AMC Robotics Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our 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. Based 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 below. Management’s Annual Report on Internal Control over Financial Reporting Management 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. GAAP. Management 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. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 because material weaknesses existed. The material weaknesses that have been identified for AMC are as follows: ● Lack of Experienced Accounting Team — AMC lacks qualified in-house accounting staff and resources with adequate knowledge of U.S. GAAP. A third-party consulting firm has been engaged to prepare financial statements and footnote disclosures in accordance with U.S. GAAP. ● Lack of Duty Segregations — The Company separates the duties at certain areas, but there is only one person responsible for various functions of the Company, including processing payments and Human Resource functions. All other individuals involved in these processes are engaged through independent contractor roles. ● Lack of sufficient inventory management process and control system — AMC does not have a sufficient inventory management process or control system. ● Lack of proper approval for related party transactions — AMC lacks a formal approval process for related party transactions. AMC 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. These material weaknesses could result in misstatements of account balances or disclosures that would not be prevented or detected on a timely basis. Accordingly, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025. Remediation Plan We 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. Changes in Internal Control over Financial Reporting Except 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 reporting. Attestation Report of the Registered Public Accounting Firm This 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. 41 Table of Contents Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Item 10. Directors, Executive Officers and Corporate Governance The following persons are the members of our board of directors and our executive officers as of the date of this Annual Report: Name Age Position Executive Officers Shengwei (Sean) Da 56 Chief Executive Officer, Chairman and Director Min Ma 45 VP, Finance Directors Hongfei Zhang 61 Director Dahe (Taylor) Zhang 47 Director Yong (David) Yan 52 Director Shengwei (Sean) Da Shengwei Da has served as Chairman and Chief Executive Officer of AMC Robotics effective as of the Closing Date. Mr. Da is the founder of AMC and the “YI” brand and has served as its Chairman of the Board of Directors since its formation in October 2021. Prior to founding AMC, he founded Kami, a provider of AI-based care services for seniors both at home and at assisted living facilities, in 2019, where he also served as Executive Chairman. From April 2014 to January 2021, Mr. Da served as Chairman and Chief Executive Officer at YI Technology, Inc., a provider of internet protocol cameras. Additional experience includes serving as Engineering Director at Intersil from December 2009 to August 2011, Chief Technology Officer at Rock Semiconductor from 2005 to December 2009, and Staff Design Engineer at Analog Device in the Power Management Group from 2002 to 2005. Early in Mr. Da’s career, he held the role of Member of Technical Staff in the High Speed Data Converter Group at Maxim Integrated Products from June 2000 to May 2002. Mr. Da holds a Ph.D. in Electrical Engineering from the University of California, Davis and a BSEE from Tsinghua University in China. Min Ma Min Ma has served as VP, Finance, of AMC Robotics effective as of the Closing Date. Mr. Ma has been VP, Finance, of AMC since March 2024. He is a seasoned executive with over 20 years of experience at the intersection of venture capital, finance, and technology. He brings a track record of strategic investment, operational leadership, and innovation across high-growth technology sectors. Most recently, from January 2019 to October 2023, Mr. Ma served as Chief Financial Officer and a member of the founding team at Chowbus, a technology-driven SaaS company revolutionizing restaurant services. Prior to that, from January 2018 to December 2018, he served as Executive Director at Fosun International, where he led investments in early-stage technology companies, helping to identify and scale transformative startups. Prior to Fosun, he held the position of Vice President at Fidelity Investments, focusing on private equity investments in the technology domain, where he drove capital deployment strategies and portfolio value creation. Mr. Ma holds an MBA from the Kellogg School of Management at Northwestern University. Hongfei Zhang Hongfei Zhang has served as a member of the board of directors since the Closing Date. Mr. Zhang has experience in several sectors including quantitative finance and securities. Mr. Zhang has served as Managing Partner at KIG Capital Advisors, a financial services and direct investment firm focusing on US-China cross border opportunities, since 2011. While at KIG, Mr. Zhang has been overseeing private equity and venture capital investments in technology, biotech, and consumer sectors, with interests in ESG, crypto, and Web3. From 2001 to 2011, he was Chief Risk Officer at Dexia Financial Products, managing risk, derivatives, and asset/liability functions. Previously, he held roles as Vice President at Deutsche Bank focused on risk analytics, and Director of Investment at Nationwide, where he developed early insurance hedging strategies. Mr. Zhang received a BS in Applied Mathematics from Tsinghua University and doctorate in Mathematics from Delft University of Technology. 42 Table of Contents Dahe (Taylor) Zhang Dahe (Taylor) Zhang has served as a member of the board of directors since the Closing Date. Mr. Zhang has served as managing director at Ascendant Global Advisor, Inc since 2018. He has also served as Chief Financial Officer of Cayson Acquisition Corp, a blank check company (Nasdaq: CAPN), since May 2024. He previously served as Chief Financial Officer and Executive Director of TenX Keane Acquisition, a blank check company (Nasdaq: TENK), from March 2021 to August 2024 when the company successfully consummated its initial business combination with Citius Oncology Inc (Nasdaq: CTOR), a platform to develop and commercialize novel targeted oncology therapies. In December 2025, Citius Oncology launched LYMPHIR, approved by the FDA for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. From May 2009 to December 2021, Mr. Zhang served as Chief Financial Officer and executive director of XD Plastics Company Limited (“XD”), where he oversaw XD’s major financial and capital market matters, including exchange listing, direct equity financing from international prominent institutional investors and a global bond offering. During his tenure at XD, its revenue grew at CAGR of 56% and exceeded US$1 billion in six years after its listing. From May 2008 to March 2009, Mr. Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc. Mr. Zhang received a bachelor’s degree in mechanical and electronic engineering from Beijing Technology and Business University and an M.B.A. from University of Florida. Dr. Yong (David) Yan Yong (David) Yan has served as a member of the board of directors since the Closing Date. Mr. Yan, AlphaVest’s Chief Executive Officer until closing of the 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, Dr. Yan was the General Manager and CIO of Hubei Hongtai Industrial Investment Fund, a private equity fund of funds. Previously, Dr. Yan was a Managing Director of Fosun Group, one of the largest private conglomerates in China, where he was in charge of investments in the financial sectors, such as online financial platform, securitization and fin-tech, as well as building an in-house P2P platform. Prior to joining the Fosun Group, Dr. Yan was the General Manager of New Product Development at Lufax, one of the world’s largest fintech companies, owned by PingAn Group. Prior to moving to China in early 2014, Dr. Yan worked on Wall Street for almost 15 years, including 10 years at Credit Suisse, as the head of research of the global structured product market. Dr. Yan also worked at other financial firms such as Merrill Lynch. Dr. Yan is the ex-President of TCFA (The Chinese Finance Association) in New York. He is also a Vice President of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing. Mr. Yan received a Ph.D. in Finance from the University of Alabama and is a CFA charter holder. Controlled Company Exemption Sean 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 committees; (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. 43 Table of Contents Role of Board in Risk Oversight One 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. The Company’s Compensation Committee also assesses and monitors whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. Director Independence The 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. The 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. Committees of the Board of Directors We 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. Audit Committee Yong (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. The functions of the Audit Committee include, among other things: ● appointing, compensating, retaining, evaluating, terminating and overseeing AMC’s independent registered public accounting firm; ● discussing with AMC’s independent registered public accounting firm their independence from management; ● reviewing, with AMC’s independent registered public accounting firm, the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by AMC’s independent registered public accounting firm; ● overseeing 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; ● overseeing AMC’s financial and accounting controls and compliance with legal and regulatory requirements; ● reviewing AMC’s policies on risk assessment and risk management; ● reviewing related person transactions; and ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. 44 Table of Contents The 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. The 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. Compensation Committee Yong (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. The functions of the Compensation Committee include, among other things: ● reviewing 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; ● overseeing an evaluation of the performance of and reviewing and setting or making recommendations to the Board regarding the compensation of our other executive officers; ● reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans, policies and programs; ● reviewing and approving all employment agreement and severance arrangements for our executive officers; ● making recommendations to the Board regarding the compensation of our directors; and ● retaining and overseeing any compensation consultants. The 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. The 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. Nominating and Governance Committee Yong (David) Yan, Dahe (Taylor) Zhang and Hongfei Zhang are currently the members of the Nominating and Corporate Governance Committee. The board of directors has determined that each of the members of the Compensation Committee satisfies the independence requirements of Nasdaq. 45 Table of Contents The 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. The 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. Code of Business Conduct and Ethics The 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 Agreements On 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. Insider Trading Policy We 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. Item 11. Executive Compensation This 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. 46 Table of Contents Summary Compensation Table The 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. Name and Principal Position Year Salary ($) Bonus ($) All Other Compensation ($) Total ($) Sean Da 2025 - - - - Chairman 2024 - - - - Narrative Disclosure to the Summary Compensation Table Employment Arrangements with Named Executive Officer Mr. Da serves as AMC’s Chairman and Chief Executive Officer and is employed on an at-will basis. Mr. 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. During 2025, Mr. 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. Annual Bonus Compensation For the fiscal years ended December 31, 2025 and 2024, AMC did not maintain any cash-based annual bonus plan. Equity-Based Incentives For the fiscal year ended December 31, 2024, AMC did not provide equity-based incentives to the named executive officer. Since consummation of the Business Combination, AMC has had the 2025 Incentive Plan in effect and may make grants of awards under such plan. No such awards have been granted as of the date of this Annual Report. Additional Narrative Disclosure Retirement Benefits AMC 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 Plans AMC 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 insurance; and ● a health savings account. 2025 Incentive Plan We are authorized to grant equity awards to eligible officers, directors, employees and consultants following consummation of the Business Combination. 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. 47 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock by: ● each person who is known to be the beneficial owner of more than 5% of the Common Stock; ● each executive officer and director; and ● all executive officers and directors, as a group. Beneficial 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. Unless 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. Name of Beneficial Owner (1) Number of Shares % of Common Stock Directors and Executive Officers Shengwei (Sean) Da 20,883,707 (2) 83.2 % Min Ma - Hongfei Zhang - Dahe (Taylor) Zhang (3) 557,232 2.2 % Yong (David) Yan) - All executive officers and directors as a group (5 persons) 21,440,939 85.4 % 5% of Greater Stockholders - Peace Capital Limited (4) 1,322,916 5.3 % Pengfei Zheng (5) 1,322,916 5.3 % (1) Unless 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. (2) Represents (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. (3) AlphaVest 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. (4) Peace Capital Limited is the record holder of the shares reported herein. Pengfei Zheng is the sole director and stockholder of Peace Capital Limited. 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. (5) Includes 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. 48 Table of Contents Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders — — 1,129,770 Equity compensation plans not approved by security holders — — — Total — — 1,129,770 (1) 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. Item 13. Certain Relationships and Related Transactions, and Director Independence The 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: Name Relationship with the Company Sean Da CEO and Board Chair, and majority stockholder Senslab HK Limited (hereinafter referred to as “Senslab HK”) Affiliate of Sean Da Senslab Technology Co., Ltd (hereinafter referred to as “Senslab SH”) Affiliate of Sean Da Ants Technology (HK) Limited (hereinafter referred to as “Ants”) Affiliate of Sean Da Kami Vision Incorporated (hereinafter referred to as “Kami”) Affiliate of Sean Da Yunyizhilian Information Technology Co., Ltd (hereinafter referred to as “Yunyizhilian”) Entity under common control with Mr. Sean Da. Shanghai Xiaoyun Technology Co., Ltd. (hereinafter referred to as “Xiaoyun”) Formerly VIE ZKCam Co., Ltd. (“ZKCam”) Minority Stockholder of the Company 49 Table of Contents Impact of Related Party Transactions on Operations During 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 Years ended December 31, 2025 2024 Revenue share – related party (Kami) $ 3,118,617 $ 2,754,788 Product revenue - related party (Kami) 3,833 6,270 Product revenue - related party (ZKCam) 511,922 - Product cost - related party (Senslab) (2,223,113 ) (6,002,463 ) (Provision)/reversal for credit losses (Ants) - 1,262,146 General and administrative expenses - Consulting fee-related party (Kami) (234,912 ) (334,317 ) General and administrative expenses - Stockholder’s business travel expense (Sean) (91,655 ) - General and administrative expenses - Financial consulting fee (Ants) (60,000 ) (60,000 ) Other income - Marketing incentive subsidy income (Kami) 1,217,586 1,779,528 Interest expense (Ants) - (18,999 ) Total impact on pre-tax loss $ 2,242,278 $ (613,047 ) % of pre-tax income (loss) 306 % 80 % 50 Table of Contents Related Party Balances As of December 31, 2025 and 2024, balances with related parties were as follows. Related Party Transactions As of December 31, 2025 Balance Sheet Ants Senslab SH Senslab HK Xiaoyun ZKCam Kami Sean Da Total Accounts receivable - related party $ $ - $ - $ 433,888 $ 1,632,002 $ - $ 2,065,890 Other receivable - related party, net 4,872 26,406 4,035 440,596 475,909 Including: - - - - Other receivable - related party 4,872 26,406 4,035 440,596 475,909 Advance to suppliers – related party 21,387 21,387 Prepayment - related party 66,844 - - - - 66,844 Related Party Transactions As of December 31, 2024 Balance Sheet Ants Senslab SH Senslab HK Kami Sean Da Yunyizhilian Total Accounts receivable - related party $ - $ - $ - $ 190,168 $ - $ - $ 190,168 Other receivable - related party, net 1,790,009 - - 169,833 - - 1,959,842 Including: - - Other receivable - related party 1,790,009 - - 169,833 - - 1,959,842 Note receivable - stockholder - - - - 15,862 - 15,862 Prepayment - related party 126,965 - - - - - 126,965 Accounts payable - related party - 6,258,235 2,285,008 - - - 8,543,243 Other payable - related party - - - - - 6,269 6,269 51 Table of Contents Specifically, transactions with each related party presented in the above tables are as follows: Senslab HK Limited and Senslab Technology Co., Ltd December 31, December 31, 2025 2024 Balance % of Total Assets Balance % of Total Assets Advance to suppliers - related party (Senslab HK) $ 21,387 1 % $ - - % Other receivable - related party (Senslab SH) 26,406 1 % - - % Total $ 47,793 1 % $ - - % December 31, December 31, 2025 2024 Balance % of Total Liability Balance % of Total Liability Accounts payable - related party (Senslab HK) $ - - % $ 2,285,008 24 % Accounts payable - related party (Senslab SH) - - % 6,258,235 65 % Total $ - - % $ 8,543,243 89 % Sean 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. During 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. As 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. As 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. Accordingly, as of December 31, 2025, there were no outstanding accounts payable balances due to either entity. Ants Technology (HK) Limited December 31, December 31, 2025 2024 Balance % of Total Asset Balance % of Total Asset Prepayment - related party $ 66,844 1 % $ 126,965 2 % Other receivable - related party, net 4,872 0 % 1,790,009 24 % Allowance for credit losses - - % - - % Total $ 71,716 1 % $ 1,916,974 26 % 52 Table of Contents The Amazon online store for the North America region historically operated under Ants Technology (HK) Limited (hereinafter referred to as “Ants”). 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”). In January 2025, the Company terminated the Authorization Agreement early and assumed ownership and control of the Amazon online store from Ants. 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. Sean Da, the Company’s majority stockholder, owns 95% of Ants. Prepayment – Related Party Upon 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. The 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. For 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. As of December 31, 2025 and 2024, the remaining prepayment balance was $66,844 and $126,965 , respectively. Other receivable – related party (Ants) As 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. 53 Table of Contents The following table presents the movement of “other receivable – related party” balances due from Ants: Years ended December 31, 2025 2024 Balance at the beginning of the period $ 1,790,009 $ 1,768,473 Amazon Payments Ants Received (1) - (346,458 ) Repayment from Ants (1) (1,790,009) - Inventory Transfer /(Procurement) (2) 4,872 427,994 Financial Consulting (3) - (60,000 ) Balance at the end of the period $ 4,872 $ 1,790,009 (1) (1) 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. Accordingly, 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. (2) 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. (3) The 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 balance. Provision for credit losses – related party The 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. During 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. Accordingly, 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. The following table presents the movement of the allowance for credit losses: Years ended December 31, 2025 2024 Balance at beginning of the period $ - $ 1,262,146 Provision for credit loss - - Reversal of credit loss previously recorded - (1,262,146 ) Balance at the end of the period $ - $ - 54 Table of Contents Note payable – related party On 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. As 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. Kami Vision Incorporated Sean Da also serves as Chief Executive Officer of Kami and holds approximately 80% ownership of Kami. Revenue-Sharing Arrangement – Cloud Services In October 2021, the Company entered into a revenue-sharing agreement with Kami related to cloud-based services associated with the Company’s products. These services include storage of recorded video data, image analysis, and alert and intelligent detection services provided to end users. Under the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenues generated from those customers. On 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 date. 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% For 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 On October 1, 2025, the Company entered into a revenue-sharing arrangement related with Kami. Under 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. The 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. For the year ended December 31, 2025, the Company recognized $222,661 of revenue under this agreement. 55 Table of Contents Accounts receivable – related party December 31, December 31, 2025 2024 Balance % of Total Asset Balance % of Total Asset Accounts receivable - related party $ 1,632,002 13 % $ 190,168 3 % Other receivable - related party, net - - % 169,833 2 % Total $ 1,632,002 13 % $ 360,001 5 % Accounts 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. Other 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. The 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. Subscription Receivable – Related Party In 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. The Company received the full subscription proceeds during 2025, and the transaction was recorded within stockholders’ equity. Accordingly, no subscription receivable was outstanding as of December 31, 2025. Other Receivable – Related Party and Marketing Incentive Subsidy Income The Company entered into market promotion subsidy agreements with Kami effective January 1, 2024 and January 1, 2025, respectively. Under 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. The subsidy amounts are determined based on agreed marketing activities performed and are invoiced periodically by the Company to Kami. As 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.” For the years ended December 31, 2025 and 2024, the Company recognized marketing incentive subsidy income of $1,217,586 and $1,779,528, respectively. As of December 31, 2025 and 2024, the Company had other receivable – related party balances of $nil and $169,833, respectively. The decrease in 2025 primarily reflects the collection of outstanding balances from Kami. PIPE Financing Funds In 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. Accordingly, the Company recorded the amount as a liability within “PIPE financing proceeds received in advance.” Upon 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. 56 Table of Contents Product revenue – related party To 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. For 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. Consulting fee The 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. There were no outstanding balances payable to Kami related to consulting services as of December 31, 2025 or 2024. Sean Da As 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. These balances primarily represent advances made for business travel and related expenditures incurred on behalf of the Company. As 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. Beginning 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 statements. For 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.” December 31, December 31, 2025 2024 Balance % of Total Asset Balance % of Total Asset Subscription receivable - stockholder $ - 0 % $ - 0 % Note receivable – stockholder - 0 % 15,862 0 % Other receivable – related party 440,596 0 % - 0 % Total $ 440,596 0 % $ 15,862 0 % 57 Table of Contents Yunyizhilian Information Technology Co., Ltd December 31, December 31, 2025 2024 Balance % of Total Liability Balance % of Total Liability Other payable - related party $ - 0 % $ 6,269 0 % Yunyizhilian Information Technology Co., Ltd. (“Yunyizhilian”) is affiliated with Ants Technology (HK) Limited (“Ants”), which is a related party of the Company. Amounts 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. The Company evaluated and recorded the related-party payable balance as of December 31, 2025 based on the underlying books and records. ZKCam Technology Limited December 31, December 31, 2025 2024 Balance % of Total Assets Balance % of Total Assets Accounts receivable - related party $ 433,888 3 % $ - 0 % ZKCam 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. Amounts 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 demand. 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. There was no 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. Shanghai Xiaoyun Technology Co., Ltd . December 31, December 31, 2025 2024 Balance % of Total Assets Balance % of Total Assets Other receivable - related party $ 4,035 3 % $ - 0 % Shanghai 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. 58 Table of Contents Following the deconsolidation, Xiaoyun is considered a related party of the Company. Amounts 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. There was no 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 collectability on an ongoing basis and believes the amount is recoverable as of December 31, 2025. Related Person Transactions Policy The 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. Related 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. Under 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. All related person transactions must be approved or ratified by the audit committee in accordance with the policy. Director Independence The 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. The Company’s independent directors meet in executive session on a periodic basis without the presence of management. Item 14. Principal Accounting Fees and Services The following is a summary of fees paid or to be paid to UHY LLP for services rendered. Audit Fees During the fiscal years ended December 31, 2025 and 2024, audit fees paid to UHY LLP were $542,529 and $448,001, respectively. 59 Table of Contents Audit-Related Fees During 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. We paid UHY LLP audit-related fees for the years ended December 31, 2025 and 2024, were $334,968 and 85,474, respectively. Tax Fees We did not pay UHY LLP any tax fees for the years ended December 31, 2025 and 2024. Pre-Approval Policy Our 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). Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Financial Statement Schedules Financial Statements The 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. Financial Statement Schedules All 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 The 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. Exhibit No. Description 2.1 Business Combination Agreement (incorporated by reference to Exhibit A to the Company’s definitive proxy statement dated September 2, 2025) 2.2 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) 3.1 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) 3.2 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) 3.3 Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on December 15, 2025) 4.1 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) 4.2 Description of Securities (filed herewith) 10.1 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) 10.2 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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) 14 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) 19.1 Insider Trading Policy (filed herewith) 31.1 PEO Section 302 Certification 31.2 PFO Section 302 Certification 32.1 PEO Section 906 Certification 32.2 PFO Section 906 Certification 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Item 16. Form 10-K Summary None. 60 Table of Contents SIGNATURES Pursuant 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 By: /s/ Shengwei Da Shengwei (Sean) Da Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Date: April 20, 2026 Pursuant 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. Signature Title Date /s/ Shengwei Da Shengwei (Sean) Da, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) April 20, 2026 /s/ Min Ma Min Ma, VP Finance (Principal Financial and Accounting Officer) April 20, 2026 /s/ Hongfei Zhang Hongfei Zhang, Director April 20, 2026 /s/ Dahe Zhang Dahe (Taylor) Zhang, Director April 20, 2026 /s/ Yong Yan Yong (David) Yan, Director April 20, 2026 61