AMC Robotics Corp 10-K

Item 1. Business Overview AMC’s mission is to make the world a safer place through the use of high-quality, affordable and accessible vision AI technology. The Company currently sells smart hardware products designed for residential and commercial use, including smart cameras, driving recorders, action cameras and Retina K cameras. As of the date of this report, AMC’s operations are primarily focused on the sale of hardware products, and it does not currently provide integrated security products or subscription-based services directly to end users. In addition to its current product offerings, AMC is in the early stages of developing additional hardware products and technology capabilities, including IoT-enabled devices, AI-based features, wearable devices and AI robotics. These initiatives are intended to support potential future applications across commercial and industrial use cases; however, such products and capabilities remain under development and have not yet been commercialized. Our goal is to make the world a safer place. Through the use of high-quality, affordable and accessible vision AI technology, we strive to help save lives, empower businesses to succeed and ultimately make the world a safer place. Products As evidenced by the award-winning “YI” brand that we sell, we are seeking to be a leader in the research and development of video imaging and vision technologies for enterprise and consumer applications. AMC’s primary products are security cameras sourced from suppliers in Asia and distributed through e-commerce platforms across the United States, Canada and Europe. AMC’s product portfolio includes cameras designed for residential homes and small businesses, such as the YI Dome Guard, Home Camera and Outdoor Camera. AMC intends to expand its product offering in the future to include additional AI-based intelligent devices such as wearable devices, including AI glasses, drones and AI robots, as well as related functionality and features for these products. Sales AMC has two primary revenue streams: (1) product sales, including sales through e-commerce platforms and to related parties, and (2) revenue sharing arrangements with its related party, Kami, related to cloud-based services and intelligent information services, including video storage, image analysis and alert and detection functionalities. With respect to its product sales, AMC historically sold its products through Amazon across the United States, Canada, and Europe. The Amazon online stores for the respective regions operated under the entities Ants, Shanghai Xiaoyun Technology Limited (“Xiaoyun”), and Kunshan Yishijue Technology Limited (“Yishijue”). These entities authorized AMC to utilize their Amazon accounts free of charge for a duration of five years, starting from October 21, 2021 and expiring on October 20, 2026 (hereinafter referred to as the “Authorization Agreement”). Ants is 95% owned by Mr. Da. Until April 2022, revenues collected from Amazon customers were paid into Ants’ virtual bank account on PingPong, a cross-border payments platform. However, commencing in April 2022, AMC acquired control of the payments platform and revenues are now paid directly to AMC. Effective as of January 9, 2025, the ownership of Amazon store North America has been successfully transferred to AMC from Ants. Yishijue has no business operations other than owning an Amazon online store in Europe. Xiaoyun was founded to provide services for patent applications and intellectual property management. There are two nominal individuals who hold shares of Yishijue and Xiaoyun on behalf of Mr. Da and Mr. Da controls the primary economic activities of Yishijue and Xiaoyun, such as the authorization or transfer of the Amazon stores to AMC. Historically, Xiaoyun and Yishijue operated as variable interest entities (“VIEs”) and assumed the associated risks and rewards, making AMC the primary beneficiary. AMC did not own any equity interests in the VIEs. Instead, AMC was regarded as the primary beneficiary of the VIEs for accounting purposes and consolidated the financial results of the VIEs under U.S. GAAP. In August 2024, AMC and the two VIEs entered into separate business transfer agreements. Under these agreements, Xiaoyun and Yishijue agreed to transfer all of their ownership in the Amazon online stores to AMC, including, but not limited to, the ownership of the store, business operation rights, customer resources, operational data, technical data, brand usage rights, intellectual property rights (such as trademarks, patents, copyrights, if applicable), and other assets and rights related to the operation of the Amazon online stores in exchange for an aggregate payment of RMB30,000 for each entity. Once the stores were successfully transferred to AMC, Xiaoyun and Yishijue would no longer be VIEs. However, in December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue. AMC does not currently generate revenue from directly providing software solutions or subscription-based services. Instead, the Company earns revenue through (i) product sales and (ii) revenue-sharing arrangements with related-party service providers, including Kami, which provide cloud-based services such as video storage and related functionality to end users. 1 Table of Contents With respect to Kami, AMC has entered into a revenue-sharing agreement pursuant to which AMC receives a percentage of revenues generated from the services provided. The revenue-share schedule is as follows: Annual subscription periods Percentage basis Inception through June 30, 2025 From July 1, 2025 Onwards First year during which an end user starts the cloud service subscription from Kami 30% 30% Second year during which an end user continues the cloud service 15% 30% Third year and thereafter during which an end user continues the service subscription from Kami 0% 30% AMC recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales. The agreement includes standard commercial terms, service obligations, and confidentiality provisions. The agreement also contains provisions for termination by either party with a notice period of 30 days. For the fiscal years ended December 31, 2025 and 2024, Kami accounted for approximately 48% and 27% of AMC’s revenue, respectively, and represented 78 % and 68% of its accounts receivable at December 31, 2025 and 2024, respectively. AMC recognizes revenue from its revenue-sharing arrangements when the underlying service provider earns and collects consideration from end users or third-party platforms associated with the Company’s products. For cloud-based subscription services, revenue is recognized when the service provider receives subscription payments from users referred by the Company. For intelligent information service arrangements, revenue is recognized when Kami generates monetization revenue from third-party platforms and reports the Company’s contractual share. Platforms The Company is in the early stages of developing next-generation technology platforms intended to enhance the functionality of its hardware products. These platforms are expected to incorporate AI-based capabilities, including data processing, application interfaces and improved user interaction features. However, these platforms are still under development and are not currently commercially available. Technology Advantages The Company is evaluating certain technologies that may differentiate its products from competing solutions, including: ● Dual Chip Design – A multi-processor architecture designed to enable switching between performance and low-power modes, which may improve power efficiency and battery life. ● Artificial Intelligence Capabilities – The use of machine learning, natural language processing, computer vision, and predictive analytics to support functionalities such as monitoring, automation, and data analysis. These capabilities are expected to be supported primarily by third-party technologies. ● Third-Party AI Integration – The integration of external AI components, such as pre-trained models and software libraries, to support system functionality and scalability. ● 22nm Semiconductor Design – A chip design based on a 22nm process that may provide cost efficiencies, improve thermal performance, and reduced current leakage. ● Edge Computing (Under Evaluation) – The Company is assessing technologies that enable data processing at or near the device level to potentially reduce latency; however, no active development initiatives are currently in place. ● Interface and System Enhancements – The Company is evaluating improvements in hardware and software interfaces, including compatibility with external systems and applications, to enhance usability. 2 Table of Contents Strategy & Positioning We intend to maintain our market position and expand into new market opportunities by continuing to develop and deploy innovative technologies and by expanding our ecosystem of partners. Our key go-to-market strategies include: Narrow Targeted Niche The Company focuses on a targeted niche market characterized by specific application requirements, which allows it to tailor its hardware and software solutions to those use cases. By concentrating on defined customer segments and limited functionality, the Company seeks to differentiate its offerings through customization, cost efficiency, and integration with third-party technologies. Larger technology providers may prioritize broader, mass-market applications, and as a result may not focus on specialized use cases targeted by the Company. Focus We seek to solve only one or two core user needs within the niche using affordable hardware and scalable manufacturing. By focusing on these needs, we believe we can maximize our position in the market. Invest in Our Platforms The Company is evaluating the development of software functionality intended to enhance the performance and usability of its hardware products, including features related to video processing, data management and user interface improvements. At this time, the Company does not operate a standalone platform and any such capabilities remain in the early stages of assessment and development. The Company may invest in expanding product features and related technology capabilities for its camera products in residential and commercial markets. As vision AI technologies continue to evolve and more devices become connected, the Company intends to explore opportunities to integrate its products with third-party systems and applications; however, these initiatives are preliminary and there can be no assurance as to their timing or successful implementation. Channel Expansion In addition to the existing channels we have built, we intend to continue to develop partnerships in areas such as shopping mall management, parking lots, senior care management, building construction and other related areas. Pursue Selective Strategic Acquisitions We may selectively pursue future acquisitions of businesses, technologies, or products that complement our platforms or align with our overall growth strategy. Such acquisitions could expand our team and/or technology portfolio to help us add new features to our platforms, accelerate the pace of our innovation or help us access attractive markets. Manufacturing and Sourcing AMC does not directly manufacture any of its products. Instead, all physical products are sourced from related party suppliers. AMC works closely with these suppliers to ensure key standards such as product quality, compliance and timely delivery. 3 Table of Contents AMC does not currently develop software or technology features internally. Any software functionality associated with its products is provided by third-party partners or service providers. Research and Development We invest resources in research and development to enhance our platforms and applications, support our technology infrastructure, develop new capabilities and conduct quality assurance testing. We expect to invest in continued research and development efforts to expand the capabilities of our technology. Our research and development of new products and services is a multidisciplinary effort across our product management, program management, software engineering, device engineering, quality engineering, configuration management and network operations teams. AMC is evaluating research and development initiatives primarily focused on robotics-related technologies and enhancements to its hardware products. These efforts are at an early stage and are intended to support potential future product development and innovation. The Company’s research and development activities are limited in scope and primarily consist of evaluating design concepts, engaging with third-party partners and assessing potential technologies. The Company has not yet committed to a definitive development timeline or commercialization plan, and there can be no assurance as to the timing or successful implementation of these initiatives. Foreign Operations To date, AMC’s business is mainly located in the United States. However, it sells products in the United Kingdom and certain European countries. Additionally, to a lesser extent, AMC conducts certain operations in China, including sourcing materials and providing services through its relationships with China-based suppliers and affiliates. AMC also historically benefited from its partnerships with Xiaoyun and Yishijue, which are headquartered and operated in China. However, in December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue. Competitive Environment The market in which we operate is fragmented, competitive and constantly evolving. We expect competition to continue from existing competitors as well as potential new market entrants in the interactive security, video monitoring and intelligent automation markets. Our current competitors include providers of other technology platforms in interactive security, including Alarm.com, Google Nest, Blink by Amazon, Avigilon, Alula, Eagle Eye Networks Inc., Eufy by Anker and Honeywell International Inc. Many of our competitors have long operating histories, greater name recognition and large customer bases. We expect to encounter new competitors as we enter new markets as well as increased competition. In addition, there may be new technologies that are introduced that reduce demand for our products or make them obsolete. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties and rapidly acquire significant market share. Increased competition could also result in price reductions and loss of market share, any of which could result in lower revenue and negatively affect our ability to grow our business. We believe the principal competitive factors in the security surveillance market include the following: ● simplicity and ease of use; ● ability to offer persistent awareness, control, and intelligent automation; ● breadth of features and functionality provided; ● flexibility of the products and ability to personalize for the individual consumer; ● compatibility with a wide selection of third-party devices; ● pricing, affordability, and accessibility; ● sales reach and local installation and support capabilities; and ● brand awareness and reputation. We believe we compete favorably with respect to these factors. Additionally, we believe our AI-based software platforms and edge computing products will help further differentiate us from competitors. Nevertheless, our competitors may have substantially greater financial, technical and other resources, greater brand recognition, larger sales and marketing budgets and broader distribution channels than we do. As a result, we may not compete effectively. 4 Table of Contents Our Intellectual Property The Company has filed certain patent and trademark applications related to its technology and branding, which are in various stages of review and approval, and there can be no assurance that any such applications will be granted. The Company’s ability to compete depends in part on its ability to protect its proprietary technology and intellectual property rights, and it relies on a combination of patent, trademark, copyright and trade secret laws, as well as license agreements, confidentiality agreements and other contractual protections. Our Human Capital Resources The Company has a limited number of full-time employees and engages outsourced contractors to support its operations, including sales and marketing and general and administrative functions. The Company also engages consultants and temporary personnel from time to time. None of the Company’s employees is covered by collective bargaining agreements, and management considers its relationships with its personnel to be good. We believe attracting, motivating and retaining talent at all levels is critical to continue our success. By improving employee retention and engagement, we believe we are also improving our ability to support our service provider partners and protect the long-term interests of our stockholders. We invest in our employees through benefits and various health and wellness initiatives and offer competitive compensation packages, ensuring fairness in internal compensation practices. Government Regulations Our business, operations and service provider partners are subject to various U.S. federal, state and local consumer protection laws, licensing regulation and other laws and regulations, and to similar laws and regulations in the other countries in which we operate. Compliance with these laws, rules, and regulations has not had a material effect upon our capital expenditures, results of operations or competitive position. Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, business acquisitions, consumer protection, and taxes, could have a material impact on our business in subsequent periods. In particular, we are subject to the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, and possibly other anti-bribery laws, including those that comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and other international conventions. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or benefits to recipients in the public or private-sector. Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks. Our company has direct government interactions and in several cases uses third-party representatives, including dealers, for regulatory compliance, sales and other purposes in a variety of countries. These factors increase our anti-corruption risk profile. We can be held liable for the corrupt activities of our employees, representatives, contractors, partners and agents, even if we did not explicitly authorize such activity. We are also subject to data privacy and security laws, anti-money laundering laws (such as the USA PATRIOT Act), and import/export laws and regulations in the United States and in other jurisdictions. We are also subject to certain foreign regulations based on the jurisdictions we operate in, including laws in the PRC such as the PRC Labor Contract Law. Refer to “Risk Factors” for a discussion of the potential impacts related to the governmental regulations applicable to us. Corporate Information AMC Robotics Corporation (formerly known as AlphaVest Acquisition Corp) was incorporated in the Cayman Islands on January 14, 2022. AMC Washington was incorporated under the laws of the State of Washington on October 21, 2021. On December 9, 2025, the parties consummated the Business Combination, including the Domestication of the Company whereby the Company became a Delaware corporation. Historically, AMC maintained contractual arrangements with Xiaoyun and Yishijue through VIEs, which enabled AMC to control and consolidate their financial results. Under the VIE structure, AMC held effective control over the VIE’s primary economic activities and assumed the associated risks and benefits from the economic rewards through contractual arrangements, making AMC the primary beneficiary for accounting purposes. Through authorization agreements, AMC was able to operate the Amazon store UK and Amazon store Europe free of charge for a duration of 5 years, starting from October 21, 2021, which are owned by Xiaoyun and Yishijue, respectively. Through these contractual arrangements, AMC bore all risks of loss and was entitled to all benefits derived from Yishijue and Xiaoyun. In December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue. 5 Table of Contents Implications of Being an Emerging Growth Company and Smaller Reporting Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. The Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following December 31, 2030, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined Company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. We are also a “smaller reporting company,” and we will continue to be a “smaller reporting company” if either (i) the market value of our stock held by non-affiliates is less than $250.0 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosures and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Market Price, Ticker Symbols and Dividend Information Market Price and Ticker Symbols Our Common Stock is currently listed on Nasdaq under the symbol “AMCI.” On April 10, 2026, the closing price of our Common Stock was $6.25. Holders As of April 20, 2026, there were 22,595,363 shares of Common Stock issued and outstanding held of record by 36 holders. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Common Stock are held of record by banks, brokers and other financial institutions. Dividend Policy We have not paid any cash dividends on our capital stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by any outstanding preferred stock and covenants of any existing and future outstanding indebtedness. We do not anticipate declaring any cash dividends to holders of Common Stock in the foreseeable future. As a result, you may not receive any return on an investment in our Common Stock unless you sell your Common Stock for a price greater than that which you paid for it. 6 Table of Contents