What changed in this filing

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Item 1. Financial Statements

2026-05-19 compared with 2025-11-19 · 1254 added, 705 removed, 44 unchanged (98% of the section changed)

1 – Financial Statements

ACQUISITION CORP

BALANCE SHEETS

September 30, 2025

December 31, 2024

ROBOTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

Current assets

Cash and cash equivalents

Accounts receivable

Accounts receivable - related party

Accounts receivable

Inventories, net

Prepaid expenses

Other receivable

Other receivable - related party, net

Other receivable

Advance to suppliers

Advance to suppliers – related party

Advance to suppliers

Prepayment - related party (current)

Total current assets

Marketable securities held in trust account

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Right-of-use asset

Other non-current assets

Prepayment - related party

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

Accrued underwriting discount

Accounts payable - related party

Accounts payable

Accrued and other liabilities

Other payable - related party

Other payable

Due to related party

Promissory notes – related party

Promissory notes – third party

Promissory notes

Lease liability - current

Warranty liabilities - current

Total current liabilities

Lease liability - noncurrent

Warranty liabilities - noncurrent

TOTAL LIABILITIES

Commitments and contingencies

Ordinary shares subject to possible redemption ( 1,574,356 shares at $ 12.02 and $ 11.47 per share as of September 30, 2025 and December 31, 2024, respectively)

Shareholders’ Deficit:

Preferred shares, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

2,280,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Stockholders’ equity

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 22,600,363 and 22,595,363 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

( 5,239,137 )

( 1,745,864 )

Total Shareholders’ Deficit

Accumulated deficits

( 27,192,508 )

( 27,338,109 )

T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF OPERATIONS

Accumulated other comprehensive loss

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ROBOTICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three months ended

September 30,

Nine Months Ended

September 30,

Formation and operating costs

Loss from operations

Product revenue

Product revenue - related party

Revenue share – related party

Total Revenues

COST OF REVENUES

E-commerce platform expenses

Product cost - related party

Delivery and freight cost

Inventory impairment losses

Total Cost of Revenues

( 1,304,195 )

OPERATING EXPENSES

General and administrative expenses

Sales and marketing expenses

Research and development expenses

Total Operating Expenses

( 1,236,083 )

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSES)

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Bank interest income

Total other income

Other income - related party

Other income (loss), net

Interest income

Interest expense

Total Other Income , Net

INCOME (LOSS) BEFORE INCOME TAX

Income tax expense

NET INCOME (LOSS)

$ ( 2,651,350 )

$ ( 2,619,286 )

Weighted average common stock outstanding, common stock subject to possible redemption

Basic and diluted net income (loss) per share, common stock subject to redemption

Weighted average common stock outstanding, common stock, non-redeemable

Basic and diluted net loss per share, common stock, non-redeemable

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

shareholders’

Other comprehensive loss

TOTAL COMPREHENSIVE INCOME (LOSS)

NET INCOME (LOSS) PER SHARE:

NET INCOME(LOSS) PER SHARE:

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:

accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ROBOTICS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Comprehensive

Accumulated Other

Comprehensive

Balance as of January 1, 2025

1 unchanged sentence

$ ( 2,331,615 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Other comprehensive loss

Balance as of March 31, 2025

1 unchanged sentence

$ ( 2,408,902 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of June 30, 2025

$ ( 2,422,619 )

$ ( 2,422,391 )

Accretion for ordinary shares subject to redemption amount (interest income)

( 2,651,350 )

Balance as of September 30, 2025

$ ( 5,239,137 )

$ ( 5,238,909 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

shareholders’

Balance as of January 1, 2026

$ ( 27,338,109 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of March 31, 2024

$ ( 616,973 )

$ ( 616,745 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of June 30, 2024

$ ( 874,368 )

$ ( 874,140 )

$ ( 874,368 )

$ ( 874,140 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Issuance of shares from exercise of warrants

Net income (loss)

Balance as of September 30, 2024

$ ( 1,276,947 )

$ ( 1,276,719 )

$ ( 1,276,947 )

Other comprehensive loss

Balance as of March 31, 2026

$ ( 27,192,508 )

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ROBOTICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in)/provided by operating activities:

Provision for warranty

Inventory impairment losses

Non-cash lease expenses

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable - related party

( 1,048,987 )

Adjustments to reconcile net (loss) income to net cash used in operating

Trust investment income

Inventories, net

Prepaid expenses

Other receivable

Other receivable - related party, net

Advance to suppliers

Prepayment - related party

Accounts payable - related party

Accrued and other liabilities

Other payable - related party

Warranty liabilities

Lease liability

Net cash (used in) / provided by operating activities

$ ( 391,580 )

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

Prepaid expense

Accounts payable and accrued offering costs and expenses

Accrued underwriting discount

Promissory note – related party

Other payable

Due to related party

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash deposited to trust account

Cash deposited to trust escrow account

Repayment of note receivable - stockholder

Issuance of promissory note

Net cash used in investing activities

$ ( 305,624 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from promissory note - related party

Proceeds from promissory note - third party

Proceeds from exercised warrants

Net cash provided by financing activities

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

Other payable converted to promissory note – third party

Prepaid expenses paid by promissory note – third party

Cash in trust account transferred to trust escrow account for closing

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

TO UNAUDITED CONSOLIDATED 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 September 30, 2025, the Company had not commenced any operations.

All activity through September 30, 2025 relates to the Company’s

formation and the initial public offering (“IPO”) and initial business combination, which is described below.

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, January 22, 2026 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.

September 19, 2025, the Company held another extraordinary general meeting (the “2025 Extension Meeting”) to approve a proposal

to extend the time the Company had to consummate its initial Business Combination from September 22, 2025 up to four (4) times, to January

22, 2026, and deposit into the trust account $ 55,000 for each monthly extension.

The Company filed a supplement to its proxy statement

which clarified certain procedures related to shareholders wishing to redeem their ordinary shares in connection with the 2025 Extension

Meeting and/or the Company’s business combination.

See below “Proposed Business Combination” for redemption details.

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 Period.

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 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 Extension Note was further amended

and restated to extend the maturity date to promptly after the date the business combination is consummated.

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 November 19, 2025, an aggregate of $ 1,265,000 was

deposited into trust account and trust escrow account, to extend the business combination period to November 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 September 30, 2025 and December

31, 2024, $ 825,000 and $ 440,000 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 September 30, 2025 and December 31, 2024, $ 126,000 was outstanding.

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, and 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 June 25, 2025, the Company entered into an Amendment to the

Merger Agreement, to (i) increase the enterprise value from $ 175,000,000 to $ 180,000,000 and (ii) extend the termination date of the

Merger Agreement to December 31, 2025.

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:

(i) December 31, 2024, or (ii) promptly after the date on which the business combination is

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 September 30, 2025 and December 31, 2024,

$ 321,411 and $ 57,449 were outstanding.

Company’s Registration Statement on Form S-4 (“S-4”) was declared effective on August 11, 2025.

As of the filing date,

the business combination remained pending, awaiting required regulatory approvals.

September 5, 2025, the Company held an extraordinary general meeting to approve the business combination with AMC (the “Business

Combination Meeting).

At the meeting, all proposals were approved by shareholders.

In connection with the shareholders’ vote at

the 2025 Extension Meeting, 1,937 ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of

the funds held in the Trust Account.

In connection with the Business Combination Meeting, shareholders holding an aggregate of 214,445

Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Shareholders holding

631,972 ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of the funds held in the

trust account in connection with both the 2025 Extension Meeting and the Business Combination Meeting, for a total of 848,354 ordinary

shares submitted their shares for Redemption.

Following the aforementioned redemptions, the Company will have 3,006,502 ordinary shares

Concern Consideration and Management Liquidity Plans

of September 30, 2025, the Company had cash of $ 3,713 and working capital deficit of $ 5,238,909 .

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 consolidated financial statement does not include any adjustments that might result from the outcome of the uncertainty.

Effect of changes of foreign exchange rate on cash and cash equivalent

Net decrease in cash and cash equivalents

Cash and cash equivalents - beginning of the period

Cash and cash equivalents - end of the period

Supplemental Cash Flow Disclosures

Cash paid for interest expenses

Cash paid for income taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES

Unpaid deferred offering cost

accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ROBOTICS CORPORATION

to CONSOLIDATED financial statements ( UNAUDITED )

AND BUSINESS BACKGROUND

Robotics Corporation (formerly known as AlphaVest Acquisition Corp.) (the “Company”) is a Delaware corporation and a publicly

traded holding company.

The Company conducts its operations through its wholly owned subsidiaries.

Company and its consolidated subsidiaries as of March 31, 2026 are as follows:

SCHEDULE OF COMPANY AND ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES

of Incorporation

Robotics Corporation (F/K/A AlphaVest Acquisition Corp.)

holding company

of security camera products

Company Limited

Manufacturing

and operational support

Corporation (“AMC” or the “Predecessor”) was incorporated in the State of Washington on October 21, 2021.

Company designs and sells residential and small-business security camera products, including indoor and outdoor camera devices, which

are sourced from suppliers in Asia and sold primarily through e-commerce platforms in the United States, Canada, and Europe.

of New Subsidiary

January 5, 2026, the Company established a wholly owned subsidiary, AMCV Company Limited (“AMCV”), in Vietnam to support

manufacturing and operational activities related to the Company’s robotics products.

As of March 31, 2026, AMCV had not commenced

material revenue-generating operations.

The Company has begun initial operational setup activities, including administrative, hiring,

and procurement functions.

The accompanying unaudited condensed consolidated financial statements include the accounts of AMCV from its

date of incorporation, and its impact on the Company’s financial position as of March 31, 2026 and results of operations for the

period from its date of incorporation through March 31, 2026 was not material.

Recapitalization and Basis of Presentation

December 9, 2025, the Company consummated a business combination (“Business Combination”) with AlphaVest Acquisition Corp.,

a special purpose acquisition company (the “SPAC” or “AlphaVest”).

The transaction was accounted for as a reverse

recapitalization in accordance with ASC 805-40, with AMC determined to be the accounting acquirer.

this method of accounting, the transaction is treated as a capital transaction rather than a business combination.

Accordingly, the assets

and liabilities of AlphaVest were recognized at their historical carrying values, with no goodwill or identifiable intangible assets

AlphaVest’s historical equity accounts were eliminated, and the equity structure was retroactively adjusted to reflect

that of the combined company.

The net assets received from AlphaVest were recognized as a capital contribution, with the offset recorded

within additional paid-in capital (“APIC”).

a result, the unaudited condensed consolidated financial statements represent a continuation of AMC’s historical financial statements.

All share and per-share information has been retroactively adjusted to reflect the legal capital structure of AMC Robotics Corporation

for all periods presented.

significant equity transactions completed in connection with the Business Combination, including the issuance of shares to public shareholders,

PIPE investors, sponsor and founder shareholders, and the conversion of sponsor-related instruments, are disclosed in Note 11 –

Stockholders’ Equity.

of December 31, 2025, the Company had 22,595,363 shares of common stock issued and outstanding.

During the three months ended March 31,

2026, there were no significant changes to the Company’s capital structure, except for the exercise of 5,000 warrants for 5,000

common shares.

Interest Entities

Historically,

the Company conducted certain e-commerce operations through contractual arrangements with Shanghai Xiaoyun Technology Limited (“Xiaoyun”)

and Kunshan Yishijue Technology Limited (“Yishijue”), which were determined to be variable interest entities (“VIEs”)

under ASC 810.

The Company was previously the primary beneficiary and consolidated these entities.

December 1, 2025, the Company terminated the contractual arrangements with Xiaoyun and Yishijue and transferred the ownership and operational

control of the related e-commerce platform accounts to the Company.

As a result, the Company ceased to be the primary beneficiary and

deconsolidated these entities as of that date.

as of March 31, 2026, the Company does not have any VIEs and does not have any continuing involvement with or exposure to losses from

Xiaoyun or Yishijue.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and the requirements of the U.S.

Securities and Exchange Commission (“SEC”) for

interim reporting.

As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.

GAAP can be condensed or omitted and should be read in conjunction with the Company’s latest annual financial statements.

unaudited consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and,

in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair

statement of the Company’s financial information.

These interim results are not necessarily indicative of the results to be expected

for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.

of Consolidation

unaudited consolidated financial statements include the accounts of the Company and its subsidiaries.

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 unaudited consolidated 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 consolidated financial statement.

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 consolidated 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.

Basis of Presentation and Principles of Consolidation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

GAAP for interim financial

information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Accordingly, certain

information and disclosures normally included in annual financial statements have been condensed or omitted.

the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation

of the financial position, results of operations, and cash flows for the interim periods presented have been included.

The results of

operations for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full

year ending December 31, 2026.

condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements

and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Company’s fiscal year-end date is December 31.

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 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 the financial statements and the reported amount of revenues and expenses during the reporting period.

makes these estimates using the best information available at the time the estimates are made;

however actual results could differ from

those estimates.

Significant items subject to such estimates and assumptions include, but are not limited to, allowance for credit losses,

valuation of inventory, estimated replacement rates to calculate warranty liabilities and warranty expenses.

Currency translation

Company’s reporting currency is the U.S.

dollar (“USD”).

The functional currency of AMC Robotics Corporation and its

wholly owned U.S.

subsidiary is USD.

The functional currency of the Company’s Vietnam subsidiary, AMCV Company Limited (“AMCV”),

is the Vietnamese Dong (“VND”).

denominated in currencies other than the functional currency are translated at exchange rates prevailing on the transaction dates, with

resulting gains and losses recorded in other income (expense).

Assets and liabilities of foreign operations are translated into USD at

period-end exchange rates, while revenues and expenses are translated at average exchange rates for the period.

Translation adjustments

are recorded in accumulated other comprehensive income (loss).

the three months ended March 31, 2026, the Company used the following exchange rates for its Vietnam subsidiary:

SCHEDULE OF FOREIGN CURRENCY TRANSLATION

Period ended March 31, 2026

Balance sheet, except for equity accounts

VND to $ 1 USD

Income statement and cash flows

VND to $ 1 USD

a result of applying the above translation methodology, the Company recorded a foreign currency translation loss of approximately $ 487

for the three months ended March 31, 2026, which is included in accumulated other comprehensive loss in the unaudited condensed consolidated

balance sheets and in other comprehensive loss in the condensed consolidated statements of operations and comprehensive income (loss).

This translation adjustment primarily relates to the Company’s investment in its Vietnam subsidiary, AMCV Company Limited, whose

net assets are denominated in Vietnamese Dong.

The adjustment arises from translating AMCV’s net assets at period-end exchange

rates while equity balances are maintained at historical exchange rates in accordance with ASC 830.

to the deconsolidation of Shanghai Xiaoyun Technology Limited and Kunshan Yishijue Technology Limited on December 1, 2025, these VIE

entities used the Renminbi (“RMB”) as their functional currency.

Assets and liabilities were translated at period-end exchange

rates, while revenues and expenses were translated at average exchange rates during the period.

For the three months ended March 31,

2025, the Company recognized a foreign currency exchange loss of approximately $ 110 , which was included in other income (expense), net.

The following table presents the RMB exchange rates used for translation purposes during the three months ended March 31, 2025:

sheet, except for equity accounts

statement and cash flows

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 $ 3,713 and $ 4,215 as of September 30, 2025 and December 31, 2024, 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

Gains 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 September 30, 2025 and December 31,

2024, the trust escrow account and trust account had balance of $ 18,929,689 and

$ 18,000,701 ,

respectively.

The interest earned from the trust account totaled $ 165,168 and

$ 684,600 for

three months ended September 30, 2025 and 2024, respectively, and $ 543,988 and

$ 1,800,905 for

nine months ended September 30, 2025 and 2024, respectively.

Prior to September 2025, funds held in trust account 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 Consolidated Statement of Cash Flows.

In September 2025, the Company transferred the funds from the trust account to trust escrow account in connection

with the upcoming business combination closing, at which point the funds ceased to be invested and no longer generate gain on investment.

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 September 30,

2025 and 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 consolidated financial

Income (Loss) per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The consolidated 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 per share.

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.

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 September 30, 2025, 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

consists of cash on deposit with financial institutions that is unrestricted as to withdrawal or use.

Cash equivalents include highly

liquid investments with original maturities of three months or less at the time of purchase.

purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid investments with an

original maturity of three months or less when purchased to be cash equivalents.

Cash equivalents primarily consist of investments in

money market funds.

of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalent balances of $ 6,632,619 and $ 7,004,601 , respectively.

Cash equivalents include investments in money market funds with original maturities of three months or less.

Company maintains its cash balances with financial institutions in the United States.

These balances may, at times, exceed federally

insured limits of $ 250,000 per depositor per financial institution provided by the Federal Deposit Insurance Corporation (“FDIC”).

A portion of these balances, including amounts held in money market accounts, were not insured by the FDIC.

The Company has not experienced

any losses on these accounts and management believes the Company is not exposed to significant credit risk on such balances.

receivable and Accounts receivable - related party

receivable is stated at the amount the Company expects to collect from customers through e-commerce platforms.

Accounts receivable -

related party primarily represents amounts due from Kami Vision Incorporated (“Kami”) under revenue-sharing and service arrangements.

Refer to Note 6 - - Related Party Balances and Transactions.

Company evaluates expected credit losses on accounts receivable, including related party balances, using a loss-rate method in accordance

with ASC 326, which considers historical loss experience, current conditions, and reasonable and supportable forecasts.

of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as substantially all receivables are due

from customers and related parties with ongoing business relationships and are subject to regular settlement, and historical credit losses

have been insignificant.

The Company writes off receivables when collection is no longer considered probable.

To date, the Company has

not experienced material credit losses on accounts receivable or accounts receivable - related party.

receivable - related party

receivables - related party primarily consist of amounts due from Kami Vision Incorporated (“Kami”) for marketing-related

activities and from Ants Technology (HK) Limited (“Ants”) for operational and settlement-related transactions.

presented in the condensed consolidated balance sheets are net of any allowance for expected credit losses.

Refer to Note 6 - Related

Party Balances and Transactions.

Company evaluates expected credit losses on other receivables - related party in accordance with ASC 326 using a loss-rate method,

as described in “Accounts Receivable and Accounts Receivable - Related Party.”

of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as management determined that the risk

of non-collection is not significant based on historical experience and ongoing settlement activity.

consist primarily of finished goods and include product costs and freight-in costs.

Product costs are determined using the moving average

Freight-in costs are capitalized as part of inventory and allocated to products based on average cost per unit.

are stated at the lower of cost or net realizable value (“NRV”).

The Company evaluates inventories on a periodic basis and

records write-downs when the carrying value exceeds estimated NRV due to factors such as obsolescence, changes in demand, or market conditions.

NRV is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal,

and transportation.

Any write-downs are recorded in cost of revenues in the period identified.

significant portion of the Company’s inventories is purchased from related parties, including ZKCam Technology Limited.

Note 6 - Related Party Balances and Transactions and Note 10 - Concentration Risk for additional information.

The Company has obtained

extended payment terms from these suppliers, which may exceed standard commercial terms.

Company generated revenues of $ 1,184,616 and $ 1,792,525 for the three months ended March 31, 2026 and 2025, respectively.

SCHEDULE OF REVENUE

Three months ended

September 30,

Nine Months Ended

September 30,

Product revenue

Product revenue - related party

Revenue share - related party

Intelligent Information Service - related party

AI Service Sharing - related party

Total revenues

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers .

Revenue is recognized when control

of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to

The Company applies the five-step model to each of its revenue streams, as described below.

Revenue is reported net of value

Company generates product revenue from both third-party customers and related parties, including ZKCam Technology Limited., Shanghai

Xiaoyun Technology Co., Ltd.

and Kunshan Technology Co., Ltd.

product sales via e-commerce platforms, primarily Amazon, as well as direct sales to customers, contracts are established through customer

The Company has a single performance obligation to deliver products to customers.

The transaction price is the fixed sales price,

net of promotional discounts offered on the platforms.

As there is a single performance obligation, the transaction price is fully allocated

to product delivery.

is recognized at a point in time when control of the products transfers to the customer, which is generally upon shipment.

platforms facilitate shipping and collection;

however, the Company retains control of the products prior to transfer.

product sales to related parties, including Kami and ZKCam, the terms are generally consistent with those of third-party transactions.

The Company recognized the revenue from product sales - related party at a point in time when control of the products is transferred

to the related party customer, which is generally upon shipment or delivery, depending on the contractual terms.

are typically received within 3 to 14 days after shipment for e-commerce sales or based on agreed terms for related party transactions.

As payments are not generally received in advance, no deferred revenue is recorded.

Share – Related Party (Kami)

revenue sharing arrangements with its related party, Kami, related to cloud-based services & AI service sharing and intelligent information

services & AI service sharing

Company enters into a revenue sharing agreement with Kami, under which the Company refers customers to Kami’s cloud-based services,

including video storage, image analysis and alert-based features.

The Company’s performance obligation is to provide referral services,

and it does not control the underlying services provided by Kami.

is recognized when an end user referred by the Company subscribes to Kami’s cloud services and makes a payment.

Kami provides the

Company with a monthly statement summarizing the revenue share generated from customers referred by the Company.

The Company recognizes

revenue in the period in which the underlying subscription revenue is earned by Kami and reported to the Company.

the original agreement, the Company was entitled to 30% of subscription revenues for new customers during the first year of subscription,

15% during the second year, and no revenue share thereafter.

Effective July 1, 2025, the Company entered into an amended agreement with

Kami, under which the Company is entitled to 30% of subscription revenues for new customers referred by the Company during the first

three years of their recurring subscriptions.

In accordance with ASC 606-10-25-12, this modification is not accounted for as a separate

contract, as it does not increase the scope of the contract nor does the pricing reflect standalone selling prices for additional goods

Accordingly, the modification is accounted for prospectively and did not result in any adjustment to revenue previously

transaction price for the revenue share is based on fixed contractual percentages of subscription revenues earned by Kami from referred

customers and does not include variable consideration or non-cash consideration.

The Company has concluded that it acts as an agent in

this arrangement and therefore recognizes revenue on a net basis representing its share of the consideration received.

January 2026, based on the existing cloud services, a new AI service module has been developed, which utilizes AI technology to achieve

capabilities such as face recognition, motion capture, and fall detection provided to end users.

Revenue generated from these services

is included within “Revenue Sharing - related party” in the accompanying condensed consolidated statements of operations.

sharing ratio of revenue AI service and is consistent , at 30%

information services

in the fourth quarter of 2025, the Company generated revenue from arrangements with related parties associated with intelligent information

These arrangements are linked to products previously sold by the Company, where the Company enables access to downstream data-related

monetization channels developed and operated by its business partners.

Company does not control the underlying services provided to end users and does not have an ongoing obligation to perform services after

the initial enablement.

Accordingly, the Company’s role is limited to facilitating access to these arrangements, and it participates

in a share of revenues generated by its business partners.

is recognized when the underlying services are delivered by the business partners to end users and the related consideration is earned

and becomes determinable.

The Company recognizes revenue on a net basis, representing its share of the amounts received, consistent with

its conclusion that it acts as an agent in these arrangements.

Revenue generated from these services is included within “Revenue

Sharing - related party” in the accompanying condensed consolidated statements of operations.

Return Policy

Company has a product return policy that permits e-commerce platform customers in North America to return products within 30 days from

the date of purchase.

For items purchased during the holiday season from October to December, the return period is extended until the

end of January in the following year.

For customers in Europe, the return period for e-commerce platforms is 30 days from the date of

Within these specified periods, the Company offers a full refund for returned products, provided the return criteria are met.

Company recognizes revenues adjusted for returns based upon the e-commerce platform statements, which reflect the actual refunds for

The Company reviews the subsequent statements after the reporting date and adjusts revenue for returns related to sales in the

reporting period accordingly.

For returns occurring during the reporting period, adjustments are made in the month of the return.

the three months ended March 31, 2026 and 2025, the Company’s revenue was not significantly impacted by returns due to the short-term

free return policy.

revenue sharing derived from related party arrangements with Kami, including revenue sharing from cloud-based service and intelligent

information service, there are no product return rights or refund obligations applicable to the Company.

These revenues are based on

subscription or service usage by end users of Kami’s platform and are recognized based on amounts reported by Kami.

returns or refund estimates are recorded for these revenue streams.

Company provides standard product warranties to customers who purchase products through e-commerce platforms.

For customers in North

America, the Company offers a one-year warranty from the date of purchase covering replacement of malfunctioning products.

For customers

in Europe, the warranty period extends to two years from the date of purchase.

warranties are assurance-type warranties as defined under ASC 606 and do not provide services beyond assuring that the product complies

with agreed-upon specifications and continues to function as intended.

Accordingly, the warranties are not accounted for as separate

performance obligations.

Company estimates the expected costs of fulfilling warranty obligations and records a warranty liability at the time of sale, with a

corresponding expense recognized in the unaudited condensed consolidated statements of operations.

The estimation of warranty costs is

based on historical experience, including product failure rates and replacement costs, as well as current trends and expectations.

versus Net Revenue Presentation

Company evaluates whether it acts as a principal or agent in accordance with ASC 606.

product sales via e-commerce platforms, the Company acts as a principal and recognizes revenue on a gross basis, as it controls the products

prior to transfer to customers, bears inventory risk, sets pricing, and is responsible for fulfillment.

revenue sharing arrangements with Kami, including both cloud-based service and intelligent information service, the Company acts as an

agent, as it does not control the underlying services provided to end users and has no ongoing performance obligation after the initial

Accordingly, revenue is recognized on a net basis, representing the Company’s share of the consideration generated

from end users.

of revenues includes cost of products, e-commerce platform fees, delivery and freight costs, and inventory impairment loss.

expenses cost of revenues in conjunction with sales as incurred.

The Company incurred cost of revenues of $ 163,960 and $ 1,304,195 for

the three months ended March 31, 2026 and 2025, respectively.

and administrative expenses

and administrative expenses primarily consist of costs for consulting fee, payroll expenses, storage fees, and professional fees.

Company has expensed all general and administrative expenses costs as incurred.

For the three months ended March 31, 2026 and 2025, the

Company incurred general and administrative expenses of $ 854,786 and $ 817,412 , respectively.

and marketing expenses

and marketing expenses primarily consist of costs for the promotion of business brand and product marketing and warranty expenses.

Company expensed all sales and marketing costs as incurred.

For the three months ended March 31, 2026 and 2025, the Company incurred

sales and marketing expenses of $ 14,332 and $ 404,112 , respectively.

for credit losses

Company estimates expected credit losses on accounts receivable, other receivables, and related party receivables using a loss-rate method

in accordance with ASC 326.

This approach incorporates historical loss experience, current conditions, and reasonable and supportable

the three months ended March 31, 2026 and 2025, the Company did no t record a provision for expected credit losses.

of March 31, 2026 and December 31, 2025, there was no allowance for credit losses.

Based on the Company’s historical experience,

the nature of its counterparties, and ongoing collection activity, management concluded that expected credit losses are insignificant.

Comprehensive

Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss and its components in

a full set of financial statements.

Comprehensive loss is defined to include all changes in equity of the Company during a period arising

from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders.

For the periods presented, the Company’s comprehensive income (loss) includes net income (loss) and other comprehensive income

(loss), which primarily consists of the foreign currency translation adjustments.

Company accounts for income taxes in accordance with ASC 740, Income Taxes .

The provision for income taxes is determined using

the asset and liability approach, under which deferred tax assets and liabilities are recognized for the future tax consequences of differences

between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to apply

in the periods in which those differences are expected to reverse.

allowances are recorded to reduce deferred tax assets when it is more likely than not that such assets will not be realized.

the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating

results, projections of future taxable income, and the expected timing of reversal of existing temporary differences.

Based on this assessment,

the Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2026 and December 31, 2025.

Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the position will be sustained upon

Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense.

31, 2026 and December 31, 2025, the Company had no material uncertain tax positions.

The Company’s tax returns remain subject to

examination by taxing authorities for all years since inception.

Investment in Public Equity (“PIPE”) Financing and PIPE Warrants

connection with the closing of the Business Combination on December 9, 2025 (the “Closing Date”), the Company entered into

securities purchase agreements (the “PIPE Agreements”) with certain investors (the “PIPE Investors”), pursuant

to which the Company issued an aggregate of 800,000 shares of common stock at a purchase price of $ 10.00 per share, for

gross proceeds of $ 8,000,000 (the “PIPE Financing”).

The PIPE Financing was consummated concurrently with the Closing

and was accounted for as an equity issuance in accordance with ASC 505, with proceeds recorded within common stock and additional paid-in

capital (“APIC”).

connection with the PIPE Financing, the Company issued warrants to purchase shares of its common stock (the “PIPE

At the Closing Date, the PIPE Warrants represented the right to acquire an aggregate of 2,240,000 shares

of common stock, with an exercise price of approximately $ 10.00 per

share, subject to adjustment.

The PIPE Warrants include provisions under which the exercise price and the number of shares issuable

upon exercise are subject to adjustment based on a reference stock price, as defined in the warrant agreements, determined on the

reset date of December 30, 2025.

As a result of these provisions, the exercise price was adjusted and the total number of shares

underlying the PIPE Warrants increased to 5,576,301 shares

upon the reset event.

The PIPE Warrants contain dividend participation rights that entitle holders to participate in dividends and other

distributions declared on common stock on an as-exercised basis, subject to the beneficial ownership limitation.

Accordingly, the PIPE

Warrants are considered participating securities for purposes of computing earnings per share in

accordance with ASC 260, Earnings Per Share.

Company evaluated the PIPE Warrants for classification as either equity or liability instruments in accordance with ASC 480, Distinguishing

Liabilities from Equity , and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity .

determined that the PIPE Warrants failed the indexation guidance under ASC 815-40 due to provisions that introduce variability in the

number of shares deliverable upon settlement and are not inputs solely based on the Company’s own stock.

Accordingly, the PIPE

Warrants were initially recorded at fair value upon issuance as a derivative liability.

the occurrence of the reset event on December 30, 2025, the terms of the PIPE Warrants became fixed, including a fixed exercise price

and a determinable number of shares issuable upon exercise.

Accordingly, the PIPE Warrants met the criteria for equity classification

under applicable accounting guidance and were reclassified from derivative liabilities to equity in the amount of $ 30,558,129 .

The reclassification

was recorded at the fair value of the PIPE Warrants as of the reclassification date.

earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.

Diluted earnings per share is computed by reflecting the potential dilution that could occur if securities or other contracts to issue

common stock were exercised or converted into common stock, unless the effect would be anti-dilutive.

Company applies the two-class method in computing earnings per share, as its PIPE Warrants are considered participating securities.

Under the two-class method, net income is allocated between common stockholders and participating securities based on their

respective rights to participate in earnings.

For the three months ended March 31, 2026, the Company reported net income of $ 145,601 .

Of this amount, approximately $ 116,785

was allocated to common stockholders and approximately $ 28,816

was allocated to participating securities.

The weighted-average number of common shares outstanding was 22,596,196

for the period.

and diluted earnings per share were calculated as follows:

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

Basic earnings per share:

Net income (loss)

$ ( 2,651,350 )

$ ( 2,619,286 )

Accretion of temporary equity into redemption value (interest earned)

( 1,800,904 )

Accretion of temporary equity into redemption value (extension deposit)

Net loss including accretion of equity into redemption value

$ ( 2,816,518 )

$ ( 402,579 )

$ ( 3,548,274 )

$ ( 951,896 )

September 30, 2025

September 30, 2024

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

( 1,150,290 )

income allocated to participating securities

Net income (loss) allocated to common stockholders

Weighted-average shares outstanding – basic

Earnings per share – basic

Diluted earnings per share

Net income (loss)

Weighted-average shares outstanding – diluted

Earnings per share – diluted

earnings per share is equal to basic earnings per share for the period presented, as the Company’s participating securities are

included in the allocation of earnings under the two-class method and there are no additional dilutive instruments.

value measurements

Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy

that prioritizes the input used in measuring fair value as follows:

Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments

in markets that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant

inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets

or liabilities.

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

carrying values of cash, accounts receivable, advance to suppliers, other current assets, accounts payable, accrued liabilities, and

other current liabilities approximate fair value due to the short-term nature of these instruments.

Pursuant to ASC 820 and ASC 825,

the fair value of cash is determined based on Level 1 inputs.

The Company does not have any “Level 2” or “Level 3”

fair value assets or liabilities.

Company applies ASC 280, Segment Reporting , which requires operating segments to be identified based on the internal reporting

reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

The Company’s

chief executive officer serves as the CODM.

Company operates its business through e-commerce platforms and manages its operations on a geographic basis.

As of March 31, 2026, the

Company has determined that it has two operating and reportable segments:

(1) North America and (2) Europe.

is attributed to geographic regions based on the location of the end customer.

Revenue generated from regions outside North America and

Europe is not material.

Company has also established a wholly owned subsidiary in Vietnam to support manufacturing and operational activities.

As of March 31,

2026, this subsidiary has not generated revenue.

The costs and operating expenses associated with the Vietnam entity are included within

the Company’s consolidated operating results and are not evaluated separately by the Company’s chief operating decision maker

Accordingly, the Vietnam operations do not constitute a separate operating or reportable segment under ASC 280.

to December 1, 2025, the Company’s operations included activities conducted through variable interest entities (“VIEs”)

in China, which were presented as a separate segment.

Following the termination of the VIE arrangements in December 2025, the Company

no longer has operations in China, and accordingly, no China segment is presented for the three months ended March 31, 2026.

of Previously Issued Consolidated Financial Statements

the preparation of the Company’s unaudited condensed consolidated financial statements for the quarter ended March 31, 2026,

management identified certain immaterial errors primarily related to the accrual of certain general and administrative expenses

in the Company’s previously issued consolidated financial statements for the year ended December 31, 2025.

errors primarily related to professional service fees for services substantially performed prior to December 31, 2025 that were not accrued

as of year-end.

Management evaluated the errors

in accordance with ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting Bulletin (“SAB”) No.

Materiality , and SAB No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current

Year Financial Statements .

concluded that the errors were not material, individually or in the aggregate, to the Company’s previously issued annual financial

statements for the year ended December 31, 2025.

Accordingly, amendment or reissuance of the previously issued annual financial statements

was not required.

However, management further concluded that correction of the errors entirely within the current reporting period would

materially misstate the Company’s results of operations for the quarter ended March 31, 2026 and fiscal year 2026.

Therefore, the Company revised the comparative prior-period balances included herein to correct such immaterial

prior-period errors.

impact of the revision to record the omitted professional fee accruals on the Company’s previously reported consolidated balance

sheet as of December 31, 2025 was as follows:

SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED BALANCE SHEET

As Previously Reported

Accrued and other liabilities

Accumulated deficit

$ ( 27,229,088 )

1 unchanged sentence

$ ( 27,338,110 )

Interest earned on investment held in trust account

Accretion of temporary equity into redemption value

(extension deposit)

Allocation of net income (loss)

issued accounting pronouncements

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative.

ASU 2023-06 modifies the disclosure or presentation requirements of a variety of Topics in the

Codification.

Certain of the amendments represent clarifications to or technical corrections of the current requirements.

the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments.

Many of the amendments allow

users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject

to the SEC’s requirements.

Also, the amendments align the requirements in the Codification with the SEC’s regulations.

entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements

with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions

on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from

Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

For all other entities, the amendments will be effective

two years later.

The amendments in this update should be applied prospectively.

For all entities, if by June 30, 2027, the SEC has not

removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed

from the Codification and will not become effective for any entity.

The Company is currently evaluating the potential impact this standard

will have on its consolidated financial statements and related disclosures.

November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business

entities (PBEs).

ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific expenses by requiring PBEs to disaggregate,

in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation,

depletion, and amortization (DD&A) recognized as part of oil- and gas-producing activities or other types of depletion expenses.

The tabular disclosure would also include certain other expenses, when applicable.

The ASU does not change or remove existing expense

disclosure requirements;

however, it may affect where that information appears in the footnotes to the financial statements.

shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting

periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

the potential impact this standard will have on its consolidated financial statements and related disclosures.

July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

of Credit Losses for Accounts Receivable and Contract Assets , which amends the guidance in ASC 326.

The amendments simplify the measurement

of expected credit losses for accounts receivable and contract assets by permitting entities to use a practical expedient based on historical

loss rates, adjusted for current conditions and reasonable and supportable forecasts.

amendments in this update are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal

Early adoption is permitted.

The Company adopted ASU 2025-05 effective January 1, 2026.

The adoption of this guidance did not

have a material impact on the Company’s consolidated financial statements.

Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and does not expect the adoption of

this guidance to have a material impact.

accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material

impact on the consolidated financial statements upon adoption.

We do not discuss recent standards that are not anticipated to have an

impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart

Our Business Startups Act of 2012, and it continues to qualify as such as of March 31, 2026.

As an emerging growth company, the Company

may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging

growth companies, including, but not limited to, exemption from 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 to hold a nonbinding advisory vote on executive compensation and to obtain stockholder

approval of any golden parachute payments not previously approved.

addition, 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 are required to comply with such standards.

The Company has elected not to opt out of this

extended transition period.

As a result, when a standard is issued or revised with different application dates for public and private

companies, the Company may adopt the new or revised standard at the time private companies adopt such standard.

Accordingly, the Company’s

financial statements may not be comparable to those of public companies that comply with new or revised accounting standards on earlier

effective dates.

receivable represents amounts due from customers in the ordinary course of business, primarily from e-commerce platform sales.

of March 31, 2026 and December 31, 2025, accounts receivable was $ 505 and $ 427 , respectively.

No allowance for credit losses was recorded,

as balances are immaterial and short-term in nature.

of March 31, 2026 and December 31, 2025, the Company had inventory balances of $ 914,678 and $ 1,069,465 , consisting of the following:

SCHEDULE OF INVENTORY NET

Purchased goods

Freight-in costs

inventory impairment

Inventory, net

the three months ended March 31, 2026, the Company recognized an inventory provision of approximately $ 309 as inventory cost exceeded

net realizable value and recorded reductions of approximately $ 55,931 related primarily to inventories sold or otherwise utilized during

the three months ended March 31, 2025, the Company recognized an inventory provision of $ 25,425 , as the inventory cost value exceeded

the net realizable value, and recorded a reduction of $ 271,546 for inventories that were removed, sold, or replaced under warranty.

movement of inventory impairment provisions are summarized as follows:

SCHEDULE OF INVENTORY IMPAIRMENT PROVISIONS

Three months ended

Balance at the beginning of the period

Balance at the end of the period

of March 31, 2026 and December 31, 2025, the Company had prepaid expenses of $ 270,958 and $ 355,467 , respectively.

These balances primarily

consisted of prepaid federal and state income taxes and other routine prepaid operating expenses.

PARTY BALANCES AND TRANSACTIONS

principal related parties with which the Company had transactions for the three months ended March 31, 2026 and 2025, and balances as

of March 31, 2026 and December 31, 2025 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 Sean Da

Xiaoyun Technology Co., Ltd.

(hereinafter referred to as “Xiaoyun”)

Ant Vision Electronic Technology Co., Ltd.

(hereinafter referred to as “Yishijue”)

Stockholder of the Company

of Related Party Transactions on Operations

the three months ended March 31, 2026 and 2025, related party transactions had the following impact on income (loss) before income tax:

SCHEDULE OF RELATED PARTY TRANSACTIONS

Related Party Transactions

Income (loss) before income tax

Income Statement

Three months ended

Revenue share – related party (Kami)

Product revenue - related party (Kami)

Product revenue - related party (ZKCam)

Product revenue - related party (Xiaoyun)

Product revenue - related party (Yishijue)

Intelligent Information Service (Kami)

AI Service Sharing (Kami)

Product cost - related party (Senslab)

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)

Total impact on income (loss) before income tax

% of income (loss) before income tax

Party Balances

of March 31, 2026 and December 31, 2025, balances with related parties were as follows.

Balance Sheet

Related Party Transactions

As of March 31, 2026

Balance Sheet

Accounts receivable - related party

Other receivable - related party, net

Other receivable - related party

Prepayment - related party

Advance to suppliers – related party

Accounts payable - related party

Other payable - related party

Party Transactions

As of December 31, 2025

receivable - related party

receivable - related party, net

receivable - related party

to suppliers – related party

- related party

Specifically,

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

HK Limited and Senslab Technology Co., Ltd

Advance to suppliers - related party (Senslab HK)

Other receivable - related party (Senslab SH)

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.

Company procured security cameras from Senslab HK for $ nil during the three months ended March 31, 2026 and 2025.

During the same periods,

purchases from Senslab SH totaled $ nil and $ 186,005 , respectively.

The significant decrease in purchases from related party suppliers

in 2026 was primarily due to a shift in the Company’s business model toward higher-margin revenue streams, including revenue sharing

and intelligent information services, which reduced the Company’s reliance on product sales and corresponding inventory purchases.

of March 31, 2026 and December 31, 2025, accounts payable due to Senslab HK and Senslab SH were $ nil for both periods.

Technology (HK) Limited

Prepayment - related party

Other receivable - related party

Accounts Payable-related party

Accounts Payable

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

– Related Party

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 three months ended March 31, 2026 and 2025, the Company recognized $ 15,000 of financial consulting fees.

Revenue collected from the

sale of Ants’ inventories was not material for the years presented.

of March 31, 2026 and 2025, the remaining prepayment balance was $ 51,844 and $ 66,844 , respectively.

receivable – related party

of March 31, 2026 and December 31 2025, the Company had gross “other receivable – related party” balances due from

Ants of $ 4,872 and $ 4,872 , respectively.

Payable – related party

the three months ended March 31, 2026 and ,2025, AMCV purchased security cameras from Ants in the amounts of $ 1,799 and $ nil , respectively.

of March 31, 2026 and December 31, 2025, accounts payable due to Ants were $ 1,799 and $ nil , respectively.

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

SCHEDULE OF OTHER RECEIVABLE - RELATED PARTY

Balance at the beginning of the period

Repayment from Ants (1)

( 1,790,009 )

Inventory Transfer /(Procurement) (2)

Balance at the end of the period

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.

Inventory-related

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

During March 31, 2026 and 2025, such activities

resulted in net increases of $ nil and $ 4,872 , respectively, to the related-party receivable balance.

Vision Incorporated

Da, the Company’s majority stockholder, also serves as Chief Executive Officer of Kami and holds approximately 80 % ownership of Kami.

Accordingly, transactions between the Company and Kami are considered related-party transactions.

Revenue-Sharing

Arrangement – Cloud Services & AI Service Sharing

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

SCHEDULE OF ANNUAL SUBSCRIPTIONS REVENUES

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

Second year during which an end user continues the cloud service

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

January 2026, based on the existing cloud services, the Company developed a new AI service module that utilizes AI technology to provide

capabilities such as facial recognition, motion capture, and fall detection to end users, and the revenue sharing ratio for the AI service

is consistent with the existing arrangement at 30 %.

the three months ended March 31, 2026 and 2025, revenue share from Kami amounted to $ 946,050 and $ 570,588 , respectively.

earned during the three months ended March 31, 2026 consisted of $ 756,008 for basic services, $ 32,660 for AI services and $ 157,382 for

intelligent services

- sharing arrangement - Intelligent Information Service Agreement

October 1, 2025, the Company entered 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.

Company concluded that it acts as an agent in this arrangement, as it does not control the services provided to end users, does not determine

pricing, and does not receive gross consideration from third-party platforms.

Accordingly, revenue is recognized on a net basis equal

to the Company’s contractual share of monetization revenue in accordance with ASC 606.

the three months ended March 31, 2026 and 2025, the Company recognized revenue of $ 157,382 and $ nil , respectively, under this agreement.

receivable – related party

receivable – related party primarily represents amounts due from Kami under the Company’s revenue-sharing arrangements, including

the cloud services and AI services sharing arrangement and 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

increase in accounts receivable – related party as of March 31, 2026 compared to December 31, 2025 primarily reflects increased

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

Receivable – Related Party and Marketing Incentive Subsidy Income

Company entered into a market promotion subsidy agreement with Kami effective January 1, 2025, pursuant to which Kami agreed to provide

an annual subsidy of up to $ 2 million to support the Company’s marketing activities related to Kami’s cloud services.

agreement was not renewed for 2026, and no such arrangement was in effect during the three months ended March 31, 2026.

amounts under the 2025 agreement were determined based on agreed marketing activities performed and were invoiced periodically by the

Company to Kami.

As these amounts were not generated from the Company’s primary revenue-producing activities, they were recognized

as other income, with the related receivable recorded as “other receivable – related party.”

the three months ended March 31, 2026 and 2025, the Company recognized subsidy income of $ nil and $ 683,898 , respectively, within other

of March 31, 2026 and December 31, 2025, the Company had other receivable – related party balances of $ nil and $ nil , respectively.

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 three months ended March 31, 2026 and 2025, product revenue - related party from Kami was $ nil

respectively.

The decline in 2026 reflects reduced promotional procurement activity following the initial launch of the promotional campaign

Company engaged certain employees of Kami Vision Incorporated (“Kami”) to provide services as contractors.

the Company paid

Kami service fees of $ 33,611

for the three months ended March 31, 2026 and 2025, 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 March 31, 2026 or December 31, 2025.

of March 31, 2026 and December 31, 2025, amounts due from the Company’s majority stockholder were $ 146,979 and $ 440,596 , 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.

of December 31, 2025, the balance of $ 440,596 represented a note receivable - stockholder, which was fully repaid as of March 31, 2026.

in 2025, the Company made advance payments to the Company’s majority stockholder, Sean 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.

three months ended March 31, 2026, business travel expenses of $ 21,736

were incurred on behalf of the Company and recognized as operating expenses.

As of March 31,2026, the remaining balance of $ 146,979

represents unsubstantiated or unused advances and is included in “other receivable – related party.” Of the $ 146,979 , $ 50,000

was collected as of May 18, 2026.

% of Total Asset

Other receivable – related party

Technology Limited

% of Total Asset

% of Total Assets

Accounts receivable - related party

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

The Company commenced product sales to ZKCam in 2025 following

the execution of a product sales agreement in the same year.

Transactions with ZKCam are conducted in the ordinary course of business

and primarily consist of the sale of products.

the three months ended March 31, 2026 and 2025, product revenue recognized from ZKCam totaled $ 135,364 and $ nil , respectively.

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

of March 31, 2026, the outstanding balance due from ZKCam was $ 569,252 , 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 March 31, 2026 is fully collectible.

Xiaoyun Technology Co., Ltd.

% of Total Assets

Other receivable - related party

Accounts 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.

the deconsolidation, due to the transition period, some product links of certain Amazon UK stores have not been removed from the website.

AMC still sells some products through Amazon stores in Europe.

After evaluation by the management, these sales are considered as direct

transactions with Xiaoyun

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

The balance outstanding

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

the three months ended March 31, 2026 and 2025, product revenue recognized from Xiaoyun totaled $ 517 and $ nil , respectively.

31, 2026 and December 31, 2025, the remaining Other receivable - related party balance was $ 4,143 and $ 4,035 , respectively.

Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records.

assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026.

Ant Vision Electronic Technology Co., Ltd

of Total Assets

Receivable - related party

of Total Assets

% of Total Liabilities

% of Total Libilities

Other payable - related party

Ant Vision Electronic Technology Co., Ltd(“Yishijue”) 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, Yishijue is considered a related party of the Company.

the deconsolidation, due to the transition period, some product links of certain Amazon European stores have not been removed from the

AMC still sells some products through Amazon stores in Europe.

After evaluation by the management, these sales are considered

as direct transactions with Yishijue

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

The balance outstanding

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

the three months ended March 31, 2026 and 2025, product revenue recognized from Yishijue totaled $ 667 and $ nil , respectively.

31, 2026 and December 31, 2025, the remaining Other payable - related party balance was $ 1,786 and $ nil , respectively.

Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records.

assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026

AND OTHER LIABILITIES

of March 31, 2026 and December 31, 2025, total accrued expenses and other liabilities were $ 672,727 and $ 701,844 , respectively.

expenses and other liabilities primarily consist of short-term operational obligations, including credit card payables, insurance premiums

payable, attorney fees payable, audit fees payable, and other miscellaneous accrued expenses.

overall decrease of $ 29,117 from December 31, 2025 to March 31, 2026 was primarily driven by lower professional fee accruals.

payable increased significantly from $ 33,033 to $ 176,400 , reflecting ongoing audit and financial reporting activities, and attorney fees

payable of $ 125,000 were recognized in the current period.

In addition, credit card payables of $ 18,533 as of March 31, 2026 represent

routine operating expenditures incurred but not yet settled at period end.

increases were partially offset by a decrease in other payables, which declined from $ 372,591 to $ 169,734 , primarily due to the settlement

of prior period accrued obligations.

Insurance premiums payable also decreased from $ 187,198 to $ 134,225 as a result of payments made

during the quarter.

SCHEDULE OF ACCRUED AND OTHER LIABILITIES

Credit card payable

Insurance premiums

Attorney fees payable

Audit fees payable

Other payable

Total accrued and other liabilities

Company estimates warranty liabilities based on historical product replacement rates, expected future claims, and estimated shipping

and handling costs per unit.

Management periodically reassesses the adequacy of the warranty reserve and adjusts the provision as necessary

based on actual claims experience and updated assumptions.

estimating warranty liabilities, the Company considers historical claim rates, product-specific performance, and applicable warranty

terms, including extended warranty periods in certain markets.

For products sold in Europe, which are generally subject to a two-year

warranty period, the Company’s estimate incorporates expected claims over the applicable coverage period.

the three months ended March 31, 2026 and 2025, the Company recognized warranty expenses of $ 1,499 and $ 9,426 , respectively.

claim costs incurred during the three months ended March 31, 2026 were no t material, compared to $ 332 for the same period in 2025.

of March 31, 2026 and December 31, 2025, the total warranty liabilities were $ 38,332 and $ 36,833 , respectively, of which $ 31,493 and

$ 30,023 were classified as current, and $ 6,839 and $ 6,810 were classified as non-current, respectively.

following table presents the movement of product warranty liabilities for the three months ended March 31, 2026 and 2025.

SCHEDULE OF WARRANTY LIABILITY

Three months ended March 31,

Balance at the beginning of the period

Provision for warranties, net

Warrant costs incurred

Balance at the end of the period

Current portion

Non-current portion

Company determines whether an arrangement is or contains a lease at inception.

Lease agreements under which the Company is a lessee are

evaluated for classification as either finance or operating leases.

The Company’s leases are classified as operating leases.

lease right-of-use (“ROU”) assets and corresponding lease liabilities are recognized at the commencement date based on the

present value of lease payments over the lease term.

The ROU asset represents the Company’s right to use the underlying asset during

the lease term, and the lease liability represents the Company’s obligation to make lease payments.

As most of the Company’s

leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, determined based on information available

at the lease commencement date, to measure the present value of lease payments.

with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets.

Instead, lease expense

for these short-term leases is recognized on a straight-line basis over the lease term.

The Company has elected the practical expedient

to account for lease and non-lease components as a single lease component.

Company leases office space in New York City under an operating lease with a term of approximately 39 months, which includes an option

The lease requires fixed monthly payments and does not include variable lease payments based on an index or rate.

addition, on January 5, 2026, the Company, through its subsidiary AMCV Company Limited, entered into a lease agreement for office space

in Vietnam with an initial term of 12 months.

This lease qualifies as a short-term lease under ASC 842, and accordingly, no ROU asset

or lease liability has been recognized.

Instead, lease payments are recognized as rent expense on a straight-line basis over the lease

Rent expense related to this lease was approximately $ 368 for the three months ended March 31, 2026.

the three months ended March 31, 2026, the Company recognized operating lease expense of $ 14,210 , primarily related to its New York office

No lease expense was recognized for the three months ended March 31, 2025.

of March 31, 2026, the Company’s operating lease ROU asset and total lease liability were $ 88,354 and $ 96,051 , respectively, compared

to $ 101,221 and $ 110,102 as of December 31, 2025.

The decrease reflects ongoing amortization of the ROU asset and payments made against

the lease liability during the period.

components of operating lease expense for the three months ended March 31, 2026 and 2025 were as follows:

SCHEDULE OF LEASE COST

Lease Expense

Three Months Ended

Operating lease expense

Asset and Lease Liability

Operating lease right-of-use assets

Short-term operating lease liabilities

Long-term operating lease liabilities

Total operating lease liabilities

$ ( 110,102 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Weighted-Average

Lease Term and Discount Rate

Weighted average lease term

Weighted average discount rate

Cash Flow Information

Supplemental noncash information:

Right-of-use asset obtained in exchange for lease obligations

Minimum Lease Payments

following table summarizes the Company’s future lease payments under the operating lease as of March 31, 2026

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Future lease commitments

2026 (remaining of the year)

Total Lease Payments

imputed interest

Present value of lease liabilities

Current portion of obligations under operating leases

Obligations under operating leases, non-current

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 September 30, 2025 and December

31, 2024 , the ordinary shares subject to possible redemption in the amount of $ 18,929,689 and $ 18,000,701 ,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

September 30, 2025, 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 at December 31, 2024

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 at March 31, 2025

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 at June 30, 2025

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Ordinary shares subject to possible redemption at September 30, 2025

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

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

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 permitted.

This was effective for the Company during three and nine

months ended September 30, 2025, 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 6).

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 — 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 September 30, 2025 and December 31, 2024, the amounts due to related parties were $ 604,294 and $ 516,883 , 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 three months ended September 30, 2025 and 2024, the Company incurred

$ 30,000 in fees respectively for these services.

For nine months ended September 30, 2025 and 2024, the Company incurred $ 90,000 in fees

respectively for these services.

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 September

30, 2025 and December 31, 2024, $ 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.

of September 30, 2025 and December 31, 2024, $ 220,000 was outstanding.

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 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 September 30, 2025 and December 31, 2024, $ 338,326 and $ 287,046 were outstanding respectively.

February 22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.

For three months ended September 30,

2025 and 2024, the Company incurred $ 102 and $ 134 in fees for these services, respectively.

For nine months ended September 30, 2025

and 2024, the Company incurred $ 511 and $ 425

in fees for these services, respectively.

5 — Commitments and Contingencies

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.

As of September 30, 2025, such fee was incurred as the underwriter had completed substantially all services stated in the marketing agreement.

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.

As of the filing date, no such service has been provided by EBC.

6 – 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 June 30, 2025, 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 September 30, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356

ordinary shares subject

to possible redemption which are presented as temporary equity as of September 30, 2025 and December 31, 2024.

— 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

7 — 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 September

30, 2025 and December 31, 2024.

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

In September 2025, the Company transferred the funds from the trust account to trust

escrow account in connection with the upcoming business combination closing, at which point the funds ceased to be invested and therefore

reclassified from Level 1 marketable securities to restricted assets held in escrow account.

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

September 30, 2025

SCHEDULE OF CONCENTRATION RISK

Concentration

Company’s revenues are concentrated among a limited number of customers.

The following customer accounted for 10% or more of total

revenues for the three months ended March 31, 2026 and 2025:

Three months ended

Kami Vision Incorporated

of March 31, 2026, and December 31, 2025, the following customer accounted for 10% or more of total accounts receivable – related

Kami Vision Incorporated

ZKCam Technology Limited

loss of this customer or a significant reduction in purchases by this customer could have a material adverse effect on the Company’s

business, financial condition, and results of operations.

Concentration

Company relies on a limited number of suppliers for its inventory purchases.

The following suppliers accounted for 10% or more of total

purchases for the three months ended March 31, 2026 and 2025:

Three months ended

Senslab Technology Co., Ltd (related party)

ZKCam Technology Limited (related party)

Third-party supplier

STOCKHOLDERS’

Company’s stockholders’ equity reflects the capital structure established upon the completion of the Business Combination

on December 9, 2025, which was accounted for as a reverse recapitalization in accordance with ASC 805.

Under this method of accounting,

the Company was treated as the accounting acquirer and AlphaVest Acquisition Corp.

(“AlphaVest”) was treated as the acquired

company for financial reporting purposes.

connection with the Business Combination, AlphaVest held approximately $ 11.5 million in its trust account prior to redemptions.

redemptions of approximately $ 2.6 million, the Company received net trust proceeds of approximately $ 8.9 million.

In connection with the closing of the Business Combination on December

9, 2025, the Company

received $ 8.0 million in gross proceeds from PIPE financing.

In connection with the PIPE financing, the Company also issued warrants

that were initially classified as a derivative liability under ASC 815.

Upon the closing of the Business Combination and related transactions,

the warrants no longer met the criteria for liability classification, and the remaining fair value was reclassified to additional paid-in

As of March 31, 2026, no PIPE warrant liability remained outstanding.

a result of the reverse recapitalization, AlphaVest’s historical equity was eliminated and replaced with the equity structure of

the combined company, including the retroactive restatement of shares and per share amounts for all periods presented.

the three months ended March 31, 2026, the Company issued 5,000 shares of common stock upon the exercise of warrants at an exercise price

of $ 4.017 per share, resulting in total cash proceeds of $ 20,085 .

The proceeds were recorded as an increase to common stock and additional

paid-in capital.

As a result, the Company’s total shares of common stock outstanding increased from 22,595,363 as of December 31,

2025 to 22,600,363 as of March 31, 2026.

were no other material changes to stockholders’ equity during the three months ended March 31, 2026.

Refer to the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding the Business Combination.

Company determines its reportable operating segments using the “management approach” in accordance with ASC 280, Segment

Under this approach, operating segments are based on the internal reporting structure used by the Company’s chief

operating decision maker (“CODM”) to allocate resources and assess operating performance.

The Company’s Chief Executive

Officer serves as the CODM and evaluates segment performance primarily based on segment revenue and segment net income (loss).

Company operates online stores on e-commerce platforms with separate platform accounts serving North America and Europe.

Accordingly, the Company has identified two

reportable operating segments:

(1) North America (including assets and operating results of AMCV) and (2) Europe.

Revenue generated

through these e-commerce platforms is the primary performance indicator, as the Company’s business model is focused on selling

products through online marketplace stores.

the termination of the Company’s variable interest entity (“VIE”) arrangements in December 2025, the Company no longer

has operations in China , and therefore does not present a China segment for the three months ended March 31, 2026.

revenues are directly attributed to the geographic region in which the sales are generated.

Cost of revenues and operating expenses are

allocated based on the relative proportion of revenue generated by each segment.

Interest income and interest expense are allocated based

on the use of underlying assets or liabilities within each segment.

Other segment expenses are not material individually and are not

presented separately.

SCHEDULE OF SEGMENT REPORTING

North America

Three months ended

North America

Product revenue

Product revenue - related party

Revenue share – related party

Intelligent Information Service - related party

AI Service Sharing - related party

Total Revenues

Cost of Revenue:

E-commerce platform expenses

Delivery and freight cost

Inventory impairment losses

Total Cost of Revenue

Operating Expenses:

Marketing and advertising

Consulting fee

Warranty expense

Payroll expenses

Professional fees

Travel and entertainment

(Reversal)/provision for credit losses - related party

Office expenses

State B&O tax

Other segment expenses

Other Income/(Expenses):

Marketing campaign

Interest income

Loss on deconsolidation

Interest expense

Other expense

Segment Net Income (Loss)

following table presents total assets by segment as of March 31, 2026 and December 31, 2025.

North America

March 31, 2026

December 31, 2025

Marketable securities held in the trust account

8 — 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 did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

North America

TOTAL SEGMENT ASSETS

Company’s provision for income taxes for the three months ended March 31, 2026 and 2025 consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

Three months ended

Current tax provision

Deferred tax provision

Total provision for income taxes

Company is subject to U.S.

federal and state income taxation.

For the three months ended March 31, 2026 and 2025, the Company recorded

state income tax expense of approximately $ 2,099 and $ 4,323 , respectively, and no federal income tax expense in either period.

Company’s effective tax rate is 1.42 % for the three months ended March 31, 2026 , compared to ( 5.93 %) in the same period last year.

Our effective tax rate is higher than the U.S.

federal statutory tax rate primarily as a result of projected full year profits in US.

of a portion of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future

years to obtain benefit from the reversal of temporary differences.

considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a full valuation

allowance was required as of March 31, 2026.

have not completed a study to determine whether and ownership change per the provisions of Section 382 of the Internal Revenue Code of

1986, as amended, as well as similar state provisions, has occurred.

Utilization of the Company’s net operating loss and income

tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could

occur in the future.

These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can

be utilized annually to offset future taxable income.

In general, an “ownership change” as defined by Section 382 of the

Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage

points of the outstanding stock of a company by certain stockholders.

Currently the approximately 70% of the Company is owned by a single

shareholder since the inception of the Company through 3/31/2026, it is unlikely that a section 382 ownership change has occurred.

following table reconciles the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the three months

ended March 31, 2026 and 2025:

SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE

Three months ended March 31,

Tax provision

Effect of State taxes

federal effect of state tax in deferred

Foreign tax rate differential

R&D tax credits

Change in valuation allowance

Credits generated in current year

Permanent differences

Federal Tax - PY

Federal Penalties

Effective tax rate

of March 31, 2026 and December 31, 2025, the Company had no net deferred tax assets due to a full valuation allowance recorded against

its deferred tax assets.

The components of deferred tax assets and liabilities were as follows:

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

Deferred tax asset attributable to:

Tax effect of net operating losses carried forward

Section 174 costs, net

Warranty liabilities

Inventory reserve

Lease Liability

Right of Use Asset

Deferred tax assets

valuation allowance

Deferred tax assets, net

assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that such assets will be

Based on available evidence, including historical operating results, cumulative losses, projected future taxable income, and

tax planning strategies, management determined that a full valuation allowance was required as of March 31, 2026 and December 31, 2025.

of March 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 1.2 million and state net operating loss

carryforwards of approximately $ 0.6 million, which may be available to offset future taxable income, subject to applicable limitations.

Tax Positions

accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at

the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

An uncertain income tax

position will not be recognized if it has less than a 50% likelihood of being sustained.

The Company provided for state taxes for which

the Company has a state filing requirement but has chosen not to file in these states.

Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying

consolidated statements of operations.

If the uncertain tax positions were recognized, there would not be a material impact on the effective

There were no accrued interest and penalties associated with uncertain tax positions as of March 31, 2026 or December 31, 2025.

reconciliation of the amount of unrecognized tax benefits is as follows:

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

Beginning balances

Increases related to current year tax positions

Ending balances

Company is not currently under examination by federal, state, or foreign taxing authorities.

As of March 31, 2026, the Company’s

2021 through 2024 tax years generally remain subject to examination for U.S.

federal and state income tax purposes.

In certain state

jurisdictions where the Company may have nexus but has not filed income tax returns, the statute of limitations may remain open indefinitely.

The Company’s foreign subsidiaries remain subject to examination by the relevant tax authorities in their respective jurisdictions.

July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act.

AMC is still evaluating elections it may be eligible to make, so currently

not possible to evaluate the impact of the law change to AMC.

AND CONTINGENCIES

the ordinary course of business, the Company may be subject to various commitments and contingencies, including contractual obligations

and potential legal matters.

Company evaluates such matters in accordance with ASC 450, Contingencies , and records a liability when it is probable that a loss

has been incurred and the amount can be reasonably estimated.

If a loss is reasonably possible but not probable, or if the amount cannot

be reasonably estimated, the Company discloses the nature of the contingency.

of March 31, 2026 and December 31, 2025, the Company was not subject to any material pending or threatened litigation, claims, or assessments,

and did not have any material commitments or contingencies that required accrual or disclosure in the condensed consolidated financial

accordance with ASC Topic 855, Subsequent Events , which establishes general standards for the accounting and disclosure of events

that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events and transactions

that occurred after March 31, 2026 through the date the consolidated financial statements were issued.

on this evaluation, management determined that there were no subsequent events that required recognition or disclosure in the accompanying

consolidated financial statements.

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-Q

Item 1. Financial Statements