AlphaVest Acquisition Corp美股招股说明书(2025-08-12版)

PROSPECTUS FOR23,443,738SHARES OF COMMON STOCK OF ALPHAVEST ACQUISITION CORP(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OFDELAWARE, WHICH WILL BE RENAMED “AMC ROBOTICS CORPORATION”IN CONNECTION WITH THE BUSINESS COMBINATIONDESCRIBED HEREIN) The board of directors of AlphaVest Acquisition Corp, a Cayman Islands exempted company (“SPAC” or “ATMV”), has approved (i) the de-registration of SPAC as an exempted company in the Cayman Islands and the transfer by way of continuation of SPAC as a Delaware corporation (the“Domestication”); (ii) the Business Combination, with AMC Corporation, a Washington corporation (the “Company” or “AMC”), pursuant to whichAMC will become a wholly owned subsidiary of SPAC; (iii) the Business Combination Agreement, dated as of August 16, 2024 and amended onJune 25, 2025 (the “Business Combination Agreement”), by and among, ATMV, AV Merger Sub Inc, a Washington corporation (the “Merger Sub”and together with ATMV, the “SPAC Parties”), and AMC; (iv) the Ancillary Documents to which SPAC is or will be a party; and (v) the othertransactions contemplated by the Business Combination Agreement. AMC creates and distributes innovative and smart security products and relatedsolutions. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Business Combination Agreement or thesection entitled “Selected Definitions” in the accompanying proxy statement/prospectus. We refer to SPAC following the Business Combination as “Surviving PubCo.” The board of directors of the SPAC (the “SPAC Board”)determined that the Business Combination Agreement (a copy of which is attached to this proxy statement/prospectus asAnnex A), theDomestication, the Merger and the related Transactions are fair to and in the best interest of the SPAC Shareholders, approved and adopted theBusiness Combination Agreement, the Domestication, the Merger and the related Transactions and declared their advisability. As described in thisproxy statement/prospectus, the SPAC Shareholders are being asked to consider a vote upon (among other things) the Business Combination asrecommended by the SPAC Board. The Domestication Immediately prior to, and on the same date as, the consummation of the Business Combination (the “Closing Date”), among other things, SPACshall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the CaymanIslands. In connection with the Domestication, SPAC shall cause: ●Each unit of SPAC (the “SPAC Unit”) that is issued and outstanding immediately prior to the Domestication to be separated into oneordinary share, par value $0.0001 per share, of SPAC (“SPAC Ordinary Share”) and one right of SPAC (“SPAC Right”);●Each SPAC Ordinary Share that is issued and outstanding immediately prior to the Domestication (including those ordinary shares soseparated from the SPAC Units) to be converted into one share of common stock, par value $0.00001 per share, of Surviving PubCo (asincorporated under the laws of Delaware) (the “Surviving PubCo Common Stock”); and●Each SPAC Right that is outstanding immediately prior to the Merger shall convert into one-tenth of one share of Surviving PubCoCommon Stock. The Merger On the Closing Date, immediately following the consummation of the Domestication, Merger Sub shall merge with and into the Company(the “Merger”). As a result of the Merger, the separate existence of Merger Sub shall cease, and the Company shall continue as the survivingcompany of the Merger (the “Surviving Company”). At the Closing, the parties shall cause the Merger to be consummated by filing with theSecretary of State of the State of Washington a certificate of merger (the “Certificate of Merger”), to be executed and filed in accordance with therelevant provisions of the Revised Code of Washington (the “RCW”). The Merger shall become effective on the date and time at which the Certificateof Merger is accepted for filing by the Secretary of State of the State of Washington or at such later date or time as is agreed by SPAC and theCompany and specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”). Pursuant to the terms of the Business Combination Agreement, at the Effective Time, by virtue of the Merger, without any action on the partof any party or any other person: ■Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automaticallycancelled and extinguished and converted into one share of common stock, par value $0.0001 per share, of the Surviving Company (a“Surviving Company Share”).■Each Company Share (other than any Company Shares held in treasury that are cancelled and extinguished and any CompanyDissenting Shares) issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled andextinguished and conv