AMC Robotics Corp美股招股说明书(2026-01-23版)

800,000 SHARES OF COMMON STOCK AND 5,576,301 SHARES OF COMMON STOCK UNDERLYING WARRANTS 2,224,027 SHARES OF COMMON STOCK HELD BY FORMER AFFILIATES 16,000,000 SHARES OF COMMON STOCK HELD BY CURRENT AFFILIATES This prospectus relates to the offer and sale from time to time of up to 24,600,328 shares of common stock, par value $0.0001per share (the “Common Stock”), of AMC Robotics Corporation, a Delaware corporation (the “Company,” “AMC Robotics,” “AMC,”“we,” “us,” “our” or other similar phrases), by the selling securityholders named in this prospectus (the “Selling Securityholders”), ortheir permitted transferees, as follows: (A) 800,000 shares of Common Stock issued by the Company in the PIPE Financing (asdefined below) to the PIPE Investors (as defined below) and 5,576,301 shares of Common Stock issuable upon exercise of outstandingwarrants issued to the PIPE Investors in the PIPE Financing (collectively, the “PIPE Shares”), (B) 2,168,194 Founder Shares (asdefined below) originally issued at a price of approximately $0.014 per share prior to the initial public offering of AlphaVestAcquisition Corp (“AlphaVest”), with which the Company consummated a business combination (the “Business Combination”), and55,833 shares issued to certain of the Selling Securityholders at $10.00 per share upon conversion of loans made by such holders toAlphaVest prior to the Business Combination (collectively, the “AlphaVest Affiliate Shares”) and (C) 16,000,000 shares held bycurrent affiliates of the Company, which shares were acquired in connection with the Business Combination (the “AMC AffiliateShares”). The Selling Securityholders may offer and sell such shares from time to time through any means described in the sectionentitled “Plan of Distribution.” On December 9, 2025 (the “Closing Date”), we consummated the transactions contemplated by that certain BusinessCombination Agreement, dated August 16, 2024 and amended on June 25, 2025 (the “Business Combination Agreement”), with AMCCorporation, a Washington corporation (the “AMC Washington”), and AV Merger Sub Inc., a Washington corporation and wholly-owned subsidiary of AlphaVest (“Merger Sub”). Pursuant to the Business Combination Agreement, immediately prior to, and on thesame date as, the Closing Date, AlphaVest deregistered itself as an exempted company in the Cayman Islands and transferred itself byway of continuation as a Delaware corporation (the “Domestication”). In connection with the Domestication, AlphaVest changed itsname to AMC Robotics Corporation. Thereafter, AMC Washington merged with Merger Sub with AMC Washington surviving andbecoming a wholly-owned subsidiary of AMC Robotics Corporation. In connection with the Business Combination, holders of anaggregate of 6,173,998 ordinary shares sold in AlphaVest’s initial public offering, or a total of 89.5% of the shares sold in suchoffering, exercised their right to redeem those shares for cash. We are registering the resale of certain of the shares of Common Stock covered in this prospectus as required by (i) anamended and restated registration rights agreement, dated as of the Closing Date (the “IPO Registration Rights Agreement”), enteredinto by and among AlphaVest, the Company and certain other parties thereto that were holders of ordinary shares of AlphaVest thatwere issued prior to AlphaVest’s initial public offering and converted into shares of Common Stock upon consummation of theBusiness Combination (the “Founder Shares”) as well as certain other securities and (ii) certain registration rights agreements, dated asof the Closing DATE (the “PIPE Registration Rights Agreements” and together with the IPO Registration Rights Agreement, the“Registration Rights Agreements), entered into by and among the Company and the purchasers (the “PIPE Investors”) of securities inthe private financing that took place simultaneously with the closing of the Business Combination (the “PIPE Financing”). We will not receive any proceeds from the sale or issuance of shares of our Common Stock except with respect to amountsreceived by us upon exercise of the warrants issued in the PIPE Financing to the extent such warrants are exercised for cash at theexercise price of $10.00 per share, which amount of aggregate proceeds, assuming the exercise of all such warrants for cash, could beup to $22.4 million. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cashproceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stockis less than the $10.00 per share exercise price of such warrants, we believe the warrant holders will be less likely to exercise theirwarrants. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the SellingSecurityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders indisposing of