related party

Company recorded a provision for credit losses of $1,262,146 during the year ended December 31, 2023 related to amounts due from Ants.

During the fourth quarter of 2024, the Company reversed the full $1,262,146 allowance previously recorded, as collectability improved

and subsequent settlement activity supported recovery of the outstanding balance.

the year ended December 31, 2025, Ants remitted substantial payments and other settlements were completed, significantly reducing the

outstanding related-party receivable balance.

As a result of these collections and settlements, management concluded that no allowance

for credit losses was required as of December 31, 2025.

the allowance for credit losses was $nil as of both December 31, 2025 and 2024.

The carrying value of “other receivable –

related party” due from Ants was $4,872 and $1,790,009 as of December 31, 2025 and 2024, respectively.

following table presents the movement of the allowance for credit losses:

Balance at beginning of the period

Provision for credit loss

Reversal of credit loss previously recorded

Balance at the end of the period

payable – related party

January 1, 2023, the Company entered into a revolving loan agreement with Ants to borrow up to $1,200,000 during the period from January

1, 2023 through December 31, 2024.

The loan was unsecured and bore interest at a daily rate not exceeding 0.041%.

The outstanding balance

and any accrued interest were payable on demand.

of December 31, 2025 and December 31, 2024, the Company had no outstanding principal balance or accrued interest under this loan agreement.

For the years ended December 31, 2025 and 2024, the Company incurred $nil and $18,999 of interest expense, respectively, related to this

loan agreement.

Vision Incorporated

Da also serves as Chief Executive Officer of Kami and holds approximately 80% ownership of Kami.

Revenue-Sharing

Arrangement – Cloud Services

October 2021, the Company entered into a revenue-sharing agreement with Kami related to cloud-based services associated with the Company’s

These services include storage of recorded video data, image analysis, and alert and intelligent detection services provided

to end users.

the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenues generated from those

July 1, 2025, the Company entered into an amended agreement with Kami to revise the revenue-sharing percentages applicable to subscription

revenues from referred customers.

The amended terms apply prospectively and do not affect revenue recognized prior to the modification

subscription periods

July 1, 2025 Onwards

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

the year ended December 31, 2025, the Company recognized revenue of $2,895,956 from this revenue-sharing arrangement.

Revenue-sharing

arrangement - Intelligent Information Service Agreement

October 1, 2025, the Company entered into a revenue-sharing arrangement related with Kami.

the arrangement, Kami operates an artificial intelligence-driven information distribution platform and related application, which utilizes

hardware products sold by the Company to generate monetization opportunities.

Kami manages all aspects of the platform operations, including

content distribution, pricing, bidding processes, and relationships with third-party traffic or content providers.

Company does not operate the platform or application, does not control the underlying services provided to end users, and does not have

any ongoing performance obligations after the sale of its hardware products.

Instead, the Company is contractually entitled to receive

30% of net monetization revenue generated by Kami from users associated with the Company’s products.

Net monetization revenue represents

gross receipts collected by Kami from third-party platforms, less applicable platform fees and related charges.

the year ended December 31, 2025, the Company recognized $222,661 of revenue under this agreement.

receivable – related party

of Total Asset

Accounts receivable - related party

Other receivable - related

receivable – related party primarily represent amounts due from Kami under the Company’s

revenue-sharing arrangements, including the Intelligent Information Service Agreement described above.

These balances represent the Company’s

contractual share of monetization revenues earned but not yet remitted by Kami as of the respective reporting dates.

receivable – related party as of December 31, 2024 primarily related to amounts due from Ants under prior operating arrangements.

These balances were substantially settled during the year ended December 31, 2025, resulting in no

outstanding balance as of December 31, 2025.

increase in accounts receivable – related party as of December 31, 2025 compared to December 31, 2024 primarily reflects increased

monetization activities under arrangements with Kami and the timing of settlements.

Receivable – Related Party

June 2025, the Company entered into a subscription agreement with Kami, pursuant to which Kami

subscribed for 228,571 shares of the Company’s common stock for a total purchase price of $5,000,000.

Company received the full subscription proceeds during 2025, and the transaction was recorded within stockholders’ equity.

no subscription receivable was outstanding as of December 31, 2025.

Receivable – Related Party and Marketing Incentive Subsidy Income

Company entered into market promotion subsidy agreements with Kami effective January 1, 2024 and January 1, 2025, respectively.

these agreements, Kami agreed to provide an annual subsidy of up to $2 million for each of the years 2024 and 2025 to support the Company’s

marketing activities related to Kami’s cloud services.

subsidy amounts are determined based on agreed marketing activities performed and are invoiced periodically by the Company to Kami.

these amounts are not generated from the Company’s primary revenue-producing activities, they are recognized as other income, with

the related receivable recorded as “other receivable – related party.”

the years ended December 31, 2025 and 2024, the Company recognized marketing incentive subsidy income of $1,217,586 and $1,779,528, respectively.

of December 31, 2025 and 2024, the Company had other receivable – related party balances of $nil and $169,833, respectively.

decrease in 2025 primarily reflects the collection of outstanding balances from Kami.

Financing Funds

September 2025, the Company received $4,000,000 from Kami in connection with the PIPE Financing.

The funds were received prior to the closing of the Business Combination and were subject to completion of the transaction.

the Company recorded the amount as a liability within “PIPE financing proceeds received in advance.”

the closing of the Business Combination in December 2025, the PIPE financing was completed and total proceeds of $5,500,000 from Kami

were received.

The total amount of $5,500,000 includes previously recorded advance, together with additional proceeds received at closing,

was reclassified to stockholders’ equity (common stock and additional paid-in capital).

In connection with the PIPE financing, the Company also issued warrants to purchase shares of its common stock (the

“PIPE Warrants”) to Kami.

The PIPE Warrants issued to Kami represent the right to acquire 1,540,000 shares of common stock,

based on the terms of the PIPE financing.

revenue – related party

promote adoption of Kami’s cloud subscription services, Kami launched a promotional campaign beginning in the third quarter of

2024 under which customers received a complimentary security camera upon subscribing to Kami’s cloud services.

As part of this

promotion, Kami purchased security cameras from the Company.

the years ended December 31, 2025 and 2024, product revenue – related party from Kami totaled $3,833 and $6,270, respectively.

The decline in 2025 reflects reduced promotional procurement activity following the initial launch of the promotional campaign in 2024.

Company engaged certain employees of Kami to provide services as contractors.

For the years

ended December 31, 2025 and 2024, the Company paid Kami consulting service fees of $234,911 and $334,317, respectively.

These amounts

were recorded within general and administrative expenses in the consolidated statements of operations.

were no outstanding balances payable to Kami related to consulting services as of December 31, 2025 or 2024.

of December 31, 2025 and 2024, amounts due from Mr.

Da were $440,596 and $15,862,

respectively, and are included within “other receivable – related party” in the consolidated balance sheets.

balances primarily represent advances made for business travel and related expenditures incurred on behalf of the

of December 31, 2024, the balance of $15,862 represented a note receivable from the stockholder, which was fully repaid during the year

ended December 31, 2025.

in January 2025, the Company made advance payments to Mr.

Da to cover business

travel and other operating expenditures incurred on behalf of the Company.

These advances are recorded within “other

receivable – related party” until the related expenses are substantiated and recognized in the Company’s financial

the year ended December 31, 2025, business travel expenses of $91,665 were incurred on behalf of the Company and recognized

as operating expenses.

As of December 31, 2025, the remaining balance of $440,596 represents unsubstantiated or unused advances and is

included in “other receivable – related party.”

of Total Asset

Subscription receivable - stockholder

Note receivable – stockholder

Other receivable – related party

Information Technology Co., Ltd

of Total Liability

Other payable

- related party

Information Technology Co., Ltd.

(“Yunyizhilian”) is affiliated with Ants Technology (HK) Limited (“Ants”), which

is a related party of the Company.

due to Yunyizhilian arose from related-party operating and working capital arrangements.

The balance outstanding as of December 31, 2024

primarily represented a short-term, non-interest-bearing working capital advance.

Company evaluated and recorded the related-party payable balance as of December 31, 2025 based on the underlying books and records.

Technology Limited

of Total Assets

Accounts receivable

- related party

Technology Limited (“ZKCam”) is an affiliate of the Company.

During the year ended December 31, 2025, the Company entered into transactions with ZKCam in the ordinary course

of business, primarily consisting of the sale of products.

For the year ended December 31, 2025, product revenue recognized from ZKCam

totaled $511,922, compared to $0 for the year ended December 31, 2024.

due from ZKCam primarily arose from these product sales and represent trade receivables generated in the normal course of business.

As of December 31, 2025, the outstanding balance due from ZKCam was $433,888, which is included in accounts receivable –

related party in the consolidated balance sheets.

These receivables are unsecured, non-interest-bearing, and due on

The Company evaluates the collectability of related party receivables on an ongoing basis and believes the outstanding

balance as of December 31, 2025 is fully collectible.

balance outstanding as of December 31, 2024.

The Company evaluated and recorded the related-party receivable balance as of December 31, 2025 based on the underlying

books and records.

Management assesses the collectability of related-party receivables on an ongoing basis and believes the outstanding

balance as of December 31, 2025 is fully recoverable.

Xiaoyun Technology Co., Ltd .

of Total Assets

Other receivable

- related party

Xiaoyun Technology Co., Ltd.

(“Xiaoyun”) was previously a variable interest entity (“VIE”) of the Company and

was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.

the deconsolidation, Xiaoyun is considered a related party of the Company.

due from Xiaoyun primarily arose from transactions in the ordinary course of business subsequent to deconsolidation.

The balance outstanding

as of December 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.

was no balance outstanding as of December 31, 2024.

Company evaluated and recorded the related-party receivable balance as of December 31, 2025 based on the underlying books and records.

Management assesses collectability on an ongoing basis and believes the amount is recoverable as of December 31, 2025.

Related Person Transactions Policy

Company’s board of directors has adopted a written related person transaction policy that establishes the procedures for the review,

approval and ratification of related person transactions.

Subject to certain exceptions set forth in Item 404 of Regulation S-K, the

policy applies to any transaction, arrangement or series of transactions in which the Company (including its subsidiaries) is a participant

and in which a related person has a direct or indirect material interest.

person transactions include, among other things, the purchase or sale of goods or services, transfers of real or personal property, use

of Company assets, provision of services, borrowing or lending arrangements, guarantees or other financial transactions, and employment

arrangements involving related persons or their immediate family members.

the policy, all related person transactions are reviewed by the audit committee, which evaluates whether the transaction is in, or not

inconsistent with, the best interests of the Company and its stockholders.

In making this determination, the audit committee considers

all relevant facts and circumstances, including the nature of the related person’s interest, the materiality of the transaction,

the business purpose and terms of the transaction, whether the transaction is on terms comparable to those available to unaffiliated

third parties, whether the transaction is in the ordinary course of business, the potential for conflicts of interest, and the overall

fairness of the transaction.

related person transactions must be approved or ratified by the audit committee in accordance with the policy.

Company’s board of directors has determined that Hongfei Zhang, Dahe (Taylor) Zhang and Yong (David) Yan each qualify as independent

directors under the listing standards of The Nasdaq Stock Market.

Under these standards, a director is considered independent if he or

she is not an officer or employee of the Company or its subsidiaries and does not have a relationship that, in the opinion of the board

of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Company’s independent directors meet in executive session on a periodic basis without the presence of management.

Principal Accounting Fees and Services

following is a summary of fees paid or to be paid to UHY LLP for services rendered.

the fiscal years ended December 31, 2025 and 2024, audit fees paid to UHY LLP were $542,529 and $448,001, respectively.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

the fiscal years Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

aggregate fees billed by UHY for the review of our registration statements and other regulatory documents filed with SEC for the year

ended December 31, 2024 and 2023 totaled $9,960 and $0, respectively.

For the year ended December 31, 2024 and 2023, our independent registered public accounting firms did not render services to

us for tax compliance, tax advice and tax planning.

For the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

following documents are filed as part of this report:

Underwriting Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

(incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Business Combination Agreement, dated as of August 16, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2024).

Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Amended and Restated Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Amendment to the Second Amended and Restated Memorandum and Articles of Association, dated December 18, 2024.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024).

Specimen Unit Certificate.

(incorporated by reference to Exhibit 4.1 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Specimen Ordinary Share Certificate.

(incorporated by reference to Exhibit 4.2 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Specimen Rights Certificate(incorporated by reference to Exhibit 4.3 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Rights Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2023).

Promissory Note, dated June 3, 2022, issued to AlphaVest Management LLC.

(incorporated by reference to Exhibit 10.1 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Letter Agreement, dated December 19, 2022, by and among the Company, its executive officers, its directors and AlphaVest Holding LP.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Investment Management Trust Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Registration Rights Agreement, dated December 19, 2022, by and among the Company, AlphaVest Holding, LP and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Securities Subscription Agreement, between the Registrant and the Sponsor dated February 7, 2022.

(incorporated by reference to Exhibit 10.5 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Securities Subscription Agreement, between the Registrant and EarlyBirdCapital, Inc.

dated July 11, 2022.

(incorporated by reference to Exhibit 10.6 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Private Placement Unit Purchase Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding LP (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Private Placement Units Purchase Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Form of Indemnity Agreement.

(incorporated by reference to Exhibit 10.9 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Administrative Services Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding, LP.

(incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Share Escrow Agreement, dated December 19, 2022, by and among the Company, Continental Stock Transfer & Trust Company and the Initial Shareholders party thereto.

(incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

A Business Combination Marketing Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022)

Amendment to the Investment Management Trust Agreement, dated December 21, 2023, by and between AlphaVest Acquisition Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Form of Sponsor Support Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Amendment to the Investment Management Trust Agreement, dated December 18, 2024, by and between AlphaVest Acquisition Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024).

Amended and Restated Promissory Note dated January 6, 2025 by and between AlphaVest Acquisition Corp and TenX Global Capital LP.

Amended and Restated Promissory Note dated January 6, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Termination, dated as of March 18, 2024, delivered by AlphaVest Acquisition Corp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2024).

Second Amended and Restated Promissory Note dated March 25, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Second Amended and Restated Promissory Note dated April 15, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Form of Code of Ethics.

(incorporated by reference to Exhibit 14.1 to our Registration Statement (No.

paid UHY LLP audit-related fees for the years ended December 31, 2025 and 2024, were $334,968 and 85,474, respectively.

We did not pay UHY LLP any tax fees for the years ended December 31, 2025 and 2024.

audit committee was formed in connection with the consummation of our business combination with AlphaVest.

As a result, the audit committee

did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were

approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has

and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees

and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the

audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

financial statements required to be filed as part of this Annual Report on Form 10-K are listed in the Index to Consolidated Financial

Statements included in Part II, Item 8 of this report.

Statement Schedules

financial statement schedules have been omitted because they are not required, are not applicable, or the required information is included

in the consolidated financial statements or the notes thereto.

exhibits listed in the Exhibit Index immediately following the signature page are filed or incorporated by reference as part of this

Annual Report on Form 10-K.

Business Combination Agreement (incorporated by reference to Exhibit A to the Company’s definitive proxy statement dated September 2, 2025)

Amendment to Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 1, 2025)

Form of Certificate of Domestication of AlphaVest Acquisition Corp (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Specimen Common Stock Certificate of Company (incorporated by reference to Exhibit 4.5 to Company’s Registration Statement filed on Form S-4, File No.

333-283183 filed on August 4, 2025)

Description of Securities (filed herewith)

Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of AlphaVest Acquisition Corp.

filed with the SEC on August 22, 2024)

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Form of Indemnification Agreement.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Form of private placement purchase Agreement.

(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Form of private placement registration rights agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Form of private placement warrant (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 15, 2025)

Code of Ethics (incorporated by reference to Exhibit 14.1 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022)

Insider Trading Policy

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

AlphaVest Acquisition Corporation Clawback Policy.

(incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 13, 2023, filed with the SEC on April 16, 2024.

XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within

Insider Trading Policy (filed herewith)

PEO Section 302 Certification

PFO Section 302 Certification

PEO Section 906 Certification

PFO Section 906 Certification

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Form 10-K Summary

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf

by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 14th day of April, 2025.

ACQUISITION CORP

Yong (David) Yan

Executive Officer

to the requirements of the Securities Act of 1933, as amended, this Annual Report has been signed below by the following persons in the

capacities and on the dates indicated.

Yong (David) Yan

Executive Officer and Director

Executive Officer)

Song (Steve) Jing

Financial Officer

Financial Officer and Principal Accounting Officer)

Pengfei Zheng

ACQUISITION CORP

TO THE FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB # 1195 )

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of AlphaVest Acquisition Corp

on the Financial Statements

have audited the accompanying balance sheets of AlphaVest Acquisition Corp (the Company) as of December 31, 2024, and 2023, and the related

statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December

31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the Company has no revenue, its business plan is dependent on the completion of a business combination and

the Company must liquidate if the business combination is not consummated within a specific period.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described

in Note 1 to the financial statements.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the

United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022.

New York, New York

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

AMC ROBOTICS CORPORATION

/s/ Shengwei Da

Shengwei (Sean) Da

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

April 20, 2026

ACQUISITION CORP

December 31, 2024

December 31, 2023

Current Assets:

Prepaid expenses

Total Current Assets

Marketable securities held in trust account

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

Accounts payable and accrued offering costs and expenses

Other payable

Due to related party

Promissory notes – third party

Promissory notes – related party

Promissory notes

Total Current Liabilities

Total Liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption ( 1,574,356

shares at $ 11.47

and 4,725,829 shares at $ 10.77

per share as of December 31, 2024 and 2023, respectively)

Shareholders’ Deficit:

Preferred shares, $ 0.0001

shares authorized;

issued and outstanding as of December 31, 2024 and 2023, respectively

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

2,280,500 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated deficit

( 1,745,864 )

Total Shareholders’ Deficit

( 1,745,636 )

T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF OPERATIONS

For the Year Ended December 31,

Formation and operating costs

Loss from operations

Other Income:

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Bank interest income

Total other income

Weighted average ordinary shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to redemption

Weighted average ordinary shares outstanding, ordinary shares, non-redeemable

Basic and diluted net loss per share, ordinary shares, non-redeemable

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2024

Ordinary shares

Additional paid-in capital

Accumulated deficit

shareholders’ deficit

Balance as of January 1, 2024

$ ( 325,050 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption amount (interest income)

( 2,581,773 )

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of December 31, 2024

$ ( 1,745,864 )

$ ( 1,745,636 )

THE YEAR ENDED DECEMBER 31, 2023

Ordinary shares

Additional paid-in capital

Accumulated deficit

shareholders’ equity (deficit)

Balance as of January 1, 2023

Accretion for ordinary shares subject to redemption amount (interest income)

( 3,021,646 )

( 3,618,539 )

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of December 31, 2023

$ ( 325,050 )

$ ( 324,822 )

$ ( 325,050 )

$ ( 324,822 )

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CASH FLOWS

For the Year Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Trust investment income

( 2,674,089 )

( 3,580,311 )

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

Prepaid expense

Accounts payable and accrued offering costs and expenses

Other payable

Promissory note – related party

Promissory note – third party

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Cash deposited to trust account

Cash deposited to trust escrow account

Cash withdrawn from trust account in connection with redemption

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from promissory note – related party

Proceeds from promissory note – third party

Redemption of ordinary shares

( 35,956,676 )

( 23,282,936 )

Net cash used in financing activities

( 35,461,676 )

( 23,117,936 )

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of noncash investing and financing activities

Accretion for ordinary shares subject to redemption amount

Accrued expenses converted to promissory note– related party

Accrued expenses converted to promissory note – third party

Prepaid expenses paid by promissory note – third party

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

TO UNAUDITED FINANCIAL STATEMENTS

1 - ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination

with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or sector for purposes of consummating a 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

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

All activity through December 31, 2024 relates to the Company’s

formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target

company for a Business Combination.

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

Combination, at the earliest.

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

from the IPO.

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

registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19,

On December 22, 2022, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary

shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described

in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit

in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously with the IPO.

the closing of the IPO on December 22, 2022, an amount of $ 61,200,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units

in the IPO and the Private Placement (as defined in Note 4) was placed in the trust account.

The funds held in the trust account may

be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as

amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the trust account,

as described below.

December 29, 2022, EarlyBirdCapital, Inc.

(“EBC”) fully exercised their over-allotment option, resulting in an additional

900,000 Units issued for an aggregate amount of $ 9,000,000 .

In connection with EBC’s full exercise of their over-allotment option,

the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of

Company will have until the last Extended Date, September 22, 2025 to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution

expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights

of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its

Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide

for claims of creditors and the requirements of other applicable law.

December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment

to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment

(the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 19, 2022, with Continental

Stock Transfer & Trust Company.

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

a business combination from December 22, 2023 (the “Termination Date”) up to 10 times, with the first extension comprised

of three months, and the subsequent 9 extensions comprised of one month each from the Termination Date, or extended date, as applicable,

to December 22, 2024.

In connection with the shareholders’ vote at the special meeting, an aggregate of 2,174,171 shares with redemption

value of approximately $ 23,282,936 (approximately $ 10.71 per share) of the Company’s ordinary

shares were tendered for redemption.

December 18, 2024, the Company held another extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”)

at which the shareholders of the Company voted on three proposals:

(i) a proposal, by special resolution, to amend the Company’s

Second Amended and Restated Memorandum and Articles of Association to (a) extend the date by which the Company must consummate a business

combination up to nine (9) times from December 22, 2024 to September 22, 2025 (the “ Revised Termination Date ”), each

by an additional one (1) month, for a total of up to nine (9) months, assuming a business combination has not occurred, and (b) delete

the provision (the “ Redemption 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 ;

(ii) a proposal, by ordinary resolution, to

further amend the Trust Agreement to effectuate the foregoing extension and depositing into the Trust Account $ 55,000 per one-month extension

two (2) days prior to such extension (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;

and (iii) a proposal, by ordinary resolution, to adjourn the

2024 Extraordinary General Meeting, to a later date or dates, if necessary.

In connection with the shareholders’ vote at the 2024

Extraordinary General Meeting, shareholders of 3,151,473 ordinary shares of the Company exercised their right to redeem such shares (the

“ 2024 Redemption ”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately $ 35,956,676

(approximately $ 11.41 per share) was removed from the Trust Account to pay such holders and approximately $ 17,962,587 remained in the

Trust Account.

Following the 2024 Redemptions, the Company had 3,854,856 ordinary shares outstanding.

May 2, 2024, the Company issued a promissory note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000

(the “Extension Note 2”) to cover expenses in connection with the extension of Business Combination Period.

this Extension Note 2 may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination

is consummated.

On March 25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .

of April 14, 2025, an aggregate of $ 880,000 was deposited into trust account and trust escrow account to extend the business combination

period to April 22, 2025.

Business Combination

August 11, 2023, the Company (at and after the Merger Effective Date, “PubCo”) 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 the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “Termination”), in

which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination

of the Business Combination Agreement is effective as of March 18, 2024.

additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination

and Wanshun, see the most recent Annual Report on Form 10-K and Current Reports on Form 8-K filed by the Company with the SEC on August

14, 2023, August 17, 2023 and March 25, 2024.

May 2, 2024, the Company issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the

Company could borrow an aggregate of $ 440,000 to cover expenses in connection with the extension of Business Combination Period.

Extension Note 2 bears no interest.

The entire unpaid principal balance of this Note shall be payable on the earlier of:

12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

Upon receiving due notification

by the Company of the closing of a business combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a

number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this Extension

Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares,

with such conversion to be effective immediately prior to the closing the such business combination.

On January 6, 2025, the promissory

note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .

As of December 31, 2024 and 2023, $ 440,000

and $ 0 were outstanding, respectively.

May 2, 2024, the Company issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow

up to an aggregate of $ 126,000 .

The Promissory Note 2 bears no interest.

The entire unpaid principal balance of this Promissory Note

2 shall be payable on the earlier of:

(i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business

Upon receiving due notification by the Company of the closing of a business combination, AMC shall convert the unpaid principal

balance under Promissory Note 2 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded

up to the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

On January 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business

combination is consummated.

As of December 31, 2024 and 2023, $ 126,000 and $ 0 were outstanding, respectively.

August 16, 2024, the Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly

owned subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).

terms and subject to the conditions of the Merger Agreement, an in accordance with applicable law, Merger Sub will merge with AMC, with

AMC surviving the merger as a wholly owned subsidiary of the Company.

On October 11, 2024, the Company issued a

third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant to which the Company could borrow up to

an aggregate of $ 100,000

to cover the Company’s working capital requirements.

The promissory note is due and payable on the earlier of:

31, 2024, or (ii) promptly after the date on which the business combination is consummated.

On January 6, 2025, the promissory note

was amended and restated to (i) extend the maturity date to promptly after the date the business combination is consummated, and

(ii) increase the principal amount to $ 200,000 .

On April 13, 2025, the Company further amended and restated the promissory note to extend the principal amount of the note to $ 350,000 .

As of December 31, 2024, $ 57,449 was outstanding.

Concern Consideration and Management Liquidity Plans

of December 31, 2024, the Company had cash of $ 4,215 and working capital deficit of $ 1,745,636 .

Subsequent to the consummation of the

IPO, the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

The Company expects that it will need additional capital

to satisfy its needs for paying these costs.

Although certain of the Company’s initial shareholders or their affiliates may loan

the Company funds, there’s no guarantee that the Company will receive such funds.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

If a Business Combination is not consummated by the relevant period, there

will be a mandatory liquidation and subsequent dissolution.

As a result, there is substantial doubt about the entity’s ability

to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

The financial statement does not include any adjustments that might result from the outcome of the uncertainty.

September 13, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The

Nasdaq Stock Market LLC notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum

Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global

The Notice stated that the Company had 45 calendar days, or until October 28, 2024, to submit a plan to regain compliance with

the Minimum Total Holders Rule.

In connection with this Notice, the Company determined to voluntarily transfer the listing of its securities

from the Nasdaq Global Market to the Nasdaq Capital Market, which has a lower holder requirement.

On November 12, 2024, the Company received

notification that its voluntary application to transfer the listing of its ordinary shares, units, and rights from the Nasdaq Global

Market to the Nasdaq Capital Market was approved by the Listing Qualifications Department of the Nasdaq Stock Market LLC.

The Company’s

securities began trading on the Nasdaq Capital Market at the opening of trading on November 14, 2024.

Notwithstanding the foregoing,

there can be no assurance that the Company will be able to continue to satisfy all the requirements for continued listing on Nasdaq.

If the Company’s securities were delisted prior to the consummation of the Business Combination, it could negatively impact the

Company’s ability to consummate such Business Combination for the reasons described below.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and are presented

dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and

pursuant to the rules and regulations of the SEC.

All intercompany accounts and transactions are eliminated upon consolidation.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may 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 independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had a cash balance of $ 4,215 and $ 28,560 as of December 31, 2024 and 2023, respectively.

Held in Trust Account

Company’s portfolio of investments held in the trust account is comprised of investments only in U.S.

government securities with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

government treasury obligations.

The Company’s investments held in the trust account are classified

as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

and losses resulting from the change in fair value of investments held in trust account are included in interest earned on marketable

securities held in trust account in the accompanying statements of operations.

The estimated fair value of investments held in the trust

account is determined using available market information.

As of December 31, 2024 and 2023, the trust account had balance of $ 18,000,701

and $ 50,880,604 , respectively.

The interest earned from the trust account totaled $ 2,581,773 and $ 3,580,311 for the year ended December

31, 2024 and 2023, respectively , which were fully reinvested

into the trust account as earned and unrealized gain on investments and therefore presented as an adjustment to the operating activities

in the Statement of Cash Flows.

held in Trust Escrow Account

of December 31, 2024, the Company had $ 55,000 in cash held in the trust escrow account which not yet been deposited to Trust Account.

Once deposited, the full amount will be invested in U.S.

government securities with a maturity of 185 days or less or in money market

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statement.

Income (Loss) per Ordinary Shares

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss)

ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public

shareholders.

As of December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per

share is the same as basic income (loss) per share for the period presented.

net income (loss) per share presented in the statements of operations is based on the following:

OF NET INCOME (LOSS) PER SHARE

Non-Redeemable

For the Year Ended December 31,

Non-Redeemable

Basic and diluted net income/(loss) per share:

Weighted-average shares outstanding

Ownership percentage

Allocation of net loss including accretion of temporary equity

Interest earned on investment held in trust account

Accretion of temporary equity to redemption value (extension deposit)

Allocation of net income/(loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, ordinary shares is classified as stockholders’ equity.

The Company’s

ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and

subject to the occurrence of uncertain future events.

Accordingly, at December

31, 2024 and 2023, the ordinary shares subject to possible redemption in the amount of $ 18,055,701

and $ 50,880,604 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s

balance sheet.

December 31, 2024, the ordinary shares reflected in the balance sheets are reconciled in the following table:

OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Ordinary Shares subject to possible redemption, December 31, 2023

Withdrawn in connection with redemption

( 35,956,676 )

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption, December 31, 2024

Promissory Note

Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own

Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance

The Company’s assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers

the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.

The conversion feature of these promissory notes meets the definition of a derivative instrument.

However, bifurcation of conversion

feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory notes are

convertible in shares of the Company’s common stock which is considered indexed to the Company’s own stock and classified

in stockholders’ equity.

Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and

interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

This was effective for the Company during the year ended December 31, 2024,

and did not have a material impact to the financial statements.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

3 - INITIAL PUBLIC OFFERING

to the IPO, the Company sold 6,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of ordinary shares and one

right to receive one-tenth (1/10) of one ordinary shares upon the consummation of the Company’s initial business combination one

right (“Public Right”).

Ten Public Rights will entitle the holder to one share of ordinary shares (see Note 7).

issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, you will not be able to receive

or trade the fractional shares underlying the rights.

On December 29, 2022, EBC fully exercised their over-allotment option, resulting

in an additional 900,000 Units issued for an aggregate amount of $ 9,000,000 .

See Note 1 for further details.

4 - PRIVATE PLACEMENTS

Simultaneously

with the closing of the IPO, the Company consummated the private sale of 390,000 Private Placement Units.

Each Unit consists of one share

of ordinary shares and one right to receive one-tenth (1/10) of one share of ordinary shares upon the consummation of the Company’s

initial business combination (“Private Right”).

The proceeds from the sale of the Private Placement Units were added to the

net proceeds from the IPO held in the trust account.

If the Company does not complete a Business Combination within the Combination Period,

the proceeds from the sale of the Private Placement Units held in the trust account will be used to fund the redemption of the Public

Shares (subject to the requirements of applicable law).

The Private Placement Units (including the underlying securities) will not be

transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500

Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

5 - RELATED PARTIES

February 7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering

costs borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment

is not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no

founder shares are currently subject to forfeiture.

April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,

our other sponsor.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,

share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public

shareholders having the right to exchange their ordinary shares for cash, securities or other property.

of December 31, 2024 and 2023, the amounts due to related parties were $ 516,883 and $ 174,837 , respectively, which is expected to be settled

upon the consummation of the business combination.

Administrative

Services Agreement

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $ 10,000 per month

for office space, utilities and secretarial and administrative support.

Upon completion of the Initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

For the year ended December 31, 2024 and 2023, the Company incurred $ 120,000

in fees respectively for these services with $ 0 and $ 96,129 paid, respectively.

Notes - Related Party

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the

Company could borrow up to an aggregate of $ 150,000 to cover expenses related to the IPO.

On April 11, 2024, the Company amended and

restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of:

(i) September 12, 2024 or (ii)

promptly after the date of the consummation of the business combination.

The Promissory Note expired on September 12, 2024.

As of December

31, 2024 and 2023, $ 0 was outstanding.

December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension

Note”) to cover expenses in connection with extensions of Business Combination Period.

The Extension Note is unsecured, interest-free

and payable on the earlier of:

(i) March 22, 2024 or (ii) promptly after the date on which the Company consummates a Business Combination

(such earlier date, the “Maturity Date”).

The Company may request, from time to time, up to $ 715,000 in drawdowns under this

Extension Note to be used for extension payments related to the Company’s Business Combination.

Principal of this Extension Note

may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

On April 15, 2024, the Company

amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date

to the earlier of:

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

25, 2024, the promissory note was further amended and restated to extend the maturity date to promptly after the date the business combination

is consummated.

As of December 31, 2024 and 2023, $ 220,000

and $ 165,000 were outstanding respectively.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which

the Company could borrow up to an aggregate of $ 400,000 .

The entire unpaid principal balance of this Note shall be payable on the earlier

(i) September 12, 2024 (six (6) months from the issuing of this Note) or (ii) promptly after the date on which Maker consummates

an initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”) (as described

in its initial public offering prospectus dated December 19, 2022 (the “Prospectus”)).

October 21, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier

(i) December 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

On January 6, 2025, the promissory

note was further amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

As of December 31, 2024 and 2023, $ 287,046 and $ 0 were outstanding, respectively.

February 22, 2024 and 2023, the Company has agreed to pay TenX Global Capital LP a total of $ 537 and $ 784 for annual website service,

respectively.

For the year ended December 31, 2024 and 2023, the Company incurred $ 559 and $ 784 in fees for these services, respectively.

6 - COMMITMENTS AND CONTINGENCY

holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of

Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement

signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale.

holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day

option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the

Proposed Public Offering price less the underwriting discounts and commissions.

On December 29, 2022, EBC fully exercised the over-allotment.

EBC was paid a cash underwriting discount of $ 1,725,000 in the aggregate.

Combination Marketing Agreement

Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation

of its initial business combination in an amount equal to 3.5 % of the gross proceeds of the IPO, or $ 2,415,000 in aggregate.

the Company will pay EBC a cash fee in an amount equal to 1.0 % of the total consideration payable in the initial Business Combination

if it introduces the Company to the target business with whom it completes an initial Business Combination.

7 - SHAREHOLDERS’ EQUITY

Shares - The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such designations,

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December

31, 2024, there were no shares of preference shares issued or outstanding.

Shares - The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of ordinary

shares are entitled to one vote for each share .

February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary

shares in exchange for $ 25,000 paid for deferred offering costs borne by the Founder.

1,725,000 ordinary shares, an aggregate of up to 225,000 ordinary shares were subject to forfeiture to the extent that the over-allotment

option is not exercised in full or in part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding

ordinary shares after the Public Offering (excluding Private Shares).

July 11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price

of $ 1,750 , or approximately $ 0.014 per share.

The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon

the price of the founder shares issued to the Sponsor.

The holders of the EBC founder shares have agreed not to transfer, assign or sell

any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their conversion rights

(or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination

and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to

complete a Business Combination within the Combination Period.

December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units ( 365,000 private units purchased by the Sponsor

and 25,000 private units purchased by EBC) at a price of $ 10.00 per unit for a total purchase price of $ 3,900,000 in a private placement.

December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received

additional 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased

by EBC) at a price of $ 10.00 per unit.

of December 31, 2024

and 2023, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 and 4,725,829

ordinary shares subject to possible redemption which are presented as temporary equity as

of December 31, 2024 and 2023, respectively.

- Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically

receive one-tenth (1/10) of one share of ordinary shares upon consummation of a Business Combination.

The Company will not issue fractional

shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise

addressed in accordance with the applicable provisions of Cayman law.

In the event the Company is not the surviving company upon completion

of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive

the one-tenth (1/10) of one ordinary shares underlying each right upon consummation of the Business Combination.

If the Company is unable

to complete a Business Combination within the required time period and the Company redeems the public shares for the funds held in the

trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

8 - FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December

31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2024, the Company has recognized the unrealizes loss of $ 92,316 .

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

December 31, 2024

Marketable securities held in the trust account

December 31, 2023

Marketable securities held in the trust account

9 - SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, the Company identified the following subsequent events that require disclosure in the financial

January 6, 2025, Promissory Note 1, Promissory Note 2, and Extension Note 2 were further amended and restated to extend the maturity

date to promptly after the date the business combination is consummated.

Promissory Note 3 was amended and restated to (i) extend

the maturity date to promptly after the date the business combination is consummated, and (ii) increase the principal amount to

On March 25, 2025, Extension Note 2 was further amended to increase the principal amount to $ 935,000 .

On April 13, 2025, the Company further amended and restated the

Promissory Note to extend the principal amount of the note to $ 350,000 .

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

(Sean) Da, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Ma, VP Finance (Principal Financial and Accounting Officer)

Hongfei Zhang

Zhang, Director

(Taylor) Zhang, Director

(David) Yan, Director

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 9A. Controls and Procedures