As filed with the U.S. Securities and Exchange Commission on November 4, 2022.

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~~Registration~~As ~~No.~~filed ~~333-__________~~with the Securities and Exchange Commission on December 30, 2025

~~UNITED~~Registration ~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D~~No.C. ~~20549~~333-

~~FORM~~UNITED ~~S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~STATES

~~AlphaVest~~SECURITIES ~~Acquisition~~AND ~~Corp (Exact~~EXCHANGE ~~name of registrant as specified in its charter)~~COMMISSION

Cayman Islands		6770		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Washington, D.C. 20549

~~AlphaVest~~FORM ~~Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Tel: 203~~S-~~998-5540 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)~~1

~~Yong~~REGISTRATION ~~(David) Yan~~STATEMENT

~~AlphaVest Acquisition Corp~~UNDER

~~420~~THE ~~Lexington~~SECURITIES ~~Ave,~~ACT ~~Suite~~OF ~~2446 New York, NY 10170~~1933

~~Tel: 203-998-5540 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)~~_______________________

~~Copies to:~~AMC Robotics Corporation (Exact name of registrant as specified in its charter)

Michael J. Blankenship Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002 Tel: (713) 651-2600 David A. Miller Jeffrey M. Gallant Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Tel: (212) 818-8800_______________________

Approximate date of commencement of proposed sale to the public:

Delaware

7372

41-3041844

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

As12 ~~soon~~East as49th ~~practicable~~Street, ~~after the effective date of this registration statement.~~Suite 1805

New York, New York 10017

Tel: (734) 709-5127

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Jeffrey Michael Gallant

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44th Floor

New York, NY 10174

Tel: (212) 818-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration ~~statement~~ statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Preliminary Prospectus~~ Subject to ~~Completion~~completion, dated ~~November~~December 430, ~~2022~~2025

~~$60,000,000~~Preliminary Prospectus

~~ALPHAVEST~~AMC ~~ACQUISITION~~ROBOTICS ~~CORP~~CORPORATION

6800,000 SHARES OF COMMON STOCK AND 2,240,000 ~~Units~~ SHARES OF COMMON STOCK UNDERLYING WARRANTS

~~AlphaVest Acquisition Corp is a newly incorporated Cayman Islands exempted company formed for the purpose of effecting a merger~~2, ~~stock exchange~~224,027 ~~asset~~SHARES ~~acquisition,~~OF ~~stock~~COMMON ~~purchase,~~STOCK ~~reorganization,~~HELD orBY ~~similar~~FORMER business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination” or our “business combination.” We may pursue a business combination with a target in any industry that can benefit from the expertise and capabilities of our management team. While our efforts in identifying prospective target businesses will not be limited to a particular geographic region, we intend to focus our search on businesses throughout Asia. However, we will not consummate our initial business combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure.AFFILIATES

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination. We will not issue fractional shares and only whole shares will trade16, ~~so unless you purchase units in multiple of tens~~000, ~~you will~~000 ~~not~~SHARES beOF ~~able~~COMMON toSTOCK ~~receive~~HELD orBY ~~trade~~CURRENT ~~the fractional shares underlying the rights. We have also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.~~AFFILIATES

WeThis ~~will~~prospectus ~~provide~~relates ~~our~~to ~~public shareholders with~~ the ~~opportunity~~offer toand ~~redeem~~sale ~~all~~from ortime ato ~~portion~~time of ~~their~~up ~~ordinary~~to 21,264,027 shares ~~upon the completion~~ of ~~our~~ ~~initial~~common ~~business~~stock, ~~combination~~par atvalue a$0.0001 per- share ~~price~~(the “Common Stock”), ~~payable~~of inAMC ~~cash~~Robotics Corporation, ~~equal~~a toDelaware corporation (the ~~aggregate~~“Company,” ~~amount~~“AMC ~~then~~Robotics,” “AMC,” on“we,” ~~deposit~~“us,” in“our” ~~the~~or ~~trust~~other ~~account, described~~similar ~~below~~phrases), asby ofthe ~~two~~selling ~~business~~securityholders ~~days~~named in ~~prior~~this toprospectus (the ~~consummation~~“Selling ofSecurityholders”), ~~our~~or ~~initial~~their ~~business~~permitted ~~combination~~transferees, ~~including~~as ~~interest~~follows: (A) 800,000 shares of Common ~~earned~~Stock onissued by the ~~funds~~Company ~~held~~ in the ~~trust~~PIPE ~~account,~~Financing ~~and~~(as ~~not~~defined ~~previously~~below) ~~released~~ to usthe toPIPE ~~pay~~Investors ~~our~~(as ~~taxes,~~defined ~~divided~~below) byand ~~the~~2,240,000 ~~number~~shares of ~~then~~ ~~outstanding~~Common ~~ordinary~~Stock ~~shares~~issuable ~~that~~upon ~~were~~exercise ~~sold~~of asoutstanding ~~part~~warrants ofissued to the ~~units~~PIPE Investors in ~~this~~the ~~offering,~~PIPE ~~which~~Financing ~~we refer to~~ (collectively, ~~throughout~~the ~~this prospectus~~“PIPE asShares”), ~~our~~(B) ~~public shares~~2,168,194 ~~subject~~Founder toShares ~~the~~(as ~~limitations~~defined ~~described~~below) ~~herein.~~originally Ifissued weat ~~are~~a ~~unable~~price toof ~~complete~~approximately ~~our~~$0.014 ~~business~~per ~~combination~~share ~~within~~prior 12to ~~months from~~ the ~~closing~~initial ofpublic ~~this~~ offering ~~(or~~of upAlphaVest toAcquisition 18Corp ~~months~~(“AlphaVest”), ifwith wewhich ~~extend~~ the ~~time~~Company toconsummated ~~complete~~ a business combination as(the ~~described in~~“Business ~~this prospectus~~Combination”), weand ~~will~~55,833 ~~redeem~~shares ~~100%~~issued to certain of the ~~public~~Selling ~~shares~~Securityholders at a$10.00 per- share ~~price,~~upon ~~payable~~conversion inof ~~cash,~~loans ~~equal~~made toby ~~the~~such ~~aggregate~~holders ~~amount~~to ~~then on~~AlphaVest ~~deposit~~prior into the ~~trust~~Business ~~account~~Combination (collectively, ~~including~~the ~~interest~~“AlphaVest Affiliate ~~earned~~Shares”) onand ~~the~~(C) ~~funds~~16,000,000 shares held inby ~~the~~current ~~trust~~affiliates ~~account~~of ~~and~~the ~~not~~Company, ~~previously~~which ~~released to~~shares uswere toacquired ~~pay~~in ~~our~~connection with ~~taxes~~the Business Combination (~~less~~the up“AMC toAffiliate ~~$100,000~~Shares”). ofThe ~~interest~~Selling toSecurityholders ~~pay~~may ~~dissolution~~offer ~~expenses),~~and ~~divided~~sell bysuch ~~the~~shares ~~number~~from time ofto ~~then~~time ~~outstanding public~~through ~~shares,~~any ~~subject~~means todescribed ~~applicable~~in ~~law~~the ~~and~~section asentitled ~~further~~“Plan ~~described~~of ~~herein~~Distribution.”

~~Our sponsor,~~On ~~AlphaVest~~December ~~Holding LP~~9, ~~which~~2025 we(the ~~refer to throughout this prospectus as our~~ “~~sponsor,”~~Closing ~~and EarlyBirdCapital~~Date”), ~~Inc., the~~we ~~representative~~consummated of the ~~underwriters~~transactions incontemplated ~~this~~by ~~offering,~~that ~~and~~certain ~~which~~Business ~~we refer to throughout this prospectus as “EBC” or the~~Combination ~~“representative~~Agreement,” ~~have~~dated ~~agreed~~August ~~that~~16, ~~they~~2024 and~~/or~~ ~~their~~amended ~~designees~~on ~~will~~June ~~purchase from us an aggregate of 390~~25,~~000 private~~ ~~units~~2025 (~~365,000~~the ~~private~~“Business ~~units~~Combination ~~to be purchased by our sponsor and 25~~Agreement”),~~000~~ ~~private~~with ~~units~~AMC ~~to be purchased by EBC or its~~Corporation, ~~designees) at~~ a ~~price~~Washington ofcorporation ~~$10.00~~(the ~~per~~“AMC ~~unit~~Washington”), ~~for~~and aAV ~~total~~Merger ~~purchase~~Sub ~~price of $3~~Inc.,~~900,000~~ in a ~~private~~Washington ~~placement~~corporation ~~that~~and ~~will~~wholly-owned ~~close~~subsidiary ~~simultaneously with the closing~~ of ~~this~~AlphaVest ~~offering~~(“Merger Sub”). WePursuant ~~refer~~ to ~~these~~the ~~units~~Business ~~throughout~~Combination ~~this~~Agreement, ~~prospectus~~immediately asprior ~~the~~to, ~~“private units.” Our sponsor~~ and ~~EBC~~on ~~have~~the ~~also~~same ~~agreed~~date ~~that if~~ as, the ~~over-allotment~~Closing ~~option~~Date, isAlphaVest ~~exercised~~deregistered byitself ~~the~~as ~~underwriters~~an inexempted ~~full~~company or in ~~part,~~the ~~they~~Cayman Islands and~~/or~~ ~~their~~transferred ~~designees~~itself ~~will~~by ~~purchase~~way ~~from~~of uscontinuation as ~~up to an additional 40,500 private units on~~ a ~~pro rata~~Delaware ~~basis~~corporation (~~37,904~~the ~~private~~“Domestication”). ~~units~~In toconnection bewith ~~purchased~~the byDomestication, ~~our~~AlphaVest ~~sponsor~~changed ~~and~~its ~~2,596~~name ~~private units~~ to ~~be purchased by EBC or its~~AMC ~~designees)~~Robotics atCorporation. aThereafter, ~~price~~AMC ofWashington ~~$10.00~~merged ~~per~~with ~~unit~~Merger inSub anwith ~~amount~~AMC ~~that~~Washington issurviving ~~necessary~~and tobecoming ~~maintain~~a inwholly-owned ~~the~~subsidiary of ~~trust~~AMC ~~account~~Robotics ~~$10~~Corporation.20 ~~per~~In ~~unit~~connection ~~sold~~with to the ~~public~~Business inCombination, ~~this~~holders ~~offering.~~of ~~The~~an ~~private~~aggregate ~~units~~of ~~are~~6,173,998 ~~identical~~ordinary toshares ~~the units~~ sold in ~~this offering, subject to limited~~ ~~exceptions.~~ AlphaVest’s ~~Holding~~initial LPpublic ~~and EBC have agreed not to transfer~~offering, ~~assign~~ or ~~sell~~a ~~any~~total of ~~the~~89.5% ~~private~~of ~~units or underlying securities (except to~~ the ~~same~~shares ~~permitted~~sold ~~transferees~~in assuch ~~the founder shares~~offering, ~~and~~exercised ~~provided~~their ~~the~~right ~~transferees agree~~ to ~~the~~redeem ~~same terms and~~those ~~restrictions as the permitted transferees of the founder~~ shares ~~must~~for ~~agree to, each as described herein) until the completion of our initial business combination~~cash.

AsWe ~~indicated~~are ~~above,~~registering ~~while~~the weresale ~~intend~~of tocertain ~~focus~~of ~~our~~the ~~search~~shares onof ~~businesses~~Common inStock ~~Asia,~~covered wein ~~are~~this ~~not~~prospectus ~~limited~~as torequired aby ~~particular~~(i) ~~industry~~an oramended ~~geographic~~and restated ~~region~~registration ~~for~~rights ~~purposes~~agreement, ofdated ~~consummating~~as anof ~~initial~~the ~~business~~Closing ~~combination.~~Date ~~Because~~(the ~~our~~“IPO ~~management~~Registration ~~team~~Rights ~~has~~Agreement”), aentered ~~substantial~~into ~~network~~by ~~in the People’s~~and ~~Republic~~among ~~of China~~AlphaVest, ~~including,~~the ~~solely~~Company ~~for~~and ~~purposes~~certain ofother ~~this~~parties ~~prospectus,~~thereto ~~Hong~~that ~~Kong,~~were ~~Taiwan~~holders ~~and~~of ~~Macau,~~ordinary ~~which~~shares weof ~~refer~~AlphaVest tothat ~~throughout~~were ~~this~~issued prior ~~prospectus~~to ~~collectively~~AlphaVest’s asinitial ~~the~~public ~~“PRC”~~offering orand ~~“China”,~~converted weinto ~~may~~shares ~~pursue~~of aCommon ~~business~~Stock ~~combination~~upon ~~with~~consummation aof ~~company~~the ~~doing~~Business ~~business~~Combination in(the ~~China,~~“Founder ~~which~~Shares”) ~~may~~as ~~have~~well ~~legal~~as ~~and~~certain ~~operational~~other ~~risks~~securities ~~associated~~and ~~with~~(ii) ~~such~~certain aregistration ~~decision.~~rights ~~However~~agreements, wedated ~~will~~as ~~not~~of ~~consummate~~the Closing ~~our~~DATE ~~initial business~~(the ~~combination~~“PIPE ~~with~~Registration anRights ~~entity~~Agreements” orand ~~business~~together with ~~China~~the ~~operations~~IPO ~~consolidated~~Registration ~~through~~Rights aAgreement, ~~VIE~~the ~~structure.~~“Registration Rights ~~The~~Agreements), ~~ownership~~entered ofinto ~~our securities~~ by ~~U.S.~~and ~~investors~~among ~~may limit~~ the ~~pool~~Company ofand ~~acquisition~~the ~~candidates~~purchasers we(the ~~may~~“PIPE ~~acquire~~Investors”) inof ~~China,~~securities in ~~particular, due to~~ the ~~relevant PRC laws and~~ ~~regulations~~private ~~against~~financing ~~foreign~~that ~~ownership~~took ofplace ~~and~~simultaneously ~~investment~~with inthe ~~certain~~closing ~~assets~~of ~~and~~the ~~industries,~~Business ~~known~~Combination as(the ~~restricted~~“PIPE ~~industries~~Financing”).

~~The~~We ~~governing~~will ~~laws~~not ~~and~~receive ~~regulations~~any ofproceeds ~~the~~from ~~PRC are sometimes vague and uncertain, and therefore,~~ the ~~vagueness~~sale ~~and~~or ~~uncertainties~~issuance inof ~~these laws~~shares ~~and~~of ~~regulations~~our ~~may~~Common ~~result~~Stock inexcept awith ~~material~~respect ~~change~~ to ~~our~~amounts ~~operations~~received ~~and~~by ~~the~~us ~~value~~upon exercise of ~~our~~the ~~ordinary~~warrants ~~shares~~issued ~~if we complete our business combination with a target~~ in ~~China. Further,~~ the ~~Chinese~~PIPE ~~government~~Financing ~~may~~to ~~intervene~~the orextent ~~influence~~such ~~the~~warrants ~~operations~~are ofexercised ~~the~~for ~~PRC~~cash ~~operating entities~~ at ~~any~~the ~~time~~exercise ~~and~~price ~~may~~of ~~exert~~$10.00 per ~~more~~share, ~~control~~which ~~over~~amount ~~offerings~~of ~~conducted~~aggregate ~~overseas and/or foreign investment in China-based issuers~~proceeds, ~~which~~ ~~could~~assuming ~~result in a material change in~~ the ~~operations~~exercise of ~~the~~all ~~PRC~~such ~~operating~~warrants ~~entities~~for ~~and/or~~cash, ~~the~~could ~~value~~be ofup ~~our~~to ~~securities~~$22.4 Inmillion. ~~addition,~~We ~~any~~believe ~~actions by~~ the ~~Chinese~~likelihood ~~government to exert more oversight and control over offerings~~ that ~~are~~warrant ~~conducted~~holders ~~overseas~~will ~~and/or~~exercise ~~foreign~~their ~~investment in~~warrants, ~~China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors~~ and ~~cause~~therefore the ~~value~~amount of ~~such~~cash ~~securities~~proceeds tothat ~~significantly~~we ~~decline~~would ~~or be worthless. For instance~~receive, ~~the PRC government recently initiated~~ ais ~~series~~dependent ofupon ~~regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in~~ the ~~securities~~ market, ~~adopting~~price ~~new measures to extend the scope~~ of ~~cybersecurity~~our ~~reviews,~~Common ~~and expanding the efforts in anti-monopoly enforcement~~Stock. ~~However,~~If since these statements and regulatory actions are new and have not been officially implemented, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the ~~potential~~market ~~impact such~~price ~~modified~~for ~~or new laws and regulations will have on~~ our ~~ability~~Common toStock ~~acquire~~is orless ~~merge~~than ~~with a target company with major operations in China, and~~ the ~~post-combination company’s ability to conduct its business, accept foreign investments and list on a U~~$10.S.00 orper ~~other foreign~~share ~~exchange, is unknown. Accordingly, modified or new laws and regulations could result in a material change in the target company’s~~exercise ~~post-combination~~price ~~operations, significant depreciation~~ of ~~the~~such ~~value of our ordinary shares~~warrants, orwe abelieve ~~complete~~the ~~limitation~~warrant ofholders ~~our~~will ~~ability~~be ~~to offer~~less orlikely ~~continue~~ to ~~offer~~exercise ~~our~~their ~~securities to investors~~warrants.

~~Pursuant~~We towill ~~the~~pay ~~Holding Foreign Companies Accountable Act (“HFCAA”),~~ the ~~Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16~~expenses, ~~2021~~other ~~which~~than ~~found~~underwriting ~~that~~discounts the PCAOB is unable to completely inspect or investigate registered public accounting firms headquartered in: (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China; and ~~(2)~~commissions ~~Hong Kong, a Special Administrative Region~~ and ~~dependency~~expenses ofincurred ~~the PRC, because of a position taken~~ by ~~one or more authorities in Hong Kong. In addition,~~ the ~~PCAOB’s~~Selling ~~report~~Securityholders ~~identified~~for ~~the specific registered public accounting firms which are subject to these determinations. On August 26~~brokerage, ~~2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the~~ ~~Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public~~ accounting ~~firms headquartered in mainland China and Hong Kong completely~~, ~~consistent~~tax ~~with~~or ~~U.S.~~legal ~~law.~~services The Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. In addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or ~~investigates.~~any ~~While~~other ~~significant,~~expenses ~~uncertainties~~incurred ~~still~~by ~~exist as to how~~ the ~~Statement~~Selling ofSecurityholders ~~Protocol will be implemented and whether the applicable parties will comply with the framework. Our registered public accounting firm, UHY LLP, headquartered~~ in ~~New~~disposing York, NY, is an independent registered public accounting firm registered with the PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess UHY LLP’s compliance with applicable professional standards, and UHY LLP was not identified in the PCAOB’s report as a firm subject to the PCAOB’s determination. The PCAOB currently has access to inspect the working papers of ~~our auditor. Notwithstanding~~ the ~~foregoing~~securities, ~~in the event~~associated ~~that we complete a business combination~~ with ~~a company,~~ the ~~auditor~~sale of ~~which the PCAOB is not able to fully conduct inspections on, it could cause us to fail to be in compliance with U.S.~~ securities ~~laws~~pursuant ~~and regulations. We could subsequently cease~~ to bethis ~~listed on a U~~prospectus.S. securities exchange, and U.S. trading of our shares could be prohibited under the HFCAA and Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”). See “Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — U.S. laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act, may restrict or eliminate our ability to complete a business combination with certain companies” on page 81.

~~Although~~Our weregistration ~~currently do not have any PRC subsidiary or China operations, our sponsor’s major shareholder, Pengfei Zheng, is a non-U.S. person, and a majority~~ of ~~our officers and directors are located in, or have significant ties to, China, which may make us a less attractive partner to potential target companies outside~~ the ~~PRC,~~securities ~~thereby~~covered limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder for us to complete an initial business combination with a non-China-based target company. For example, a combination with a U.S. target company may be subject to review by athis ~~U.S.~~prospectus ~~government~~does ~~entity~~not ormean ~~may~~that ~~ultimately be prohibited. Furthermore,~~ the ~~additional~~Selling ~~time~~Securityholders ~~that~~will ~~could~~offer ~~be required for governmental review of the transaction~~ or ~~complete~~sell ~~prohibition~~any of the ~~transaction~~ ~~could~~securities. ~~prevent~~The usSelling ~~from~~Securityholders ~~completing~~may anoffer ~~initial business combination~~ and ~~require~~sell ~~us to liquidate. In~~ the ~~event~~securities ofcovered ~~liquidation,~~by ~~investors would~~this ~~lose~~prospectus ~~their~~in ~~investment~~a ~~opportunity~~number inof ~~potential~~different ~~target~~ways ~~companies,~~and at ~~any~~varying ~~price~~prices. ~~appreciation~~We inprovide amore ~~combined~~information ~~company,~~on ~~and~~the ~~their~~foregoing ~~financial investment~~ in the ~~rights,~~section ~~which~~entitled ~~would~~“Plan ~~expire~~of ~~worthless~~Distribution.” ~~See~~In ~~“Risk Factors — Risks Related to our Search for~~addition, ~~Consummation~~ certain of, orthe ~~Inability~~securities tobeing ~~Consummate,~~registered ahereby ~~Business~~are ~~Combination~~subject ~~— Our ability~~ to ~~complete~~transfer arestrictions ~~business~~that ~~combination~~ may beprevent ~~impacted by~~ the ~~fact~~ ~~that~~Selling ~~our~~Securityholders ~~sponsor’s major shareholder, Pengfei Zheng, is a non-U.S. person, and a majority of our officers and directors are~~from ~~located~~offering ~~in,~~ or ~~have~~selling ~~significant~~of ~~ties~~such ~~to,~~securities ~~China.~~upon ~~This~~the ~~may~~effectiveness ~~make~~of ~~us a less attractive partner to potential target companies outside~~ the ~~PRC,~~ ~~thereby~~registration ~~limiting~~statement ~~our pool~~ of ~~acquisition~~which ~~candidates~~this ~~and~~prospectus ~~making~~is ~~it harder for us to complete an initial business combination with~~ a ~~non-China-based target company~~part. ~~For~~See ~~example, we may not be able to complete an initial business combination with a U.S. target company~~“Description ~~since~~of ~~such~~Securities” ~~initial~~for ~~business~~more ~~combination may be subject to U~~information.~~S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.”~~

WeYou ~~are~~should aread ~~blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of~~ this ~~offering~~ ~~and, following the closing of this offering, searching for a suitable target to consummate an initial business combination. As of the date of this~~ prospectus, weand ~~have not made~~ any ~~transfers,~~prospectus ~~dividends~~supplement or ~~distributions~~amendment tocarefully ~~any~~before ~~person~~you orinvest entity. We may retain all of our available funds and any future earnings following a business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in ~~the foreseeable future. If we were to consummate a business combination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions to~~ our ~~PRC subsidiaries through intermediate holding companies, and only if we satisfy the applicable government registration and approval requirements~~securities. InOur ~~addition,~~Common ~~if we were to~~Stock ~~consummate~~is atraded business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividends only out of their accumulated profits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of their registered capital. This portion of such PRC subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. Furthermore, the PRC government imposes controls on the ~~convertibility~~Capital ofMarket ~~the Renminbi into foreign currencies and, in certain cases, the remittance~~ of ~~currency out of China. Assuming we consummate a business combination with a China-based target, if~~ the ~~foreign~~Nasdaq ~~exchange~~Stock ~~control~~Market ~~system~~LLC prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Prospectus Summary — Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (~~Post-Business Combination)~~“Nasdaq” on) ~~page~~under 11the ~~and~~symbol ~~see~~ “~~Risk~~AMCI”. ~~Factors—~~On ~~Risks Related to Acquiring and Operating a Business Outside of the United States —~~December ~~If we merge with a China-based operating company~~29, ~~then PRC regulation on loans to~~2025, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to the ~~PRC~~last ~~entity,~~reported ifsale ~~any,~~price ~~which could materially and adversely affect our liquidity and our ability to fund and expand our business” on page 79, “Risk Factors – Risks Related to Acquiring and Operating a Business Outside~~ of the United States – If we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation of our ~~initial~~Common ~~business~~Stock ~~combination”~~ on ~~page 79~~Nasdaq ~~and~~was ~~“Risk~~$8.91 ~~Factors~~per – Risks Related to Acquiring and Operating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment” on page 80share.

~~Our~~The ~~sponsor~~securities ~~currently~~registered ~~owns~~for ~~1,725,000~~resale ~~ordinary~~by ~~shares~~this ~~(up~~prospectus torepresent ~~225,000~~a ~~ordinary~~substantial ~~shares~~percentage of ~~which~~our ~~are~~total ~~subject~~outstanding toCommon ~~forfeiture~~Stock ~~depending on~~as of the date ~~extent~~of tothis ~~which~~prospectus. The sale of all securities being offered by this prospectus could result in a significant decline in the ~~underwriters’~~public trading ~~over-allotment~~price ~~option~~of isour ~~exercised)~~Common Stock. WeEven ~~refer~~if tothe ~~these~~current ~~ordinary~~trading ~~shares~~price ~~throughout this~~of ~~prospectus~~the asCommon Stock is close to the ~~“founder~~price at which the shares” orwere issued ~~“Founder~~in ~~Shares”.~~AlphaVest’s Ininitial ~~addition~~public offering, ~~EBC~~certain ~~and~~of ~~its designees~~the ~~currently~~Selling ~~own~~Securityholders have an ~~aggregate~~incentive ofto ~~125,000~~sell ~~ordinary~~because ~~shares~~they ~~issued~~will still byprofit ~~the~~on ~~Company~~sales due to ~~EBC~~the inlower ~~July~~price ~~2022~~at which they purchased their shares compared to the public investors. WeThe public securityholders ~~refer~~may tonot ~~these~~experience ~~ordinary~~a ~~shares~~similar ~~throughout~~rate ~~this~~of ~~prospectus~~return ason the ~~“EBC~~securities ~~founder~~they ~~shares”~~purchase ordue ~~“EBC~~to ~~Founder~~differences in the purchase prices and the current ~~Shares”~~trading price.

Currently, there is no public market for our units, ordinary shares or rights. We have applied to list our units on The Nasdaq Global Market, or “NASDAQ”, under the symbol “ATMVU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The ordinary shares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and rights will be listed on NASDAQ under the symbols “ATMV” and “ATMVR”, respectively.______________________________

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. ~~No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.~~

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 33 for a discussion of the information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors under Rule 419 blank check offerings.______________________________

~~Neither~~Investing ~~the~~in ~~SEC~~our ~~nor any state~~ securities ~~commission~~involves ~~has~~a ~~approved~~high ordegree ~~disapproved~~ of ~~these securities or determined if this prospectus is truthful or complete~~risk. ~~Any~~See ~~representation~~the tosection ~~the~~entitled ~~contrary~~“Risk isFactors” abeginning ~~criminal~~on ~~offense~~page 10.

	Per Unit		Total
Public offering price	$	10.00	$	60,000,000
Underwriting discounts and commissions(1)	$	0.25	$	1,500,000
Proceeds, before expenses, to AlphaVest Acquisition Corp	$	9.75	$	58,500,000

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

~~(1)~~Prospectus dated ~~The underwriters have received and will receive compensation in addition to the underwriting discount~~_________, including the EBC founder shares and fees pursuant to a Business Combination Marketing Agreement. See the section of this prospectus entitled “Underwriting” for a description of compensation and other items of value payable to the underwriters.2026

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $61,200,000 or $70,380,000, if the underwriters’ over-allotment option is exercised in full, ($10.20 per public share) will be deposited into a U.S.-based trust account at UBS with Continental Stock Transfer & Trust Company, acting as trustee, approximately $2,050,000, or $2,275,000, if the underwriters’ over-allotment option is exercised in full, will be used to pay fees and expenses in connection with the closing of this offering, including underwriting discounts and commissions, and an estimated $650,000 will be available for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2022.

Book-Running Manager

EARLYBIRDCAPITAL, INC.

Co-Manager

REVERE SECURITIES

, 2022

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

		Page
About This Prospectus		1
Frequently Used Terms		2
Forward-Looking Statements		4
Prospectus Summary		5
Risk Factors		10
Use of Proceeds		29
Unaudited Pro Forma Condensed Combined Financial Information		30
Business		40
Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
Management		59
Executive Compensation		63
Certain Relationships and Related Party Transactions		64
Beneficial Ownership of Securities		70
Selling Securityholders		71
Description of Securities		72
Securities Act Restrictions on Resale of Securities		76
United States Federal Income Tax Considerations		77
Plan of Distribution		81
Legal Matters		84
Experts		84
Where You Can Find More Information		84
Index to Financial Statements		F-1

		Page
Summary		1
Risk Factors		33
Cautionary Note Regarding Forward-Looking Statements		86
Use of Proceeds		87
Dividend Policy		91
Dilution		92
Capitalization		93
Management’s Discussion and Analysis of Financial Condition and Results of Operations		94
Proposed Business		100
Management		123
Principal Shareholders		131
Certain Relationships and Related Party Transactions		133
Description of Securities		135
United States Federal Income Tax Considerations		150
Underwriting		158
Legal Matters		167
Experts		167
Where You Can Find Additional Information		167
Index to Financial Statements		F-1

~~SUMMARY~~Table of Contents

~~This~~ABOUT ~~summary~~THIS only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.PROSPECTUS

~~Unless~~This ~~otherwise~~prospectus ~~stated~~is inpart ~~this~~of ~~prospectus,~~a orregistration statement on Form S-1 that we filed with the ~~context~~Securities ~~otherwise~~and ~~requires,~~Exchange ~~references~~Commission (the “SEC”). The Selling Securityholders may use the registration statement to sell up to: (A) 3,040,000 PIPE Shares, (B) 2,224,027 AlphaVest Affiliate Shares and (C) 16,000,000 AMC Affiliate Shares. The Selling Securityholders may offer and sell such shares from time to time through any means described in the section entitled “Plan of Distribution.”

● “amended and restated memorandum and articles of association” are to our memorandum and articles of association to be in effect upon completion of this offering; ● “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same We may bealso ~~amended~~file ~~from~~a ~~time~~prospectus tosupplement ~~time; ● “company,” “our company” “we,” “us” or “our” are~~ to ~~AlphaVest Acquisition Corp~~add, aupdate ~~Cayman Islands exempted company; ● “EBC founder shares”~~ or ~~“EBC~~change ~~Founder~~information ~~Shares”~~included ~~are~~in tothis ~~125,000 ordinary shares that we issued to EarlyBirdCapital, Inc~~prospectus. ~~for~~Any anstatement ~~aggregate~~contained ~~purchase price of $1,750~~ in ~~a private placement prior to~~ this prospectus ~~offering (for the avoidance of doubt, such ordinary shares~~ will ~~not~~ be ~~“public~~deemed ~~shares”); ● “equity-linked securities” are~~ to ~~any~~be ~~securities~~modified ~~of our company which are convertible into~~ or ~~exchangeable~~superseded ~~or exercisable~~ for, ~~ordinary~~purposes ~~shares~~ of ~~our~~this ~~company,~~prospectus ~~including but not limited~~ to athe ~~private~~extent ~~placement of equity or debt; ● “founder shares” are to 1,725,000 ordinary shares~~ that wea ~~have~~statement ~~issued~~contained ~~to our sponsor for an aggregate price of $25,000~~ in asuch prospectus ~~private~~supplement ~~placement~~modifies ~~prior~~or tosupersedes ~~this~~such ~~offering~~statement. ~~(for~~Any ~~the~~statement ~~avoidance~~so ofmodified ~~doubt, such ordinary shares~~ will ~~not~~ be ~~“public~~deemed ~~shares”); ● “initial shareholders” are~~ to ~~our~~constitute ~~sponsor~~a ~~and~~part ~~the other holders~~ of ~~our~~this ~~founder~~prospectus only ~~shares~~as ~~prior~~so ~~to this offering~~modified, ~~but excluding the holders of the EBC founder shares; ● “management” or our “management team” are to our officers~~ and ~~directors;~~any ●statement ~~“ordinary~~so ~~shares”~~superseded ~~are~~will tobe ~~our~~deemed ~~ordinary~~not ~~shares, par value $0.0001 per share; ● “private rights” are~~ to ~~the~~constitute rights included in the private units, which are identical to the public rights, subject to certain exceptions; ● “private shares” are to our ordinary shares included in the private units, which are identical to the public shares, subject to certain exceptions; ● “private units” are to the units issued to our sponsor, EBC and/or their designees in a ~~private~~part ~~placement simultaneously with the closing~~ of this ~~offering, as well as any units that may be issued upon conversion of the working capital loans, which are identical to the public units, subject to certain exceptions;~~prospectus.

●You should ~~“public~~rely ~~rights”~~only ~~are~~on to the ~~rights~~information tocontained ~~receive one-tenth of one ordinary share upon the consummation of an initial business combination that are being sold as part of the units~~ in this ~~offering; ● “public shares” are to our ordinary shares sold as part of the units in this offering; ● “public shareholders” are to the holders of our public shares~~prospectus, ~~including~~any ~~our~~applicable ~~initial~~prospectus ~~shareholders~~supplement ~~and/~~or ~~members~~any ofrelated ~~our~~free ~~management~~writing team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and/or member of our management team’s status as a “public shareholder” shall only exist with respect to such public shares; ● “public units” are to the units sold in this offering, each consisting of one ordinary share and one right; ● “rights” are to the public rights and the private rights; ● “sponsor” is to AlphaVest Holding LP, a Delaware limited partnership; and ● “units” are to the public units and the private unitsprospectus.

~~Registered~~Neither ~~trademarks~~we ~~referred~~nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, ~~are~~any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the ~~property~~Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, ~~their~~any ~~respective~~other ~~owners.~~information ~~Unless~~that weothers may ~~tell~~give you. ~~otherwise,~~This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, ~~assumes~~any ~~that~~applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the ~~underwriters~~offer ~~will~~or sale is not ~~exercise~~permitted. You ~~their~~should ~~over-allotment~~assume ~~option~~that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

~~Any~~This ~~forfeiture~~prospectus contains summaries of ~~shares~~certain ~~described~~provisions contained in ~~this~~some ~~prospectus~~of ~~will~~the ~~take~~documents ~~effect~~described asherein, abut ~~surrender~~reference ofis ~~shares~~made to the actual documents for nocomplete ~~consideration~~information. All of ~~such~~the ~~shares~~summaries asare ~~a matter~~qualified ofin ~~Cayman~~their ~~Islands~~entirety ~~law~~by the actual documents. ~~Any~~Copies ~~share~~of ~~dividends~~some of ~~described~~the indocuments ~~this~~referred ~~prospectus~~to herein have been filed, will ~~take~~be ~~effect~~filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a ~~share~~part, ~~capitalization~~and you may obtain copies of those documents as adescribed ~~matter~~below under “Where You ofCan ~~Cayman~~Find ~~Islands~~More ~~law~~Information.”

The Nasdaq ticker symbol for the Company’s Common Stock is “AMCI.”

~~PROPOSED BUSINESS~~Table of Contents

~~Our~~FREQUENTLY ~~Company~~USED TERMS

WeUnless ~~are~~otherwise astated ~~blank check company incorporated on January 14, 2022, as a Cayman Islands exempted company for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization~~ or similar business combination, which we refer to throughout this prospectus as our “business combination” or “initial business combination,” with one or more businesses, which we refer to throughout this prospectus as a “target business” or “target businesses”. We are not limited to nor required to pursue any specific target industry or geographic location, although we intend to initially focus our search on target businesses in Asia. However, we will not consummate our initial business combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure. The ownership of our securities by U.S. investors may limit the ~~pool of~~context ~~acquisition~~otherwise ~~candidates we may acquire in China~~requires, ~~in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment in certain assets and industries, known~~ as ~~restricted~~used ~~industries. The approval of PRC regulatory agencies may be required~~ in ~~connection~~this with our initial business combination, and if required, we may not be able to obtain such approval. See “Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States” on page 31. We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. We have not selected any specific target business and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination with us. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination.prospectus:

~~We may~~● ~~retain~~“AMC ~~all~~Washington” ofmeans ~~our~~AMC ~~available~~Corporation, ~~funds~~a Washington corporation and ~~any~~wholly-owned ~~future~~subsidiary ~~earnings~~of ~~following~~the anCompany ~~initial~~since ~~business~~the ~~combination~~consummation toof ~~fund~~the Business Combination; ● “Business Combination” means the ~~development~~Domestication, Merger and ~~growth of~~the ~~our~~other ~~business.~~transactions Ascontemplated aby ~~result,~~the weBusiness ~~may~~Combination ~~not~~Agreement ~~pay~~and ~~any~~the ~~cash~~other ~~dividends~~agreements entered into by AMC Washington and AlphaVest in connection with the ~~foreseeable~~Business ~~future.~~Combination; If● we“Business ~~were~~Combination toAgreement” ~~consummate~~means anthe ~~initial~~Business ~~business combination~~Combination ~~with~~Agreement, aby ~~China-based~~and ~~target~~among AlphaVest, weAMC ~~will~~Washington beand ~~permitted~~Merger ~~under~~Sub; ~~PRC~~● ~~laws~~“Bylaws” ~~and~~means ~~regulations~~the tobylaws ~~make~~of ~~loans~~the orCompany; ~~capital~~● ~~contributions~~“Charter” ~~to our~~means ~~PRC~~the ~~subsidiaries~~certificate ~~through~~of ~~intermediate~~incorporation ~~holding~~of ~~companies~~the Company; ● “Closing” means the closing of the Business Combination; ● “Closing Date” means December 9, ~~and~~2025, ~~only~~the ifdate weon ~~satisfy~~which the ~~applicable~~Closing ~~government~~occurred; ~~registration~~● ~~and~~“Code” ~~approval requirements.~~means ~~See~~the Internal Revenue Code of 1986, as amended; ● “~~Risk~~Common ~~Factors—~~Stock” ~~Risks~~means ~~Related~~shares toof ~~Acquiring~~common ~~and~~stock, ~~Operating~~par avalue ~~Business~~$0.0001 ~~Outside~~per share, of the ~~United~~Company; ~~States~~● ~~— If~~“Company”, “AMC,” “we,” ~~merge~~“us”, ~~with~~“our” aor ~~China-based~~other ~~operating~~similar ~~company~~phrases means AMC Robotics Corporation, ~~then~~a ~~PRC~~Delaware ~~regulation~~corporation; on● ~~loans~~“DGCL” ~~to,~~means ~~and~~the ~~direct~~Delaware ~~investment~~General inCorporation Law, ~~PRC~~as ~~entities~~amended; by● ~~offshore holding~~“Domestication” ~~companies~~means ~~and~~the ~~governmental~~deregistration ~~control~~of AlphaVest as an exempted company in ~~currency~~the ~~conversion~~Cayman ~~may~~Islands ~~delay~~and orthe ~~prevent~~transfer usby ~~from~~way ~~making~~of ~~loans~~continuation toof orAlphaVest ~~making~~as ~~additional~~a ~~capital contributions~~Delaware tocorporation; ● “Exchange Act” means the ~~PRC~~Securities ~~entity,~~Exchange ifAct ~~any~~of 1934, ~~which~~as ~~could~~amended; ~~materially~~● ~~and~~“Founder ~~adversely~~Shares” ~~affect~~means ~~our~~the ~~liquidity~~ordinary ~~and~~shares ~~our~~of ~~ability~~AlphaVest acquired by certain of the Selling Securityholders prior to ~~fund~~AlphaVest’s ~~and~~initial ~~expand our~~public ~~business~~offering which became shares of Common Stock upon the Domestication; ● “GAAP” onmeans ~~page~~generally 79accepted accounting principles in the United States; ● “IRS” means the Internal Revenue Service; ● “JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended; ● “Merger Sub” means AV Merger Sub Inc., a Washington corporation and wholly-owned subsidiary of AlphaVest prior to the Business Combination;

If we were to consummate an initial business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividends only out of their accumulated profits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of their registered capital. This portion of such PRC subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. See also “Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation of our initial business combination” on page 79.

In addition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Assuming we consummate an initial business combination with a China-based target, if the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment” on page 80.

If we were to consummate an initial business combination with a China-based target, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10% which, in the case of dividends, will be withheld at source if such gain is regarded as income derived from sources within the PRC. See also “Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treaty benefits” on page 80.

We believe our management team is well positioned to identify opportunities offering attractive risk-adjusted returns and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our management team and their affiliates, will enable us to pursue a broad range of opportunities.

Although we currently do not have any PRC subsidiary or China operations, our sponsor’s major shareholder, Pengfei Zheng, is a non-U.S. person, and a majority of our officers and directors are located in, or have significant ties to, China, which may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder for us to complete an initial business combination with a non-China-based target company. For example, a combination with a U.S. target company may be subject to review by a U.S. government entity or may ultimately be prohibited. Furthermore, the additional time that could be required for governmental review of the transaction or complete prohibition of the transaction could prevent us from completing an initial business combination and require us to liquidate. In the event of liquidation, investors would lose their investment opportunity in potential target companies, any price appreciation in a combined company, and their financial investment in the rights, which would expire worthless. See “Risk Factors — Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination — Our ability to complete a business combination may be impacted by the fact that our sponsor’s major shareholder, Pengfei Zheng, is a non-U.S. person, and a majority of our officers and directors are located in, or have significant ties to, China. This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.”

~~Our Competitive~~Table ~~Advantages~~of Contents

~~Our~~● ~~management~~“Merger” ~~team has~~means ~~significant~~the ~~experience~~merger inof ~~investing~~Merger inSub with and into AMC Washington on the Closing Date, ~~operating~~with AMC Washington being the surviving corporation of the Merger and ~~transforming~~becoming ~~businesses~~a wholly owned subsidiary of the Company; ● “Nasdaq” means the Nasdaq Stock Market LLC; ● “Organizational Documents” means the Company’s Certificate of Incorporation and Bylaws; ● “PIPE Agreements” means those certain securities purchase agreements executed by the PIPE Investors in connection with the PIPE Financing; ● “PIPE Financing” means the private financing of 800, ~~providing~~000 usshares of Common Stock at $10.00 per share for aggregate gross proceeds of $8,000,000 consummated simultaneously with the ~~following~~Closing ~~competitive advantages:~~of the Business Combination; ● “PIPE Investors” means the investors that participated in the PIPE Financing; ● “PRC” means the People’s Republic of China; ● “SEC” means the United States Securities and Exchange Commission; and ● “Securities Act” means the Securities Act of 1933, as amended.

Leadership of an Experienced Management Team and Board of Directors

Our management team is led by our Chairman of the Board of Directors, Pengfei Zheng, Chief Executive Officer and Director, Yong (David) Yan, Chief Financial Officer, Song (Steve) Jing, and Independent Director nominees, Shu Wang and Li (Helen) Wei.

Pengfei Zheng, our Chairman of the Board of Directors, is an experienced executive in the finance industry with significant experience in capital raising and project management. Mr. Zheng has been serving as the Chairman of Peace Capital Limited, a company principally engaged in private equity investment and asset management, since November 2021. Mr. Zheng is the founder and President of Shenzhen Guoxing Capital, a company that specializes in investments and management, since June 2015. Mr. Zheng received his bachelor’s degree in Computer Science and Technology from Xiangtan University, China in 2009.

Yong (David) Yan, our Chief Executive Officer, has been a partner at the Shanghai-based V-Stone Capital since January 2014, where he oversees fund raising and private equity investments in FinTech, BlockChain, Big Data, Healthcare and other areas. Prior to joining V-Stone Capital, Dr. Yan was the General Manager and CIO of Hubei Hongtai Industrial Investment Fund, a private equity fund of funds. Previously, Dr. Yan was a Managing Director of Fosun Group, one of the largest private conglomerates in China, where he was in charge of investments in the financial sectors, such as online financial platform, securitization and fin-tech, as well as building an in-house P2P platform. Prior to joining the Fosun Group, Dr. Yan was the General Manager of New Product Development at Lufax, one of the world’s largest fintech companies, owned by PingAn Group. Prior to moving to China in early 2014, Dr. Yan worked on Wall Street for almost 15 years, including 10 years at Credit Suisse, as the head of research of the global structured product market. Dr. Yan also worked at other financial firms such as Merrill Lynch. Dr. Yan is the ex-President of TCFA (The Chinese Finance Association) in New York. He is also a Vice President of Zhongguancun Private Equity & Venture Capital Association (ZVCA) in Beijing. Mr. Yan holds a Ph.D. in Finance from the University of Alabama and is a CFA charter holder.

Song (Steve) Jing, our Chief Financial Officer, is a seasoned international finance and management executive. He has in-depth knowledge of global capital markets and broad management experience in capital markets operation, finance management, investment, and acquisitions across multiple cultures. From 2019 to 2021, Mr. Jing served as Chief Financial Officer of Guolian Securities, a mid-sized securities firm. From 2016 to 2018, Mr. Jing served as Deputy Chief Financial Officer of China Renaissance, a leading boutique Chinese investment bank. From 2011 to 2016, Mr. Jing served as Executive Director of Finance, Business Development, and Investment of CITIC Securities. From 2006 to 2010, Mr. Jing served as Vice President of Global Principal Investment (Hedge Fund Investment Unit) of Merrill Lynch & Co., Inc., where he managed the firm’s hedge fund investment portfolio and analyzed hedge fund performance and operations. From 2002 to 2006, he served as Vice President of Strategy, Planning, and Business Development of Merrill Lynch & Co., where he was responsible for strategic analysis, financial forecasting, and business solutions. Mr. Jing has a B.S. in Economics and Finance from Pennsylvania State University and an M.B.A. in Finance and Accounting from the William E. Simon Graduate School of Business Administration of the University of Rochester.

Shu Wang, our director nominee, is an experienced professional with over ten years of experience in accounting and auditing. Since January 2021, Mr. Wang has served as the Partner at Zhongshenzhonghuan Accounting Firm (Shenzhen Branch), which is one of the top ten accounting firms in China. From 2016 to 2020. Mr. Wang served as Partner at the Gongzhengtianye Accounting Firm (Shenzhen Branch), where Mr. Wang oversaw the auditing of multiple leading domestic companies in China, including China Gas Holding (00384.HK), China Nepstar, a large drugstore retail chain in China, and Shenzhen Qiwu Interactive Technology Co. Ltd., one of the top unicorn companies in China. Mr. Wang received a degree from Jiamusi University in China. Mr. Wang is a CICPA charter holder.

Li (Helen) Wei, our director nominee, has served as Professor of Practice at the Shanghai Advanced Institute of Finance (SAIF) of Shanghai Jiaotong University, and as Assistant Director of the Shanghai Advanced Institute for Financial Research since July 2021. Before SAIF, Dr. Wei has served in many senior roles in domestic and global financial institutions, including Senior Partner of Kunyuan Asset Management from January 2018 to November 2020, Managing Director of Alternative Investment at Citic Securities International from 2013 to 2016, Director of the Global Market at Deutsche Bank from 2010 to 2012, Director of Institutional Investment Group at Citigroup from 2008 to 2010 and Officer & Managing Director of the NYSE Group from 2004 to 2008. In addition to her industry work, Dr. Wei has also served as an adjunct professor at Tsinghua PBCSF since 2018. Before industry practice, Dr. Wei had been an assistant professor of finance at Iowa State University, the first senior financial advisor for the Shanghai Stock Exchange and the senior advisor for the Tel Aviv Stock Exchange. Dr. Wei received her Ph.D. in finance from the University of Utah and MS and BS from Tsinghua University Beijing.

~~Established Deal~~Table ~~Sourcing~~of ~~Network~~Contents

We believe that our management team’s strong background and track record will provide us with access to high quality companies. In addition, we believe that we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary followFORWARD-~~on business arrangements. These contacts and sources include those in government, private and~~LOOKING ~~public companies, private equity and venture capital funds, investment bankers, attorneys, and accountants.~~STATEMENTS

~~Status~~The Company makes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act in this prospectus and in documents incorporated by reference herein. All statements, other than statements of present or historical fact included in or incorporated by reference in this prospectus, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, future operating results, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a ~~Publicly~~result, ~~Listed~~are ~~Acquisition~~subject ~~Company~~to risks and uncertainties. You should read statements that contain these words carefully because they:

~~We believe~~● ~~that~~discuss wefuture ~~will~~expectations; be● ancontain ~~attractive~~projections initial business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some of ~~our target~~future ~~businesses~~results ~~will favor this alternative, which we believe is more cost effective while also offering greater certainty~~ of ~~execution~~operations ~~than~~or ~~would~~financial acondition; ~~traditional~~or ~~initial~~● ~~public~~state ~~offering~~other ~~process.~~“forward-looking” Once public, we believe that the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private companyinformation. ~~It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aiding in attracting talented management staff.~~

~~With~~You ~~respect~~are tocautioned ~~the foregoing examples and descriptions, past performance by our management team is~~ not ~~a guarantee either (i) that we will be able~~ to ~~identify~~place aundue ~~suitable~~reliance ~~candidate~~on ~~for~~these ~~our~~forward-looking ~~initial~~statements, ~~business~~which ~~combination~~speak oronly ~~(ii)~~as of ~~success with respect to any initial business combination we may consummate. Potential investors should not rely upon~~ the ~~historical~~date ~~record~~ of ~~our~~this ~~management as indicative of future performance~~prospectus.

~~Business~~All ~~Strategy~~forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

WeThere ~~will~~may ~~seek~~be toevents ~~capitalize~~in on the ~~strength~~future ofthat ~~our~~the ~~management~~Company ~~team.~~is ~~Our~~not ~~team~~able ~~consists~~to ofpredict ~~experienced~~accurately ~~financial~~or ~~services,~~over ~~accounting,~~which ~~and legal~~it ~~professionals,~~has ~~and~~no ~~senior~~control. ~~operating~~The ~~executives~~section ~~of companies operating~~ in ~~multiple~~this ~~jurisdictions.~~prospectus entitled ~~Collectively~~“Risk Factors,” ~~our~~“Management’s ~~officers~~Discussion and ~~directors~~ ~~have~~Analysis ~~decades~~ of ~~experience~~Financial inCondition ~~mergers~~ and ~~acquisitions~~Results ~~and~~of ~~in operating companies. We believe that their prior~~Operations” ~~accomplishments~~ and ~~current~~the ~~activities~~other ~~will~~cautionary belanguage ~~critical~~discussed in ~~identifying~~this ~~attractive~~prospectus ~~acquisition~~provide ~~opportunities,~~examples ~~and~~of ~~that~~risks, inuncertainties ~~turn, the~~and ~~businesses~~events that wemay ~~identify~~cause ~~will~~actual results ~~be able~~ to ~~benefit~~differ materially from ~~accessing~~ the ~~U.S.~~expectations ~~capital~~described ~~markets~~by ~~and~~ the ~~expertise~~Company ~~and~~in ~~network~~such offorward-looking ~~our management team~~statements. ~~However,~~These ~~there~~examples ~~is no assurance that we will complete an initial business combination. Our officers and directors have no prior experience consummating an initial business combination for a “blank check” company.~~include:

~~There is~~● nothe ~~restriction~~Company’s oninability to raise sufficient capital to execute its business plan; ● the ~~geographic~~size, ~~location~~demands and growth potential of the ~~targets~~markets ~~that~~for wethe ~~can~~Company’s ~~pursue,~~products ~~although~~and weservices ~~intend~~and the Company’s ability to ~~initially~~serve ~~focus on~~those ~~target~~markets; ~~businesses~~● inthe ~~Asia.~~degree Inof ~~particular,~~market weacceptance ~~intend~~and toadoption ~~focus~~of ~~our~~the ~~search~~Company’s ~~for~~products anand ~~initial~~services; ~~business~~● ~~combination~~the ~~target~~Company’s onability ~~private companies~~to inattract ~~Asia~~and ~~that~~retain ~~have~~customers; ~~compelling~~● ~~economics,~~the ~~clear~~Company’s ~~paths~~success toin ~~positive~~retaining ~~operating~~or ~~cash~~recruiting ~~flow~~officers, ~~significant~~key ~~assets,~~employees or directors; ● the impact of the regulatory environment and ~~successful management~~complexities ~~teams~~with ~~that~~compliance ~~are~~related ~~seeking~~to ~~access~~such environment; and ● factors relating to the ~~U.S.~~business, ~~public~~operations ~~capital~~and ~~markets~~financial performance of the Company and its subsidiaries.

AsThe anforegoing ~~emerging~~review ~~market,~~of ~~Asia~~important ~~has~~factors ~~experienced~~should ~~remarkable~~not ~~growth.~~be ~~The~~construed ~~Asian~~as ~~economy~~exhaustive ~~has~~and ~~experienced~~should ~~sustained~~be ~~expansion~~read in ~~recent~~conjunction ~~years.~~with the other risk factors Weincluded ~~believe~~herein. ~~that~~Forward-looking ~~Asia~~statements isreflect ~~entering~~current aviews ~~new~~about ~~era~~the ofCompany’s ~~economic~~plans, ~~growth~~strategies and prospects, which weare based ~~expect~~on ~~will~~information ~~result~~available inas ~~attractive~~of ~~initial~~the ~~business~~date ~~combination opportunities~~of ~~for~~this usprospectus. WeExcept ~~believe~~to the ~~growth~~extent ~~will~~required ~~primarily~~by beapplicable ~~driven~~law, bythe ~~private~~Company ~~sector~~undertakes no ~~expansion,~~obligation ~~technological~~(and ~~innovation,~~expressly ~~increasing consumption~~disclaims byany ~~the~~such ~~middle~~obligation) ~~class,~~to ~~structural~~update ~~economic~~or ~~and~~revise ~~policy~~the ~~reforms~~forward-looking ~~and~~statements ~~demographic~~whether ~~changes~~as a result of new information, ~~particularly~~future inevents ~~China~~or otherwise.

~~The~~Forward-looking ~~development~~statements ofare ~~private~~subject ~~equity and venture capital activities in Asia also provides us opportunities. According~~ to ~~the~~risks ~~Asia-Pacific Private~~and ~~Equity Report 2022 issued by Bain & Company~~uncertainties, ~~Asia-Pacific~~many ~~private~~of ~~equity~~which ~~investors~~are ~~closed~~outside aour ~~record number of deals in 2021. Furthermore~~control, ~~the~~which ~~report~~could ~~states~~cause ~~that~~actual ~~investment~~results ~~and~~to ~~exit value set new highs for the region, and fund-raising~~differ ~~rose~~materially ~~slightly~~from ~~over~~these ~~2020~~statements. ~~Deal value increased significantly to a record $296 billion~~Therefore, upyou ~~50%~~should ~~over~~not ~~2020~~place ~~and~~undue ~~82%~~reliance ~~over~~on ~~the~~those ~~previous five-year average~~statements.

~~Acquisition Criteria~~Table of Contents

~~Our~~PROSPECTUS management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.SUMMARY

●This summary ~~Strong~~highlights ~~Management~~information ~~Team~~contained ~~that~~elsewhere ~~Can~~in ~~Create~~this ~~Significant Value for Target Business~~prospectus. WeThis ~~will~~summary ~~seek~~does tonot ~~identify~~contain ~~companies~~all ~~with~~of ~~strong~~the ~~and~~information ~~experienced management teams~~ that ~~will~~may be ~~complement~~important ~~the~~to ~~operating and investment abilities of our management team~~you. WeYou ~~believe~~should weread ~~can~~this ~~provide~~entire aprospectus ~~platform~~carefully, ~~for~~including the ~~existing~~matters ~~management~~discussed ~~team~~under ~~to leverage~~ the ~~experience~~sections ofentitled ~~our~~“Risk Factors,” ~~management~~“Management’s ~~team.~~Discussion Weand ~~also~~Analysis ~~believe~~of ~~that~~Financial ~~the~~Condition ~~operating~~and ~~expertise~~Results of ~~our~~Operations,” ~~management~~“Unaudited Pro ~~team~~Forma isCondensed ~~well~~Combined ~~suited~~Financial toInformation,” ~~complement~~“Business” ~~many potential targets’ management teams. ● Revenue~~ and ~~Earnings Growth Potential. We will seek to acquire one or more businesses that have~~ the ~~potential~~consolidated ~~for~~financial ~~significant~~statements ~~revenue~~ and ~~earnings~~related notes ~~growth~~included ~~through~~elsewhere ain ~~combination~~this ofprospectus ~~both~~before ~~existing~~making ~~and~~an ~~new~~investment ~~product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage~~decision.

● Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. ● Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.Our Business

~~These~~AMC ~~criteria~~Robotics dodistributes ~~not~~innovative ~~intend~~and tosmart besecurity ~~exhaustive~~products and related solutions. ~~Any~~AMC ~~evaluation~~Robotics is also working on some next-generation ~~relating~~products. Our goal is to build the ~~merits~~world’s ofmost aadvanced ~~particular~~camera ~~initial~~and ~~business~~chip ~~combination~~designed ~~may~~specifically befor ~~based,~~use toin ~~the~~a ~~extent~~variety ~~relevant~~of edge devices, optimized onfor ~~these~~video ~~general~~capture ~~guidelines as~~and ~~well~~Artificial asIntelligence ~~other~~(“AI”) ~~considerations~~analysis, ~~factors,~~enabling ~~and~~new ~~criteria~~proprietary ~~that~~AI ~~our~~systems ~~sponsor~~to ~~and~~be ~~management~~built across ~~team~~a ~~may~~range ~~deem~~of ~~relevant~~environments and situations.

~~Initial~~Our ~~Business~~goal ~~Combination~~is to make the world a safer place. Through the use of high-quality, affordable and accessible AI technology, we strive to help save lives, empower businesses to succeed and ultimately make the world a safer place.

WeAMC ~~will~~Robotics ~~have~~offers upa torange ~~12 months from the closing~~ of ~~this offering to consummate an initial business combination. However~~products, ~~if we anticipate that we may not be able to consummate our initial business combination within 12 months~~solutions, ~~we may, by resolution of our Board of Directors~~ and ifservices ~~requested~~designed ~~by our sponsor, extend the period of time we will have~~ to ~~consummate~~enhance anresidential ~~initial~~and ~~business~~commercial ~~combination~~security. upThe tomaterial ~~two times,~~smart ~~each~~hardware byproducts ancurrently ~~additional~~being ~~three~~sold ~~months~~include ~~(for~~smart ~~a total of up to 18 months from the closing of this offering)~~cameras, ~~provided~~driving ~~that~~recorders, ~~pursuant~~action tocameras ~~the terms of our amended~~ and ~~restated~~Retina ~~memorandum~~K ~~and~~cameras. ~~articles~~AMC ofRobotics ~~association and the trust agreement to be entered into between us and Continental~~also ~~Stock~~provides ~~Transfer~~platform &services ~~Trust~~designed ~~Company on the date of this prospectus, in order for the time available for us~~ to ~~consummate~~allow ~~our~~AMC ~~initial business combination to be extended, our sponsor or their affiliates or designees, upon five days~~Robotics’ hardware ~~advance notice prior~~ to the applicable deadline, must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full, (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline. Our public shareholders will not be ~~entitled~~utilized toby ~~vote~~customers or redeem their shares in connection with any such extension. In the event that our sponsor elects to extend the time to complete an initial business combination, pay the additional amounts per each extension, and ~~deposit~~enhance the applicable amount of money into trust, our sponsor will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial business combination unless there are funds available outside the trust account to do so. In the event that we receive notice from our sponsor five days prior to the applicable deadline of their ~~intent to effect an extension,~~overall weexperience ~~intend~~with ~~to issue a press release announcing~~ such ~~intention at least three days prior to the applicable deadline~~products. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the private units will expire and be worthless.

In addition to our current offerings, AMC Robotics is actively developing additional products and services such as IoT (Internet of Things), AI-based alarm systems, wearable devices and AI robots which are intended to apply to various commercial and industrial scenarios. AMC Robotics is also exploring certain aspirational products and solutions such as AI agent/robots and industrial security and monitoring solutions for scenarios such as warehouse management and logistics.

To date, AMC’s business is mainly located in the United States. However, it sells products and solutions in the United Kingdom and certain European countries. Additionally, to a lesser extent, AMC conducts certain operations in China, including sourcing materials and providing services through its relationships with China-based suppliers and affiliates. AMC also benefits from its partnerships with Xiaoyun and Yishijue, which are headquartered and operated in China.

Recent Developments

On the Closing Date, the parties consummated the transactions contemplated by the Business Combination Agreement as follows:

The Domestication

Immediately prior to, and on the same date as, the Closing, AlphaVest caused its de-registration as an exempted company in the Cayman Islands and the transfer of it by way of continuation as a Delaware corporation. The Domestication occurred in accordance with Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands.

In connection with the Domestication, AlphaVest caused:

	●	Each unit of AlphaVest (the “AlphaVest Units”) that was issued and outstanding immediately prior to the Domestication to be separated into one ordinary share, par value $0.0001 per share, of AlphaVest (“AlphaVest Ordinary Share”) and one right of AlphaVest (“AlphaVest Right”);

	●	Each AlphaVest Ordinary Share that was issued and outstanding immediately prior to the Domestication (including those ordinary shares so separated from the AlphaVest Units) was converted into one share of our Common Stock; and

	●	Each AlphaVest Right that was outstanding immediately prior to the Merger converted into one-tenth of one share of our Common Stock.

The Merger

On the Closing Date, immediately following the consummation of the Domestication, Merger Sub merged with and into AMC Washington. As a result of the Merger, the separate existence of Merger Sub ceased, and AMC Washington continued as the surviving company of the Merger and a wholly-owned subsidiary of AMC Robotics.

On the Closing Date, we issued an aggregate of 18,000,000 shares of Common Stock to the former shareholders of AMC Washington in exchange for their equity interests in AMC Washington.

Private Placement

Concurrently with the consummation of the Business Combination, the parties consummated the PIPE Financing of 800,000 shares of Common Stock at a price of $10.00 per share and common stock purchase warrants to purchase an aggregate of 2,240,000 shares of our Common Stock, initially exercisable at $10.00 per share, subject to adjustment, for aggregate proceeds of $8,000,000.

~~Our initial~~Table ~~business combination must occur with one or more target businesses that together have an aggregate fair market value~~ of at least 80% of the assets held in the trust account (excluding income interest earned on the Trust Account and released to us to pay taxes) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.Contents

~~The~~Implications ~~net proceeds~~ of ~~this~~Being ~~offering~~an ~~and~~Emerging ~~the~~Growth ~~sale~~Company ofand ~~the~~Smaller ~~private~~Reporting units released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.Company

InWe ~~addition,~~are wean ~~may~~“emerging begrowth ~~required~~company,” toas ~~obtain~~defined ~~additional financing~~ in ~~connection~~Section ~~with~~2(a) ~~the closing~~ of ~~our initial business combination to be used following~~ the ~~closing~~Securities ~~for~~Act, ~~general corporate purposes~~ as ~~described~~modified ~~above.~~by ~~There is no limitation on our ability to raise funds through~~ the ~~issuance~~JOBS ofAct. ~~equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business~~As ~~combination~~such, ~~including pursuant to forward purchase agreements or backstop agreements~~ we ~~may~~are ~~enter~~eligible ~~into following consummation of this offering. Subject~~ to ~~compliance~~take ~~with~~advantage ~~applicable securities laws, we would only complete such financing simultaneously with the completion~~ of ~~our initial business combination. We have granted EBC a right of first refusal under~~ certain ~~circumstances~~exemptions ~~for a period commencing~~ from ~~the~~various ~~consummation~~reporting ofrequirements ~~this~~that ~~offering~~are ~~until~~applicable ~~the~~to ~~consummation~~other ~~of our initial business combination (or the liquidation of the trust account~~public incompanies ~~the event~~ that weare ~~fail~~not to“emerging ~~consummate~~growth ~~our~~companies” ~~initial business combination within the prescribed time period) to act as book running manager~~including, ~~placement~~ ~~agent~~but ~~and/or~~not ~~arranger~~limited ~~for all financings where we seek~~ to ~~raise equity~~, ~~equity-linked,~~not ~~debt~~being orrequired ~~mezzanine financings relating~~ to orcomply ~~in connection~~ with anthe ~~initial business combination. We are otherwise not a party to any arrangement or understanding with~~auditor ~~any~~attestation ~~third~~requirements ~~party~~of ~~with~~Section ~~respect~~404 toof ~~raising~~the ~~any~~Sarbanes-Oxley ~~additional~~Act ~~funds~~of ~~through~~2002 (the ~~sale~~“Sarbanes-Oxley ofAct”), ~~securities~~reduced ~~or otherwise. None of our initial shareholders~~disclosure ~~are~~obligations ~~required~~regarding toexecutive ~~provide~~compensation ~~any financing to us~~ in ~~connection~~their ~~with~~periodic orreports ~~after~~and ~~our~~proxy ~~initial~~statements, ~~business~~and ~~combination.~~exemptions Wefrom ~~may also obtain financing prior to~~ the ~~closing~~requirements of holding ~~our~~a ~~initial~~non-binding ~~business~~advisory ~~combination~~vote toon ~~fund~~executive ~~our~~compensation ~~working capital needs~~ and ~~transaction~~shareholder ~~costs~~approval inof ~~connection~~any ~~with~~golden ~~our search~~parachute ~~for~~payments ~~and~~not ~~completion of our initial business combination~~previously approved.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

The Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following December 31, 2030, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined Company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

We are also a “smaller reporting company,” and we will continue to be a “smaller reporting company” if either (i) the market value of our stock held by non-affiliates is less than $250.0 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosures and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Corporate Information

AlphaVest was originally formed as a Cayman Islands exempted company in January 2022. In connection with the Business Combination, on the Closing Date, AlphaVest consummated the Domestication and became a Delaware corporation. Our Common Stock is listed on Nasdaq under the symbol “AMCI.” Our address is 12 East 49^th Street, Suite 1805, New York, New York 10017. Our telephone number is (734) 709-5127.

~~Our Acquisition~~Table ~~Process~~of Contents

WeThe intend to utilize the expertise of our managements’ respective platforms to evaluate potential targets’ strengths, weaknesses, and to identify the relative risk and return profile of any potential target for our initial business combination.Offering

~~Each~~We ofare ~~our~~registering ~~officers~~the offer and ~~directors~~sale ~~presently~~from ~~has~~time ~~contractual obligations~~ to ~~other~~time ~~entities,~~by ~~and any of them in~~ the ~~future~~Selling ~~may~~Securityholders ~~have additional fiduciary~~ or ~~contractual~~their ~~obligations~~permitted totransferees ~~other~~of ~~entities~~the ~~including~~following ~~other~~securities: (A) ~~special~~3,040,000 ~~purpose~~PIPE ~~acquisition companies~~Shares, or(B) ~~“SPACs” pursuant~~2,224,027 toAlphaVest ~~which~~Affiliate ~~such~~Shares ~~officer~~and or(C) ~~director~~16,000,000 isAMC orAffiliate ~~will~~Shares. beThe ~~required~~Selling ~~to present an initial business combination opportunity.~~Securityholders ~~Accordingly,~~may ifoffer ~~any~~and ofsell ~~our~~such ~~officers~~shares orfrom ~~directors~~time ~~becomes aware of an initial business combination opportunity which is suitable for an entity~~ to ~~which~~time hethrough orany ~~she~~means ~~has~~described ~~then-current~~in ~~fiduciary~~the orsection ~~contractual~~entitled ~~obligations,~~“Plan heof ~~or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity~~Distribution.”

~~Our~~Any ~~amended~~investment ~~and restated memorandum and articles of association will provide that we renounce our interest~~ in ~~any~~the ~~corporate~~securities ~~opportunity~~ offered to ~~any~~hereby ~~director or officer unless such opportunity~~ is ~~expressly~~speculative ~~offered~~and toinvolves ~~such person solely in his or her capacity as~~ a ~~director~~high ~~or officer~~degree of ~~our~~risk. ~~company~~You ~~and~~should ~~such~~carefully ~~opportunity~~consider isthe ~~one~~information set ~~that~~forth weunder ~~are~~“Risk ~~legally~~Factors” ~~and~~on ~~contractually~~page ~~permitted~~10 toof ~~undertake~~this ~~and would otherwise be reasonable for us to pursue~~prospectus.

Our officers have agreed that they will not become an officer or director of any other special purpose acquisition company that has publicly filed a registration statement for its initial public offering unless and until we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus).



Shares of Common Stock offered by the Selling Securityholders		21,264,027 shares
Use of proceeds		We will not receive any proceeds from the resale of the Common Stock to be offered by the Selling Securityholders except to the extent of the exercise of 2,240,000 warrants held by the Selling Securityholders. If such warrants are exercised, we would receive an aggregate of $22,400,000.
Lock-up arrangements		Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Securities Act Restrictions on Resale of Securities — Locked-up Common Stock.”
Nasdaq Ticker symbol		“AMCI”

Private Placement

On February 7, 2022, our sponsor acquired 1,725,000 founder shares for an aggregate purchase price of $25,000. These founder shares include an aggregate of up to 225,000 founder shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the founder shares will represent 20% of our issued and outstanding shares after this offering (excluding the private shares and the EBC founder shares).

We also issued an aggregate of 125,000 EBC founder shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750. The EBC founder shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. See the section titled “Underwriting” for further information related to these arrangements. The EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination.

In addition, our sponsor and EBC have agreed that they and/or their designees will purchase from us an aggregate of 390,000 private units (365,000 private units to be purchased by our sponsor and 25,000 private units to be purchased by EBC and/or its designees) at a price of $10.00 per unit for a total purchase price of $3,900,000 in a private placement that will close simultaneously with the closing of this offering. Our sponsor and EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 40,500 private units on a pro rata basis (37,904 private units to be purchased by our sponsor and 2,596 private units to be purchased by EBC and/or its affiliates) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.20 per unit sold to the public in this offering. The private units are identical to the units sold in this offering, subject to limited exceptions. The holders have agreed that the private units will not be sold, transferred or assigned (subject to certain exceptions) until the consummation of an initial business combination.

~~The founder~~Table ~~shares and shares underlying private units, or “private shares”, are identical to the public shares. However, our initial shareholders have agreed (A) to vote their founder shares in favor~~ of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus), unless we provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares and private shares, in connection with a shareholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares and private shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.Contents

OnRisk ~~the~~Factor date of closing of this offering, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. The founder shares will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.Summary

~~AlphaVest~~Our ~~Holding~~business LPis ~~and~~subject ~~EBC~~to ~~have~~numerous ~~agreed~~risks ~~not~~and ~~to transfer~~uncertainties, ~~assign~~including orthose ~~sell~~highlighted ~~any~~in of the ~~private~~section ~~units~~entitled or“Risk ~~underlying securities (except to the same~~Factors,” ~~permitted~~that ~~transferees~~represent aschallenges ~~the~~that ~~founder~~we ~~shares~~face ~~and~~in ~~provided~~connection with the ~~transferees~~successful ~~agree~~implementation toof ~~the~~our ~~same~~strategy ~~terms~~ and ~~restrictions~~growth asof ~~the~~our ~~permitted~~business. ~~transferees~~The occurrence of ~~the~~one ~~founder~~or ~~shares~~more ~~must~~of ~~agree~~the ~~to,~~events ~~each~~or ascircumstances described ~~herein)~~in ~~until~~ the ~~completion~~section ofentitled ~~our~~“Risk ~~initial business combination. EBC has also agreed that the EBC founder shares cannot be sold~~Factors,” ~~transferred~~alone or ~~assigned~~in ~~(except~~combination with toother ~~the~~events ~~same~~or ~~permitted~~circumstances, ~~transferees~~may asadversely ~~the~~affect ~~founder~~our ~~shares~~ability ~~and~~realize ~~provided~~ the ~~transferees~~anticipated ~~agree~~benefits toof the ~~same~~Business ~~terms~~Combination, and may ~~restrictions~~have asan ~~the~~adverse ~~permitted~~effect ~~transferees~~on ofour ~~the~~business, ~~founder~~cash ~~shares must agree to~~flows, ~~each~~financial ascondition ~~described herein)~~and ~~until~~results ~~the consummation~~ of ~~an initial business combination~~operations. WeSuch ~~refer~~risks toinclude, ~~such~~but ~~transfer~~are ~~restrictions~~not ~~throughout~~limited ~~this prospectus as the “lock-up”.~~to:

● AMC Robotics’ operating results may fluctuate due to seasonality. ● AMC Washington has a history of net losses. ● Aggressive business tactics by AMC Robotics’ competitors may reduce AMC Robotics’ revenue. ● The ~~proceeds~~ ~~from~~proper ~~the~~and ~~private~~efficient ~~placement~~functioning of ~~the~~AMC ~~private~~Robotics’ ~~units~~network ~~will~~operations beand ~~added~~data back-up systems is central to ~~the~~its ~~proceeds~~solutions. ● AMC Robotics receives a substantial portion of ~~this~~its ~~offering~~revenue from a limited number of service providers, and ~~placed~~the inloss of, or a ~~trust~~significant ~~account~~ reduction in, ~~the~~orders ~~United~~from ~~States~~one ~~maintained~~or bymore ~~Continental~~of ~~Stock~~its ~~Transfer~~major &service ~~Trust~~providers ~~Company~~would result in decreased revenue and profitability. ● A significant decline in AMC Robotics’ sharing revenue, aswhich ~~trustee~~is generated from one of its major related party entities, would have an adverse effect on AMC Robotics’ business, financial condition and operating results. ● If weAMC doRobotics’ major related party entity is unable to develop new customer solutions in new markets or further penetrate its existing markets, AMC Robotics’ revenue may not ~~complete~~grow ~~our~~as ~~initial~~expected. ● AMC Robotics’ major related party entity relies on wireless carriers to provide access to wireless networks and any interruption of such access would impair AMC Robotics’ business ~~combination~~. ~~within~~● 12The ~~months~~technology ~~from~~employed in AMC Robotics’ products may become obsolete, and it may need to incur significant capital expenditures to update its products. ● If AMC Robotics is unable to continue to utilize the ~~closing~~“Yi” brand name, it could materially and adversely affect its business, financial condition and results of ~~this~~operations. ~~offering~~● (AMC Robotics depends on its suppliers, and the loss of any key supplier could materially and adversely affect its business, financial condition and results of operations. ● Growth of AMC Robotics’ business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance its brand would hurt its ability to retain or upattract subscribers. ● Evolving government and industry regulation and changes in applicable laws relating to 18the ~~months~~Internet and data privacy may increase AMC Robotics’ expenditures related to compliance efforts or otherwise limit the solutions it can offer, ifwhich wemay ~~extend~~harm AMC Robotics’ business and adversely affect its financial condition. ● AMC Robotics relies on the ~~time~~performance of its senior management and highly skilled personnel, and if AMC is unable to ~~complete~~attract, anretain ~~initial~~ and motivate well-qualified employees, its business ~~combination~~and asresults ~~described~~of operations could be harmed. ● If AMC Robotics fails to protect its intellectual property and proprietary rights adequately, its business could be harmed. ● The use of open source software in ~~this~~AMC ~~prospectus)~~Robotics’ platform and solutions may expose it to additional risks and harm its intellectual property. ● Disruptions in the supply chain for AMC Robotics’ products could negatively impact its business. ● Inflationary pressures could have a negative impact on AMC Robotics’ business. ● Because suppliers of AMC Robotics’ products and partial operations are in China, AMC Robotics’ business is partially subject to the ~~proceeds~~evolving and complex laws and regulations in China, which are different in material aspects from the ~~sale~~laws of the ~~private~~United ~~units~~States. ~~will~~● beThe ~~included~~PRC ingovernment may exercise certain oversight over the ~~liquidating distribution~~conduct toof AMC Robotics’ business, and may influence AMC Robotics’ operations, which could result in changes in AMC Robotics’ operations. Changes in China’s economic or social conditions or government policies could have a material adverse effect on AMC Robotics’ business, results of operations and financial condition, and the ~~holders~~value of AMC Robotics securities. ● AMC Robotics may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required for its operation conducted in PRC. ● The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect AMC Robotics’ operations. ● AMC Robotics’ securities may not continue to be listed on a national securities exchange, which could limit investors’ ability to make transactions in its securities and subject it to additional trading restrictions. ● AMC Robotics is a controlled company under Nasdaq rules. ● Anti-takeover provisions in our organizational documents could make an acquisition of AMC Robotics more difficult. ● It is not expected that AMC Robotics will pay dividends in the foreseeable future after the Business Combination. ● AMC Robotics’ management team has limited experience managing a public ~~shares~~company.

Risks Related to Our Possible Business Combination in China

We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, as our management team has a vast network in China, we may pursue an initial business combination with a company doing business in China, which may have legal and operational risks associated with it. However, we will not consummate our initial business combination with an entity or business with China operations consolidated through a VIE structure. The ownership of our securities by U.S. investors may limit the pool of acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment in certain assets and industries, known as restricted industries.

~~Furthermore, the~~Table ~~securities~~ of a public company may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act if the United States Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect its auditor for three consecutive years beginning in 2021. Our auditor is currently subject to PCAOB inspections, and the PCAOB is able to inspect our auditor. In order to minimize or avoid the risk that we may be affected by this, we do not intend to acquire any target company whose financial statements have been audited by an accounting firm that is not subject to PCAOB inspection.Contents

~~The~~Market ~~governing PRC laws and regulations are sometimes vague and uncertain~~Price, ~~and~~Ticker ~~this~~Symbols ~~vagueness~~ and ~~uncertainty~~Dividend may result in a material change to our operations and subsequently the value of our shares if we complete our initial business combination with a target in China. Further, the Chinese government may intervene or influence the operations of the PRC operating entities at any time and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operations of the PRC operating entities and/or the value of our securities. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For instance, the PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. However, since these statements and regulatory actions are new and have not been officially implemented, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our ability to acquire or merge with a target company with major operations in China, and the post-combination company’s ability to accept foreign investments and list on a U.S. or other foreign exchange, is unknown. Accordingly, modified or new laws and regulations could result in a material change in the target company’s post-combination operations, significant depreciation of the value of our ordinary shares, or a complete limitation of our ability to offer or continue to offer our securities to investors.Information

Market Price and Ticker Symbols

Our Common Stock is currently listed on Nasdaq under the symbol “AMCI.” On December 29, 2025, the closing price of our Common Stock was $8.91.

Holders

As of December 29, 2025, there were 22,595,384 shares of Common Stock issued and outstanding held of record by 36 holders. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Common Stock are held of record by banks, brokers and other financial institutions.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by any outstanding preferred stock and covenants of any existing and future outstanding indebtedness. We do not anticipate declaring any cash dividends to holders of Common Stock in the foreseeable future. As a result, you may not receive any return on an investment in our Common Stock unless you sell your Common Stock for a price greater than that which you paid for it.

~~Implications~~ Table of ~~the Holding Foreign Companies Accountable Act~~Contents

~~Future~~RISK developments in U.S. laws may restrict our ability or willingness to complete initial business combinations with certain companies. For instance, the enacted Holding Foreign Companies Accountable Act (“HFCAA”) would restrict our ability to consummate an initial business combination with a target business unless the auditors for that business met certain standards of the PCAOB and it would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government. We may not be able to consummate an initial business combination with a favored target business due to these laws. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.FACTORS

~~The~~You ~~documentation~~should wecarefully ~~may~~consider bethe ~~required~~following torisk ~~submit~~factors, totogether ~~the~~with ~~SEC~~all ~~proving~~of ~~certain~~the ~~beneficial~~other ~~ownership~~information ~~requirements~~included ~~and~~elsewhere ~~establishing~~in ~~that~~this ~~we are~~prospectus. ~~not~~The ~~owned~~value orof ~~controlled~~your byinvestment ain ~~foreign~~the ~~government~~Company ~~could~~will be ~~onerous~~subject ~~and~~to ~~time~~the ~~consuming~~significant risks affecting the Company and inherent to ~~prepare~~the industry in which it operates. The ~~HFCAA~~risk ~~mandates~~factors ~~the SEC~~described tobelow ~~identify~~disclose ~~issuers~~material ofand ~~SEC-registered~~other ~~securities~~risks, ~~whose~~are ~~audited~~not ~~financial~~intended ~~reports~~to be exhaustive and are ~~prepared~~not the only risks faced by anthe ~~accounting~~Company. ~~firm~~Additional ~~that~~risks ~~the~~not ~~PCAOB is~~currently ~~unable~~known to ~~inspect~~us ~~due~~or that we currently deem to ~~restrictions~~be ~~imposed~~immaterial byalso anmay ~~authority~~materially adversely inaffect the ~~foreign~~business, ~~jurisdiction~~financial ~~where~~condition, ~~the~~results ~~audits~~of ~~are~~operations ~~performed~~and cash flows in future periods of the Company. IfThe ~~such~~occurrence ~~identified~~of ~~issuer’s~~any ~~auditor~~of ~~cannot~~these beevents ~~inspected~~could bycause the ~~PCAOB~~trading ~~for~~price ~~three~~of ~~consecutive~~our ~~years~~Common Stock to decline, ~~the~~perhaps ~~trading~~significantly, ofand ~~such~~you ~~issuer’s~~therefore ~~securities~~may lose onall ~~any~~or ~~U.S.~~part ~~national~~of ~~securities~~your ~~exchanges,~~investment. asThe ~~well~~following asdiscussion ~~any~~should ~~over-the-counter~~be ~~trading~~read in conjunction with the ~~U.S.,~~financial ~~will~~statements beand ~~prohibited~~notes to the financial statements included herein.

OnIt ~~March~~may ~~24,~~be ~~2021,~~difficult ~~the SEC adopted interim final rules relating~~ to ~~the~~evaluate ~~implementation~~our ofbusiness ~~certain~~prospects, ~~disclosure~~ and ~~documentation~~our ~~requirements of~~operating ~~the~~results ~~HFCAA.~~may ~~An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC~~fluctuate.

OnOur ~~November~~operating 5,results ~~2021,~~may ~~the~~fluctuate ~~SEC~~because ~~approved~~of ~~the~~a ~~PCAOB’s~~variety ~~Rule~~of ~~6100~~factors, ~~Board~~many ~~Determinations~~of ~~Under~~which ~~the~~are ~~Holding~~outside ~~Foreign~~of ~~Companies~~our ~~Accountable Act~~control. ~~Rule~~Fluctuations ~~6100~~in ~~provides~~our aresults of ~~framework~~operations ~~for~~may ~~the~~be ~~PCAOB~~due to ~~use when determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in~~ a ~~foreign~~number ~~jurisdiction because~~ of afactors, ~~position taken by one or more authorities in that jurisdiction.~~including:

~~On December~~● 2,Fluctuations ~~2021,~~with ~~the~~respect ~~SEC issued amendments~~ to ~~finalize rules implementing~~ the ~~submission~~portion ~~and~~of ~~disclosure~~our ~~requirements~~revenue inattributable ~~the HFCAA. The rules apply~~ to ~~registrants that the SEC identifies~~ software-as ~~having filed an annual report with an audit report issued by~~ -a-service, ~~registered~~or ~~public~~SaaS, ~~accounting~~and ~~firm~~license ~~that~~revenues isversus ~~located~~hardware ~~in a foreign jurisdiction~~ and ~~that~~other ~~PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.~~sales;

~~On December~~● ~~16,~~fluctuations ~~2021~~in demand, ~~the~~including ~~PCAOB~~due ~~issued a Determination Report which found that the PCAOB is unable~~ to ~~inspect~~seasonality, orfor ~~investigate~~our ~~completely registered~~platform ~~public~~and ~~accounting firms headquartered in China or Hong Kong.~~solutions;

On● ~~August~~changes 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in ~~mainland~~pricing ~~China and~~by ~~Hong~~us Kong completely, consistent with U.S. law. The Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and investigates and put in ~~place~~response ~~procedures for PCAOB inspectors and investigators~~ to ~~view~~competitive ~~complete~~pricing audit work papers with all information included and for the PCAOB to retain information as needed. In addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. While significant, uncertainties still exist as to how the Statement of Protocol will be implemented and whether the applicable parties will comply with the framework.actions;

~~Our auditor,~~● ~~UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm with~~ the ~~PCAOB~~ability ~~and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers~~ of our ~~auditor.~~hardware ~~Our~~vendors ~~auditor~~to iscontinue ~~not~~to ~~headquartered in~~manufacture ~~China~~high-quality orproducts ~~Hong Kong~~ and ~~was~~to ~~not~~supply ~~identified~~sufficient inproducts ~~the PCAOB’s report as a firm subject~~ to ~~the~~meet ~~PCAOB’s~~our ~~determination.~~demands;

~~The SEC~~● isthe ~~assessing~~timing ~~how~~and tosuccess ~~implement~~of ~~other~~introductions ~~requirements~~ of ~~the~~new ~~HFCAA~~solutions, ~~including~~products ~~the~~or ~~listing~~upgrades ~~and~~by ~~trading~~us ~~prohibition~~or ~~requirements~~our ~~described above.~~ competitors;

●

changes in our business and pricing policies or those of our competitors;

●

our ability to control costs, including our operating expenses and the costs of the hardware we purchase;

●

competition, including entry into the industry by new competitors and new offerings by existing competitors;

●

our ability to successfully manage any future acquisitions of businesses;

●

issues related to introductions of new or improved products such as shortages of prior generation products or short-term decreased demand for next generation products;

●

the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, introducing new solutions or paying litigation expenses;

●

the ability to effectively manage growth within existing and new markets domestically and abroad;

●

the strength of regional, national and global economies; and

●

the impact of natural disasters or manmade problems.

Our operating results may fluctuate due to seasonality.

Our quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future. The demand for our products is driven largely by the demand for the end-product applications that are powered by our products which can vary on seasonality. We expect high demand from our customers in holiday seasons such as the third and fourth quarters in a year compared to lower demand in the first and second quarters in a year.

~~Potential Permission~~Table ~~Required~~of ~~from the PRC Authorities for this Offering and a Business Combination~~Contents

AsWe ahave ~~Cayman Islands company with no operations in China and~~ a ~~sponsor~~history ~~that is a Delaware limited liability company, we are currently not required to obtain permission from any~~ of ~~the~~net ~~PRC authorities to operate and issue our securities to non-PRC investors~~losses. However, we cannot guarantee whether permission will be required from the PRC authorities in the course of our initial business combination process if we acquire or merge with a company with major operations in China.

~~The~~We have ~~Regulations~~a onhistory ~~Mergers and~~of ~~Acquisitions~~net oflosses. ~~Domestic~~Although ~~Companies~~we byhad ~~Foreign~~net ~~Investors~~income (for the ~~“M&A~~nine ~~Rules”)~~months ended September 30, ~~adopted~~2025 byof ~~six~~$399,140, ~~PRC~~we ~~regulatory~~had ~~agencies~~net losses in ~~2006~~2024 and ~~amended~~2023. We have historically funded our operations and capital needs primarily through borrowings from a related party, Ants Technology (HK) Limited (“Ants”). There can be no assurance that AMC will be successful in ~~2009~~achieving its strategic plans, that ~~require~~AMC’s anfuture ~~offshore~~capital ~~special~~raises ~~purpose~~will ~~vehicle~~be ~~formed~~sufficient ~~for~~to ~~the~~support ~~purpose~~its ofongoing anoperations, ~~overseas~~or ~~listing~~that ofany ~~securities~~additional financing will be available in a ~~PRC~~timely ~~company~~manner toor ~~obtain~~with ~~the~~acceptable ~~approval~~terms, ofif ~~the~~at ~~China~~all. ~~Securities~~If ~~Regulatory~~AMC ~~Commission~~is ~~(the~~unable ~~“CSRC”)~~to ~~prior~~raise tosufficient ~~the~~financing ~~listing~~or ~~and trading~~events ofor circumstances occur such ~~special~~that ~~purpose~~AMC ~~vehicle’s~~does ~~securities~~not onmeet anits ~~overseas~~strategic ~~stock~~plans, ~~exchange.~~it ~~However,~~would ~~substantial~~have ~~uncertainty~~a ~~remains~~material ~~regarding the~~adverse ~~scope~~effect ~~and~~on ~~applicability~~AMC’s financial position, results of ~~the~~operations, ~~M&A~~cash ~~Rules~~flows, and ability to ~~offshore~~achieve ~~special~~its ~~purpose~~intended ~~vehicles~~business objectives.

~~Recently,~~Failure the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to ~~Law,”~~establish ~~or the “Opinions”, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities,~~ and ~~the~~maintain ~~need~~effective tointernal ~~strengthen~~controls ~~the supervision over overseas listings by Chinese companies. The Opinions and any related implementing rules to be enacted may subject us to compliance requirements~~ in ~~the~~accordance ~~future.~~with ~~Given~~Section ~~the~~404 ~~current~~of ~~regulatory environment in~~ the ~~PRC,~~Sarbanes-Oxley ifAct wecould ~~proceed~~have ~~with~~ a ~~target company that has major operations in China, we will be subject to the uncertainty of different~~material ~~interpretations~~adverse ~~and~~effect ~~enforcement~~on ofour ~~the~~business ~~rules~~ and ~~regulations~~stock ~~in the PRC, which may be adverse to us and adopted quickly with little advance notice~~price.

~~While the application of the~~In ~~M&A~~connection ~~Rules~~with ~~remains unclear, no official guidance and related implementation rules have been issued in relation to~~ the ~~Opinions.~~audits ~~The interpretation and implementation~~ of ~~the~~our ~~Opinions~~consolidated ~~also~~financial ~~remains~~statements ~~unclear~~as ~~at this stage, based on our understanding~~ of ~~the current PRC laws~~ and ~~regulations~~for ~~in effect. No prior permission is required under~~ the ~~M&A~~years ~~Rules~~ended orDecember ~~the Opinions from any PRC governmental authorities (including the CSRC) for consummating this offering by our Company. Furthermore~~31, we2024 ~~currently~~and ~~do not hold any equity interest in any PRC company or operate any business in China. Therefore~~2023, weand ~~do not believe we are required to obtain any permission from any PRC governmental~~reviews ~~authorities~~of ~~to operate~~ our ~~business~~unaudited ascondensed ~~currently~~consolidated ~~conducted~~financial orstatements toas ~~conduct~~of ~~this offering~~ and ~~offer~~for ~~securities to foreign investors. However, there can be no assurance that~~ the ~~relevant~~nine ~~PRC~~months ~~governmental~~ended ~~authorities,~~September ~~including the CSRC~~30, ~~would~~2025 ~~reach~~and ~~the same conclusion~~2024, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of the current rules to require us to obtain CSRC or other PRC governmental approvals for this offering or for the initial business combination, if we ~~decide to consummate the initial business combination with a target business based in~~ and ~~primarily operating in China. If it is determined in the future~~ ~~that the approval of the CSRC, The Cyberspace Administration of China (the “CAC”) or any other regulatory authority is required for this offering, we or~~ our ~~post-business~~independent ~~combination~~registered ~~company~~public ~~may~~accounting ~~face~~firm ~~sanctions~~identified byfour ~~the~~material ~~CSRC,~~weaknesses ~~the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations~~ in ~~China, limit~~ our ~~ability~~internal tocontrol ~~pay~~over ~~dividends~~financial ~~outside of China,~~reporting. ~~limit~~A ~~our~~material ~~operations~~weakness inis ~~China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have~~ a ~~material adverse effect on our business~~deficiency, ~~financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC~~ or ~~other~~combination ~~PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery~~ of ~~our Units. Consequently~~deficiencies, ~~if you engage~~ in ~~market~~internal ~~trading or other activities in anticipation of and prior to settlement and delivery~~controls, ~~you~~such ~~do so at the risk~~ that ~~settlement~~there ~~and~~is ~~delivery~~a ~~may~~reasonable ~~not occur. In addition,~~possibility ~~if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring~~ that ~~we obtain their approvals for this offering, we may be unable to obtain~~ a ~~waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a~~ material ~~adverse~~misstatement ~~effect on the trading price~~ of our ~~securities.~~annual ~~See “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — The PRC governmental authorities may take the view now~~ or ininterim ~~the~~financial ~~future~~statements ~~that~~will annot ~~approval~~be ~~from~~prevented ~~them is required for an overseas offering by a company affiliated with Chinese businesses~~ or ~~persons~~detected oron a ~~business~~timely ~~combination with a target business based in and primarily operating in China~~basis.”

~~Transfer~~The ofmaterial ~~Cash~~weaknesses tothat ~~and~~have ~~from~~been ~~Our~~identified ~~Post-Combination~~for ~~Organization~~AMC Ifare Weas ~~Acquire a Company Based in China~~follows:

We are a blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of this offering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination. As of the date of this prospectus, we have not made any transfers, dividends or distributions to any person or entity.

	(1)	Lack of Experienced Accounting Team — AMC lacks qualified in-house accounting staff and resources with adequate knowledge of U.S. GAAP. A third-party consulting firm has been engaged to prepare financial statements and footnote disclosures in accordance with U.S. GAAP.

	(2)	Lack of Duty Segregations — The Company separates the duties at certain areas, but there is only one person responsible for various functions of the Company, including processing payments and Human Resource functions. All other individuals involved in these processes are engaged through independent contractor roles.

	(3)	Lack of sufficient inventory management process and control system — AMC does not have a sufficient inventory management process or control system.

	(4)	Lack of proper approval for related party transactions — AMC lacks a formal approval process for related party transactions.

To remediate ~~The~~our ~~PRC~~material ~~government~~weaknesses, ~~may~~we ~~impose~~have ~~controls~~begun onand ~~the~~will ~~conversion~~continue ofto: ~~RMB into~~(1) ~~foreign~~hire ~~currencies~~additional ~~and~~qualified ~~the~~accounting ~~remittance~~staff ofwith ~~currencies~~appropriate knowledge ~~out~~and ofexperience ~~the~~in ~~PRC~~U.S. ~~Therefore,~~GAAP weand ~~may~~SEC ~~experience~~financial ~~difficulties~~reporting inrequirements, ~~completing~~while ~~the~~strengthening period-end financial reporting controls ~~administrative~~and procedures; ~~necessary~~(2) toestablish ~~obtain~~an ~~and~~ongoing ~~remit~~program ~~foreign~~to ~~currency~~provide ~~for~~adequate ~~the~~training ~~payment~~for offinancial ~~dividends~~reporting ~~from~~and ~~our~~accounting ~~post-combination~~personnel, ~~entity’s~~particularly ~~profits,~~on ~~if any~~U.S. IfGAAP ~~subsidiaries~~and ofSEC ~~our~~requirements; ~~post-combination~~(3) ~~organization~~assign inclear ~~the~~roles ~~PRC~~and ~~incur~~responsibilities ~~debt~~to onaccounting ~~their~~staff ~~own~~and in the ~~future,~~management ~~the~~team ~~instruments~~to establish ~~governing~~segregation ~~the~~of ~~debt~~duties ~~may~~and ~~restrict~~improve ~~their~~inventory ~~ability~~processes; toand ~~pay~~(4) ~~dividends~~implement ora ~~make~~thorough ~~other~~review ~~payments~~and approval process for related party transactions.

However, we cannot assure that we will remediate our material weaknesses in a timely manner, or at all. If we fail to implement and maintain effective internal controls to remediate the material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the price of our Common Stock could be negatively affected. We could also become subject to investigations by the SEC, Nasdaq or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets.

~~We may~~Table ~~retain all~~ of our available funds and any future earnings following an initial business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial business combination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions to our PRC subsidiaries through intermediate holding companies, and only if we satisfy the applicable government registration and approval requirements. See “Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States — If we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”Contents

IfWe ~~we were to consummate an initial business combination with a China-based target, a 10% PRC withholding tax is applicable to dividends payable to investors that~~ are ~~non-resident~~exposed ~~enterprises. Any gain realized on the transfer of securities by such investors is also subject~~ to ~~PRC~~risks tax at a current rate of 10% which in the case of dividends will be withheld at the source if such gain is regarded as income derived from sources within the PRC. See also “Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to ~~the~~price ~~withholding~~fluctuations ~~tax liabilities~~ of ~~the~~hardware ~~PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treaty benefits~~cost.”

Prices of hardware have a significant impact on our cost of sales. In 2024, costs of hardware accounted for 56% of the final price sold in the market for the period. Parts and accessories for our products primarily include lenses, lithium batteries, infrared sensors and integrated chips. The current or expected supply of our key hardware parts and accessories may fluctuate depending on a number of factors beyond our control, including but not limited to the availability of resources in the supplier market, market demand, market disruptions, natural disasters and other factors. Government tariffs that are imposed may also impact the availability and cost of our key hardware parts and accessories. We may not be able to obtain stable, high-quality parts and accessories at reasonable prices. If prices rise, it would have a material adverse effect on our operating results.

The markets in which we participate are highly competitive and many companies, including large technology companies, are actively targeting the home automation, security monitoring and video monitoring markets. If we are unable to compete effectively with these companies, our sales and profitability could be adversely affected.

We compete in several markets, including home automation, security monitoring and video monitoring. The markets in which we participate are highly competitive and competition may intensify in the future.

Our ability to compete depends on a number of factors, including:

●

our platform and solutions’ functionality, performance, ease of use, reliability, availability and cost effectiveness relative to that of our competitors’ products;

●

our success in utilizing new and proprietary technologies to offer solutions and features previously not available in the marketplace;

●

our success in identifying new markets, applications and technologies;

●

our ability to attract and retain partners;

●

our name recognition and reputation;

●

our ability to recruit software engineers and sales and marketing personnel; and

●

our ability to protect our intellectual property.

Consumers may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. In the event a consumer decides to evaluate a new product or a solution, the consumer may be more inclined to select one of our competitors whose product offerings are broader than those that we offer.

Aggressive business tactics by our competitors may reduce our revenue.

Increased competition in the markets in which we compete may result in aggressive business tactics by our competitors, including:

●

selling at a discount;

●

offering products similar to our platform and solutions on a bundled basis at lower prices;

●

announcing competing products combined with extensive marketing efforts;

●

providing financing incentives to consumers; and

●

asserting intellectual property rights irrespective of the validity of the claims.

~~Enforcement~~ Table of ~~Civil Liabilities~~Contents

Our ~~Chairman~~service ofproviders ~~the Board, Pengfei Zheng, and two of our director nominees, Shu Wang and Li (Helen) Wei, are residents of China. PRC courts~~ may ~~only~~switch ~~recognize~~ and ~~enforce~~offer ~~foreign judgments in accordance with~~ the ~~requirements~~products ~~of the PRC Civil Procedures Law based either on treaties between China~~ and ~~the~~services ~~country where the judgment is made or on principles~~ of ~~reciprocity~~competing ~~between jurisdictions. This is reflected in a number of bilateral treaties signed by China~~companies, which ~~provide~~would ~~that~~adversely ~~lack~~affect ofour ~~jurisdiction~~sales ~~of the judgment court can be a ground for refusal. Further, a foreign judgment cannot be recognized~~ and ~~enforced in China if a Chinese court has rendered a judgment on the same subject matter or recognized and enforced another foreign judgment or arbitral award on the same subject matter~~profitability. ~~In addition,~~ ~~according~~Competition tofrom ~~the~~other ~~PRC~~companies ~~Civil~~may ~~Procedures~~also ~~Law,~~adversely ~~the~~affect ~~PRC~~our ~~courts~~negotiations ~~will~~with ~~not~~service ~~enforce~~providers ~~a foreign judgment against us or our directors~~ and ~~officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty~~suppliers, ~~security~~including, orin ~~public interest.~~some ~~China has no treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. As a result~~cases, itrequiring ~~may be difficult for investors to effect service of process within the United States upon~~ us or to ~~our~~lower ~~Chairman and~~ our ~~director~~prices. ~~nominees~~Opportunities ~~who are residents of China, or~~ to ~~enforce~~take ~~judgments~~market inshare ~~China (including~~using ~~Hong~~innovative ~~Kong and Macau) that are obtained in U.S. courts against us or such individuals~~products, ~~including~~services ~~judgments~~and ~~predicated~~sales ~~upon~~approaches ~~the~~may ~~civil~~also ~~liability~~attract ~~provisions~~new ofentrants to the ~~securities~~field. ~~laws~~We ofmay ~~the~~not ~~United~~be ~~States~~able orto ~~any~~compete ~~state~~successfully inwith the ~~United~~offerings ~~States.~~and ~~Even~~sales ~~with~~tactics ~~proper service~~ of ~~process~~other companies, ~~the~~which ~~enforcement~~could ofresult ~~judgments obtained~~ in ~~U.S. courts or foreign courts based on~~ the ~~civil~~loss ~~liability provisions~~ of ~~the~~service ~~U.S. federal~~providers ~~securities~~offering ~~laws~~our ~~would~~platform beand ~~extremely~~solutions ~~difficult given the PRC Civil Procedures Law~~ and, ~~the~~as ~~lack of~~ a ~~treaty or principles of reciprocity providing for the recognition and enforcement of U.S. judgments. Furthermore~~result, ~~there~~our ~~would~~revenue ~~be added costs~~ and ~~issues with~~ ~~bringing~~profitability ancould ~~original~~be ~~action~~adversely ~~in foreign courts to enforce liabilities based on the U~~affected.~~S. federal securities laws against us or our officers and directors, and they still may be fruitless.~~

~~Corporate~~If ~~Information~~we fail to compete successfully against our current and future competitors, or if our current or future competitors employ aggressive business tactics, including those described above, demand for our platforms and solutions could decline, we could experience cancellations of our services to consumers, or we could be required to reduce our prices or increase our expenses.

~~Our~~We ~~executive~~receive ~~offices~~a ~~are~~substantial ~~located~~portion atof ~~420~~our ~~Lexington~~revenue ~~Avenue~~from a limited number of service providers, ~~Room~~and ~~2446~~the loss of, ~~New~~or ~~York~~a NYsignificant ~~and~~reduction in, orders from one or more of our ~~telephone~~major ~~number~~service isproviders ~~(347)~~would ~~627-0058~~result in decreased revenue and profitability.

WeOur ~~are~~success is highly dependent upon establishing and maintaining successful relationships with a ~~Cayman~~variety ~~Islands~~of ~~exempted~~service ~~company~~providers. ~~Exempted~~We ~~companies~~generally enter ~~are~~into ~~Cayman~~agreements ~~Islands~~with ~~companies~~our ~~conducting~~service ~~business~~providers ~~mainly~~outlining ~~outside~~ the ~~Cayman~~terms of our relationship, including service provider pricing commitments, ~~Islands~~maintenance and support requirements. These contracts typically have an initial term of three years, aswith ~~such~~subsequent renewal terms. While we have developed a network of service providers, ~~are~~we ~~exempted~~receive a substantial portion of our revenue from ~~complying~~a ~~with~~limited ~~certain~~number ~~provisions~~of service providers. For the fiscal year ended December 31, 2024, one customer, Kami Vision Incorporated (“Kami”), a related party to AMC, contributed approximately 26% of AMC’s revenue and accounted for 10% of AMC’s accounts receivable at December 31, 2024. The loss of one or more key service provider, a reduction in sales through any major service provider, the ~~Companies~~inability ~~Act~~of any customer to fulfill its financial obligations or the inability or unwillingness of any of our major service provider to pay for our platforms and solutions would reduce our revenue and could impair our profitability. Additionally, this concentration exposes AMC to potential collection risks and could increase its vulnerability to any economic downturns or operational disruptions affecting key customers.

WeAMC ~~are~~currently anoperates “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain ~~exemptions~~ from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of ~~Section~~its ~~404~~business ofthrough ~~the~~variable ~~Sarbanes-Oxley Act~~interest of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedentities. ~~If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.~~

InCertain ~~addition,~~of ~~Section~~AMC’s ~~107~~business ofis ~~the~~operated ~~JOBS~~through ~~Act~~two ~~also~~variable ~~provides~~interest ~~that~~entities (“VIEs”). AMC does not have an ~~“emerging~~equity ~~growth~~ownership in, ~~company”~~or ~~can~~control ~~take~~through ~~advantage~~such ownership or investment of the ~~extended~~VIEs. The contractual arrangements with respect to VIEs are not equivalent ~~transition~~to ~~period~~an ~~provided~~equity ownership in ~~Section~~the ~~7(a)(2)(B)~~business of ~~the~~VIEs. ~~Securities~~These ~~Act~~contractual ~~for~~arrangements ~~complying~~may not be as effective as direct ownership in providing AMC with ~~new~~control over VIEs. Any references in this prospectus to control or ~~revised~~benefits that accrue to AMC because of VIEs are limited to, and subject to conditions for consolidation of, VIEs under U.S. GAAP. For accounting ~~standards~~purposes, AMC is the primary beneficiary of the VIEs. In ~~other words~~addition, anthe ~~“emerging~~contractual ~~growth~~agreements ~~company”~~governing ~~can~~VIEs ~~delay~~have not been tested in a court of law. In the ~~adoption~~opinion of ~~certain~~AMC’s ~~accounting~~management, based ~~standards~~on ~~until~~AMC’s ~~those~~China ~~standards~~counsel, ~~would~~the ~~otherwise~~agreements among AMC, each of the VIEs and its nominee shareholders, governed by local laws, ~~apply~~as todescribed ~~private~~above, ~~companies~~are valid, binding and enforceable in accordance with their terms and applicable local laws, rules, and regulations currently in effect and do not and will not violate any applicable local laws, regulations, or rules currently in effect. WeHowever, ~~intend~~there are tosubstantial ~~take~~uncertainties ~~advantage~~regarding the interpretation and application of current and future local laws and regulations. Accordingly, if the ~~benefits~~local government finds that the contractual arrangements do not comply with its restrictions on foreign ownership of ~~this~~businesses, or ~~extended~~if ~~transition~~the ~~period.~~local government otherwise finds that AMC and the VIEs are in violation of local laws or regulations or lack the necessary permits or licenses to operate AMC’s business, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

~~We will~~● ~~remain~~revoking anthe ~~emerging~~business ~~growth~~and ~~company~~operating ~~until~~licenses ~~the earlier~~ of ~~(1)~~AMC; ~~the~~● ~~last~~discontinuing ~~day~~or ofrestricting the ~~fiscal~~operations; ~~year~~● ~~(a)~~imposing ~~following~~fines ~~the~~or ~~fifth~~confiscating ~~anniversary~~any of ~~the~~ ~~completion~~VIEs’ ofincome ~~this~~that ~~offering,~~they ~~(b)~~deem into ~~which we~~ have ~~total~~been ~~annual~~obtained ~~gross~~through ~~revenue~~illegal ofoperations; at● ~~least~~imposing ~~$1.235~~conditions ~~billion,~~ or ~~(c)~~requirements inwith which ~~we are~~AMC’s ~~deemed~~subsidiaries toor the VIEs may not be aable ~~large~~to ~~accelerated~~comply; ~~filer,~~● ~~which~~requiring ~~means~~AMC to restructure the ~~market~~ownership ~~value~~structure ofor ~~our~~operations, ~~ordinary~~including ~~shares~~terminating ~~that~~the iscontractual ~~held~~arrangements bywith ~~non-affiliates~~the ~~exceeds $700~~VIEs; ~~million~~● asrequiring ofAMC to restructure the ~~prior~~ownership ~~June~~structure ~~30th~~or operations, ~~and~~including ~~(2)~~terminating the ~~date~~contractual onarrangements ~~which~~with wethe ~~have~~VIEs; ~~issued~~● ~~more~~restricting ~~than~~or ~~$1.0~~prohibiting ~~billion~~AMC’s inuse ~~non-convertible debt~~of ~~securities~~the ~~during~~proceeds of overseas offering to finance the ~~prior~~business ~~three-year~~and ~~period.~~operations ~~References~~in ~~herein~~these tojurisdictions; ~~“emerging~~or ~~growth~~● ~~company”~~taking ~~shall~~other ~~have~~regulatory ~~the~~or ~~meaning associated~~enforcement ~~with~~actions itthat incould ~~the~~be ~~JOBS~~harmful ~~Act~~to the business.

~~Additionally,~~If wethe ~~are~~imposition ~~a “smaller reporting company” as defined in Item 10(f)(1)~~ of ~~Regulation~~any ~~S-K. Smaller reporting companies may take advantage~~ of ~~certain~~these ~~reduced~~penalties ~~disclosure~~or ~~obligations,~~requirement ~~including,~~to ~~among~~restructure ~~other~~AMC’s ~~things,~~operations ~~providing~~causes ~~only~~it ~~two~~to ~~years~~lose ofthe ~~audited~~rights ~~financial~~to ~~statements.~~direct ~~We will remain a smaller reporting company until~~ the ~~last~~activities ~~day~~ of the ~~fiscal~~two ~~year~~VIEs inor ~~which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year~~AMC’s ~~second~~right ~~fiscal~~to ~~quarter,~~receive orits ~~(2)~~economic ~~our~~benefits, ~~annual~~AMC ~~revenues~~would ~~exceeded $100~~no ~~million~~longer ~~during~~be ~~such~~able ~~completed~~to ~~fiscal~~consolidate ~~year and~~ the ~~market value of our ordinary shares held by non-affiliates exceeds $700 million~~ asfinancial ofresults ~~the end~~ of ~~that year’s second fiscal quarter. To~~ the ~~extent~~two weVIEs ~~take~~in ~~advantage~~its ofconsolidated ~~such reduced disclosure obligations, it may also make comparison of our~~ financial statements ~~with other public companies difficult or impossible~~.

~~The Offering~~Table of Contents

InAMC ~~making~~could ~~your~~be ~~decision~~subject ~~on whether~~ to ~~invest in our securities, you should take into account not only the backgrounds of the members of our management team and advisors, but also the special~~ risks werelated ~~face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled~~ to ~~protections~~terminating ~~normally~~its ~~afforded to~~VIE ~~investors in Rule 419 blank check offerings~~operations. ~~You should carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk Factors.”~~

~~Securities~~In August ~~offered 6~~2024,~~000,000~~ ~~units,~~AMC atand ~~$10.00~~the ~~per~~two ~~unit~~VIEs ~~(or~~through 6which certain of its business is operated entered into separate business transfer agreements. Under these agreements,~~900,000~~ ~~units~~the iftwo VIEs will transfer all of their ownership in the ~~underwriters’~~online ~~option~~stores they operate to ~~purchase~~AMC. ~~additional~~As ~~units~~a result, AMC will no longer have any operations through VIEs. It is ~~exercised~~possible that the foregoing transfer could result in ~~full)~~interruptions in the business activities while the transfers are being completed. Furthermore, ~~each~~it ~~unit~~is ~~consisting~~possible that the PRC government could raise questions relating to the operations after the transfer has been completed or seek to impose penalties or taxes in connection therewith. Any interruption of: business activities or increased expenses related to the transfer could negatively impact AMC’s operations.

●Mergers or ~~one~~other ~~ordinary~~strategic ~~share;~~transactions involving our competitors could weaken our competitive position, which could adversely affect our ability to compete effectively and ●harm ~~one~~our ~~right~~results of operations.

Proposed NASDAQ symbols		Units: “ATMVU”
		Ordinary Shares: “ATMV”
		Rights: “ATMVR”
Trading commencement and separation of ordinary shares and rights		The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and rights. No fractional shares will be issued upon separation of the units and only whole shares will trade. Accordingly, unless you purchase rights in multiples of ten, you will not be able to receive or trade a whole share underlying the right. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Separate trading of ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K		In no event will the ordinary shares and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

Our industry is highly fragmented, and we believe it is likely that some of our existing competitors will consolidate or be acquired. In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with systems integrators, third-party consulting firms or other parties. Any such consolidation, acquisition, alliance or cooperative relationship could adversely affect our ability to compete effectively and lead to pricing pressure and our loss of market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our business, results of operations and financial condition.

~~Units:~~A significant ~~Number~~decline ~~outstanding~~in ~~before~~our ~~this~~SaaS ~~offering~~and 0license ~~units~~revenue renewal rate would have an adverse effect on our business, financial condition and operating results.

Revenue is primarily dependent on the number of active subscribers and their monthly usage of platform features. Subscribers could elect to terminate our services in any given month. If our efforts and our service providers’ efforts to satisfy our existing subscribers are not successful, we may not be able to retain them or sell additional functionality to them and, as a result, our revenue and ability to grow could be adversely affected.

Our SaaS and license revenue renewal rate is calculated across our entire subscriber base, including subscribers whose contract with their service provider reached the end of its contractual term during the measurement period, as well as subscribers whose contract with their service provider has not reached the end of its contractual term during the measurement period, and is not intended to estimate the rate at which our subscribers renew their contracts with our service providers. As a result, we may not be able to accurately predict future trends in renewals and the resulting churn. Subscribers may choose not to renew their contracts for many reasons, including the belief that our service is not required for their needs or is otherwise not cost-effective, a desire to reduce discretionary spending, or a belief that our competitors’ services provide better value. Additionally, our subscribers may not renew for reasons entirely out of our control, such as moving a residence or the dissolution of their business. A significant increase in our churn would have an adverse effect on our business, financial condition, and operating results.

If we are unable to develop new solutions, sell our platform and solutions into new markets or further penetrate our existing markets, our revenue may not grow as expected.

Our ability to increase sales will depend in large part on our ability to enhance and improve our platform and solutions, introduce new solutions in a timely manner, sell into new markets and further penetrate our existing markets. The success of any enhancement or new solution or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new solutions, the ability to maintain and develop relationships with service providers, the ability to attract, retain and effectively train sales and marketing personnel and the effectiveness of our marketing programs. Any new product or service we develop or acquire may not be introduced in a timely or cost-effective manner, and may not achieve the broad market acceptance necessary to generate significant revenue. Any new markets into which we attempt to sell our platform and solutions, including new vertical markets and new countries or regions, may not be receptive. Our ability to further penetrate our existing markets depends on the quality of our platform and solutions and our ability to design our platform and solutions to meet consumer demand.

Number outstanding after this offering and private placement		6,390,000 units(1)(2)
Ordinary Shares:
Number outstanding before this offering		1,850,000 shares(3)
Number outstanding after this offering and private placement		8,015,000(1)(4)
Rights:
Number outstanding before this offering		0 rights
Number outstanding after this offering and private placement		6,390,000 rights(1)(5)

Table of Contents

(1)	Assumes no exercise of the underwriters’ over-allotment option.
(2)	Includes 6,000,000 public units and 390,000 private units.
(3)	Represents 1,725,000 founder shares and 125,000 EBC founder shares. The founder shares include up to 225,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.
(4)	Includes 1,500,000 founder shares, 125,000 EBC founder shares, 6,000,000 public shares and 390,000 private shares.
(5)	Includes 6,000,000 public rights and 390,000 private rights.

We rely on wireless carriers to provide access to wireless networks through which we provide our wireless alarm, notification and intelligent automation services, and any interruption of such access would impair our business.

~~Term~~We rely ofon ~~rights:~~wireless ~~Except~~carriers into ~~cases~~provide ~~where~~access weto ~~are~~wireless ~~not~~networks ~~the~~for ~~surviving~~machine-to-machine ~~company~~data ~~in an initial business combination~~transmissions, ~~each~~which ~~holder~~are ofan aintegral ~~right will automatically receive one-tenth (1/10)~~ part of ~~one ordinary share upon consummation of~~ our ~~initial business combination~~services. InOur ~~the~~wireless ~~event~~carriers wemay ~~will~~suspend ~~not~~wireless beservice ~~the surviving company upon completion of our initial business combination, each holder of a right will be required~~ to ~~affirmatively convert his~~expand, ~~her~~maintain or ~~its~~improve ~~rights~~their ~~in order to receive the one-tenth (1/10) of an ordinary share of the new entity underlying each right upon consummation of the initial business combination~~networks. WeAny ~~will~~suspension ~~not~~or other ~~issue~~interruption ~~fractional shares in connection with an exchange~~ of ~~rights.~~services ~~Fractional~~would ~~shares~~adversely ~~will~~affect ~~either~~our beability ~~rounded down~~ to ~~the~~provide ~~nearest~~our ~~whole~~services ~~share~~to orour ~~otherwise~~service ~~determined~~providers byand ~~the~~subscribers ~~board~~and may ofadversely ~~directors~~affect asour ~~provided by Cayman Islands laws~~reputation. AsIn ~~a result~~addition, ~~you~~the ~~must~~inability ~~hold~~to ~~rights~~maintain inour ~~multiples~~existing ofcontracts ~~ten~~with inour ~~order~~wireless tocarriers ~~receive~~or ~~shares~~enter into ~~for~~new ~~all~~contracts ofwith ~~your~~such ~~rights~~wireless ~~upon~~carriers ~~closing~~could ofhave ana ~~initial~~material ~~business~~adverse ~~combination.~~effect Ifon weour ~~are unable to complete an initial~~ business, ~~combination~~financial ~~within~~condition ~~the required time period~~ and ~~we redeem the public shares for the funds held in the trust account, holders~~ results of ~~rights will not receive any of such funds for their rights and the rights will expire worthless~~operations.

Any security incident, other technology disruption, or failure to comply with laws and regulations relating to privacy and processing of personal information could result in damage to AMC’s brand and reputation, material financial penalties, and legal liability, any of which could negatively impact our business, results of operations and financial condition.

AMC’s business involves the use of computers in substantially all aspects of its business operations. AMC also uses mobile devices, social networking and other online activities to connect with its employees, suppliers, manufacturers, distributors, customers and consumers. As AMC pursues new initiatives that grow its operations, including acquisitions, AMC may also be required expand and improve its information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. Security incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors, each of which increases the difficulty of detecting and successfully defending against them. If AMC fails to assess, identify, and respond to cybersecurity risks associated with the expansion and evolution of its business or the increasing sophistication of hackers, AMC may become increasingly vulnerable to such risks.

While AMC believes that it has implemented reasonable measures to prevent security incidents, there can be no assurances that such measures will be effective to protect AMC’s information technology systems and/or the relevant personal or sensitive information it processes. As an early-stage company, AMC’s resources to invest in data security protection are limited, and AMC may not be sufficiently protected against security incidents. AMC may not have sufficient resources to adequately investigate and remediate any vulnerabilities related to security incidents, or to prevent them.

In addition to breach notification laws that may be triggered by security incidents or access or exfiltration of personal information by unauthorized persons, AMC may also be contractually required to notify customers or other counterparties of a security incident. Maintaining industry standard safeguards and, if needed, addressing a security incident may be costly. Complying with the numerous and complex regulations in the event of a data security breach would be potentially expensive, and resource-intensive and failure to comply could subject us to regulatory scrutiny and potential liability, including fines, penalties, or litigation. In addition, the theft, destruction, loss, misappropriation, or release of personal information or intellectual property, or interference with AMC’s information technology systems or the technology systems of third parties on which it relies, could result in business disruption, reputational harm, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, all of which could have a material adverse impact on AMC’s business, financial condition or results of operations.

~~Founder~~Table ~~shares and EBC founder shares On February 7, 2022, our sponsor acquired 1,725,000 ordinary shares for an aggregate purchase price~~ of $25,000. Prior to the initial investments in the company by our sponsor, the company had no assets, tangible, or intangible. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of our issued and outstanding shares after this offering (excluding the private shares and the EBC founder shares).Contents

We also issued to EBC 125,000 EBC founder shares for an aggregate purchase price of $1,750 on July 11, 2022. The founder shares and EBC founder shares are identical to the ordinary shares included in the public units, except that:
	●	the founder shares and EBC founder shares are subject to certain transfer restrictions, as described in more detail below;
	●	the holders of the founder shares (but not the holders of the EBC founder shares) have agreed to vote any founder shares and private shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need (i) 2,117,500 or 35.3%, of the 6,000,000 public shares sold in this offering (or 1,811,048, or 31.5%, of the 6,900,000 public shares sold in this offering if the underwriters’ over-allotment option is exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted, including the EBC founder shares, and the over-allotment option is not exercised), or (ii) 113,750, or 1.9% of the 6,000,000 public shares sold in this offering and EBC founder shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming that only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised); and
	●	our founders have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares, private shares and any public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private shares held by them if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a an initial business combination as described in this prospectus), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our shareholders for a vote, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial business combination; and
	●	the founder shares and EBC founder shares are subject to registration rights.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our products, improve our operating system or acquire complementary businesses and technologies. Our capital requirements will depend on many factors, including, but not limited to:

	●	technological advancements;

	●	market acceptance of our products and product enhancements, and the overall level of sales of our products;

	●	R&D expenses;

	●	our relationships with our customers and suppliers;

	●	our ability to control costs;

	●	sales and marketing expenses;

	●	enhancements to our infrastructure and systems and any capital improvements to our facilities;

	●	potential acquisitions of businesses and product lines; and

If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be limited.

The technology employed in our products may become obsolete, and we may need to incur significant capital expenditures to update our products for changes in technology.

Our industry is characterized by rapid technological innovation. Our platform and solutions interact with the hardware and software technology of systems and devices located at our subscribers’ properties. We may be required to modify or change our products or solutions to adapt to new technologies or changes in existing technologies in response to changing market conditions, consumer preferences or industry standards, which could require significant capital expenditures. For example, many of our products are currently working on platforms that rely on 3G/4G wireless technology. As 5G wireless technology becomes more prevalent, it may require changes to our products or solutions. It is also possible that one or more of our competitors could develop a significant technical advantage that allows them to provide additional or superior quality products or services, or to lower their price for similar products or services, which could put us at a competitive disadvantage. Our inability to adapt to changing technologies, market conditions or consumer preferences in a timely manner could materially and adversely affect our business, financial condition, cash flows or results of operations.

If we are unable to continue to utilize the “Yi” brand name, it could materially and adversely affect our business, financial condition and results of operations.

We currently utilize the “Yi” brand name in almost all of the products we sell. We have been granted permission by Shanghai Xiaoyi Technology Co., Ltd., the owner of the “Yi” brand name, to utilize such name in all of our products in our online sales through October 22, 2026. We cannot assure you that we will be able to extend this arrangement beyond such date. If we are unable to maintain this arrangement in the future and lose the ability to utilize the “Yi” brand name, it could materially and adversely affect our business, financial condition and results of operations.

We depend on our suppliers, and the loss of any key supplier could materially and adversely affect our business, financial condition and results of operations.

Our hardware products depend on the quality of components that we procure from related-party suppliers. Reliance on suppliers, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts, which can adversely affect the reliability and reputation of our platform and solutions, and a shortage of components and reduced control over delivery schedules and increases in component costs, which can adversely affect our profitability. We have two related parties from which we procure hardware on a purchase order basis. If these suppliers are unable to continue to provide a timely and reliable supply, we could experience interruptions in delivery of our platform and solutions to service providers, which could have a material adverse effect on our business, financial condition and results of operations. If we were required to find alternative sources of supply, qualification of alternative suppliers and the establishment of reliable supplies could result in delays and a possible loss of sales, which could have a material adverse effect on our business, financial condition and results of operations.

~~Transfer~~Table ~~restrictions on founder shares and EBC founder shares On the date~~ of closing of this offering, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. The founder shares will not (except as described herein under the section of this prospectus entitled “Principal Shareholders—Restrictions on Transfers of Founder Shares, EBC Founder Shares, and Private Units”), be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The EBC founder shares will not (except as described herein under the section of this prospectus entitled “Principal Shareholders—Restrictions on Transfers of Founder Shares, EBC Founder shares, and Private Units”) be transferred, assigned or sold (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination. We refer to such transfer restrictions throughout this prospectus as the lock-up. Voting Each ordinary share will have one vote on all such matters.Contents

Private Units Our sponsor and EBC have agreed that they and/or their designees will purchase from us an aggregate of 390,000 private units (365,000 private units to be purchased by our sponsor and 25,000 private units to be purchased by EBC and/or its designees) at a price of $10.00 per unit for a total purchase price of $3,900,000 Disruptions in ~~a private placement that will close simultaneously with~~ the ~~closing~~supply ofchain ~~this~~for ~~offering.~~AMC’s ~~Our~~products ~~sponsor~~could ~~and~~negatively ~~EBC~~impact ~~have~~AMC’s also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 40,500 private units on a pro rata basis (37,904 private units to be purchased by our sponsor and 2,596 private units to be purchased by EBC and/or its designees) at a price of $10business.00 per unit in an amount that is necessary to maintain in the trust account $10.20 per unit sold to the public in this offering. The private units are identical to the units sold in this offering, subject to limited exceptions.

In 2023, AMC’s business was impacted by supply chain disruptions, particularly a short supply of security cameras. To address this challenge, AMC purchased Ants’ remaining inventory of security cameras, which allowed it to meet customer demand without significant interruptions to its operations or revenue. While the disruption posed challenges, AMC’s proactive measures helped mitigate immediate risks to customer satisfaction and market position. AMC has implemented several strategies to address supply chain risks going forward, including diversifying its supplier base by expanding partnerships with multiple suppliers to reduce reliance on any single source, and seeking to better manage its inventory by increasing the amount of parts and accessories purchased when placing purchase orders. These mitigation efforts, while effective in addressing short-term supply chain disruptions, introduced certain other risks, including product quality and reliability risks dealing with new suppliers and higher costs to increase inventory levels. Although AMC will seek to mitigate these risks such as by conducting rigorous quality assurance processes, there can be no assurance that AMC will be successful in these efforts. If it is not, it could have a material adverse effect on AMC’s business.

AMC faces inflationary pressures which could negatively impact its business

To date, recent inflationary pressures have not had a material impact on AMC’s business and operations. However, such pressures could increase over time and if they did, it could have a material impact on AMC’s business and operations. For instance, to date, the costs associated with procuring AMC’s hardware, raw materials and third-party services have not increased materially as AMC’s main suppliers are located in PRC where inflation has been controlled in the past year. If inflation were to increase in these locations, it could negatively impact AMC’s business. Furthermore, inflationary pressures in the logistics sector, including higher fuel and transportation costs, could increase and further negatively impact the cost of delivering AMC’s products and solutions. The United States government has also recently imposed higher tariffs on products from the PRC, which could increase the prices of our products and services and could negatively impact our business. If AMC is unable to implement successful strategies to offset such inflationary pressures and/or tariffs, it could have a material adverse effect on its business and operations.

Growth of our business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance our brand would hurt our ability to retain or attract subscribers.

We believe that building and maintaining market awareness, brand recognition and goodwill in a cost-effective manner is critical to our overall success in achieving widespread acceptance of our existing and future solutions and is an important element in attracting new service providers and subscribers. An important part of our business strategy is to increase service provider and consumer awareness of our brand and to provide marketing leadership, services and support to our service provider network. This will depend largely on our ability to continue to provide high-quality solutions, and we may not be able to do so effectively. While we may choose to engage in a broader marketing campaign to further promote our brand, this effort may not be successful. Our efforts in developing our brand may be hindered by the marketing efforts of our competitors and our reliance on our service providers and strategic partners to promote our brand. If we are unable to cost-effectively maintain and increase awareness of our brand, our business, results of operations and financial condition could be harmed.

Our strategy includes pursuing acquisitions, and our potential inability to successfully integrate newly-acquired technologies, assets or businesses may harm our financial results.

We believe part of our growth will be driven by acquisitions of other companies or their technologies, assets and businesses. Any acquisitions we complete will give rise to risks, including:

●

incurring higher than anticipated capital expenditures and operating expenses;

●

failing to assimilate the operations and personnel or failing to retain the key personnel of the acquired company or business;

		The purchase price of the private units will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus), the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units and underlying securities will be worthless.
Transfer restrictions on private units		The private units (including private shares and private rights included in the private units, and the ordinary shares underlying the private rights) will not be transferable, assignable or saleable (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the completion of our initial business combination (except as described under the section of this prospectus entitled “Principal Shareholders — Restrictions on Transfers of Founder Shares, EBC Founder Shares, and Private Units”).
Proceeds to be held in trust account		The rules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust account. Of the net proceeds of this offering and the sale of the private units, $61,200,000 or $10.20 per unit ($70,380,000, or $10.20 per unit, if the underwriters’ over-allotment option is exercised in full) will be placed into a U.S.-based trust account at UBS with Continental Stock Transfer & Trust Company, acting as trustee.

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●

failing to integrate the acquired technologies, or incurring significant expense to integrate acquired technologies into our platform and solutions;

●

diverting our management’s attention and other company resources;

●

failing to maintain uniform standards, controls and policies;

●

incurring significant accounting charges;

●

impairing relationships with employees, service providers or subscribers;

●

finding that the acquired technology, asset or business does not further our business strategy, that we overpaid for the technology, asset or business or that we may be required to write off acquired assets or investments partially or entirely;

●

failing to realize the expected synergies of the transaction;

●

being exposed to unforeseen liabilities and contingencies that were not identified prior to acquiring the company; and

Fully integrating an acquired technology, asset or business into our operations may take a significant amount of time. We may not be successful in overcoming these risks or any other problems encountered with acquisitions. To the extent we do not successfully avoid or overcome the risks or problems related to any such acquisitions, our results of operations and financial condition could be harmed. Acquisitions also could impact our financial position and capital requirements, or could cause fluctuations in our quarterly and annual results of operations. Acquisitions could include significant goodwill and intangible assets, which may result in future impairment charges that would reduce our stated earnings. We may incur significant costs in our efforts to engage in strategic transactions and these expenditures may not result in successful acquisitions.

To carry out our business plan, we may face the challenge that we are short of human capital resources.

In our business plan, we are planning to launch new products which require intensive investment of human capital resources. We currently employ only a small group of people and rely on the outsourced human capital that we work with. The lack of human resources has potential to impact the development of our business plan and delay the launch of our new products.

Evolving government and industry regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.

As internet commerce continues to evolve, federal, state or foreign agencies have adopted and could in the future adopt regulations covering issues such as user privacy and content. We are particularly sensitive to these risks because the Internet is a critical component of our business model. In addition, taxation of products or services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the internet may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our operations.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our operations.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Such changes could have a material adverse effect on our operations.

		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Anticipated expenses and funding sources		Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested 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. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon an assumed interest rate of 3.5%, we expect the trust account to generate approximately $2,142,000 of interest annually.
		Unless and until we complete our initial business combination, we may pay our expenses only from:

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	●	the net proceeds of this offering and the sale of the private units not held in the trust account, which will be approximately $650,000 in working capital after the payment of approximately $550,000 in expenses (excluding underwriting commissions) relating to this offering; and
	●	any loans or additional investments from our initial shareholders or their affiliates, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.

We rely on the performance of our senior management and highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business and results of operations could be harmed.

We believe our success depends on the efforts and talents of senior management and key personnel. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or key personnel could interrupt our ability to execute our business plan, as such individuals may be difficult to replace. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business and results of operations could be harmed.

Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade problems such as terrorism or global or regional economic, political and social conditions.

A significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could harm our business, results of operations and financial condition. Natural disasters could affect our hardware vendors. Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenue, such as metropolitan areas in North America, consumers in that region may delay or forego purchases of our platform and solutions from service providers in the region, which may harm our results of operations for a particular period. In addition, terrorist acts or acts of war could cause disruptions in our business or the business of our hardware vendors, service providers, subscribers or the economy as a whole. More generally, these geopolitical, social and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our sales. Given our concentration of sales during the third and fourth quarters, any disruption in the business of our hardware vendors and service providers that impacts sales during the third or fourth quarter could have a greater impact on our annual results. All of the aforementioned risks may be augmented if the disaster recovery plans for us, our service providers and our suppliers prove to be inadequate. To the extent that any of the above results in delays or cancellations of orders, or delays in the manufacture, deployment or shipment of our platform and solutions, our business, financial condition and results of operations would be harmed.

Downturns in general economic and market conditions and reductions in spending may reduce demand for our platform and solutions, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for our platform and solutions. Concerns about the systemic impact of a potential widespread recession, energy costs, geopolitical issues, the availability and cost of credit and the global housing and mortgage markets have contributed to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S. economy. The current unstable general economic and market conditions have been characterized by a dramatic decline in consumer discretionary spending and have disproportionately affected providers of solutions that represent discretionary purchases. While the decline in consumer spending has recently moderated, these economic conditions could still lead to continued declines in consumer spending over the foreseeable future, and may have resulted in a resetting of consumer spending habits that may make it unlikely that such spending will return to prior levels for the foreseeable future.

During weak economic times, the available pool of service providers may decline as the prospects for home building and home renovation projects diminish, which may have a corresponding impact on our growth prospects. In addition, there is an increased risk during these periods that one of our service providers will file for bankruptcy protection, which may harm our reputation, revenue, profitability and results of operations. Likewise, consumer bankruptcies can detrimentally affect the business stability of our service providers. Prolonged economic slowdowns and reductions in new home construction and renovation projects may result in diminished sales of our platform and solutions. Further worsening, broadening or protracted extension of the economic downturn could have a negative impact on our business, revenue, results of operations and cash flows.

Conditions to completing our initial business combination		We will have up to 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our Board of Directors, if requested by our sponsor, extend the period of time we will have to consummate an initial business combination up to two times, each by an additional three months (for a total of up to 18 months from the closing of this offering), provided that, pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding interest income earned on the trust account that is released to pay taxes) at the time of the agreement to enter into the initial business combination.
		If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.
		We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test, provided that in the event that the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

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Failure to comply with laws and regulations could harm our business.

We conduct our principal business operations in the United States. We are subject to regulation by various federal, state and local agencies, including, but not limited to, agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, federal securities laws and tax laws and regulations.

We are subject to the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, and possibly other anti-bribery laws, including those that comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and other international conventions. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or benefits to recipients in the public or private-sector. Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks. Our company has direct government interactions and in several cases uses third-party representatives, including dealers, for regulatory compliance, sales and other purposes in a variety of countries. These factors increase our anti-corruption risk profile. We can be held liable for the corrupt activities of our employees, representatives, contractors, partners and agents, even if we did not explicitly authorize such activity. Although we have implemented policies and procedures designed to ensure compliance with anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, partners, and agents will comply with these laws and policies.

We are also subject to data privacy and security laws, anti-money laundering laws (such as the USA PATRIOT Act), and import/export laws and regulations in the United States and in other jurisdictions.

Our business operates in a regulated industry.

Our business, operations and service providers are subject to various U.S. federal, state and local consumer protection laws, licensing regulation and other laws and regulations. Our advertising and sales practices and that of our service provider network are subject to regulation by the U.S. Federal Trade Commission, or the FTC, in addition to state consumer protection laws. The FTC and the Federal Communications Commission have issued regulations that place restrictions on, among other things, unsolicited automated telephone calls to residential and wireless telephone subscribers by means of automatic telephone dialing systems and the use of prerecorded or artificial voice messages. If our service providers were to take actions in violation of these regulations, such as telemarketing to individuals on the “Do Not Call” registry, we could be subject to fines, penalties, private actions or enforcement actions by government regulators. Although we have taken steps to insulate ourselves from any such wrongful conduct by our service providers, and to require our service providers to comply with these laws and regulations, no assurance can be given that we will not be exposed to liability as result of our service providers’ conduct. Further, to the extent that any changes in law or regulation further restrict the lead generation activity of our service providers, these restrictions could result in a material reduction in subscriber acquisition opportunities, reducing the growth prospects of our business and adversely affecting our financial condition and future cash flows. In addition, most states in which we operate have licensing laws directed specifically toward the monitored security services industry. Our business relies heavily upon cellular telephone service to communicate signals. Cellular telephone companies are currently regulated by both federal and state governments. Changes in laws or regulations could require us to change the way we operate, which could increase costs or otherwise disrupt operations. In addition, failure to comply with any such applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses, including in geographic areas where our services have substantial penetration, which could adversely affect our business and financial condition. Further, if these laws and regulations were to change or if we fail to comply with such laws and regulations as they exist today or in the future, our business, financial condition and results of operations could be materially and adversely affected.

If we fail to protect our intellectual property and proprietary rights adequately, our business could be harmed.

We believe that our proprietary technology is essential to establishing and maintaining our position in the market that we operate. We seek to protect our intellectual property through confidentiality, non-compete and nondisclosure agreements, domain names and other measures, some of which afford only limited protection. We also rely on patent, trademark, trade secret and copyright laws to protect our intellectual property. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology or to obtain and use information that we regard as proprietary. Our means of protecting our proprietary rights may not be adequate or our competitors may independently develop similar or superior technology, or design around our intellectual property. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States. Intellectual property protections may also be unavailable, limited or difficult to enforce in some countries, which could make it easier for competitors to capture market share. Our failure or inability to adequately protect our intellectual property and proprietary rights could harm our business, financial condition and results of operations.

Permitted purchases of public shares by our affiliates		If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of NASDAQ. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
Redemption rights for public shareholders upon completion of our initial business combination		We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and private shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise and to waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

Table of Contents

Risks related to Foreign Operations

If AMC is deemed to be a China-based company, it could have a significant impact on AMC’s business operations and the value of its securities.

Based on AMC’s jurisdiction of incorporation, financial makeup and business operations, AMC is not considered a China-based company. However, because it conducts certain operations in the PRC, it is possible that the PRC government could seek to deem AMC as a China-based issuer. If AMC were to be deemed to be a China-based issuer and become subject to PRC regulation and oversight, it could have a material adverse effect on its business operations and the value of its securities.

The PRC legal system is based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. As PRC legal system is evolving rapidly, the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to AMC. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, AMC may not be aware of its violation of such policies and rules until sometime after the violation. AMC cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties, including any inability to enforce AMC’s contracts, together with any development or interpretation of PRC law that is adverse to AMC, could materially and adversely affect AMC’s business and operations and limit the legal protections available and other foreign investors, including you.

In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past five decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, many of these laws, regulations and legal requirements are relatively new and still evolving and uncertainties remain as to the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing AMC’s business and the enforcement and performance of AMC’s business arrangements in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and AMC’s business may be affected if it relies on laws and regulations which are subsequently adopted or interpreted in a manner different from its current understanding of these laws and regulations. AMC cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on its business. Although AMC has taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, the PRC governmental authorities may promulgate new laws and regulations that may affect AMC’s operations. AMC cannot rule out the possibility that there might be future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. Failure to comply with such evolving laws and regulations may subject AMC to material sanctions or penalties imposed by the governmental authorities.

The PRC government may exercise certain oversight over the conduct of AMC’s business, and may influence AMC’s operations, which could result in changes in AMC’s operations. Changes in China’s economic or social conditions or government policies could have a material adverse effect on AMC, and the surviving combined business after the combination, and their business, results of operations, financial condition, and the value of AMC securities.

Since AMC conducts certain of its operation in and some of its assets are located in PRC, the PRC government may seek to influence and exert control over AMCs operations which could result in a material change in its operations and/or the value of AMC’s securities. In addition, AMC’s results of operations and financial condition may be influenced to a significant degree by the economic and social conditions in the PRC.

~~Manner~~Table of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on NASDAQ, we will be required to comply with such rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:Contents

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.

The PRC government may be authorized by the laws and regulations to exercise significant control and take regulatory actions over the conduct of AMC’s business, and the regulations to which we are subject may change rapidly and with little advance notice. Like many other jurisdictions, new laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

~~Upon~~● ~~the~~Delay ~~public~~or ~~announcement~~impede ofAMC’s ~~our initial business combination~~development, if● weResult ~~elect~~in tonegative ~~conduct~~publicity ~~redemptions pursuant to the tender offer rules, we~~ or ~~our~~increase ~~initial~~AMC’s ~~shareholders~~product ~~will~~cost ~~terminate~~and ~~any~~operating ~~plan~~costs, ~~established~~● inRequire ~~accordance~~significant ~~with~~management ~~Rule~~time ~~10b5-1~~and ~~under~~attention, ~~the~~and ~~Exchange~~● ~~Act~~Subject AMC to ~~purchase our ordinary shares in the open market~~remedies, inadministrative ~~order~~penalties toand ~~comply~~even ~~with~~criminal ~~Rule~~liabilities ~~14e-5~~that ~~under~~may ~~the~~adversely ~~Exchange~~affect ~~Act~~AMC’s business.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which AMC conducts its business and could require AMC to change certain aspects of its business to ensure compliance, which could reduce revenues, increase costs, require AMC to obtain additional licenses, permits, approvals or certificates, or subject AMC to additional liabilities. To the extent any new or more stringent measures are required to be implemented, AMC’s business, financial condition and results of operations could be adversely affected.

AMC may experience delays and/or failures in obtaining and renewing relevant PRC governmental approvals, licenses, permits or others required for its operation conducted in PRC.

AMC is required to obtain various approvals, permits, licenses and certificates with respect to the portion of its operations in the PRC, including, for example, planning permits, certificates for passing environmental assessments, certificates for passing fire control assessments. Generally, such approvals, licenses, permits, certificates or inspections are only issued, renewed or completed after certain conditions have been satisfied. AMC cannot assure that it will not encounter obstacles that delay it in obtaining or completing, or result in its failure to obtain or complete, the required approvals or inspections. In the event that AMC encounters significant delays in obtaining or renewing the necessary government approvals or fail to timely complete the inspection, AMC will not be able to continue its normal operations and its business, financial condition and results of operations may be adversely affected.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect AMC’s operations.

The Standing Committee of the National People’s Congress enacted the Labor Contract Law in 2008, and amended it on December 28, 2012. The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. In the event that AMC decides to terminate the labor relationships with some of its employees or otherwise change its employment or labor practices, the Labor Contract Law and its implementation rules may limit its ability to effect those changes in a desirable or cost-effective manner, which could adversely affect its business and results of operations.

InTable the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.Contents

~~If,~~Additional Regulations ~~however,~~under ~~shareholder~~PRC ~~approval~~Law ofRelating ~~the~~to ~~transaction~~Data isSecurity ~~required~~and byConfidentiality ~~law~~and orArchives ~~stock~~Management ~~exchange~~may ~~listing~~subject ~~requirements,~~us ~~or we decide~~ to ~~obtain~~additional ~~shareholder~~compliance requirements ~~approval~~in ~~for~~the ~~business or other legal reasons, we will:~~future.

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
	●	file proxy materials with the SEC.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the PRC (the “State Council”) jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. The Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.

IfOn February we24, ~~seek shareholder approval~~2023, ~~we will complete our initial business combination only if a majority of~~ the ~~outstanding~~CSRC ~~ordinary~~and ~~shares~~several ~~voted~~other ~~are~~administrations ~~voted~~jointly inreleased ~~favor of~~ the ~~initial~~revised ~~business~~Provisions ~~combination.~~on AStrengthening ~~quorum~~Confidentiality and ~~for~~Archiving ~~such~~Administration ~~meeting will consist~~ of ~~the~~Overseas ~~holders~~Securities ~~present~~Offering inand ~~person~~Listing or by ~~proxy~~Domestic ofCompanies, ~~outstanding~~or ~~share of~~ the ~~company~~Archives ~~representing~~Rules, awhich ~~majority~~came ofinto effect ~~the~~on ~~voting~~March ~~power~~31, of2023. ~~all~~The ~~outstanding~~Archives ~~shares~~Rules ofapply ~~the company entitled~~ to ~~vote~~both atoverseas ~~such~~direct ~~meeting.~~offerings ~~Our initial shareholders will count towards this quorum~~ and ~~have~~overseas ~~agreed~~indirect toofferings. ~~vote~~The ~~their~~Archives ~~founder~~Rules provides ~~shares~~that, ~~private~~among ~~shares~~other ~~and~~things, ~~any~~(i) ~~public shares purchased during or after this offering~~ in ~~favor~~relation ofto ~~our~~the ~~initial~~overseas ~~business~~listing ~~combination.~~activities ~~For purposes~~ of ~~seeking~~PRC ~~approval~~domestic ofenterprises, the ~~majority~~PRC ofdomestic ~~our~~enterprises are ~~outstanding~~required ~~ordinary~~to ~~shares~~strictly ~~voted,~~comply ~~non-votes~~with ~~will~~the ~~have~~relevant norequirements ~~effect~~ on ~~the~~confidentiality ~~approval~~and ofarchives ~~our~~management, ~~initial~~establish ~~business combination once~~ a ~~quorum~~sound isconfidentiality and ~~obtained.~~archives Assystem, aand ~~result,~~take innecessary ~~addition~~measures to ~~our~~discharge ~~initial~~their ~~shareholders’~~confidentiality ~~founder~~and ~~shares,~~archives wemanagement ~~would~~responsibilities; ~~need~~ (iii) ~~2,117,500~~if a orPRC ~~35.3%,~~domestic ofenterprise ~~the~~is ~~6,000,000~~required ~~public~~to ~~shares~~publicly ~~sold~~disclose ~~in this offering (~~or ~~1,811,048,~~provide orto ~~31.5%,~~any ofsecurities ~~the~~companies ~~6,900,000~~or ~~public~~other ~~shares~~securities ~~sold~~service inproviders or ~~this~~overseas ~~offering~~regulators ifor ~~the~~individuals, ~~underwriters’~~any ~~over-allotment~~materials ~~option~~that iscontain ~~exercised~~state insecrets ~~full)~~or togovernment bework ~~voted~~secrets in(where ~~favor~~there ofis anambiguity or ~~initial~~dispute ~~business~~on ~~combination~~whether init ~~order~~is tostate ~~have~~secret ~~our~~or ~~initial~~government ~~business~~work ~~combination~~secret, ~~approved~~a ~~(assuming~~request ~~all~~shall ~~outstanding~~be ~~shares~~submitted ~~are~~to ~~voted and~~ the ~~over-allotment~~competent ~~option~~government isauthority for ~~not exercised~~determination), orduring ~~(ii)~~the ~~113,750,~~course ~~or 1.9%~~ of ~~the~~its ~~6,000,000~~overseas ~~public shares sold in this~~ offering ~~and~~or ~~EBC~~listing, ~~founder~~the ~~shares~~PRC todomestic beenterprise ~~voted~~shall inapply ~~favor~~for ofapproval anfrom competent ~~initial~~authorities ~~business~~and ~~combination~~file inwith ~~order~~the tosecrecy ~~have~~administrative ~~our~~department ~~initial~~at ~~business combination approved (assuming that only~~ the ~~minimum~~same ~~number~~level; ~~of shares representing a quorum are voted~~ and ~~the over-allotment option is not exercised~~(iii). Weworking ~~intend~~papers toproduced ~~give~~in ~~approximately~~China by 30securities ~~days~~companies ~~(but~~and ~~not~~other ~~less~~securities ~~than~~service 10institutions, ~~days~~who ~~nor~~provide ~~more~~such ~~than~~PRC 60domestic ~~days)~~enterprises ~~prior~~with ~~written~~securities ~~notice~~services during oftheir ~~any~~overseas ~~such~~issuance ~~meeting,~~and ~~if required~~listing, atshould ~~which a vote shall~~ be ~~taken~~stored toin ~~approve~~the ~~our initial business combination. The quorum and voting thresholds~~PRC, and the ~~voting~~transmission ~~agreements~~ of ~~our~~any ~~initial~~such ~~shareholders,~~working ~~may~~papers ~~make it more likely that we will consummate our initial business combination. Each public shareholder may elect~~ to ~~redeem~~recipients outside ~~its~~China ~~public~~must ~~shares~~be ~~irrespective~~approved offollowing ~~whether it votes for or against~~ the ~~proposed~~applicable ~~transaction~~PRC regulations.

Any failure or perceived failure by PRC domestic companies to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business.

On December 28, 2021, the Cyberspace Administration of China, or the CAC and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the CAC in connection with the issuance of the Revised Review Measures, an official of the CAC indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. After the receipt of all required application materials, the authorities must determine, within ten business days thereafter, whether a cybersecurity review will be initiated, and issue a written notice to the relevant applicant of its determination. If a review is initiated and the authorities conclude after such review that the listing will affect national security, the listing of the relevant applicant will be prohibited. Given the recency of the issuance of the Revised Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to its interpretation and implementation.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to critical information infrastructure operators (the “CIIOs”) that intend to purchase Internet products and services, net platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

WeTable ~~may~~of require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public shareholders who elected to redeem their shares.Contents

~~Our~~Additionally, the ~~amended~~PRC ~~and~~Cybersecurity ~~restated~~Law ~~memorandum~~requires ~~and~~companies ~~articles~~to ofimplement ~~association~~certain ~~will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5~~organizational,~~000,001~~ ~~either~~technical ~~immediately prior to or upon consummation of our initial business combination~~ and ~~after~~administrative ~~payment~~measures ~~of underwriters’ fees~~ and ~~commissions~~other ~~(so~~necessary measures ~~that we are not subject~~ to ensure the ~~SEC’s~~security ~~“penny~~of ~~stock”~~their ~~rules)~~networks orand ~~any~~data ~~greater~~stored ~~net~~on ~~tangible~~their ~~asset or cash requirement which may be contained in the agreement relating to our initial business combination~~networks. ~~For example~~Specifically, the ~~proposed~~Cybersecurity ~~initial~~Law ~~business~~provides ~~combination~~that China ~~may~~adopts ~~require:~~a ~~(i)~~multi-level ~~cash~~protection ~~consideration~~scheme ~~to be paid to the target or its owners,~~ (ii“MLPS”), ~~cash~~under towhich benetwork ~~transferred~~operators toare ~~the~~required ~~target for working capital or other general corporate purposes or (iii) the retention of cash~~ to ~~satisfy~~perform ~~other conditions in accordance with the terms~~ obligations of ~~the~~security ~~proposed~~protection ~~initial business combination. In the event the aggregate cash consideration we would be required~~ to ~~pay~~ensure ~~for all ordinary shares~~ that ~~are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~network ofis ~~the~~free ~~proposed~~from ~~initial business combination exceed the aggregate amount of cash available to us~~interference, wedisruption ~~will not complete the initial business combination~~ or ~~redeem~~unauthorized ~~any shares~~access, and ~~all~~prevent ~~ordinary~~network ~~shares~~data from ~~submitted~~being ~~for~~disclosed, ~~redemption~~stolen ~~will~~or betampered. ~~returned~~Under to the ~~holders~~MLPS, ~~thereof.~~entities ~~Limitation~~operating oninformation ~~redemption~~systems ~~rights~~must ofhave ~~shareholders~~a ~~holding~~thorough ~~15%~~assessment ~~or more~~ of the risks ~~shares~~and ~~sold in this offering if we hold shareholder vote Notwithstanding~~ the ~~foregoing~~conditions ~~redemption rights, if we seek shareholder approval~~ of ~~our~~their ~~initial~~information ~~business combination~~ and wenetwork dosystems ~~not conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~determine tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the ~~Exchange~~level ~~Act), will be restricted from redeeming its shares with respect~~ to ~~more~~which ~~than an aggregate of 15% of~~ the ~~shares~~entity’s ~~sold~~information inand network ~~this~~systems ~~offering.~~belong-from ~~We believe~~ the ~~restriction~~lowest ~~described~~Level ~~above~~1 ~~will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders~~ to ~~use~~the ~~their~~highest ~~ability~~Level to5 ~~redeem~~pursuant ~~their shares as a means~~ to ~~force us or our management to purchase their shares at~~ a ~~significant~~series ~~premium~~of tonational ~~the~~standards ~~then-current market price or~~ on ~~other~~the ~~undesirable~~grading ~~terms.~~and ~~By limiting our shareholders’ ability to redeem to no more than 15%~~ implementation of the ~~shares~~classified ~~sold~~protection inof ~~this~~cybersecurity. ~~offering,~~The wegrading ~~believe~~result we will ~~limit~~determine the ~~ability~~set of asecurity ~~small~~protection ~~group~~obligations ofthat ~~shareholders~~entities must tocomply ~~unreasonably attempt to block our ability to complete our initial business combination, particularly in connection~~ with. anEntities ~~initial~~classified ~~business combination with a target that requires~~ as aLevel ~~closing~~2 ~~condition that we have a minimum net worth~~ or aabove ~~certain~~should ~~amount~~report ofthe ~~cash.~~grade ~~However, we would not be restricting our shareholders’ ability~~ to ~~vote all of their shares (including all shares held by those shareholders that hold more than 15% of~~ the ~~shares~~relevant ~~sold~~government inauthority ~~this offering)~~ for orexamination and ~~against our initial business combination~~approval.

On November 14, 2021, the CAC released the Regulations on Network Data Security Management (draft for public comments), which provide that if a data processor that processes personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Pending the finalization, adoption, enforcement and interpretation of these new measures and regulations, we cannot rule out the possibility that the measures and regulations may be enacted, interpreted or implemented in ways that will negatively affect us.

The PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress, or the SCNPC, on June 10, 2021 and took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals carrying out data activities. Further, the PRC Data Security Law introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

As of the date of this prospectus, AMC has not received any notice from any authorities identifying it as a critical information infrastructure operator or requiring it to go through cybersecurity review or network data security review by the CAC. AMC’s operations and listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that it is not (i) a network platform operator engaging in data processing activities that affect or may affect national security; (ii) a critical information infrastructure operator purchasing cyber products or services that affect or may affect national security; or (iii) a network platform operator with personal information data of more than one million users. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, AMC expects to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. AMC cannot guarantee, however, that it will not be subject to cybersecurity review and network data security review in the future. During such reviews, AMC may be required to suspend its operations or experience other disruptions to operations. Cybersecurity review and network data security review could also result in negative publicity with respect to AMC and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations.

~~Redemption~~Table ~~rights in connection with proposed amendments to our amended and restated memorandum and articles~~ of association Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated memorandum and articles of association will provide that any of its provisions (including without limitation, the provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein)) may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, subject to applicable provisions of the Cayman Islands law, or the Companies Act, or applicable stock exchange rules, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination or that would entitle holders to receive funds from the trust account. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (excluding the private shares and the EBC founder shares), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our initial shareholders have agreed, pursuant to a letter agreement with us (filed as an exhibit to the registration statement of which this prospectus forms a part), that they will not propose any amendment to our amended and restated memorandum and articles of association (i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial shareholders have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private shares and any public shares held by them in connection with the completion of our initial business combination and to waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.Contents

Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of AMC’s current corporate structure and operations.

Laws regulating foreign investment in PRC include Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment Law, effective from January 1, 2020, and the Regulation for Implementing the Foreign Investment Law of the People’s Republic of China, or the FIE Implementing Regulation, effective from January 1, 2020. The PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council. While AMC does not operate in an industry that is currently subject to foreign investment restrictions or prohibition in PRC, it is uncertain whether its industry will be named in an updated “negative list” to be issued in the future. If its industry is added to the “negative list” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in its industry, there could be a risk that AMC would be unable to do regular business with its suppliers in PRC. If any new laws and/or regulations on foreign investments in PRC are promulgated and implemented, such changes could have an impact on AMC’s current business and operations. In such event, despite its efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue its operations in PRC, AMC may experience material changes in its operations.

There are procedural requirements for foreign regulatory bodies to conduct investigations or inspections of AMC’s operations in China.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator can directly conduct investigations or evidence collection activities within the PRC. Pursuant to the Data Security Law, no organization or individual within the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC without the approval of the competent authorities of the PRC. Accordingly, without Chinese government approval, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators which could present legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China. Furthermore, as of the date of this prospectus, there have not been implementing rules or regulations regarding the application of Article 177, and, accordingly, it cannot be concluded as to how it will be interpreted, implemented or applied by relevant government authorities. As such, there are also uncertainties as to the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.

Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region, such as the United States, which could allow such authorities to conduct investigations or evidence discovery, there is no assurance that any such mechanism will be adopted or be effective. Accordingly, there is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect AMC’s operations will be honored. If the U.S. securities regulatory agencies are unable to conduct such investigations or evidence discovery processes, there exists a risk that such regulatory agencies may determine to suspend or de-register AMC’s registration with the SEC and may also delist AMC’s securities from trading markets within the United States.

Fluctuations in the value of the Renminbi may materially adversely affect your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in economic conditions in China and by China’s foreign exchange policies. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange rate system, and the Renminbi may appreciate or depreciate significantly against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar.

Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay EBC the fee payable pursuant to the Business Combination Marketing Agreement described under the heading “Underwriting,” to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt instruments, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other assets, companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination		Our amended and restated memorandum and articles of association provides that we will have only 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) to complete our initial business combination. If we are unable to complete our initial business combination within such time period, we 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 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 on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the 12-month time period (or 18-month time period, as applicable).

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Significant revaluation of the Renminbi may materially adversely affect investors’ investment. For example, to the extent that AMC needs to convert U.S. dollars received from its business activities or financing activities in the U.S. market into Renminbi for the operations such as paying for its purchase of parts and accessories from its suppliers or its employees in China, appreciation of the Renminbi against the U.S. dollar would decrease the Renminbi amount that AMC would have received from the conversion.

The hedging options available in China may not be sufficient to reduce AMC’s exposure to exchange rate fluctuations. As of the date of this prospectus, AMC has not entered into any material hedging transactions to reduce its exposure to foreign currency exchange risk. While AMC may enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited, and AMC may not be able to adequately hedge their exposure.

General risks applicable to AMC

Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with AMC or its directors, officers, employees or stockholders.

The Charter provides that, unless AMC consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall to the fullest extent permitted by law be the sole and exclusive forum for any AMC stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of AMC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to AMC or AMC’s stockholders, (iii) any action asserting a claim against AMC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Organizational Documents, or (iv) any action asserting a claim against AMC, its directors, officers or employees governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum clause will not apply to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Furthermore, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in shares of AMC’s capital stock shall be deemed to have notice of and consented to the forum provisions in the Charter. Notwithstanding the foregoing, investors cannot waive compliance with the U.S. federal securities laws and rules and regulations promulgated thereunder.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with AMC or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, AMC may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.

Since we operate on a global basis, our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large investment in a particular asset type, a large revenue stream associated with a particular customer or industry, or a large number of customers located in a particular geographic region. A discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations.

For example, in February 2022 Russia initiated military action against Ukraine. In response, the U.S. and certain other countries imposed sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, the movement of refugees, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. In addition, in October 2023, the war between Israel and Hamas began, which has resulted in significant military activities in the region and may further escalate regional instability. The situations remain uncertain, and while it is difficult to predict the full impact of any of the foregoing, the conflicts and actions taken in response to the conflicts could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

~~Our~~Table initial shareholders have waived their rights to liquidating distributions from the trust account with respect to any founder shares or private shares held by them if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus). However, if our initial shareholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.Contents

~~Limited~~Anti-takeover provisions ~~payments to insiders There will be no finder’s fees, reimbursements or cash payments made to our initial shareholders or their affiliates, for services rendered to us prior to or~~ in ~~connection with the completion of~~ our ~~initial~~organizational ~~business~~documents ~~combination~~could ~~although~~make wean ~~may~~acquisition consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our initial shareholders or their affiliates, none of ~~which~~AMC ~~will~~more ~~be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:~~difficult.

●The Organizational ~~Repayment~~Documents ofcontain anprovisions ~~aggregate~~that of up to $150,000 in loans made to us by our sponsor. ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. ● Repayment of non-interest bearing loans which may bedelay ~~made by our initial shareholders~~ or anprevent ~~affiliate~~a ofchange ~~our initial shareholders to finance transaction costs in connection with an intended initial business combination. Up to $150,000~~ of ~~such loans may be convertible into units~~control, ordiscourage ~~working~~bids ~~capital units,~~ at a ~~price~~premium ofover ~~$10.00 per unit at~~ the ~~option~~ price of the ~~lender.~~Common ~~The~~Stock, ~~working~~adversely ~~capital~~affect ~~units would be identical to~~ the ~~private~~price ~~units~~of ~~sold in~~ the ~~private~~Common ~~placement. Other than as described above~~Stock, noand ~~terms~~adversely ~~have~~affect ~~been~~the ~~determined~~voting ~~with~~and ~~respect~~other torights ~~such~~of ~~loans~~our ~~and~~stockholders. These noprovisions ~~written~~include: ~~agreements~~(i) ~~have~~advance ~~been~~notice ~~entered~~procedures ~~into~~for ~~with~~seeking ~~respect~~ to ~~any~~bring ~~such~~business ~~loans.~~before ●each ~~Payment~~annual tomeetings ~~TenX Global Capital LP~~ of ~~$10,000.00~~stockholders ~~per~~or for ~~month~~nominating candidates for ~~office space~~director, ~~secretarial~~(ii) ~~and~~permitting ~~administrative~~the ~~services.~~board ~~● Payment~~ to ~~TenX~~issue ~~Global~~additional ~~Capital~~shares LP of ~~$200,000.00~~common instock ~~cash~~ and ~~345,000~~to issue shares, ~~which~~of ~~TenX~~preferred stock ~~Global~~without ~~Capital~~the LPapproval ~~holds~~of ~~through~~stockholders, ~~our~~with ~~sponsor~~such rights, ~~for~~preferences ~~consulting~~ and ~~advisory~~privileges ~~services.~~as ~~These~~they ~~consulting~~may ~~and~~designate; ~~advisory~~(iii) ~~services~~dividing ~~include,~~the ~~but~~board into ~~are~~classes; ~~not~~(iv) ~~limited~~prohibiting ~~to,~~actions anby ~~advisory~~written ~~role~~consent inof ~~(i)~~stockholders ~~forming~~in orlieu ~~selecting~~of a ~~U.S.~~meeting; ~~capital~~and ~~markets team,~~ (iiv) ~~hiring~~prohibiting anstockholders ~~investment~~from calling ~~bank,~~a ~~accountants,~~special ~~PCAOB~~meeting. ~~compliant~~In ~~audit firm~~addition, ~~additional~~the ~~experienced~~board ~~members~~may ofadopt ~~management,~~a ~~and~~stockholder ~~other~~rights ~~service~~plan ~~providers,~~upon ~~and~~such ~~(iii)~~terms ~~assisting~~and ~~with~~conditions ~~press~~as ~~releases,~~it ~~market~~deems ~~data,~~expedient in ~~and~~the ~~investor~~interests ~~conferences~~of AMC.

~~Our~~The rights ~~audit~~of ~~committee~~holders ~~will~~of ~~review~~the onCommon aStock ~~quarterly~~may ~~basis~~be ~~all~~impaired ~~payments~~by ~~that~~the ~~were~~possible ~~made~~future toissuance ~~our~~of ~~initial~~preferred ~~shareholders or their affiliates~~stock.

The board has the right, without approval of the holders of the Common Stock, to issue preferred stock with voting, dividend, conversion, liquidation and other rights which could adversely affect the voting power and equity interest of the holders of the Common Stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change-of-control. The possible negative impact on takeover attempts could adversely affect the price of the Common Stock. Although there is no present intention to issue any additional preferred stock, AMC may issue preferred stock in the future without further approval of the holders of the Common Stock.

We will be a controlled company under Nasdaq rules.

Entities controlled by Sean Da own approximately 77.0% of the Common Stock. Accordingly, for the foreseeable future, Mr. Da will control AMC and its corporate affairs. As a result, Mr. Da, through such entities, will have the ability to determine all matters requiring approval by stockholders, including the election of directors, amendments of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. Similarly, he will have the ability to prevent the approval of any action submitted to the stockholders by other stockholders. If Mr. Da does not provide any requisite approval or consent allowing AMC to take any such action when requested, it will not be able to engage in the related activities and, as a result, its business and its operating results may be harmed.

Due to the ownership by Mr. Da of the Common Stock, AMC will be considered a “controlled company” under the Nasdaq rules. This will allow AMC to avoid complying with certain of the Nasdaq corporate governance rules, including the rules that require the company to have a board comprised of at least 50% independent directors, to have board nominations either selected, or recommended for the board’s selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors and to have officer compensation determined, or recommended to the board for determination, either by a compensation committee comprised solely of independent directors or by a majority of the independent directors. As of the date of this prospectus, AMC has not taken advantage of any of these exemptions. If AMC determines to rely on any certain of these exemptions from the corporate governance requirements of Nasdaq in the future, investors may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

~~Audit~~Table ~~Committee We will establish and maintain an audit committee, which will be composed entirely~~ of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the Board of Directors — Audit Committee.”Contents

Conflicts of Interest		Although we do not believe any conflict currently exists between us and our initial shareholders or their affiliates, our initial shareholders or their affiliates may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. None of our initial shareholders or their respective affiliates will have any obligation to present us with any opportunity for a potential initial business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or director of the Company. Our management team, in their capacities as employees or affiliates of our initial shareholders or in their other endeavors, may be required to present potential business combinations to future initial shareholders’ affiliates or third parties, before they present such opportunities to us.
		Our officers have agreed that they will not become an officer or director of any other special purpose acquisition company that publicly files a registration statement for its initial public offering unless and until we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus).
Indemnity		Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Accordingly, we believe it is unlikely that our sponsor will be able to satisfy any indemnification obligations that may arise. None of our officers or directors are required to indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

AMC is an emerging growth company within the meaning of the Securities Act, and if AMC takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies”, this could make AMC’s securities less attractive to investors and may make it more difficult to compare AMC’s performance with other public companies.

AMC is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. For as long as AMC continues to be an emerging growth company, AMC may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. AMC could be an emerging growth company for up to five years, although AMC could lose that status sooner if its revenues exceed $1.235 billion, if AMC issues more than $1 billion in non-convertible debt in a three-year period, or if it becomes a large accelerated filer, as defined under the Exchange Act. We cannot predict if investors will find AMC securities less attractive because the company relies on these exemptions. If some investors find AMC securities less attractive as a result, there may be a less active trading market for AMC securities, and the price of AMC securities may be more volatile.

It is not expected that AMC will pay dividends in the foreseeable future after the Business Combination.

It is expected that AMC will retain most, if not all, of its available funds and any future earnings to fund the development and growth of its business. As a result, it is not expected that AMC will pay any cash dividends in the foreseeable future.

The AMC Board has complete discretion as to whether to distribute dividends. Even if the AMC Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, AMC’s financial condition, contractual restrictions and other factors deemed relevant by the AMC Board.

AMC’s management team has limited experience managing a public company.

Most of the members of AMC’s management team have limited or no experience in managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws and regulations pertaining to public companies. AMC’s management team may not successfully or efficiently manage AMC’s transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from AMC’s senior management and may divert their attention away from the day-to-day management of its business, which could adversely affect AMC’s business, financial condition, and operating results.

AMC’s securities could be delisted, which could limit investors’ ability to make transactions in AMC’s securities and subject AMC to additional trading restrictions.

AMC’s Common Stock is listed on Nasdaq. If AMC fails in the future to meet the continued listing requirements and is subsequently delisted from such exchange, AMC could face significant material adverse consequences, including:

●

a limited availability of market quotations for its securities;

●

a limited amount of news and analyst coverage for AMC; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

AMC may be involved in legal or other proceedings arising out of their operations from time to time and may face reputational risks and significant liabilities as a result.

AMC may be involved from time to time in disputes with various parties involved in its operations, including but not limited to its suppliers, employees, logistics service providers. These disputes may lead to legal or other proceedings, including threatened proceedings, which may result in damages to its reputation, substantial costs and diversion of AMC’s resources and management’s attention.

In addition, AMC may encounter additional compliance issues in the course of operations, which may subject AMC to administrative proceedings and unfavorable results, and result in liabilities and delays relating to its production or product launch schedules. AMC cannot assure as to the outcome of such legal proceedings, and any negative outcome may materially and adversely affect its business, financial condition and results of operations.

~~Risk Factors~~Table ~~Summary~~of Contents

WeUSE ~~are~~OF a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” Since we may initiate an initial business combination with target company operating in China, you may be subject to additional risk factors. Please see “Summary – Risks Related to Our Possible Business Combination in China” for more information. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this prospectus.PROCEEDS

~~Such~~All ~~risks~~shares ~~include,~~of ~~but~~our ~~are~~Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not ~~limited~~receive any of the proceeds from these sales except that we will receive up to: an aggregate of $22,400,000 from the issuance of shares of Common Stock upon exercise of warrants held by the Selling Securityholders.

~~Risks~~Unless ~~Related~~we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to ~~our~~use ~~Search~~the net proceeds from the exercise of any warrants for, ~~Consummation~~general corporate purposes. Our management will have broad discretion over the use of, orproceeds ~~Inability~~from the exercise of the warrants. There is no assurance that the holders of the warrants will elect to ~~Consummate,~~exercise aany ~~Business~~or ~~Combination~~all of such warrants.

● Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. ● If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote their founder shares and private shares in favor of such initial business combination, regardless of how our public shareholders vote. ● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial business combination or optimize our capital structure. ● Our search for a business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets. ● The requirement that we complete our initial business combination within 12 months from the closing of our IPO (or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus) may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach our dissolution deadline. ● We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up. ● You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights potentially at a loss. ● If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.

●Table ~~Because~~ of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination and our rights will expire worthless. ● We may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise. ● Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines. ● Because we are not limited to a particular industry, sector, or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. ● Our ability to complete a business combination may be impacted by the fact that our sponsor’s major shareholder, Pengfei Zheng, is a non-U.S. person, and a majority of our officers and directors are located in, or have significant ties to, China. This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.Contents

~~Risks~~UNAUDITED ~~Related~~PRO toFORMA ~~Our~~CONDENSED ~~Securities~~COMBINED FINANCIAL INFORMATION

● We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination, which would dilute the interest of our shareholders and likely present other risks. ● The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.Introduction

~~Risks~~The ~~Related~~following tounaudited ~~Our~~pro ~~Management~~forma condensed combined balance sheet is presented as of September 30, 2025 and the pro forma condensed combined statement of operations is presented for the nine months ended September 30, 2025 and the year ended December 31, 2024.

●The following ~~Our~~unaudited ~~officers~~pro ~~and~~forma ~~directors~~condensed ~~may~~combined ~~allocate~~financial ~~their~~information ~~time~~of toAMC ~~other businesses~~ and ~~may~~AlphaVest, ~~become~~gives ~~officers~~effect orto ~~directors~~the ofBusiness ~~any~~Combination, the ~~other~~PIPE ~~special~~Financing, ~~purpose~~and ~~acquisition~~related ~~companies,~~transactions. ~~thereby~~The ~~causing~~unaudited ~~conflicts~~pro offorma ~~interest~~condensed incombined ~~their~~balance ~~determination~~sheet as toof ~~how~~September ~~much~~30, ~~time~~2025 togives pro ~~devote~~forma effect to ~~our~~the ~~affairs~~Business ~~and~~Combination ~~whether~~as toif ~~present~~it ~~potential~~was ~~target~~completed toon usSeptember ~~instead~~30, of2025. toThe ~~our~~unaudited ~~competitors.~~pro ~~This~~forma ~~conflict~~condensed combined statement of ~~interest~~operations ~~could~~for ~~have~~the anine ~~negative~~months ~~impact~~ended onSeptember ~~our~~30, ~~ability~~2025 togives ~~complete~~effect ~~our~~to ~~initial~~the ~~business~~Business ~~combination.~~Combination, ●the ~~Our~~PIPE ~~initial~~Financing, ~~shareholders~~ and related ~~their~~transactions ~~respective~~as ~~affiliates~~if ~~may~~they ~~have~~had ~~competitive~~occurred ~~pecuniary~~on ~~interests~~January ~~that~~1, ~~conflict~~2025, ~~with~~the ~~our~~beginning ~~interests.~~of ●the Weearliest ~~are~~period anpresented. ~~emerging~~The ~~growth~~unaudited ~~company~~pro ~~and~~forma condensed acombined ~~smaller~~statement ~~reporting~~of ~~company~~operations ~~within~~for the ~~meaning~~year ofended ~~the~~December ~~Securities Act~~31, ~~and~~2024 ifgives weeffect ~~take advantage of certain exemptions from disclosure requirements available~~ to ~~emerging~~the ~~growth~~Business ~~companies~~Combination, ~~and~~the ~~smaller~~PIPE ~~reporting companies~~Financing, and ~~this~~related ~~could~~transactions ~~make~~as ~~our~~if ~~securities~~they ~~less~~had ~~attractive~~occurred toon ~~investors~~January ~~and~~1, ~~may~~2024, ~~make~~the itbeginning ~~more~~of ~~difficult~~the toearliest ~~compare~~period ~~our performance with other public companies~~presented.

~~Post~~This ~~Business~~information ~~Combination~~should ~~Risks~~be read together with AMC’s and AlphaVest’s audited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this prospectus.

●The unaudited ~~Our~~pro ~~management~~forma ~~may~~condensed ~~not~~combined bebalance ~~able~~sheet toas ~~maintain control~~ of aSeptember ~~target business after our initial business combination. We cannot provide assurance that~~30, ~~upon~~2025 ~~loss~~has ofbeen ~~control~~prepared ofusing ~~a target business, new management will possess~~ the skills, qualifications, or abilities necessary to profitably operate such business. ● We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.following:

	●	AMC’s unaudited condensed consolidated balance sheet as of September 30, 2025, as included elsewhere in this prospectus; and

	●	AlphaVest’s unaudited consolidated balance sheet as of September 30, 2025.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 have been prepared using the following:

	●	AMC’s unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025, as included elsewhere in this prospectus;

	●	AlphaVest’s unaudited consolidated statements of operations for the nine months ended September 30, 2025;

	●	AMC’s audited consolidated statements of operations and comprehensive loss for the year ended December 31, 2024, as included elsewhere in this prospectus; and

	●	AlphaVest’s audited statements of operations for the year ended December 31, 2024

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Company going forward. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments are based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

~~Risks Related~~Table ~~to Acquiring and Operating a Business Outside~~ of ~~the United States~~Contents

~~● Because~~ Description of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted. ● Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition. See “Summary — Risks Related to Our Possible Business Combination in China” on page 8. ● We may face additional and distinctive risks if we acquire a business in certain industries, such as technology.Transactions

●On August ~~If we effect our initial business combination with a business located in the PRC~~16, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights. See “Summary – Enforcement of Civil Liabilities” on page 13; and “Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — If we effect a business combination with a company located outside of the United States2024, ~~the~~AlphaVest ~~laws~~entered applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights” on page 61. ● PRC regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws. See “Summary - Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China” on page 11; and see “Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — PRC regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries and Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws” on page 66. ● Certain existing or future U.S. laws and regulations may restrict or eliminate our ability to complete an initial business combination with certain companies, particularly those target companies in China. See “Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — U.S. laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act, may restrict or eliminate our ability to complete a business combination with certain companies” on page 66. ● If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. ● If we effect an initial business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights. ● Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly with little advance notice and could have a significant impact upon our ability to operate profitably in the PRC. See “Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly quick with little advance notice and could have a significant impact upon our ability to operate profitably in the PRC” on page 74. ● The Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities in ways that we cannot expect when we enter into ~~a definitive agreement with a target company with major operation in China which could result in a material change in our operations of~~ the combined company and/or the value of our securities, and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless. If the Chinese government establishes some new policies, regulations, rules, or laws affecting the industries that our post-combination entity is in, it may materially and adversely affect our operations and the value of our ordinary shares. See “Risk Factors— Risks Related to Acquiring and Operating a Business ~~Outside~~Combination ofAgreement the United States—The Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities in ways that we cannot expect when we enter into a definitive agreement with aAMC ~~target~~Washington ~~company with major operation in China, which could result in a material change in our operations of the combined company~~ and~~/or~~ ~~the~~Merger value of our securities, and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthlessSub. If the Chinese government establishes some new policies, regulations, rules, or laws affecting the industries that our post-combination entity is in, it may materially and adversely affect our operations and the value of our ordinary shares” on page 72. ● Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Additional compliance procedures and approvals may be required in connection with this offering and our initial business combination process, and, if required, we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. See “Summary - Potential Permission Required from the PRC Authorities for this Offering and a Business Combination” on page 11; and see “Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States— The Chinese government may intervene in or influence a PRC company’s business operations at any time or exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers. This could result in a material change in a PRC company’s business operations post business combination and/or the value of its securities. Additionally, governmental and regulatory interference could significantly limit or completely hinder a target company’s ability to offer or continue to offer securities to investors post business combination and cause the value of such securities to significantly decline or be worthless” on page 74. ● In light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, some internet and technology companies may not be willing to list on a U.S. exchange or enter into a definitive business combination agreement with us. Further, we may also have to avoid an initial business combination with a company with more than one million users’ personal information in China due to the limited timeline for us to complete a business combination. ● Governmental control of currency conversion may affect the value of your investment.

As of the Closing Date of the Business Combination, the AlphaVest Units separated into their component securities and the AlphaVest Shares and AlphaVest Rights converted into shares of Common Stock. Each AlphaVest Right that was outstanding immediately prior to the Merger converted into one-tenth of one share of Common Stock. As a result, the AlphaVest Units, AlphaVest Shares and AlphaVest Rights no longer trade.

On the Closing Date, the Company issued an aggregate of 18,000,000 shares of Common Stock to the former shareholders of AMC Washington in exchange for their equity interests.

The actual redemptions of AlphaVest Shares as of the Closing Date are as follows:

	●	an aggregate of 2,174,171 AlphaVest Shares were redeemed in connection with AlphaVest’s 2023 Extraordinary General Meeting;

	●	an aggregate of 3,151,473 AlphaVest Shares were redeemed in connection with AlphaVest’s 2024 Extraordinary General Meeting; and

	●	an aggregate of 848,354 AlphaVest Shares were redeemed in connection with AlphaVest’s 2025 Extraordinary General Meeting.

Accounting for the Transactions

The Transactions are accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AlphaVest is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on AMC Washington shareholders expecting to have a majority of the voting power of the combined company, AMC Washington comprising the ongoing operations of the combined entity, AMC Washington comprising a majority of the governing body of the combined company, and AMC Washington’s senior management comprising the senior management of the combined company.

Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of AMC Washington issuing shares for the net assets of AlphaVest, accompanied by a recapitalization. The net assets of AlphaVest will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of AMC Washington.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transaction.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 are based on the actual values as of the Closing Date. The differences that may occur between the presented value and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

~~Summary Financial~~Table ~~Data~~of Contents

~~The~~AMC ~~following~~Washington ~~table~~issued ~~summarizes~~three ~~the~~promissory ~~relevant~~notes ~~financial~~to ~~data~~AlphaVest, ~~for~~allowing ~~our~~AlphaVest ~~business~~to ~~and~~borrow ~~should~~up beto ~~read~~$1,411,000 ~~with~~to ~~our~~fund ~~financial~~expenses ~~statements,~~related ~~which~~to ~~are included~~the inextension ~~this~~of ~~prospectus.~~AlphaVest’s WeBusiness ~~have~~Combination ~~not~~period. ~~had~~Upon ~~any~~the ~~significant~~closing ~~operations~~of tothe ~~date~~Business Combination, soall ~~only~~promissory ~~balance~~note ~~sheet~~receivable balances ~~data~~recorded isby ~~presented~~AMC Washington have been eliminated against the corresponding promissory note payable balances of AlphaVest.

	September 30, 2022
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)	$	(332,903	)	$	674,751
Total assets	$	337,654		$	61,874,751
Total liabilities	$	(314,653	)	$	-
Value of ordinary shares subject to possible redemption	$	-		$	61,200,000
Shareholders’ equity	$	23,001		$	674,751

The pro forma combined financial information takes into account the actual redemptions of AlphaVest Shares that occurred as of the Closing Date of the Business Combination.

IfThe apro ~~business~~forma ~~combination~~Common isStock ~~not~~issued ~~completed~~and ~~within~~outstanding 12immediately ~~months~~after ~~from~~ the ~~closing~~Merger ofare ~~this offering (or up to 18 months, if we extend the time to complete a business combination~~ as described in this prospectus), the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period.below:

	Actual Redemptions
AlphaVest Public Shareholders ⁽¹⁾		1,416,002
AlphaVest Initial Shareholders ⁽²⁾		2,323,549
AMC Washington Shareholders		18,000,000
Shares underlying AlphaVest sponsor’s convertible notes ⁽³⁾		55,833
Financing Shares ⁽⁴⁾		800,000
Total shares outstanding (incl. shares underlying AlphaVest Rights)		22,595,384

	(1)	Includes an aggregate of 690,000 shares of Common Stock issued upon conversion of the outstanding AlphaVest Rights upon consummation of the Business Combination and 46,585 shares of Common Stock issued upon conversion of AlphaVest shares that were not redeemed by AlphaVest public shareholders.
	(2)	Includes an aggregate of 43,049 shares of Common Stock issued upon conversion of AlphaVest Private Rights upon consummation of the Business Combination, and 2,280,500 shares of Common Stock issued upon conversion of non-redeemable shares originally issued to AlphaVest’s sponsor and underwriter
	(3)	Reflects the issuance of shares of Common Stock at the Closing pursuant to AlphaVest’s sponsor and its affiliate’s promissory notes. Sponsor and its affiliate agree to convert the unpaid principal balance of the notes into a number of AlphaVest Shares at conversion price of $10.00 per share
	(4)	Represents the $8 million PIPE Financing in connection with the Business Combination

~~RISK FACTORS~~Table of Contents

AnUNAUDITED ~~investment~~PRO inFORMA ~~our~~CONDENSED ~~securities~~COMBINED ~~involves~~BALANCE a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.SHEET

~~Risks~~AS ~~Related~~OF toSEPTEMBER ~~our Search for~~30, ~~Consummation of, or Inability to Consummate, a Business Combination~~2025

We are a newly incorporated company formed as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
ASSETS
Current Assets
Cash and cash equivalents	$	3,713		$	3,015,102		$	18,929,689	(a)	$	4,022,756
								(1,842,456	)(b)
								(6,681,818	)(c)
								(3,104,165	)(d)
								(10,297,309	)(e)
								4,000,000	(g)
Accounts receivable		-			10,690			-			10,690
Accounts receivable - related party		-			958,971			-			958,971
Inventories, net		-			1,303,389			-			1,303,389
Prepaid expenses		22,175			93,750			-			115,925
Other receivable		-			77,697			(70,000	)(h)		7,705
								8	(f)
Other receivable - related party, net		-			262,091			-			262,091
Prepayment		-			17,164			5,984,550	(c)		6,001,714
Prepayment - related party		-			45,000			-			45,000
Advance to suppliers		-			31,469			-			31,469
Deferred offering cost		-			540,204			(540,204	)(b)		-
Promissory note receivable		-			1,272,419			(1,272,419	)(f)		-
Total Current Assets		25,888			7,627,946			5,105,876			12,759,710

Marketable securities held in trust account		18,929,689			-			(18,929,689	)(a)		-
Prepayment - related party		-			36,844			-			36,844
Right-of-use asset		-			113,901			-			113,901
Total Assets	$	18,955,577		$	7,778,691		$	(13,823,813	)	$	12,910,455

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable		-			913			-			913
Accrued and other liabilities		903,092			469,962			31,770	(b)		1,083,627
								425,000	(b)
								(746,197	)(d)
Other payable		70,000						(70,000	)(h)		-
Tax payable		-			6,620			-			6,620
Accrued underwriting discount		2,415,000			-			(2,415,000	)(d)		-
Other payable - related party		45,968			8,533			(45,968	)(d)		8,533
Short term bank loan		-			-			-			-
Promissory notes – related party		558,326			-			(558,326	)(f)		-
Promissory notes – third party		1,272,411						(1,272,411	)(f)		-
Warranty liabilities - current portion		-			81,625			-			81,625
Lease liability - current portion		-			56,588			-			56,588
PIPE financing fund received in advance		-			4,000,000			(4,000,000	)(g)		-
Total Current Liabilities		5,264,797			4,624,241			(8,651,132	)		1,237,906

Warranty liabilities - noncurrent		-			19,818			-			19,818
Lease liability - noncurrent		-			67,379			-			67,379
Total Liabilities	$	5,264,797		$	4,711,438		$	(8,651,132	)	$	1,325,103

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)		18,929,689			-			(18,929,689	)(e)		-

SHAREHOLDER’S EQUITY/(DEFICITS)
Ordinary shares, $0.0001 par value;		228			-			1,800	(i)		2,260
								73	(i)
								6	(f)
								73	(e)
								80	(g)
Ordinary shares, $0.01 par value, 10,000,000 shares authorized, 8,228,571 shares issued and outstanding as of September 30, 2025 and 8,000,000 December 31, 2024		-			82,286			(82,286	)(i)		-
Additional paid-in capital		-			5,062,413			(965,204	)(b)		13,660,537
								8,632,307	(e)
								558,320	(f)
								7,999,920	(g)
								(5,239,137	)(i)
		-			-			(2,468,495	)(i)
								82,286	(i)
								(1,800	)(i)
								(73	)(i)
Accumulated deficits		(5,239,137	)		(2,071,448	)		(1,842,456	)(b)		(2,071,447	)
								(31,770	)(b)
								(697,268	)(c)
								103,000	(d)
								5,239,137	(i)
								2,468,495	(i)
Accumulated other comprehensive loss					(5,998	)		-			(5,998	)
Total Shareholders’ Equity/(Deficits)	$	(5,238,909	)	$	3,067,253		$	13,757,008		$	11,585,352

Total Liabilities and Shareholders’ Deficits	$	18,955,577		$	7,778,691		$	(13,823,813	)	$	12,910,455

WeA. ~~are~~Derived afrom ~~newly~~the ~~incorporated~~unaudited ~~Cayman~~consolidated ~~Islands~~balance ~~exempted~~sheets ~~company~~of ~~with~~AlphaVest noas operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of ~~completing~~September ~~our initial business combination with one or more target businesses. We have no plans~~30, ~~arrangements~~ ~~or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination~~2025. ~~If we fail to complete our business combination, we will never generate any operating revenues.~~

~~Our~~B. ~~independent~~Derived ~~registered~~from ~~public~~the ~~accounting~~unaudited ~~firm’s~~consolidated ~~report~~balance ~~contains~~sheets anof ~~explanatory~~AMC ~~paragraph~~Washington ~~that expresses substantial doubt about our ability to continue~~ as aof ~~“going~~September ~~concern~~30, 2025.”

As of September 30, 2022, we had a working capital deficiency of $332,903. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other legal reasons. Except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the business combination we complete. Please see the section of this prospectus entitled “Proposed Business — Shareholders May Not Have the Ability to Approve our Initial Business Combination” for additional information.

If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed to vote their founder shares and private shares, as well as any public shares purchased during or after this offering, in favor of our initial business combination.

~~As a~~Table ~~result, in addition to our initial shareholders’ founder shares, we would need 2,117,500 or 35.3%,~~ of the 6,000,000 public shares sold in this offering (or 1,811,048, or 31.5%, of the 6,900,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted, the EBC founder shares are voted in favor of a business combination and the over-allotment option is not exercised) or (ii) 113,750, or 1.9% of the 6,000,000 public shares sold in this offering and EBC founder shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming that only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised). Our founder shares and private shares will represent 23.3% of our outstanding ordinary shares immediately following the completion of this offering, assuming no exercise of over-allotment option. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders agreed to vote their founder shares and private shares in accordance with the majority of the votes cast by our public shareholders.Contents

~~Your~~Unaudited ~~only~~Pro ~~opportunity~~Forma toCondensed ~~affect~~Combined ~~the~~Balance ~~investment~~Sheet decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.Adjustments

AtThe ~~the~~pro ~~time~~forma ofadjustment ~~your investment in us, you will not be provided with an opportunity~~ to ~~evaluate~~ the ~~specific~~unaudited ~~merits~~condensed orcombined ~~risks~~pro offorma ~~one~~balance orsheet ~~more target~~consists ~~businesses. Since our board~~ of ~~directors may complete a business combination without seeking shareholder approval, public shareholders may not have~~ the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.following:

~~The~~a. ~~ability~~Represents ofthe ~~our~~transfer ~~public~~of ~~shareholders to redeem their shares for~~ cash ~~may~~and ~~make~~investment ~~our~~held ~~financial~~in ~~condition~~trust ~~unattractive~~account to ~~potential business combination targets, which may make it difficult for us to enter into a business combination with a target.~~cash

Web. ~~may~~Reflects ~~seek~~AlphaVest’s tounrecorded ~~enter into a business combination~~ transaction ~~agreement~~expenses ~~with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount~~ of ~~cash. If too many public shareholders exercise their redemption rights~~$1, ~~we would not be able to meet such closing condition and~~874,226 asrelated ~~a result, would not be able~~ to ~~proceed with~~ the ~~business~~Business ~~combination. Furthermore~~Combination, ~~we will~~of ~~only~~which ~~redeem our public shares so long as (after such redemption) our net tangible assets will be at least~~ $51,~~000~~842,~~001~~456 ~~either immediately~~was ~~prior~~paid tobefore ~~or upon consummation of our initial business combination~~ and ~~after~~on ~~payment~~the ofClosing ~~underwriters’~~Date ~~fees~~ and ~~commissions~~$31,770 ~~(so~~remained ~~that we~~unpaid ~~are~~as ~~not~~of ~~subject to~~ the ~~SEC’s~~Closing ~~“penny~~Date ~~stock”~~and ~~rules)~~was ortherefore ~~any~~added ~~greater net tangible asset or cash requirement which may be contained in the agreement relating~~ to ~~our~~accrued ~~initial business combination~~expenses. ~~Consequently, if accepting all properly submitted redemption~~In ~~requests would cause our net tangible assets to be less than $5~~addition,~~000,001~~ ~~either~~the ~~immediately~~adjustments ~~prior~~include tothe orelimination ~~upon completion~~ of ~~our initial~~AMC ~~business~~Washington’s ~~combination~~recorded ~~or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with such redemption~~ and ~~the~~unrecorded ~~related~~deferred ~~business~~offering ~~combination~~costs ~~and may instead search for an alternate business combination. Prospective targets~~of ~~will~~$540,204 ~~be aware of these risks~~ and, ~~thus~~$425,000, ~~may be reluctant to enter into a business combination transaction with us~~respectively.

The ~~ability~~Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP ASC 805. Under this method of accounting, ~~our~~AMC ~~public~~Washington ~~shareholders~~is accounting acquirer, and as a result, qualifying transaction costs incurred by AMC Washington are treated as deferred offering costs and any balance below the net proceeds from this reverse recapitalization will be charged directly to ~~exercise~~equity. This ~~redemption~~recording ~~rights~~complies with ~~respect~~the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of legal and other professional expenses incurred through the balance sheet date that are directly related to athe ~~large~~Business ~~number~~Combination and that were charged to shareholders’ equity upon the completion of ~~our~~the ~~shares~~Business ~~may~~Combination ~~not~~with ~~allow~~any usbalance below the net proceeds from this Business Combination. Therefore, the transaction costs of $965,204 incurred by AMC Washington are recognized as deferred offering costs. These costs were deducted against additional paid-in capital upon completion of the Business Combination. In contrast, the unrecorded transaction costs of $1,874,226 incurred by AlphaVest were adjusted to ~~complete~~the expenses on the statements of operations and accumulated deficit on the ~~most~~balance ~~desirable~~sheet, ~~business~~then ~~combination~~reclassified orfrom ~~optimize~~accumulated ~~our~~deficit to additional paid-in capital, ~~structure~~as all of AlphaVest’s accumulated deficit has been reclassified to additional paid-in capital upon completion of the Business Combination.

Atc. ~~the~~Represents ~~time~~AlphaVest’s weprepayment ~~enter~~to ~~into~~ an ~~agreement~~investment ~~for~~firm ~~our~~(“Harraden”) ~~initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need~~ to ~~structure~~purchase ~~the transaction based on our expectations as to the number of~~ shares ~~that~~(“Recycled ~~will~~Shares”) from beAlphaVest’s ~~submitted for~~public ~~redemption~~shareholders. IfIn ~~our~~accordance ~~business~~with ~~combination agreement requires us to use a portion of~~ the ~~cash~~Forward inPurchase ~~the~~Agreement ~~trust~~(“FPA”) ~~account~~entered tointo ~~pay~~on ~~the purchase~~September ~~price~~24, ~~or requires us to have a minimum amount of cash at closing~~2025, weHarraden will ~~need~~return to90% ~~reserve a portion~~ of the ~~cash~~purchased inRecycled ~~the~~Shares ~~trust~~one ~~account to~~year ~~meet such requirements~~later, oreither ~~arrange~~in ~~for~~the ~~third-party~~form ~~financing. In addition, if a larger number~~ of shares ~~are~~or ~~submitted~~cash, ~~for~~depending ~~redemption~~on ~~than~~whether weHarraden ~~initially~~has ~~expected,~~sold ~~we may need to restructure~~ the ~~transaction~~Recycled toShares ~~reserve a greater portion of the cash~~ in the ~~trust account or arrange for third-party financing~~market. ~~Raising~~In ~~additional~~October, ~~third-party~~2025, ~~financing~~Harraden ~~may~~purchased ~~involve~~550,000 ~~dilutive~~Recycled ~~equity~~Shares ~~issuances~~at ora ~~the incurrence~~price of ~~indebtedness~~$12.27 atper ~~higher than desirable levels~~share. ~~The~~As ~~above~~such, ~~considerations~~90% ~~may~~of ~~limit~~the ~~our~~total ~~ability~~value toof ~~complete~~ the ~~most~~purchased ~~desirable~~Recycled ~~business combination~~Shares ~~available~~is torecognized usas ora ~~optimize~~prepayment ~~our~~totaling ~~capital structure~~$5,984,550.

~~The ability~~Table of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your share.Contents

IfThe ~~our~~remaining ~~business~~10% ~~combination agreement requires us to use a portion~~ of the ~~cash~~Recycled inShares ~~the~~represent ~~trust~~Committed ~~account~~Shares toand ~~pay~~will ~~the~~be ~~purchase~~retained ~~price~~by orHarraden ~~requires us~~as tocompensation. ~~have~~Of athe ~~minimum~~total ~~amount of~~ $6,681,818 cash atpayment, ~~closing~~$4,817 ~~the~~relates ~~probability~~to ~~that~~legal ~~our~~fees ~~initial~~and ~~business~~$27,500 ~~combination~~relates ~~would~~to becommission ~~unsuccessful is increased. If our initial business combination is unsuccessful~~expenses, ~~you~~both ~~would not receive your pro rata portion~~ of ~~the~~which ~~trust~~were ~~account~~reimbursed ~~until~~by weAlphaVest ~~liquidate~~to ~~the trust account~~Harraden. IfThe ~~you~~value ~~are in need~~ of ~~immediate liquidity, you could attempt to sell your share in~~ the ~~open~~Committed ~~market; however~~Shares, attogether ~~such time~~with ~~our~~these ~~share~~reimbursed ~~may~~transaction ~~trade~~costs, atis arecognized ~~discount~~as tofinancing ~~the~~expenses ~~pro rata amount per share in the trust account. In either situation~~totaling $697,268, ~~you~~which ~~may~~first ~~suffer~~adjusted ato ~~material loss~~accumulated ondeficits ~~your~~and ~~investment~~reclassed ~~or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able~~ to ~~sell~~ ~~your~~additional ~~share~~ paid-in ~~the open market~~capital.

~~Our~~d. ~~search~~Reflects payments for aAlphaVest’s ~~business~~payables ~~combination,~~ and ~~any~~accrued ~~target~~expenses ~~business~~before ~~with~~and ~~which~~on wethe ~~ultimately~~Closing ~~consummate~~Date. As a ~~business~~result ~~combination,~~of ~~may~~negotiations ~~be materially~~prior ~~adversely~~to ~~affected~~the byClosing, the ~~coronavirus~~accrued ~~(COVID-19)~~underwriting ~~pandemic~~expense ~~and~~was ~~the~~reduced ~~status~~by of$100,000 ~~debt~~ and ~~equity~~accrued ~~markets,~~liabilities aswere ~~well~~reduced asby ~~protectionist~~$3,000. Accordingly, ~~legislation~~AlphaVest’s inaccumulated ~~our~~deficit ~~target~~was ~~markets~~reduced by $103,000.

~~The~~e. ~~COVID-19~~Represents ~~pandemic has adversely affected, and may continue to adversely affect,~~ the ~~economies~~actual ~~and~~redemptions ~~financial markets worldwide, and the business~~ of ~~any potential target business with which we may consummate a business combination could be materially and adversely affected. Furthermore~~848,354 weAlphaVest ~~may~~Shares be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for ~~entities~~cash ~~outside~~by ~~such~~AlphaVest ~~countries~~public ~~or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital~~shareholders. The ~~extent~~adjustment toreduced ~~which COVID-19~~investments ~~impacts~~held ~~our~~in search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the ~~severity~~trust ofaccount ~~COVID-19~~by ~~and the actions to contain COVID-19 or treat its impact~~$10, ~~among others~~297,309. IfThe ~~the~~remaining ~~disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time~~726,002 ~~and~~AlphaVest ~~result~~Shares inthat ~~protectionist~~were ~~sentiments~~not ~~and~~redeemed ~~legislation~~were inconverted ~~our~~into ~~target~~Common ~~markets, our ability to consummate a business combination,~~Stock oron the ~~operations~~Closing ofDate, ~~a target business~~ with ~~which~~an weaggregate ~~ultimately~~value ~~consummate~~of ~~a business combination~~$8, ~~may be materially adversely affected. In addition~~632, ~~our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events~~380.

Asf. Reflects the ~~number~~issuance of ~~special~~Common ~~purpose~~Stock ~~acquisition~~at ~~companies~~the ~~evaluating~~Closing ~~targets~~to ~~increases,~~settle ~~attractive~~the ~~targets~~promissory ~~may~~notes ~~become~~held ~~scarcer~~by AlphaVest’s sponsor and ~~there~~its ~~may~~affiliate. AlphaVest had issued two unsecured promissory notes to related parties, each of which included a conversion feature allowing the unpaid principal balance to be ~~more~~converted ~~competition~~into ~~for~~AlphaVest ~~attractive~~Shares ~~targets~~at a conversion price of $10.00 ~~This~~per ~~could~~share ~~increase~~(“Conversion Price”). These two promissory notes were both payable promptly following the ~~cost~~consummation of ~~our~~the ~~initial~~Business ~~business~~Combination. ~~combination~~The Sponsor and ~~could~~its ~~even~~affiliate agreed ~~result~~to inconvert the unpaid principal balances of their respective notes into shares at the Conversion Price. Accordingly, the unpaid ~~our~~balances ~~inability~~of toall ~~find~~the apromissory ~~target~~notes orheld toby ~~consummate~~the anSponsor ~~initial~~and ~~business~~its ~~combination~~affiliate were converted into 55,833 shares of Common Stock.

InAlphaVest ~~recent~~also ~~years~~issued ~~and~~three ~~especially~~unsecured ~~since~~promissory ~~the~~notes ~~fourth~~to ~~quarter~~AMC ofWashington ~~2020,~~totaling the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination$1, ~~and there are still many special purpose acquisition companies seeking targets for their initial business combination~~272, as419, ~~well~~which aswas ~~many~~eliminated ~~such companies currently~~ in ~~registration.~~the Aspro aforma ~~result,~~condensed ~~at times, fewer attractive targets may be available, and it may~~combined ~~require~~balance ~~more~~sheet ~~time,~~as ~~more~~intercompany ~~effort and more resources to identify a suitable target and to consummate an initial business combination~~transactions.

Ing. ~~addition,~~Reflects ~~because~~the ~~there~~issuance ~~are~~of ~~more~~800,000 ~~special~~shares ~~purpose~~of ~~acquisition~~Common ~~companies~~Stock ~~seeking~~and to2,240,000 ~~enter~~warrant ~~into~~shares anto ~~initial~~investors, ~~business~~in ~~combination~~the ~~with~~PIPE ~~available targets~~Financing, ~~the competition~~ for ~~available~~total ~~targets~~consideration of ~~with~~$8 ~~attractive~~million ~~fundamentals~~upon orthe ~~business~~closing ~~models~~of ~~may~~the ~~increase,~~Business ~~which could cause targets companies to demand improved financial terms~~Combination. ~~Attractive~~Of ~~deals~~the ~~could~~$8 ~~also~~million ~~become~~proceeds, ~~scarcer~~$4 ~~for~~million ~~other~~had ~~reasons,~~been ~~such~~received asin ~~economic~~advance orby ~~industry~~AMC ~~sector~~Washington ~~downturns,~~and ~~geopolitical~~recorded ~~tensions,~~as ora ~~increases~~liability in ~~the~~“PIPE ~~cost~~financing offunds ~~additional~~received ~~capital~~in ~~needed~~advance,” towhich ~~close~~was ~~business~~eliminated ~~combinations~~on orthe ~~operate~~Closing ~~targets~~Date ~~post-business~~upon ~~combination. This could increase~~ the ~~cost~~issuance of, ~~delay~~the orsubscribed ~~otherwise~~shares ~~complicate~~of orCommon frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogetherStock.

h. Represents the settlement of the $70,000 fairness opinion fee that AMC Washington paid on behalf of AlphaVest. Since AMC Washington recorded other receivable and AlphaVest recorded other payable for the amount of $70,000, this balance was eliminated upon completion of the Business Combination.

i. Reflects the recapitalization of AMC Washington through the issuance of shares of Common Stock, including shares issued upon the conversion of AlphaVest Rights and shares issued to the former AMC Washington shareholders for the Merger consideration. The recapitalization also includes the elimination of AlphaVest’s historical accumulated deficit and AMC Washington’s common stock. The recapitalization results in adjustments to additional paid-in capital and common stock.

Specifically, the recapitalization includes:

	●	Elimination of AlphaVest’s historical accumulated deficit of $5,239,137
	●	Elimination of adjustments to accumulated deficit for AlphaVest’s unrecorded transaction costs of $1,874,226, Forward Purchase Agreement financing expense of $697,268, and the reversal of accrued expenses of $103,000, which in total amounted to $2,468,495.
	●	Elimination of AMC Washington common stock valued at $82,286 with a par value of $0.01
	●	Conversion of 18,000,000 shares of Common Stock issued for the merger consideration of $180,000,000, par value of $0.0001 per share
	●	Issuance of 690,000 and 43,049 AlphaVest Shares to AlphaVest’s public shareholders and initial shareholders (AlphaVest’s sponsor and underwriter), respectively, upon the conversion of their AlphaVest Rights on the Closing Date.

~~Changes in~~Table ~~the~~of ~~market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.~~Contents

InUNAUDITED ~~recent~~PRO ~~years,~~FORMA ~~the~~CONDENSED ~~market~~COMBINED ~~for~~STATEMENT ~~directors~~OF and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.OPERATIONS

~~The~~FOR ~~increased~~THE ~~cost~~NINE ~~and~~MONTHS ~~decreased~~ENDED ~~availability~~SEPTEMBER of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company30, the post-business combination entity will likely need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.2025

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
Revenues	$	-		$	4,687,830		$	-		$	4,687,830
Cost of revenues		-			(2,879,816	)		-			(2,879,816	)
Gross profit		-			1,808,014			-			1,808,014

OPERATING EXPENSES
General and administrative expenses		3,163,276			1,931,788			-			5,095,064
Sales and marketing expenses		-			651,841			-			651,841
Research and development expenses		-			23,832			-			23,832
Total operating expenses		3,163,276			2,607,461			-			5,770,737

INCOME/(LOSS) FROM OPERATIONS		(3,163,276	)		(799,447	)		-			(3,962,723	)

OTHER INCOME (EXPENSES)
Other income - related party		-			1,217,586			-			1,217,586
Other income/(expense), net		-			13,552			-			13,552
Interest income		543,990			501			(543,990	)(c)		501
Interest expense		-			(24,551	)		-			(24,551	)
Total other income		543,990			1,207,088			(543,990	)		1,207,088
INCOME/(LOSS) BEFORE INCOME TAX		(2,619,286	)		407,641			(543,990	)		(2,755,635	)
Income tax		-			(8,501	)		-			(8,501	)
NET INCOME /(LOSS)		(2,619,286	)		399,140			(543,990	)		(2,764,136	)
Other comprehensive loss		-			(272	)		-			(272.00	)
TOTAL COMPREHENSIVE INCOME/(LOSS)	$	(2,619,286	)	$	398,868		$	(543,990	)	$	(2,764,408	)
Weighted average common stock outstanding, common stock subject to possible redemption		1,574,356
Basic and diluted net income per share, common stock subject to redemption	$	0.33
Weighted average common stock outstanding, common stock, non-redeemable		2,280,500
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.92	)

Basic and diluted weighted average common stock outstanding					8,082,051
Basic and diluted net loss per share, common stock				$	0.05

Basic and diluted pro forma weighted average shares outstanding								18,740,528	(d)		22,595,384
Basic and diluted pro forma net loss per share										$	(0.12	)

~~Our~~A. ~~sponsor~~Derived ~~has~~from ~~the~~AlphaVest’s ~~right~~unaudited toconsolidated ~~extend~~statements ~~the~~of ~~term~~operations wefor ~~have~~the tonine ~~consummate our initial business combination up to 18~~ months ~~from~~ended ~~the~~September ~~closing~~30, ~~of this offering without providing our shareholders with a corresponding redemption right~~2025.

~~We will have up to 12 months from the closing of this offering to consummate an initial business combination~~B. ~~However, if we anticipate~~ ~~that~~Derived we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our Board of Directors, if requested by our sponsor, extend the period of time we will have to consummate an initial business combination up to two times, each by an additional three months (for a total of up to 18 months from ~~the~~AMC ~~closing~~Washington’s ofunaudited ~~this~~condensed ~~offering),~~consolidated ~~provided~~statements ~~that, pursuant to the terms~~ of ~~our~~operations amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the ~~time~~nine ~~available~~months ~~for~~ended usSeptember ~~to consummate our initial business combination to be extended~~30, ~~our sponsor or their affiliates or designees, upon five days’ advance notice prior to the applicable~~ ~~deadline, must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full (or $0~~2025.~~10 per share) for each extension, on or prior to the date of the applicable deadline. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension.~~

In the event that our sponsor elects to extend the time to complete a business combination, pay the additional amounts per each extension, and deposit the applicable amount of money into trust, our sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit and payment that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. In the event that we receive notice from our sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the rights and private units will expire and be worthless.

~~The requirement~~Table ~~that~~of we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.Contents

~~Any~~UNAUDITED ~~potential~~PRO ~~target~~FORMA ~~business~~CONDENSED ~~with~~COMBINED ~~which~~STATEMENT weOF enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, within 18 months from the closing of this offering (as further described in this prospectus). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.OPERATIONS

WeFOR ~~may~~THE ~~not~~YEAR beENDED ~~able~~DECEMBER ~~to complete our initial business combination within the prescribed time frame~~31, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.2024

Our amended and restated memorandum and articles of association provides that we must complete our initial business combination within 12 months from the closing of this offering, or we may, but are not obligated to, extend the period of time to consummate our business combination up to two times by an additional three months each time, for a total of up to 18 months (as further described in this prospectus). We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we 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 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 on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.20 per share or less in certain circumstances, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors in this section.

							Actual Redemptions
	(A)			(B)			Pro Forma			Pro Forma Combined
	AlphaVest			AMC			Adjustments			Balance
Revenues	$	-		$	10,200,957		$	-		$	10,200,957
Cost of revenues		-			(9,544,977	)		-			(9,544,977	)
Gross profit		-			655,980			-			655,980

OPERATING EXPENSES
General and administrative expenses		870,821			2,190,635			1,874,226	(a)		5,632,950
								697,268	(b)
Reversal for credit losses		-			(1,262,146	)		-			(1,262,146	)
Sales and marketing expenses		-			2,026,051			-			2,026,051
Research and development expenses		-			255,414			-			255,414
Total operating expenses		870,821			3,209,954			2,571,494			6,652,269

INCOME/(LOSS) FROM OPERATIONS		(870,821	)		(2,553,974	)		(2,571,494	)		(5,996,289	)

OTHER INCOME (EXPENSES)
Other income - related party		-			1,779,528			-			1,779,528
Other income/(expense), net		-			31,577			-			31,577
Interest income		2,674,096			675			(2,674,089	)(c)		682
Interest expense - related party		-			(18,999	)		-			(18,999	)
Interest expense		-			(7,943	)		-			(7,943	)
Unrealized loss on investments held in trust account		(92,316	)		-			92,316	(c)		-
Total other income		2,581,780			1,784,838			(2,581,773	)		1,784,845
INCOME/(LOSS) BEFORE INCOME TAX		1,710,959			(769,136	)		(5,153,267	)		(4,211,444	)
Income tax		-			(7,824	)		-			(7,824	)
NET INCOME /(LOSS)		1,710,959			(776,960	)		(5,153,267	)		(4,219,268	)
Other comprehensive loss		-			273			-			273
TOTAL COMPREHENSIVE INCOME/(LOSS)	$	1,710,959		$	(776,687	)	$	(5,153,267	)	$	(4,218,995	)
Weighted average common stock outstanding, common stock subject to possible redemption		4,622,502
Basic and diluted net income per share, common stock subject to redemption	$	0.47
Weighted average common stock outstanding, common stock, non-redeemable		2,280,500
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.21	)

Basic and diluted weighted average common stock outstanding					8,000,000
Basic and diluted net loss per share, common stock				$	(0.10	)

Basic and diluted pro forma weighted average shares outstanding								15,692,382	(d)		22,595,384
Basic and diluted pro forma net loss per share										$	(0.19	)

A. Derived from AlphaVest’s audited statements of operations for the year ended December 31, 2024.

B. Derived from AMC Washington’s audited consolidated statements of operations for the year ended December 31, 2024.

~~If we~~Table ~~seek shareholder approval~~ of our initial business combination, our initial shareholders and their affiliates may elect to purchase shares or rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares or rights.Contents

IfNotes ~~we seek shareholder approval of our initial business combination~~ and weAdjustments ~~do not conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~Unaudited ~~tender~~Pro ~~offer~~Forma ~~rules,~~Condensed ~~our~~Combined ~~sponsor,~~Statement ~~directors, executive officers, advisors or any~~ of ~~their~~ affiliates may purchase public shares or rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Any price paid for such securities may be less than the amount a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, executive officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our sponsor, directors, executive officers, advisors or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.Operations

~~Additionally,~~The atnotes any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or any of their affiliates may enter into transactions with investors and ~~others~~pro toforma ~~provide~~adjustments ~~them with incentives~~ to ~~acquire~~the ~~public~~unaudited ~~shares,~~pro ~~vote~~forma ~~their~~condensed ~~public~~combined ~~shares~~statements ~~in favor~~ of ~~our~~operations ~~initial~~consist business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the ~~funds in the trust account will be used to purchase public shares or rights in such transactions.~~following:

~~The~~Adjustments ~~purpose of any such transactions could be~~ to ~~(1) increase~~Unaudited ~~the~~Pro ~~likelihood~~Forma ofCondensed ~~obtaining~~Combined ~~shareholder~~Statement ~~approval~~ of the business combination by purchasing shares from holders that would have voted against a proposed transaction (as those shares would no longer be voted on the proposed transaction), (2) reduce the number of rights outstanding and/or increase the likelihood of approval on any matters submitted to the rights holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.Operations

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a ~~national securities exchange~~. Represents ~~Any~~unrecorded ~~such~~transaction ~~purchases~~expenses ~~will be reported pursuant to Section 13 and Section 16~~ of ~~the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally~~$1, ~~in the event our sponsor~~874,226 ~~directors,~~upon ~~executive officers, advisors or their affiliates were to purchase shares or rights from public shareholders, such purchases would be structured in compliance with~~ the ~~requirements~~consummation of ~~Rule 14e-5 under~~ the ~~Exchange~~Business ~~Act including, in pertinent part, through adherence to the following:~~Combination.

●b. Represents ~~our~~unrecorded ~~registration~~financing ~~statement/proxy~~expenses ~~statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, executive officers, advisors or any~~ of ~~their affiliates may purchase shares or rights from public shareholders outside the redemption process~~$697,268 ~~along~~related ~~with~~to the ~~purpose~~Forward ofPurchase ~~such purchases; ● if our sponsor~~Agreement, ~~directors,~~under ~~executive~~which ~~officers,~~AlphaVest ~~advisors~~prepaid ~~or any of their affiliates were~~ Harraden to purchase ~~shares~~the orRecycled ~~rights~~Shares from AlphaVest’s public shareholders, ~~they~~and ~~would~~to doreturn so90% atof athe ~~price~~Recycled noShares ~~higher~~to ~~than~~ the ~~price~~Company ~~offered~~one year ~~through~~later ~~our~~either redemption process; ● our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in ~~favor of approving~~ the ~~business~~form ~~combination transaction; ● our sponsor, directors, executive officers, advisors or any~~ of ~~their~~shares ~~affiliates would not possess any redemption rights with respect to our securities~~ or, if they do acquire and possess redemption rights, they would waive such rights; and ● we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:cash.

○c. Represents ~~the~~an ~~amount~~adjustment ofto ~~our~~eliminate ~~securities~~interest ~~purchased~~earned outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price; ○ the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates; ○ the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on ~~the~~marketable ~~likelihood~~securities ~~that~~held ~~the~~in ~~business combination transaction will be approved; ○~~ the ~~identities~~Trust ~~of our security holders who sold to our sponsor~~Account, ~~directors,~~net ~~executive officers, advisors or any~~ of ~~their~~unrealized ~~affiliates~~losses ~~(if not purchased~~ on investments ~~the~~held ~~open~~in ~~market) or~~ the ~~nature~~Trust ~~of our security holders (e~~Account.g., 5% security holders) who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and ○ the number of our securities for which we have received redemption requests pursuant to our redemption offer.

Ind. ~~addition,~~The ifcalculation ~~such~~of ~~purchases~~weighted ~~are~~average ~~made,~~shares outstanding for basic and diluted net loss per share assumes that the initial public ~~“float”~~offering occurred as of ~~our~~the ~~ordinary~~earliest ~~shares~~period orpresented ~~public~~— ~~rights~~January ~~and~~1, 2025 for the ~~number~~nine ofmonths ~~beneficial~~ended September 30, 2025, and January 1, 2024 ~~holders~~for ofthe ~~our~~year ~~securities~~ended ~~may~~December be31, ~~reduced~~2024. In addition, ~~possibly~~as ~~making~~the Transactions are being reflected as if it ~~difficult~~had tooccurred ~~obtain~~on orthis ~~maintain~~date, the ~~quotation,~~calculation of ~~listing~~weighted oraverage ~~trading~~shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of ~~our~~shares redeemed in the Transactions for ~~securities~~the onentire aperiod ~~national~~and ~~securities~~include ~~exchange~~800,000 shares issued in the $8 million PIPE Financing in connection with the Business Combination.

~~See~~Net ~~“Proposed~~Loss ~~Business - Permitted~~per Purchases of Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.Share

IfNet aloss ~~shareholder~~per ~~fails~~share towas ~~receive~~calculated ~~notice~~using ofthe ~~our~~historical ~~offer~~weighted toaverage ~~redeem~~shares ~~our~~outstanding ~~public~~and the issuance of additional shares in connection with ~~our~~the ~~business~~Business ~~combination~~Combination, orassuming ~~fails to~~the ~~comply~~shares ~~with~~were outstanding since January 1, 2025 for the ~~procedures~~nine months ended September 30, 2025, and since January 1, 2024 for ~~tendering~~the ~~its~~year ~~shares~~ended December 31, ~~such~~2024. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares ~~may~~outstanding ~~not~~for bebasic ~~redeemed~~and diluted net income per share assumes the shares issuable in connection with the Business Combination have been outstanding for the entire periods presented.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations described in this prospectus, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, within 18 months from the closing of this offering (as further described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, within 18 months from the closing of this offering (as further described in this prospectus), subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, within 18 months from the closing of this offering (as further described in this prospectus) for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public shareholders may be forced to wait beyond the 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, beyond the 18 months from the closing of this offering (as further described in this prospectus) before they receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

~~You will~~Table ~~not be entitled to protections normally afforded to investors~~ of ~~many other blank check companies.~~Contents

~~Since~~The ~~the~~following ~~net~~unaudited ~~proceeds~~pro offorma ~~this~~condensed ~~offering~~combined ~~and~~financial ~~the~~information ~~sale~~for of the ~~private~~nine ~~units~~months ~~are~~ended ~~intended~~September ~~to be used to complete an initial business combination with a target business that has not been selected~~30, we2025 may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the ~~sale~~year ~~of the private units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,~~ended weDecember ~~are exempt from rules promulgated by the SEC to protect investors in blank check companies~~31, ~~such~~2024 ashas ~~Rule~~been ~~419.~~prepared ~~Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable as opposed~~ to ~~companies~~reflect ~~subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit~~ the ~~release of~~actual ~~any~~redemptions ~~interest~~by ~~earned~~AlphaVest onpublic ~~funds~~shareholders ~~held~~at in the ~~trust~~time ~~account to us unless and until the funds in the trust account were released to us in connection with our completion~~ of ~~an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see~~ the ~~section of this prospectus entitled “Proposed~~ Business ~~— Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419~~Combination.”

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.

	Actual Redemptions
For the nine months ended September 30, 2025
Pro forma net loss	$	(2,764,136	)
Pro forma basic and diluted net loss per share	$	(0.12	)

For the year ended December 31, 2024
Pro forma net loss	$	(4,219,268	)
Pro forma basic and diluted net loss per share ⁽¹⁾	$	(0.19	)

Number of ordinary shares
AlphaVest Public Shareholders		1,416,002
AlphaVest Initial Shareholders		2,323,549
AMC Washington Shareholders		18,000,000
Shares underlying sponsor’s convertible notes		55,833
Financing Shares		800,000
Pro forma weighted-average shares outstanding—basic and diluted		22,595,384

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (~~as defined under Section 13 of the Exchange Act~~1), ~~will~~The betotal ~~restricted from seeking redemption rights with respect to more than an aggregate of 15% of the~~ shares ~~sold~~outstanding inused ~~this offering, which we refer~~ to ascalculate the ~~“Excess~~pro ~~Shares.”~~forma ~~However, our~~basic ~~amended~~ and ~~restated~~diluted ~~memorandum~~net ~~and~~loss ~~articles~~per ofshare ~~association does not restrict our shareholders’ ability to vote all of their shares (including Excess Shares)~~ for ~~or against our business combination. Your inability to redeem~~ the ~~Excess~~year ~~Shares~~ended ~~will~~December ~~reduce~~31, ~~your influence~~2024 ~~over~~have ~~our~~been ~~ability~~updated tofrom ~~complete~~the ~~our~~amount ~~business~~previously ~~combination~~disclosed ~~and you could suffer a material loss on your investment~~ in usthe ifproxy ~~you sell~~statement/prospectus ~~Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect~~ to ~~the~~include ~~Excess Shares if we complete our business combination. As a result~~800,000 ~~you will continue to hold that number of~~ shares ~~exceeding~~issued ~~15% and,~~ in ~~order to~~the ~~dispose~~$8 ofmillion ~~such~~PIPE ~~shares,~~Financing ~~would be required to sell your share~~ in ~~open~~connection ~~market~~with ~~transactions,~~the ~~potentially~~Business ~~at a loss~~Combination.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our rights will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. As a result, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

~~Furthermore, because~~Table we are obligated to pay cash for the ordinary shares which our public shareholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors in this section.Contents

If the net proceeds of this offering and the sale of the private units not being held in the trust account are insufficient to allow us to operate for at least the next 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, the next 18 months from the closing of this offering (as further described in this prospectus), we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our rights will expire worthless.BUSINESS

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, the next 18 months from the closing of this offering (as further described in this prospectus), assuming that our initial business combination is not completed during that time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our business combination, the next 18 months from the closing of this offering (as further described in this prospectus); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share or less in certain circumstances on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors in this section.Overview

AMC distributes innovative and smart security products and related solutions. AMC is also working on some next-generation products. Our goal is to build a world class advanced camera with a chip designed specifically for use in a variety of edge devices, optimized for video capture and AI analysis, enabling new proprietary AI systems to be built across a range of environments and situations.

Our goal is to make the world a safer place. Through the use of high-quality, affordable and accessible vision AI technology, we strive to help save lives, empower businesses to succeed and ultimately make the world a safer place.

AMC offers a range of products, solutions, and services designed to enhance residential and commercial security. The material smart hardware products currently being sold include smart cameras, driving recorders, action cameras and Retina K cameras. AMC also provides platform services designed to allow AMC’s hardware to be utilized by customers and enhance their overall experience with such products.

In addition to AMC’s current offerings, AMC is actively developing additional products and services such as IoT (Internet of Things), AI-based alarm systems, wearable devices and AI robots which are intended to apply to various commercial and industrial scenarios. AMC is also exploring certain aspirational products and solutions such as AI agent/robots and industrial security and monitoring solutions for scenarios such as warehouse management and logistics.

Products

As evidenced by the award-winning “YI” brand that we sell, we are seeking to be a leader in the research and development of video imaging and vision technologies for enterprise and consumer applications.

AMC’s primary products are security cameras sourced from suppliers in Asia and distributed through e-commerce platforms across the United States, Canada and Europe. AMC’s product portfolio includes cameras designed for residential homes and small businesses, such as the YI Dome Guard, Home Camera and Outdoor Camera.

AMC intends to expand its product offering in the future to include additional AI-based intelligent devices such as wearable devices including AI glasses, drones, AI robots and the related solutions for each new product.

Solutions

Our solutions are designed to make both individual and business customers’ properties safer. We plan to offer additional, enhanced solutions in the home security market and expand into various small to mid-sized business use cases.

Smart Home solution is our business to consumer (B2C) solution which is being designed for homeowners or other individual users to have a smarter and more efficient living experience. We are creating an AI-powered home security solution that can monitor and analyze activities and provide alerts as necessary. We believe there is the potential for future innovation with Home 2.0, featuring AI technology based on Microsoft’s Co-Pilot and customizable alerts based on inferenced data sets.

We also intend to offer a business to business (B2B) solution, which will be called Sapphire/Orion, which is being designed as a next generation enterprise security solution powered by edge AI cameras, for the physical security of our business customers. This product will focus on ease of use, scalability, reliability and privacy.

These additional, enhanced solutions are currently in the development stages. Prototype testing for core functionalities has been completed, and pilot programs are underway with select internal customers in the home security market. Development costs for these solutions are projected to be similar to those of AMC’s past and current development costs as AMC will leverage available outside resources and third party AI service suppliers such as Copilot and ChatGPT.

~~If the~~Table ~~net proceeds~~ of this offering and the sale of the private units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our initial shareholders or management team to fund our search for a business combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.Contents

Of the net proceeds of this offering and the sale of the private units, only approximately $650,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $550,000 (excluding underwriting discount), we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $550,000 (excluding underwriting discount), the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our initial shareholders or their affiliates to operate, or we may be forced to liquidate. None of our initial shareholders nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. We do not expect to seek loans from parties other than our initial shareholders or an affiliate of our initial shareholders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.20 per share on our redemption of our public shares, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors in this section.Sales

WeAMC dohas ~~not~~three ~~have~~revenue astreams: ~~specified~~(1) ~~maximum~~product ~~redemption~~sales ~~threshold.~~through ~~The~~e-commerce ~~absence~~platforms, of(2) revenue share from its related party, Kami, for cloud services such aas ~~redemption~~video ~~threshold~~storage, ~~may~~image ~~make~~analysis, itand ~~possible~~providing ~~for~~alerts usand tointelligence ~~complete a~~detection ~~business~~and ~~combination~~(3) ~~with~~product ~~which~~sales to a ~~substantial~~related ~~majority~~party ZKCam ofTechnology ~~our~~Limited ~~shareholders~~(hereinafter doreferred ~~not~~to ~~agree~~as “ZKCam”).

~~Our~~With ~~amended~~respect ~~and~~to ~~restated~~its ~~memorandum~~product ~~and~~sales, ~~articles~~AMC ofsells ~~association~~its ~~will~~products ~~not~~through ~~provide~~Amazon aacross ~~specified~~the ~~maximum~~United ~~redemption~~States, ~~threshold~~Canada, ~~except~~and ~~that~~Europe. ~~we will~~The ~~only~~Amazon ~~redeem~~online ~~our~~stores for ~~public~~the ~~shares~~respective soregions ~~long~~operate asunder ~~(after~~the ~~such~~entities ~~redemption) our net tangible assets will be at least $5~~Ants,~~000,001~~ ~~either~~Shanghai ~~immediately prior~~Xiaoyun toTechnology orLimited ~~upon consummation of our initial business combination and after payment of underwriters’ fees and commissions~~ (~~such that we are not subject to the SEC’s~~ “~~penny stock~~Xiaoyun” ~~rules~~)~~. As a result~~, ~~we may be able to complete our business combination even though a substantial majority of our public shareholders do not agree with the transaction~~ and ~~have redeemed their shares or, if~~Kunshan weYishijue ~~seek~~Technology ~~shareholder~~Limited ~~approval~~(“Yishijue”). ofThese ~~our~~entities ~~initial business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,~~ have ~~entered~~authorized ~~into~~AMC ~~privately negotiated agreements~~ to ~~sell~~utilize their ~~shares~~Amazon toaccounts ~~our~~free ~~initial~~of ~~shareholders,~~charge ~~advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay~~ for ~~all~~a ~~ordinary~~duration ~~shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the~~five ~~proposed~~years, ~~business combination~~starting ~~exceed~~from ~~the~~October ~~aggregate amount of cash available to us~~21, we2021 ~~will~~and ~~not~~expiring ~~complete~~on ~~the~~October ~~business combination or redeem any shares~~20, ~~all~~ ~~ordinary~~2026 ~~shares~~(hereinafter ~~submitted~~referred ~~for redemption will be returned~~ to as the ~~holders thereof, and we instead may search for an alternate business~~“Authorization ~~combination~~Agreement”).

IfAnts ~~third~~is ~~parties~~95% ~~bring~~owned ~~claims~~by ~~against~~Mr. usDa. Until April 2022, ~~the~~revenues ~~proceeds~~collected ~~held~~from inAmazon ~~the~~customers ~~trust~~were paid into Ants’ virtual bank account ~~could~~on PingPong, bea ~~reduced~~cross-border ~~and~~payments platform. However, commencing in April 2022, AMC acquired control of the ~~per-share~~payments ~~redemption~~platform ~~amount~~and ~~received~~revenues byare ~~shareholders~~now ~~may~~paid bedirectly ~~less~~to ~~than $10~~AMC.20 ~~per~~Effective ~~share~~as of January 9, 2025, the ownership of Amazon store North America has been successfully transferred to AMC from Ants.

~~Our~~Yishijue ~~placing~~has ofno ~~funds~~business inoperations ~~the~~other ~~trust~~than ~~account~~owning ~~may~~an ~~not~~Amazon ~~protect~~online ~~those~~store ~~funds~~in ~~from third-party claims against us~~Europe. ~~Although~~Xiaoyun wewas ~~will~~founded ~~seek~~ to ~~have~~provide ~~all vendors,~~services service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for ~~the~~patent ~~benefit of our public shareholders,~~applications ~~such~~and ~~parties~~intellectual ~~may~~property ~~not~~management. ~~execute~~There ~~such~~are ~~agreements,~~two ornominal ~~even~~individuals ifwho ~~they~~hold ~~execute~~shares ~~such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach~~ of ~~fiduciary~~Yishijue ~~responsibility~~and orXiaoyun ~~other~~on ~~similar claims,~~behalf ~~as well as claims challenging the enforceability~~ of ~~the~~Mr. ~~waiver,~~Da ~~in each case in order to gain advantage with respect to a claim~~and ~~against our assets, including the funds held in the trust account~~Mr. IfDa ~~any~~controls ~~third party refuses to execute an agreement waiving such claims to~~ the ~~monies~~primary ~~held~~economic inactivities ~~the trust account, our management will perform an analysis~~ of ~~the~~Yishijue ~~alternatives available to it~~ and ~~will~~Xiaoyun, ~~only enter into an agreement with a third party that has not executed a waiver if management believes that~~ such ~~third~~as ~~party’s~~the ~~engagement~~authorization ~~would be~~or ~~significantly~~transfer ~~more beneficial to us than any alternative. Making such a request~~ of ~~potential target businesses may make our acquisition proposal less attractive to them and, to~~ the ~~extent~~Amazon ~~prospective~~stores ~~target businesses refuse~~ to ~~execute such a waiver, it may limit the field~~ ~~of potential target businesses that we might pursue~~AMC.

Xiaoyun and Yishijue operate as VIEs where AMC, through contractual arrangements, holds effective control over their key activities and assumes the associated risks and benefits from the economic rewards, making AMC the primary beneficiary. AMC does not own any equity interests in the VIEs. Instead, AMC is regarded as the primary beneficiary of the VIEs for accounting purposes and consolidates the financial results of the VIEs under U.S. GAAP. In August 2024, AMC and the two VIEs entered into separate business transfer agreements. Under these agreements, Xiaoyun and Yishijue will transfer all of their ownership in the Amazon online stores to AMC, including, but not limited to, the ownership of the store, business operation rights, customer resources, operational data, technical data, brand usage rights, intellectual property rights (such as trademarks, patents, copyrights, if applicable), and other assets and rights related to the operation of the Amazon online stores in exchange for an aggregate payment of RMB30,000 for each entity. Once the stores are successfully transferred, Xiaoyun and Yishijue will no longer be VIEs and instead will be owned directly by AMC. [Ownership of these two Amazon stores are expected to be transferred within the next six months.]

With respect to our solutions, we generally enter into agreements with our service providers (who sell our solutions), such as Kami, that outline the terms of our relationship, including service provider pricing commitments, maintenance and support requirements. These contracts typically have an initial term of three years, with subsequent renewal terms.

With respect to Kami, AMC has entered into a revenue-sharing agreement pursuant to which AMC receives a percentage of revenues generated from the services provided. The revenue-share schedule is as follows:

Annual subscription periods		Percentage basis
First year during which an end user starts the cloud service subscription from Kami		30%
Second year during which an end user continues the cloud service		15% for recurring subscriptions
Third year during which an end user continues the service subscription from Kami		0%

AMC recognizes its revenue share when Kami receives subscription payments from users acquired through AMC’s camera sales. The agreement includes standard commercial terms, service obligations, and confidentiality provisions. The agreement also contains provisions for termination by either party with a notice period of 30 days. For the fiscal year ended December 31, 2024, Kami accounted for approximately 26% of AMC’s revenue and represented 10% of its accounts receivable at December 31, 2024.

AMC recognizes its revenue share from these arrangements when the service provider receives subscription payments from users acquired through AMC’s camera sales.

~~Examples of~~Table ~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement~~ of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we believe it is unlikely that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors are required to indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Contents

Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.Platforms

InWe ~~the event that the proceeds in the trust account~~ are ~~reduced~~working ~~below~~on ~~the~~our ~~lesser~~next ofgeneration ~~(i)~~technology ~~$10.20~~platforms ~~per~~that ~~public~~can ~~share~~deliver ora ~~(ii)~~unique ~~such~~high-performance ~~lesser~~AI-based ~~amount per~~platform ~~share held in the trust account as of the date of the liquidation of the trust account due~~ to ~~reductions~~enhance ~~in the value of the trust assets~~security, operations inand ~~each case net of the interest which may be withdrawn to pay taxes~~safety, and ~~our~~drive ~~sponsor~~sales ~~asserts~~and ~~that~~efficiency itat is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligationsscale.

~~While~~Our weplatforms ~~currently~~will ~~expect~~support ~~that~~small ~~our~~to ~~independent~~mid-sized ~~directors~~customers ~~would~~who ~~take~~subscribe ~~legal action on our behalf against our sponsor~~ to ~~enforce its indemnification obligations to us, it is possible that~~ our ~~independent~~services ~~directors~~and ~~in exercising their business judgment may choose not to do so if, for example,~~ the ~~cost~~hardware ofpartners ~~such~~who ~~legal~~manufacture ~~action~~devices ~~is deemed by the independent directors to be too high relative to the amount recoverable or if~~that ~~the~~integrate ~~independent~~with ~~directors~~our ~~determine that a favorable outcome is not likely~~platforms. IfThe ~~our~~capabilities ~~independent~~associated ~~directors~~with ~~choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to~~ our ~~public~~platforms ~~shareholders~~will ~~may be reduced below $10.20 per share.~~include:

If● Powerful application program interfaces, ~~after~~ weor ~~distribute~~APIs, ~~the~~integrating ~~proceeds~~to ina ~~the~~corporate ~~trust~~Data ~~account~~Lake, which allows storage of all structured and unstructured data. Our APIs have wide compatibility to ~~our~~integrate ~~public~~with ~~shareholders,~~many weinterfaces ~~file~~based aon ~~bankruptcy~~various ~~petition~~needs. or● anModels ~~involuntary~~that ~~bankruptcy petition~~provide ismore ~~filed~~accurate ~~against~~and usfaster reactions based on the learning of data. ● Reliable and efficient mobile applications supported by large language models. ● Reduced Friction for Customers. Provides end-to-end solutions so that iscustomers ~~not~~have ~~dismissed,~~all of their needs and issues handled in a ~~bankruptcy~~holistic ~~court~~manner. ~~may~~● ~~seek~~AI tosolutions ~~recover~~for multiple cases such ~~proceeds~~as Edge, On-premises and weon cloud. ● High level of data accuracy which establishes confidence in decision making. Provides a more accurate and ~~our~~agile ~~board~~solution. ~~may~~● ~~be exposed~~Integrated toplatform ~~claims~~that allows use of ~~punitive~~all ~~damages~~types of hardware such as any camera, any edge infrastructure or any cloud function.

~~If,~~Development ~~after~~costs wefor ~~distribute~~these ~~the~~solutions ~~proceeds~~are inprojected ~~the trust account~~ to ~~our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could~~ be ~~viewed~~the ~~under~~similar ~~applicable~~to ~~debtor/creditor and/or~~the ~~bankruptcy~~development ~~laws~~costs asof ~~either~~AMC’s apast ~~“preferential~~products ~~transfer”~~with orinvestments ~~a “fraudulent conveyance.” As a result, a bankruptcy~~allocated ~~court could seek~~ to ~~recover~~cloud ~~all~~infrastructure ~~amounts~~and ~~received~~user byinterface ~~our shareholders~~design. In[The ~~addition,~~initial ~~our~~version ~~board~~ of ~~directors~~the ~~may~~platform beis ~~viewed~~expected ~~as having breached its fiduciary duty~~ to ~~our~~launch ~~creditors~~by ~~and/or~~mid ~~having acted in bad faith~~2025, ~~thereby~~with ~~exposing itself and us to claims of punitive damages, by~~iterative ~~paying~~enhancements ~~public~~planned ~~shareholders from the trust account prior to addressing the claims of creditors~~thereafter.]

Technology Advantages

We believe our new products will have technology advantages that other competitors lack, including:

Dual Chip Design

By combining two or more processors together, our chip can quickly and seamlessly alternate between full-function and low-power modes, reducing power consumption and enhancing battery life. This provides a solid support for our efficient and economic solutions.

Artificial Intelligence

Artificial intelligence (AI) in AMC’s business refers to the use of machine learning, natural language processing, computer vision, and predictive analytics technologies to enhance security, improve operational efficiency, and provide actionable insights. These AI-based capabilities are integrated into AMC’s solutions to enable features such as real-time threat detection, automated response mechanisms, and intelligent data-driven decision-making. Graphic processing units are used specifically for computer vision applications in edge computing scenarios, with low latency and combined encoding and decoding capabilities, and the ability to compress video for inclusion in visual/spatial A.I. models.

AMC’s solutions are expected to leverage a combination of internally developed AI technologies and third-party AI products to achieve high performance and scalability. To complement internal efforts, AMC integrates third-party AI components for foundational technologies (e.g., natural language processing libraries, pre-trained models) to accelerate development and reduce costs.

22nm Construction

Our 22nm construction will provide an affordable design that reduces costs, controls heat, and reduces current leakage for further efficiency gains, all in a design customized for edge devices.

Edge Computing

New edge devices such as glasses and drones capture large amounts of currently unrecorded contextual video. We believe this will create multiple opportunities for AI-based systems, and similar growth in new user capabilities. We are not aware of any other company that is developing this dataset.

~~If, before~~Table ~~distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims~~ of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.Contents

~~If,~~Richer before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.Interfaces

~~Our~~By ~~shareholders~~advancing ~~may~~our behardware ~~held~~to ~~liable~~include ~~for~~richer ~~claims~~interface byoptions, ~~third~~including ~~parties~~a ~~against~~heads usup todisplay ~~the~~and ~~extent~~multimodal ofAI ~~distributions~~interfaces, ~~received~~and by ~~them~~advancing our ~~upon~~software ~~redemption of~~stack ~~their~~and ~~shares~~our integrations with AI systems and APIs, we will further improve user experiences.

IfStrategy we& are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of approximately $18,000 and imprisonment for five years in the Cayman Islands.Positioning

~~Because~~We weintend ~~are not limited~~ to amaintain ~~particular~~our ~~industry,~~market ~~sector,~~position orand ~~any~~expand ~~specific~~into ~~target~~new ~~businesses~~market ~~with~~opportunities ~~which~~by continuing to ~~pursue~~develop ~~our~~and ~~initial~~deploy ~~business~~innovative ~~combination,~~technologies ~~you~~and ~~will~~by beexpanding ~~unable~~our toecosystem ~~ascertain the merits or risks~~ of ~~any~~partners. ~~particular~~Our ~~target~~key ~~business’~~go-to-market ~~operations.~~strategies include:

WeNarrow ~~may~~Targeted seek to complete a business combination with an operating company in any industry or sector or geographical location. However, we will not, under our amended and restated memorandum and articles of association, be permitted to complete our business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.Niche

By focusing on a targeted niche audience with clear technology needs, we seek to maintain a safe and defensible position to establish our hardware and software advantages. We believe major AI players lack the ability and/or interest in approaching this market in the way that we can.

Focus

We seek to solve only one or two core user needs within the niche using affordable hardware and scalable manufacturing. By focusing on these needs, we believe we can maximize our position in the market.

Fine-tune Solutions

We will continue to focus on building solutions that can satisfy various groups of customers. We also provide sales and marketing resources to help boost our exposures in different marketplace platforms.

Invest in Our Platforms

We are seeking to build the next generation AI-based platform. We intend to invest to add additional innovative offerings and broaden our suite of solutions and opportunities in residential and commercial markets. As the market for vision AI grows and more devices become connected, we are building technology and partnerships to connect these devices to our platforms.

Channel Expansion

In addition to the existing channels we have built, we intend to continue to develop partnerships in areas such as shopping mall management, parking lots, senior care management, building construction and other related areas.

Pursue Selective Strategic Acquisitions

We may selectively pursue future acquisitions of businesses, technologies, or products that complement our platforms or align with our overall growth strategy. Such acquisitions could expand our team and/or technology portfolio to help us add new features to our platforms, accelerate the pace of our innovation or help us access attractive markets.

Manufacturing and Sourcing

AMC does not directly manufacture any of its products. Instead, all physical products are sourced from related party suppliers. AMC works closely with these suppliers to ensure key standards such as product quality, compliance and timely delivery. With respect to digital platforms and solutions, AMC internally develops software in collaboration with various partners to meet customer requirements and market demands.

~~Past performance~~Table ~~by our management team, our advisors and our initial shareholders may not be indicative~~ of ~~future performance of an investment in us.~~Contents

~~Information~~Research ~~regarding performance by, or businesses associated with our management team~~ and our initial shareholders and their affiliates is presented for informational purposes only. Past performance by our management team and our initial shareholders is not a guarantee either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. The majority of our officers, directors and advisors have not had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team’s, our advisors’ or our initial shareholders’ respective performance as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward. Furthermore, an investment in us is not an investment in our initial shareholders or their affiliates.Development

We ~~may~~invest ~~seek~~resources ~~acquisition~~in ~~opportunities~~research and development to enhance our platforms and applications, support our technology infrastructure, develop new capabilities and conduct quality assurance testing. We expect to invest in ~~industries~~continued orresearch ~~sectors~~and ~~which~~development efforts ~~may~~to beexpand ~~outside~~the capabilities of our ~~management’s~~technology. ~~area~~Our research and development of ~~expertise~~new products and services is a multidisciplinary effort across our product management, program management, software engineering, device engineering, quality engineering, configuration management and network operations teams.

WeAMC ~~will~~is ~~consider~~currently ain ~~business~~the ~~combination~~process ~~outside~~ of ~~our~~developing ~~management’s area of expertise if~~ a ~~business~~next-generation ~~combination~~IoT ~~candidate is presented to us and we determine~~ that ~~such~~can ~~candidate~~improve ~~offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate~~ the ~~risks~~connectivity ~~inherent~~of inall ~~any~~of ~~particular~~its ~~business~~hardware ~~combination~~and ~~candidate, we cannot assure you that we will adequately~~provide ~~ascertain~~a orbetter ~~assess~~experience ~~all~~for ~~the~~its ~~significant risk factors~~customers. WeAMC ~~also~~currently ~~cannot~~believes ~~assure~~this ~~you~~new ~~that~~product ~~an investment in our units~~ will ~~not ultimately prove to~~ be ~~less~~ready ~~favorable~~for tomarket ~~investors~~ in ~~this offering than a direct investment, if an opportunity were available, in a business combination candidate. In~~ the ~~event~~first wequarter ~~elect to pursue an acquisition outside~~ of ~~the areas of our management’s expertise, our management’s~~2026. ~~expertise~~The ~~may~~expected ~~not~~costs beassociated ~~directly~~with ~~applicable to its evaluation or operation, and~~ the ~~information~~development ~~contained in this prospectus regarding the areas~~ of ~~our~~these ~~management’s~~products ~~expertise~~mainly ~~would~~include ~~not~~labor becosts ~~relevant~~and topurchase ~~an understanding~~ of ~~the business that we elect to acquire~~materials. AsAMC ais ~~result,~~investing ~~our~~resources ~~management~~in ~~may~~various ~~not~~areas berelated ~~able~~ to ~~adequately~~this ~~ascertain~~product orincluding ~~assess~~overall ~~all~~research ~~the~~and ~~significant~~development ~~risk~~and ~~factors.~~partnerships ~~Accordingly,~~necessary ~~any~~for ~~shareholders who choose to remain shareholders following our business combination could suffer a reduction in~~ the ~~value of their shares. Such shareholders~~product ~~are~~and ~~unlikely~~testing to ~~have~~ensure athe ~~remedy~~successful ~~for~~rollout ~~such~~of ~~reduction~~this ~~in value~~offering.

~~Although~~Foreign we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.Operations

~~Although~~To ~~we have identified general criteria and guidelines for evaluating prospective target businesses~~date, itAMC’s ~~is possible that a target~~ business ~~with~~ ~~which~~is wemainly ~~enter~~located ~~into~~in ~~our~~the ~~initial~~United ~~business combination will not have all of these positive attributes~~States. ~~If we complete our initial business combination with a target that does not meet some or all of these criteria and guidelines~~However, ~~such~~it ~~combination~~sells ~~may~~products ~~not be as successful as a combination with a business that does meet all of our general criteria~~ and ~~guidelines.~~solutions Inin ~~addition,~~the ifUnited weKingdom ~~announce a prospective business combination with a target that does not meet our general criteria~~ and ~~guidelines, a greater number of shareholders may exercise~~ ~~their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a~~ certain ~~amount~~European ~~of cash~~countries. ~~In addition~~Additionally, ifto ~~shareholder~~a ~~approval~~lesser ~~of the transaction is required by law~~extent, ~~or we~~AMC ~~decide~~conducts tocertain ~~obtain~~operations ~~shareholder~~in ~~approval for business or other legal reasons~~China, itincluding ~~may~~sourcing ~~be more difficult for us to attain shareholder approval~~materials ofand ~~our~~providing ~~initial~~services ~~business~~through ~~combination~~its ifrelationships ~~the~~with ~~target~~China-based ~~business~~suppliers ~~does not meet our general criteria~~ and ~~guidelines~~affiliates. IfAMC wealso ~~are~~benefits ~~unable~~from toits ~~complete our~~partnerships ~~initial business combination, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances,~~with onXiaoyun ~~the liquidation of our trust account~~ and ~~our rights will expire worthless. In certain circumstances~~Yishijue, ~~our~~which ~~public~~are ~~shareholders~~headquartered ~~may receive less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced~~ and ~~the~~operated ~~per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors~~ in ~~this section~~China.

Historically, AMC maintained contractual arrangements with Xiaoyun and Yishijue, which enabled AMC to control and consolidate their financial results. Through authorization agreements, AMC has been able to operate the Amazon store UK and Amazon store Europe, which are owned by Xiaoyun and Yishijue respectively. As described above, AMC initiated the process via Amazon to permanently transfer ownership of Amazon store UK, Amazon store Europe and Amazon store North America to AMC. Effective as of January 9, 2025, the ownership of the Amazon store North America has been successfully transferred to AMC from Ants. Ownership of the other two stores is expected to be completed within the next six months.

Competitive Environment

The market in which we operate is fragmented, competitive and constantly evolving. We expect competition to continue from existing competitors as well as potential new market entrants in the interactive security, video monitoring and intelligent automation markets. Our current competitors include providers of other technology platforms in interactive security, including Alarm.com, Google Nest, Blink by Amazon, Avigilon, Alula, Eagle Eye Networks Inc., Eufy by Anker and Honeywell International Inc.

Many of our competitors have long operating histories, greater name recognition and large customer bases. We expect to encounter new competitors as we enter new markets as well as increased competition. In addition, there may be new technologies that are introduced that reduce demand for our solutions or make them obsolete. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties and rapidly acquire significant market share. Increased competition could also result in price reductions and loss of market share, any of which could result in lower revenue and negatively affect our ability to grow our business. We believe the principal competitive factors in the security surveillance market include the following:

	●	simplicity and ease of use;
	●	ability to offer persistent awareness, control, and intelligent automation;
	●	breadth of features and functionality provided;
	●	flexibility of the solutions and ability to personalize for the individual consumer;
	●	compatibility with a wide selection of third-party devices;
	●	pricing, affordability, and accessibility;
	●	sales reach and local installation and support capabilities; and
	●	brand awareness and reputation.

We believe we compete favorably with respect to these factors. Additionally, we believe our AI-based software platforms and edge computing solutions will help further differentiate us from competitors. Nevertheless, our competitors may have substantially greater financial, technical and other resources, greater brand recognition, larger sales and marketing budgets and broader distribution channels than we do. As a result, we may not compete effectively.

~~We may~~Table ~~seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record~~ of ~~revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.~~Contents

ToOur ~~the~~Intellectual extent we complete our initial business combination with an early-stage company such as a pre-revenue entity with a limited operating history, a financially unstable business, or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, a lack of revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.Property

We ~~are~~currently ~~not~~have ~~required~~several topatents ~~obtain~~and antrademarks ~~opinion~~in ~~from~~varying anstages ~~independent~~of ~~investment~~approval. ~~banking~~These ~~firm~~relate orto, ~~from~~among anothers, ~~independent~~our ~~accounting~~AI-based ~~firm,~~video compression system and ~~consequently, you~~augmented ~~may~~related ~~have~~glasses. noOur ~~assurance~~success ~~from~~and anability ~~independent~~to ~~source~~compete ~~that~~effectively ~~the~~depend ~~price~~in wepart ~~are~~on ~~paying~~our ~~for~~ability ~~the~~to ~~business~~protect isour ~~fair~~proprietary technology and to establish and adequately protect our ~~company~~intellectual ~~from~~property rights. To accomplish these objectives, we rely on a ~~financial~~combination ~~point~~ of ~~view~~patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality agreements and other contractual protections.

~~Unless~~Our weHuman ~~complete~~Capital our business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.Resources

~~Resources~~We ~~could~~have bethree ~~wasted~~full-time inemployees ~~researching~~and ~~acquisitions~~eight ~~that~~long-term ~~are~~outsourced ~~not completed~~contractors, ~~which~~including ~~could~~six ~~materially~~in ~~adversely~~sales ~~affect~~and ~~subsequent~~marketing, ~~attempts~~two toin ~~locate~~research and development and ~~acquire~~three orin ~~merge~~a ~~with~~general ~~another~~and ~~business~~administrative capacity. IfWe wealso ~~are~~engage ~~unable~~consultants toand ~~complete~~temporary ~~our~~employees ~~initial~~from ~~business~~time ~~combination,~~to ~~our public shareholders may~~time. ~~receive~~None ~~only~~of ~~approximately~~our ~~$10.20~~employees ~~per~~is ~~share,~~covered orby ~~less~~collective ~~than~~bargaining ~~such~~agreements ~~amount~~and inwe ~~certain~~consider ~~circumstances, on the liquidation of~~ our ~~trust~~relations ~~account and~~with our ~~rights~~employees ~~will~~to ~~expire~~be ~~worthless~~good.

We ~~anticipate~~believe ~~that the investigation of each specific target business and the negotiation~~attracting, ~~drafting~~motivating and ~~execution~~retaining oftalent ~~relevant~~at ~~agreements, disclosure~~all ~~documents~~levels ~~and~~is ~~other~~critical ~~instruments~~to ~~will~~continue ~~require~~our ~~substantial~~success. ~~management~~By ~~time~~improving ~~and~~employee ~~attention and substantial costs for accountants,~~retention ~~attorneys,~~ and ~~others. If we decide not to complete a specific initial business combination~~engagement, ~~the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if~~ we ~~reach~~believe ~~an agreement relating to a specific target business,~~ we ~~may~~are ~~fail~~also toimproving ~~complete~~ our ~~initial~~ability ~~business~~to ~~combination~~support ~~for any number of reasons including those beyond~~ our ~~control.~~service ~~Any~~provider ~~such~~partners ~~event will~~and ~~result~~protect ~~in a loss to us of~~ the ~~related~~long-term ~~costs incurred which could materially adversely affect subsequent attempts to locate and acquire~~interests orof ~~merge~~our ~~with another business~~stockholders. IfWe weinvest ~~are~~in ~~unable to complete~~ our ~~initial~~employees ~~business~~through ~~combination,~~benefits ~~our~~and ~~public~~various ~~shareholders~~health ~~may~~and ~~receive~~wellness ~~only approximately~~initiatives ~~$10.20 per share on the liquidation of our trust account~~ and ~~our~~offer ~~rights~~competitive ~~will expire worthless. In certain circumstances,~~compensation ~~our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us~~packages, ~~the~~ensuring ~~proceeds~~fairness ~~held~~ in ~~the~~internal ~~trust~~compensation ~~account could be reduced and the per-share redemption amount received by shareholders may be less than $10~~practices.~~20 per share” and other risk factors in this section.~~

WeGovernment may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.Regulations

IfOur we

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