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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~☒ Annual Report Pursuant to Section 13 or 15~~(dMark One) ~~of the Securities Exchange Act of 1934~~

~~For the~~☒ ~~year~~ANNUAL ~~ended~~REPORT ~~December~~PURSUANT ~~31,~~TO ~~2024~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~☐ TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~fiscal TOyear ~~SECTION~~ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2025

~~For the transition period from to~~ or

~~Commission File~~☐ ~~Number~~TRANSITION ~~001-41574~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ________to__________

~~ALPHAVEST~~Commission ~~ACQUISITION~~file ~~CORP~~number 001-41574

~~(Exact~~AMC ~~name~~ROBOTICS ~~of registrant as specified in its charter)~~CORPORATION

Cayman Islands		N/A (00-0000000)
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)
205 W. 37th Street New York, NY 10018		N/A
(Address of principal executive offices)		(zip code)

(Exact Name of Registrant as Specified in its Charter)

203-998-5540

Delaware		41-3041844
(State of Incorporation)		(I.R.S. Employer ID No.)

~~(Issuer’s~~12 ~~Telephone~~East ~~Number~~49th Street, ~~Including Area Code)~~Suite 1805

New York, New York 10017

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (734) 709-5127

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading ~~Symbols~~Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one ordinary share and one right	ATMVU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	AMCI	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	ATMV	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	ATMVR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: ~~None~~

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ~~Exchange~~Securities Exchange Act ~~of 1934~~ during the ~~past~~preceding 1512 months (or for such shorter period that the registrant was required to file such reports), and (2) has been ~~subject~~ subject to such filing ~~requirement~~requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 1512 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit ~~report~~reports. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☒☐ No ☐☒

The ~~aggregate~~ ~~market~~registrant ~~value~~consummated ofits ~~the~~initial ~~Registrant’s~~business ~~ordinary~~combination ~~shares~~in ~~outstanding,~~December ~~other~~2025. ~~than shares held by persons who may be deemed affiliates of the Registrant~~Accordingly, ~~as of~~ the ~~last~~combined ~~day of the Registrant~~company’s securities ~~most~~were ~~recently~~not ~~completed~~publicly ~~second~~traded ~~fiscal~~at ~~quarter~~that ~~was $58,622,752~~time.

As of April 1420, ~~2025~~2026, ~~there were 3~~22,~~854~~595,~~856~~363 ~~ordinary~~ shares, ~~par~~of ~~value~~the ~~$0.0001~~registrant’s ~~issued~~Common ~~and~~Stock were outstanding.

~~CAUTIONARY~~DOCUMENTS ~~NOTE~~INCORPORATED ~~REGARDING~~BY ~~FORWARD-LOOKING STATEMENTS~~REFERENCE

This annual report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange ActNone. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to our:

● our ability to complete our initial business combination; ● our expectations around the performance of the prospective target business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; ● our potential ability to obtain additional financing to complete our initial business combination; ● the ability of our officers and directors to generate a number of potential acquisition opportunities; ● our public securities’ potential liquidity and trading; ● the lack of a market for our securities; ● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; ● the trust account not being subject to claims of third parties; or ● our financial performance following our Initial Public Offering.

The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section of this Form 10-K entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments in subsequent periods.

ALPHAVEST ACQUISITION CORP

FORM 10-K

TABLE OF CONTENTS

PART I			1
~~Item 1.~~	Item 1.	Business.	1
~~Item 1A.~~	Item 1A.	Risk Factors.	107
~~Item 1B.~~	Item 1B.	Unresolved Staff Comments.	6223
~~Item 1C.~~	Item 1C.	Cybersecurity	6223
~~Item 2.~~	Item 2.	~~Properties.~~Property	6225
~~Item 3.~~	Item 3.	Legal Proceedings.	6225
~~Item 4.~~	Item 4.	Mine Safety Disclosures.	6225
PART II			63
~~Item 5.~~	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6326
~~Item 6.~~	Item 6.	[Reserved].	6426
~~Item 7.~~	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	6427
~~Item 7A.~~	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	6839
~~Item 8.~~	Item 8.	Financial Statements and Supplementary Data.	6840
~~Item 9.~~	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	6841
~~Item 9A.~~	Item 9A.	Controls and Procedures.	6841
~~Item 9B.~~	Item 9B.	Other Information.	6842
~~Item 9C.~~	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	6842
PART III			69
	Item 10.	Directors and Executive Officers of the Registrant	42
Item 10.		Directors, Executive Officers and Corporate Governance.	69
	Item 11.	Executive Compensation	46
Item 11.		Executive Compensation.	76
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	77
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 13.		Certain Relationships and Related Transactions, and Director Independence.	78
	Item 14.	Principal Accounting Fees and Services	59
Item 14.		Principal Accountant Fees and Services.	81
PART IV
~~Item 15.~~	Item 15.	~~Exhibit~~Exhibits and, Financial Statement Schedules.	8260
~~Item 16.~~	Item 16.	Form 10-K Summary.	8360

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated or the context otherwise requires, as used in this Annual Report on Form 10-K:

	●	“AMC Washington” means AMC Corporation, a Washington corporation and wholly-owned subsidiary of the Company since the consummation of the Business Combination;

	●	“Business Combination” means the Domestication, Merger and the other transactions contemplated by the Business Combination Agreement and the other agreements entered into by AMC Washington and AlphaVest Acquisition Corp (“AlphaVest”, “AlphaVest Acquisition Corp” or “SPAC”) in connection with the Business Combination;

	●	“Business Combination Agreement” means the Business Combination Agreement, by and among AlphaVest, AMC Washington and Merger Sub;

	●	“Bylaws” means the bylaws of the Company;

	●	“Charter” means the certificate of incorporation of the Company;

	●	“Closing” means the closing of the Business Combination;

	●	“Closing Date” means December 9, 2025, the date on which the Closing occurred;

	●	“Code” means the Internal Revenue Code of 1986, as amended;

	●	“Common Stock” means shares of common stock, par value $0.0001 per share, of the Company;

	●	“Company”, “AMC,” “we,” “us”, “our” or other similar phrases means AlphaVest Acquisition Corp, a Cayman Islands exempted company, prior to the Business Combination and AMC Robotics Corporation, a Delaware corporation, after the Business Combination;

	●	“DGCL” means the Delaware General Corporation Law, as amended;

	●	“Domestication” means the deregistration of AlphaVest as an exempted company in the Cayman Islands and the transfer by way of continuation of AlphaVest as a Delaware corporation, as part of the Business Combination;

	●	“Exchange Act” means the Securities Exchange Act of 1934, as amended;

	●	“Founder Shares” means the shares of common stock of AlphaVest acquired by certain of the Selling Securityholders prior to AlphaVest’s initial public offering which became shares of Common Stock upon the Domestication;

	●	“GAAP” means generally accepted 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;

	●	“Merger” means the merger of Merger Sub with and into AMC Washington on the Closing Date, with AMC Washington being the surviving corporation of the Merger and becoming 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 800,000 shares of Common Stock at $10.00 per share for aggregate gross proceeds of $8,000,000 consummated simultaneously with the Closing 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.

Table of Contents

FORWARD-LOOKING STATEMENTS

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 Annual Report on Form 10-K 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 Annual Report on Form 10-K, 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 result, are subject to risks and uncertainties. You should read statements that contain these words carefully because they:

	●	discuss future expectations;

	●	contain projections of future results of operations or financial condition; or

	●	state other “forward-looking” information.

All 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 Annual Report on Form 10-K or to reflect the occurrence of unanticipated events.

There may be events in the future that the Company is not able to predict accurately or over which it has no control. The section in this Annual Report on Form 10-K entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this Annual Report on Form 10-K provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by the Company in such forward-looking statements. These examples include:

	●	the Company’s inability to raise sufficient capital to execute its business plan;

	●	the size, demands and growth potential of the markets for the Company’s products and services and the Company’s ability to serve those markets;

	●	the degree of market acceptance and adoption of the Company’s products and services;

	●	the Company’s ability to attract and retain customers;

	●	the Company’s success in retaining or recruiting officers, key employees or directors;

	●	the impact of the regulatory environment and complexities with compliance related to such environment; and

	●	factors relating to the business, operations and financial performance of the Company and its subsidiaries.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other risk factors included herein. Forward-looking statements reflect current views about the Company’s plans, strategies and prospects, which are based on information available as of the date of this Annual Report on Form 10-K. Except to the extent required by applicable law, the Company undertakes no obligation (and expressly disclaims any such obligation) to update or revise the forward-looking statements whether as a result of new information, future events or otherwise.

Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not place undue reliance on those statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K.

iii

Table of Contents

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business

~~In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to AlphaVest Acquisition Corp.~~Overview

~~General~~AMC’s mission is to make the world a safer place through the use of high-quality, affordable and accessible vision AI technology. The Company currently sells smart hardware products designed for residential and commercial use, including smart cameras, driving recorders, action cameras and Retina K cameras. As of the date of this report, AMC’s operations are primarily focused on the sale of hardware products, and it does not currently provide integrated security products or subscription-based services directly to end users.

~~AlphaVest~~In ~~Acquisition~~addition ~~Corp~~to isits acurrent ~~blank~~product ~~check company incorporated on January 14~~offerings, ~~2022,~~AMC asis ain ~~Cayman~~the ~~Islands~~early ~~exempted~~stages ~~company~~of ~~for~~developing ~~the~~additional ~~purpose~~hardware ofproducts ~~effecting a~~and ~~merger,~~technology ~~share exchange~~capabilities, including ~~asset~~IoT-enabled ~~acquisition~~devices, ~~share~~AI-based ~~purchase~~features, ~~reorganization~~wearable ordevices ~~similar~~and ~~business~~AI ~~combination with one or more businesses (a “Business Combination”)~~robotics. WeThese ~~may~~initiatives ~~pursue~~are anintended ~~acquisition~~to orsupport apotential future ~~business~~applications ~~combination~~across ~~with~~commercial aand ~~target~~industrial inuse ~~any~~cases; ~~business~~however, orsuch ~~industry that~~products ~~can benefit from the expertise~~ and capabilities ofremain ~~our~~under ~~management~~development ~~team. Our efforts in identifying prospective target businesses~~and ~~will~~have not beyet ~~limited~~been tocommercialized. aOur ~~particular~~goal ~~geographic~~is ~~region, although we intend~~ to ~~primarily~~make ~~focus~~the onworld ~~businesses~~a insafer ~~Asia~~place. WeThrough ~~have~~the ~~generated no~~use ~~revenues~~of tohigh-quality, ~~date~~affordable and weaccessible vision doAI ~~not~~technology, ~~expect that~~ we ~~will~~strive ~~generate~~to ~~operating~~help ~~revenues~~save atlives, ~~the~~empower ~~earliest~~businesses ~~until~~to wesucceed ~~consummate our Business Combination. The Company is an early stage~~ and ~~emerging~~ultimately ~~growth~~make ~~company and, as such,~~ the ~~Company~~world isa ~~subject~~safer ~~to all of the risks associated with early stage and emerging growth companies~~place.

On February 7, 2022, our AlphaVest Holding, LP (our “Sponsor”) acquired 1,725,000 Ordinary Shares (the “Founders Shares”) for an aggregate purchase price of $25,000, which represented 20% of our issued and outstanding shares after our initial public offering (as defined below). On April 18, 2023, the Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited.Products

WeAs ~~also~~evidenced ~~issued~~by ~~an aggregate of 125,000 Founder Shares to EarlyBirdCapital, Inc. (~~the ~~“EBC~~award-winning ~~Founder Shares~~“YI”) onbrand ~~July~~that ~~11,~~we ~~2022 for an aggregate purchase price of $1~~sell,~~750.~~ ~~The~~we ~~EBC~~are ~~Founder~~seeking ~~Shares were deemed~~ to be ~~underwriters’~~a ~~compensation~~leader byin ~~FINRA pursuant to Rule 5110 of~~ the ~~FINRA~~research ~~Manual.~~and ~~The~~development ~~EBC Founder Shares cannot be sold, transferred or assigned (except to the same permitted transferees~~of asvideo ~~the~~imaging ~~Founder Shares~~ and ~~provided~~vision ~~the~~technologies ~~transferees~~for ~~agree~~enterprise ~~to the same terms~~ and ~~restrictions~~consumer ~~as the permitted transferees of the Founder Shares must agree to, each as described herein) until the consummation of an initial business combination~~applications.

AsAMC’s ofprimary ~~the~~products ~~year~~are ~~ended~~security ~~December~~cameras ~~31,~~sourced ~~2024,~~from ~~the~~suppliers ~~Company~~in ~~had~~Asia ~~not~~and ~~yet~~distributed ~~commenced~~through ~~any~~e-commerce ~~operations.~~platforms ~~All~~across ~~activity for~~ the ~~year~~United ~~ended December 31~~States, ~~2024~~ ~~relates~~Canada toand ~~the~~Europe. ~~Company~~AMC’s ~~formation~~product ~~and~~portfolio ~~the~~includes ~~initial~~cameras ~~public~~designed ~~offering~~for ~~(the~~residential ~~“Initial~~homes ~~Public Offering” or “IPO”)~~ and ~~identifying~~small abusinesses, ~~target~~such ~~for~~as ~~a Business Combination. The Company will not generate any operating revenues until after~~ the ~~completion~~YI ofDome ~~its Business Combination~~Guard, atHome ~~the~~Camera ~~earliest.~~and ~~The~~Outdoor ~~Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering~~Camera. ~~The Company has selected December 31 as its fiscal year end.~~

~~The~~AMC ~~registration~~intends ~~statement~~to ~~for~~expand ~~the~~its ~~Company’s~~product ~~Initial~~offering ~~Public~~in ~~Offering was declared effective on December 19, 2022 (~~the ~~“Registration Statement”).~~future ~~On December 22, 2022 the Company consummated the Initial Public Offering of 6,000,000 units (the “Units” and, with respect~~ to ~~the~~include ~~shares~~additional ofAI-based ~~Ordinary~~intelligent ~~Shares~~devices ~~included~~such inas ~~the~~wearable ~~Units sold~~devices, ~~the “Public Shares”), at $10.00 per Unit,~~including ~~generating~~AI ~~gross proceeds of $60~~glasses,~~000,000.~~ ~~Unit~~drones ~~consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”)~~ and ~~one~~AI ~~right (the “Rights”)~~robots, ~~with~~as ~~each~~well ~~Right~~as ~~entitling~~related ~~the~~functionality ~~holder thereof to receive one-tenth of one Ordinary Share. Additionally, on December 29, 2022, the underwriters fully exercised the over-allotment option~~ and ~~the~~features ~~closing~~for ofthese ~~the issuance and sale of the additional Units~~products. ~~The total aggregate issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $9,000,000.~~

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of private sale of 365,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, and 25,000 Private Placement Units to EarlyBirdCapital, Inc. (“EBC”) generating gross proceeds to the Company of $3,900,000. In connection with the underwriter’s exercise of their over-allotment option, on December 29, 2022, the Company sold 7,904 Private Placement Units to the Sponsor, at a purchase price of $10.00 per Private Purchase Unit, and an additional 2,596 Private Placement Units to EBC, at a purchase price of $10.00 per Private Purchase Unit, generating additional gross proceeds to the Company of $405,000.Sales

AMC has two primary revenue streams: (1) product sales, including sales through e-commerce platforms and to related parties, and (2) revenue sharing arrangements with its related party, Kami, related to cloud-based services and intelligent information services, including video storage, image analysis and alert and detection functionalities.

With respect to its product sales, AMC historically sold its products through Amazon across the United States, Canada, and Europe. The Amazon online stores for the respective regions operated under the entities Ants, Shanghai Xiaoyun Technology Limited (“Xiaoyun”), and Kunshan Yishijue Technology Limited (“Yishijue”). These entities authorized AMC to utilize their Amazon accounts free of charge for a duration of five years, starting from October 21, 2021 and expiring on October 20, 2026 (hereinafter referred to as the “Authorization Agreement”).

Ants is 95% owned by Mr. Da. Until April 2022, revenues collected from Amazon customers were paid into Ants’ virtual bank account on PingPong, a cross-border payments platform. However, commencing in April 2022, AMC acquired control of the payments platform and revenues are now paid directly to AMC. Effective as of January 9, 2025, the ownership of Amazon store North America has been successfully transferred to AMC from Ants.

Yishijue has no business operations other than owning an Amazon online store in Europe. Xiaoyun was founded to provide services for patent applications and intellectual property management. There are two nominal individuals who hold shares of Yishijue and Xiaoyun on behalf of Mr. Da and Mr. Da controls the primary economic activities of Yishijue and Xiaoyun, such as the authorization or transfer of the Amazon stores to AMC.

Historically, Xiaoyun and Yishijue operated as variable interest entities (“VIEs”) and assumed the associated risks and rewards, making AMC the primary beneficiary. AMC did not own any equity interests in the VIEs. Instead, AMC was regarded as the primary beneficiary of the VIEs for accounting purposes and consolidated 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 agreed to 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 were successfully transferred to AMC, Xiaoyun and Yishijue would no longer be VIEs. However, in December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue.

AMC does not currently generate revenue from directly providing software solutions or subscription-based services. Instead, the Company earns revenue through (i) product sales and (ii) revenue-sharing arrangements with related-party service providers, including Kami, which provide cloud-based services such as video storage and related functionality to end users.

~~Of the~~Table ~~proceeds the Company received from the Initial Public Offering and the sale~~ of the Private Placement Units, $ 70,380,000 ($10.20 per public share) was initially deposited into a U.S.-based trust account at Bank of America with American Stock Transfer & Trust Company, acting as trustee, with approximately $550,000 being used to pay fees and expenses in connection with the closing of the Initial Public Offering, including underwriting commissions, and an estimated $650,000 being available for working capital following the Initial Public Offering. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement 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 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 24 months from the closing of our Initial Public Offering (or up to 33 months, if we extend the time to complete a business combination) 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 24 months from the closing of our Initial Public Offering (or up to 33 months, if we extend the time to complete a business combination), subject to applicable law.Contents

OnWith ~~August~~respect ~~11,~~to ~~2023~~Kami, ~~the~~AMC ~~Company~~has entered into a ~~business~~revenue-sharing ~~combination~~ agreement ~~(the~~pursuant “Business Combination Agreement”) with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of AlphaVest (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”). Pursuant to ~~the~~which ~~terms~~AMC ofreceives ~~the Business Combination Agreement,~~ a ~~business~~percentage ~~combination between the Company and Wanshun will be effected through the merger~~ of ~~Merger~~revenues ~~Sub~~generated ~~with~~from ~~and into Wanshun, with Wanshun surviving~~ the ~~merger~~services ~~as a wholly owned subsidiary of the Company~~provided. The ~~Board~~revenue-share ~~has~~schedule ~~unanimously~~is ~~(i)~~as approved and declared advisable the Business Combination Agreement and the related transactions and (ii) resolved to recommend the approval and adoption of the Business Combination Agreement and the related transactions to the shareholders of the Company.follows:

At an extraordinary general meeting of shareholders held on December 21, 2023 (the “Meeting”), the Company adopted the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Second Amended and Restated Memorandum and Articles of Association”) reflecting the extension of the date by which the Company must consummate a business combination from December 22, 2023 (the “Termination Date”) up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each (each an “Extension”) up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not occurred). The Company also entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of December 19, 2022, with Continental Stock Transfer & Trust Company (as amended, the “Trust Agreement”). Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from the Termination Date up to ten (10) times, with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024 by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly extension (the “Extension Payment”) until December 22, 2024 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.

Annual subscription periods	Percentage basis
	Inception through June 30, 2025	From July 1, 2025 Onwards
First year during which an end user starts the cloud service subscription from Kami	30%	30%
Second year during which an end user continues the cloud service	15%	30%
Third year and thereafter during which an end user continues the service subscription from Kami	0%	30%

InAMC ~~connection~~recognizes ~~with~~its ~~the~~revenue ~~shareholders’~~share ~~vote~~when atKami ~~the~~receives ~~Meeting,~~subscription ~~holders~~payments offrom ~~2,174,171~~users ~~Ordinary~~acquired ~~Shares~~through ofAMC’s ~~the~~camera ~~Company~~sales. ~~exercised their right~~The toagreement ~~redeem~~includes ~~such~~standard ~~shares~~commercial ~~(the~~terms, ~~“Redemption”)~~service ~~for~~obligations, aand ~~pro~~confidentiality ~~rata~~provisions. ~~portion~~The ofagreement ~~the~~also ~~funds~~contains provisions ~~held~~for intermination ~~the~~by ~~Trust~~either ~~Account.~~party Aswith a ~~result,~~notice ~~approximately $~~period ~~23,282,935.83~~of ~~(approximately~~30 ~~$10~~days.71 ~~per~~For ~~share)~~the ~~was~~fiscal ~~removed~~years ~~from~~ended ~~the~~December ~~Trust~~31, ~~Account~~2025 toand ~~pay~~2024, Kami ~~such~~accounted ~~holders~~for approximately 48% and ~~approximately~~27% ~~$50~~of AMC’s revenue,~~608~~ respectively,~~334.49 remains~~ inand ~~the~~represented ~~Trust~~78 ~~Account.~~% ~~Following~~and ~~the~~68% ~~Redemption,~~of ~~the~~its ~~Company~~accounts receivable ~~has~~at 7December 31,~~006,329~~ ~~Ordinary~~2025 ~~Shares~~and ~~outstanding~~2024, respectively.

OnAMC ~~December~~recognizes ~~21,~~revenue ~~2023,~~from ~~the Company exercised~~ its ~~first~~revenue-sharing ~~extension~~arrangements bywhen ~~depositing $165,000 into~~ the ~~Trust~~underlying ~~Account~~service toprovider ~~extend~~earns ~~the~~and ~~deadline~~collects toconsideration from ~~complete~~end ~~the~~users ~~business~~or ~~combination~~third-party ~~from~~platforms ~~December~~associated ~~22,~~with ~~2023~~the toCompany’s ~~March 22, 2024~~products. ~~Also~~For oncloud-based ~~December~~subscription 21services, ~~2023,~~revenue ~~the Company entered into a non-interest~~is ~~bearing~~recognized ~~promissory~~when ~~note with~~ the ~~Sponsor~~service ~~for~~provider ~~$165,000,~~receives ~~which~~subscription ~~was~~payments ~~used~~from tousers ~~fund~~referred by the ~~first extension~~Company. ~~The~~For ~~Company~~intelligent ~~subsequently exercised~~information ~~the~~service ~~remaining~~arrangements, ~~nine~~revenue ~~one-month~~is ~~extensions~~recognized bywhen ~~depositing~~Kami ~~$55,000~~generates ~~per~~monetization ~~one-month~~revenue ~~extension~~from ~~into~~third-party ~~the~~platforms ~~Trust Account, extending the deadline~~and toreports ~~complete~~ the ~~business~~Company’s ~~combination~~contractual ~~to December 22, 2024~~share.

Platforms

The Company is in the early stages of developing next-generation technology platforms intended to enhance the functionality of its hardware products. These platforms are expected to incorporate AI-based capabilities, including data processing, application interfaces and improved user interaction features. However, these platforms are still under development and are not currently commercially available.

Technology Advantages

The Company is evaluating certain technologies that may differentiate its products from competing solutions, including:

	●	Dual Chip Design – A multi-processor architecture designed to enable switching between performance and low-power modes, which may improve power efficiency and battery life.
	●	Artificial Intelligence Capabilities – The use of machine learning, natural language processing, computer vision, and predictive analytics to support functionalities such as monitoring, automation, and data analysis. These capabilities are expected to be supported primarily by third-party technologies.
	●	Third-Party AI Integration – The integration of external AI components, such as pre-trained models and software libraries, to support system functionality and scalability.
	●	22nm Semiconductor Design – A chip design based on a 22nm process that may provide cost efficiencies, improve thermal performance, and reduced current leakage.
	●	Edge Computing (Under Evaluation) – The Company is assessing technologies that enable data processing at or near the device level to potentially reduce latency; however, no active development initiatives are currently in place.
	●	Interface and System Enhancements – The Company is evaluating improvements in hardware and software interfaces, including compatibility with external systems and applications, to enhance usability.

~~On December~~Table ~~18, 2024, the Company held a special meeting, at which time the Company adopted an Amendment to the Second Amended and Restated Memorandum and Articles~~ of Association, as amended, reflecting (i) the extension of the date by which the Company must consummate a business combination from the Termination Date up to nine (9) Extensions comprised of one month each up to September 22, 2025 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering for a total of nine (9) months after the Termination Date (assuming a business combination has not occurred) and (ii) the deletion of the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.Contents

~~As of the date of this filing, an aggregate of $880,000 was deposited into~~Strategy ~~trust~~& ~~account to extend the business combination period to April 22, 2025.~~Positioning

~~Since~~We ~~our~~intend ~~IPO,~~to maintain our ~~sole~~market ~~business~~position ~~activity~~and ~~has~~expand ~~been~~into ~~identifying~~new market opportunities by continuing to develop and ~~evaluating~~deploy ~~suitable~~innovative ~~acquisition~~technologies and ~~transaction~~by ~~candidates~~expanding our ecosystem of partners. Our key go-to-market strategies include:

~~Our~~Narrow ~~Management~~Targeted ~~Team~~Niche

~~For~~The Company focuses on a targeted niche market characterized by specific application requirements, which allows it ~~more~~to ~~information~~tailor its hardware and software solutions to those use cases. By concentrating on defined customer segments and limited functionality, the ~~experience~~Company seeks to differentiate its offerings through customization, cost efficiency, and ~~background~~integration ofwith ~~our~~third-party ~~management~~technologies. Larger ~~team~~technology providers may prioritize broader, ~~see~~mass-market ~~the~~applications, ~~section~~and ~~entitled~~as ~~“Management~~a result may not focus on specialized use cases targeted by the Company.”

~~Business Strategy~~Focus

We ~~will~~ seek to ~~capitalize~~solve ononly ~~the~~one ~~strength~~or oftwo ~~our~~core ~~management~~user ~~team.~~needs ~~Our~~within ~~team~~the ~~consists~~niche ofusing ~~experienced~~affordable ~~financial~~hardware ~~services, accounting,~~ and ~~legal~~ ~~professionals,~~scalable ~~and senior operating executives of companies operating in multiple jurisdictions~~manufacturing. ~~Collectively,~~By ~~our~~focusing ~~officers~~on ~~and~~these ~~directors~~needs, ~~have~~we ~~decades of experience in mergers and acquisitions and in operating companies. We~~ believe ~~that~~we ~~their~~can ~~prior~~maximize ~~accomplishments and~~our ~~current~~position ~~activities will be critical~~ in ~~identifying attractive acquisition opportunities, and that, in turn,~~ the ~~businesses that we identify will be able to benefit from accessing the U~~market.~~S. capital markets and the expertise and network of our management team. However, there is no assurance that we will complete an initial business combination.~~

~~There~~Invest ~~is no restriction on the geographic location of the targets that we can pursue, although we intend to initially focus on target businesses~~ in ~~Asia.~~Our In particular, we intend to focus our search for an initial business combination target on private companies in Asia that have compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets.Platforms

AsThe anCompany ~~emerging~~is ~~market,~~evaluating ~~Asia~~the ~~has~~development ~~experienced~~of ~~remarkable~~software ~~growth.~~functionality ~~The~~intended ~~Asian~~to ~~economy~~enhance ~~has~~the ~~experienced~~performance ~~sustained~~and ~~expansion~~usability inof ~~recent~~its ~~years.~~hardware Weproducts, ~~believe~~including ~~that~~features ~~Asia~~related isto ~~entering~~video ~~a new era of economic growth~~processing, ~~which~~data wemanagement ~~expect~~and ~~will~~user ~~result~~interface ~~in attractive initial business combination opportunities for us~~improvements. WeAt ~~believe~~this time, the ~~growth~~Company ~~will~~does ~~primarily~~not beoperate a ~~driven~~standalone byplatform ~~private~~and ~~sector~~any ~~expansion,~~such ~~technological~~capabilities ~~innovation,~~remain ~~increasing~~in ~~consumption by~~ the ~~middle~~early ~~class,~~stages ~~structural~~of ~~economic~~assessment and ~~policy reforms and demographic changes, particularly in China~~development.

~~Acquisition~~The ~~Criteria~~Company may invest in expanding product features and related technology capabilities for its camera products in residential and commercial markets. As vision AI technologies continue to evolve and more devices become connected, the Company intends to explore opportunities to integrate its products with third-party systems and applications; however, these initiatives are preliminary and there can be no assurance as to their timing or successful implementation.

~~Our~~Channel 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.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.

●Table Strong Management Team that Can Create Significant Value for Target Business. We will seek to identify companies with strong and experienced management teams that will complement the operating and investment abilities of our management team. We believe we can provide a platform for the existing management team to leverage the experience of our management team. We also believe that the operating expertise of our management team is well suited to complement many potential targets’ management teams. ● Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. ● 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.Contents

~~These~~AMC ~~criteria~~does do not ~~intend~~currently todevelop besoftware ~~exhaustive.~~or ~~Any~~technology ~~evaluation~~features ~~relating~~internally. toAny ~~the~~software ~~merits~~functionality ofassociated awith ~~particular~~its ~~initial~~products ~~business~~is ~~combination may be based,~~provided toby ~~the~~third-party ~~extent~~partners ~~relevant,~~or onservice ~~these general guidelines as well as other considerations, factors, and criteria that our Sponsor and management team may deem relevant~~providers.

~~Initial~~Research ~~Business~~and ~~Combination~~Development

We ~~will~~invest ~~have~~resources upin toresearch 24and ~~months~~development ~~from the closing of our Initial Public Offering~~ to ~~consummate~~enhance ~~an initial business combination. However, if we anticipate that we may not be able to consummate~~ our ~~initial~~platforms ~~business combination within 24 months, we may, by resolution of our Board of Directors~~ and ~~if requested by our Sponsor~~applications, ~~extend~~support ~~the period of time we will have to consummate an initial business combination up to nine times, each by an additional one month (for a total of up to 33 months from the closing of~~ our ~~Initial~~technology ~~Public Offering)~~infrastructure, ~~provided~~develop ~~that,~~new ~~pursuant~~capabilities ~~to the terms of our Second Amended~~ and ~~Restated~~conduct ~~Memorandum~~quality ~~and~~assurance Articles of Association, as amended, and the Trust Agreement, entered into between us and Continental Stock Transfer & Trust Company on December 19, 2022, as amended on December 21, 2023, 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 $55,000 for each month in an extension, on or prior to the date of the applicable deadlinetesting. ~~Our~~We ~~public~~expect ~~shareholders will not be entitled~~ to ~~vote~~invest ~~or redeem their shares~~ in ~~connection~~continued ~~with~~research ~~any~~and ~~such~~development ~~extension.~~efforts ~~In the event that our Sponsor elects~~ to ~~extend~~expand the ~~time to complete an initial business~~ ~~combination,~~capabilities ~~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 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 sotechnology. InOur ~~the~~research ~~event~~and ~~that we~~development ~~receive notice from our Sponsor five days prior to the applicable deadline~~ of ~~their~~new ~~intent~~products toand ~~effect~~services anis ~~extension, we intend to issue~~ a ~~press~~multidisciplinary ~~release~~effort ~~announcing~~across 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~~product ~~are unable to consummate our initial business combination within such time period~~management, weprogram ~~will~~management, assoftware ~~promptly as possible but not more than 10 business days thereafter~~engineering, ~~redeem~~device ~~100% of our outstanding public shares for a pro rata portion of the funds held in the trust account~~engineering, ~~including~~ aquality ~~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~~engineering, ~~and~~configuration ~~then~~management ~~seek to dissolve~~ and ~~liquidate.~~network ~~However, we may not be able to distribute such amounts as a result of claims of creditors~~operations ~~which may take priority over the claims of our public shareholders~~teams. ~~In the event of our dissolution and liquidation, the Private Placement Units will expire and be worthless.~~

AMC is evaluating research and development initiatives primarily focused on robotics-related technologies and enhancements to its hardware products. These efforts are at an early stage and are intended to support potential future product development and innovation.

The Company’s research and development activities are limited in scope and primarily consist of evaluating design concepts, engaging with third-party partners and assessing potential technologies. The Company has not yet committed to a definitive development timeline or commercialization plan, and there can be no assurance as to the timing or successful implementation of these initiatives.

Foreign Operations

To date, AMC’s business is mainly located in the United States. However, it sells products 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 historically benefited from its partnerships with Xiaoyun and Yishijue, which are headquartered and operated in China. However, in December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue.

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 products 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 products 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 products 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.

~~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~~Our ~~net~~Intellectual proceeds of our Initial Public Offering and the sale of the Private Placement 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.Property

InThe ~~addition,~~Company wehas ~~may~~filed becertain ~~required~~patent toand ~~obtain~~trademark ~~additional~~applications ~~financing~~related ~~in connection with the closing of our initial business combination~~ to ~~be used~~its ~~following~~technology ~~the~~and ~~closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans~~branding, ~~advances~~which orare ~~other indebtedness~~ in ~~connection~~various ~~with~~stages ~~our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation~~ of ~~our~~review ~~Initial~~and ~~Public~~approval, ~~Offering.~~and ~~Subject~~there tocan ~~compliance~~be ~~with~~no ~~applicable~~assurance ~~securities~~that ~~laws,~~any ~~we would only complete~~ such ~~financing~~applications ~~simultaneously with~~will ~~the~~be ~~completion of our initial business combination~~granted. WeThe ~~have~~Company’s ~~granted~~ability ~~EBC~~to acompete ~~right of first refusal under certain circumstances for~~depends ~~a period commencing from the consummation of our Initial Public Offering until the consummation of our initial business combination (or the liquidation of the trust account~~ in ~~the~~part ~~event~~on ~~that~~its weability ~~fail~~ to ~~consummate~~protect ~~our~~its ~~initial~~proprietary ~~business~~technology ~~combination~~and ~~within~~intellectual ~~the~~property ~~prescribed time period) to act as book running manager~~rights, ~~placement agent~~ and~~/or~~ ~~arranger~~it ~~for~~relies ~~all~~on ~~financings~~a ~~where we seek to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with an initial business~~ combination. ~~We are otherwise not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale~~ of ~~securities or otherwise. None~~patent, oftrademark, ~~our~~copyright ~~Initial~~and ~~Shareholders~~trade ~~are~~secret ~~required~~laws, toas ~~provide~~well ~~any~~as ~~financing~~license toagreements, usconfidentiality inagreements ~~connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs~~ and ~~transaction costs~~other incontractual ~~connection with our search for and completion of our initial business combination~~protections.

Our ~~Acquisition~~Human ~~Process~~Capital Resources

WeThe ~~intend~~Company tohas ~~utilize~~a ~~the~~limited ~~expertise~~number of ~~our~~full-time ~~managements’~~employees ~~respective~~and ~~platforms~~engages tooutsourced ~~evaluate~~contractors ~~potential~~to ~~targets’~~support ~~strengths,~~its ~~weaknesses~~operations, including sales and marketing and togeneral ~~identify~~and ~~the~~administrative ~~relative~~functions. ~~risk~~The Company also engages consultants and ~~return~~temporary ~~profile~~personnel from time to time. None of ~~any~~the ~~potential~~Company’s ~~target~~employees ~~for~~is ~~our~~covered ~~initial~~by ~~business~~collective ~~combination~~bargaining agreements, and management considers its relationships with its personnel to be good.

~~Each~~We ofbelieve ~~our~~attracting, ~~officers~~motivating and ~~directors~~retaining ~~presently~~talent ~~has~~at ~~contractual~~all ~~obligations~~levels tois ~~other~~critical ~~entities,~~to ~~and~~continue ~~any~~our ofsuccess. ~~them~~By inimproving ~~the~~employee ~~future may have additional~~retention ~~fiduciary~~and orengagement, ~~contractual~~we ~~obligations~~believe towe ~~other~~are ~~entities~~also ~~including~~improving ~~other~~our ~~special~~ability ~~purpose acquisition companies, or “SPACs” pursuant~~ to ~~which~~support ~~such~~our ~~officer~~service orprovider ~~director~~partners isand orprotect ~~will~~the belong-term ~~required to present an initial business combination opportunity. Accordingly,~~interests ~~if any~~ of our ~~officers~~stockholders. orWe ~~directors~~invest ~~becomes~~in ~~aware~~our ofemployees anthrough ~~initial~~benefits ~~business~~and ~~combination~~various ~~opportunity~~health ~~which~~and iswellness ~~suitable~~initiatives ~~for~~and anoffer ~~entity~~competitive ~~to which~~compensation ~~he or she has then-current fiduciary or contractual obligations~~packages, heensuring orfairness ~~she~~in ~~will~~internal ~~honor~~compensation ~~his or her fiduciary or contractual obligations to present such opportunity to such entity~~practices.

~~Our~~Government Second Amended and Restated Memorandum and Articles of Association, as amended, provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.Regulations

Our ~~officers~~business, ~~have~~operations ~~agreed~~and ~~that~~service ~~they~~provider ~~will~~partners ~~not~~are ~~become~~subject anto ~~officer~~various orU.S. ~~director~~federal, ofstate ~~any~~and local consumer protection laws, licensing regulation and other ~~special~~laws ~~purpose~~and ~~acquisition~~regulations, ~~company~~and ~~that~~to ~~has~~similar ~~publicly filed~~laws aand ~~registration~~regulations ~~statement~~in ~~for~~the ~~its~~other ~~initial~~countries ~~public~~in ~~offering~~which ~~unless~~we operate. Compliance with these laws, rules, and ~~until~~regulations wehas ~~enter~~not ~~into~~had a ~~definitive~~material ~~agreement~~effect ~~regarding~~upon our ~~initial business~~capital ~~combination~~expenditures, orresults weof ~~have~~operations ~~failed~~or tocompetitive position. ~~complete~~Nevertheless, ~~our~~compliance ~~initial~~with ~~business~~existing ~~combination~~or ~~within~~future 24governmental ~~months~~regulations, ~~from~~including, ~~the~~but ~~closing~~not oflimited ~~our~~to, ~~Initial~~those pertaining ~~Public~~to ~~Offering~~global ~~(or~~trade, upbusiness toacquisitions, 33consumer ~~months~~protection, ifand wetaxes, ~~extend~~could ~~the~~have ~~time~~a tomaterial ~~complete~~impact anon ~~initial~~our business ~~combination)~~in subsequent periods.

In particular, 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.

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.

We are also subject to certain foreign regulations based on the jurisdictions we operate in, including laws in the PRC such as the PRC Labor Contract Law.

Refer to “Risk Factors” for a discussion of the potential impacts related to the governmental regulations applicable to us.

Corporate Information

AMC Robotics Corporation (formerly known as AlphaVest Acquisition Corp) was incorporated in the Cayman Islands on January 14, 2022. AMC Washington was incorporated under the laws of the State of Washington on October 21, 2021. On December 9, 2025, the parties consummated the Business Combination, including the Domestication of the Company whereby the Company became a Delaware corporation.

Historically, AMC maintained contractual arrangements with Xiaoyun and Yishijue through VIEs, which enabled AMC to control and consolidate their financial results. Under the VIE structure, AMC held effective control over the VIE’s primary economic activities and assumed the associated risks and benefits from the economic rewards through contractual arrangements, making AMC the primary beneficiary for accounting purposes. Through authorization agreements, AMC was able to operate the Amazon store UK and Amazon store Europe free of charge for a duration of 5 years, starting from October 21, 2021, which are owned by Xiaoyun and Yishijue, respectively. Through these contractual arrangements, AMC bore all risks of loss and was entitled to all benefits derived from Yishijue and Xiaoyun. In December 2025, AMC determined that, based on limited transaction volume through these stores, it would transition its sales channel to its own or other third-party platforms and is no longer utilizing the stores from Xiaoyun and Yishijue.

~~Competition~~Table of Contents

InImplications identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of ~~these~~Being entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an ~~advantage~~Emerging inGrowth ~~pursuing~~Company the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and ~~may~~Smaller ~~not~~Reporting ~~be viewed favorably by certain target businesses. This may place us at a competitive disadvantage in successfully negotiating an initial business combination.~~Company

~~Facilities~~We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

WeThe ~~currently~~JOBS ~~maintain~~Act ~~our~~also ~~executive~~provides ~~offices~~that atan ~~205~~emerging Wgrowth 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. ~~37th~~Pursuant ~~Street,~~to ~~New~~the JOBS ~~York~~Act, NYwe ~~10018.~~have ~~The~~elected ~~cost~~to ~~for~~take ~~our~~advantage ~~use~~of the benefits of this ~~space~~extended istransition ~~included~~period ~~in the~~for ~~$10,000~~complying ~~per~~with ~~month~~new ~~fee~~or werevised ~~will~~accounting standards ~~pay~~as torequired ~~our~~when ~~Sponsor~~they are adopted for ~~office~~public ~~space~~companies. As a result, ~~utilities~~our ~~and~~operating ~~secretarial~~results and ~~administrative~~financial ~~services.~~statements Wemay ~~consider~~not ~~our~~be ~~current~~comparable ~~office~~to ~~space~~the ~~adequate~~operating ~~for~~results ~~our~~and ~~current~~financial ~~operations~~statements of other companies who have adopted the new or revised accounting standards.

~~Employees~~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 ~~currently~~are ~~have~~also ~~two~~a ~~officers~~“smaller reporting company,” and dowe ~~not~~will ~~intend~~continue to ~~have~~be ~~any~~a ~~full-time~~“smaller ~~employees~~reporting ~~prior~~company” toif either (i) the ~~completion~~market value of our ~~initial~~stock ~~business~~held ~~combination~~by non-affiliates is less than $250. ~~Members~~0 million as of the last business day of our ~~management~~second ~~team~~fiscal ~~are~~quarter or ~~not~~(ii) ~~obligated~~our toannual ~~devote~~revenue ~~any~~is ~~specific~~less ~~number~~than of$100.0 ~~hours~~million toduring ~~our~~the ~~matters,~~most ~~but~~recently ~~they~~completed ~~intend~~fiscal toyear ~~devote~~and ~~as much~~the market value of ~~their~~our ~~time~~stock held asby ~~they~~non-affiliates ~~deem~~is ~~necessary~~less tothan ~~our~~$700.0 ~~affairs~~million ~~until~~as weof ~~have~~the ~~completed~~last business day of our ~~initial~~second ~~business~~fiscal ~~combination~~quarter. ~~The~~If ~~amount~~we ofare ~~time~~a smaller reporting ~~that~~company ~~any~~at ~~such~~the ~~person~~time ~~will~~we ~~devote~~cease into ~~any~~be ~~time~~an ~~period~~emerging ~~will~~growth ~~vary~~company, ~~based~~we may continue to rely on ~~whether~~exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a ~~target~~smaller ~~business~~reporting ~~has~~company, ~~been~~we ~~selected~~may ~~for~~choose ~~our~~to ~~initial~~present ~~business~~only the two ~~combination~~most recent fiscal years of audited financial statements and ~~the~~only ~~current~~two ~~stage~~years of ~~the~~management’s ~~business~~discussion ~~combination~~and ~~process~~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.

~~Periodic~~Market ~~Reporting~~Price, Ticker Symbols and ~~Financial~~Dividend Information

~~Our~~Market ~~Units,~~Price ~~Ordinary Shares~~ and ~~Rights~~Ticker are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors.Symbols

WeOur ~~will~~Common ~~provide~~Stock ~~shareholders~~is ~~with~~currently ~~audited~~listed ~~financial~~on ~~statements~~Nasdaq ofunder the ~~prospective~~symbol ~~target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business~~“AMCI.” ~~These~~On ~~financial~~April ~~statements may be required to be prepared in accordance with~~10, ~~or be reconciled to~~2026, ~~U.S. GAAP or IFRS, depending on~~ the ~~circumstances~~closing ~~and~~price ~~the historical financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool~~ of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our ~~initial~~Common ~~business combination within~~Stock ~~the~~was ~~prescribed time frame~~$6. ~~While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material~~25.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.Holders

WeAs ~~filed~~of aApril ~~Registration~~20, ~~Statement~~2026, onthere ~~Form~~were ~~8-A with the SEC on December 16~~22,595,363 ~~2022~~shares toof ~~voluntarily~~Common ~~register~~Stock ~~our~~issued ~~securities~~and ~~under~~outstanding ~~Section~~held 12 of ~~the~~record ~~Exchange~~by ~~Act~~36 holders. The Asnumber aof ~~result,~~holders weof ~~will~~record bedoes ~~subject~~not toinclude ~~the~~a ~~rules~~substantially ~~and~~greater ~~regulations~~number ~~promulgated~~of ~~under~~“street ~~the~~name” ~~Exchange~~holders ~~Act.~~or Webeneficial ~~have no current~~holders ~~intention~~whose ofCommon ~~filing~~Stock aare ~~Form~~held 15of torecord ~~suspend~~by ~~our~~banks, ~~reporting~~brokers orand other ~~obligations~~financial ~~under the Exchange Act prior or subsequent to the consummation of our initial business combination~~institutions.

Dividend Policy

We have not paid any cash dividends on our capital 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.

~~We are~~Table ~~an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by 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 404 of 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 approved. 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.Contents

InItem addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards1A. InRisk other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.Factors

WeYou ~~will~~should ~~remain~~carefully anconsider ~~emerging~~the ~~growth~~following ~~company~~risk ~~until~~factors, ~~the~~together ~~earlier~~with all of ~~(1)~~ the ~~last~~other ~~day~~information included elsewhere in this Annual Report on Form 10-K. The value of your investment in the ~~fiscal~~Company ~~year~~will ~~(a)~~be ~~following~~subject to the ~~fifth~~significant ~~anniversary~~risks ofaffecting the Company and inherent to the ~~completion~~industry ofin ~~our~~which ~~Initial~~it ~~Public~~operates. ~~Offering~~The risk factors described below disclose material and other risks, ~~(b)~~are innot ~~which~~intended weto ~~have~~be ~~total~~exhaustive and ~~annual~~are ~~gross~~not ~~revenue~~the ofonly atrisks ~~least~~faced $1by the Company.07 ~~billion,~~Additional orrisks ~~(c)~~not incurrently ~~which~~ known to us or that we ~~are~~currently ~~deemed~~deem to be aimmaterial also ~~large~~may ~~accelerated~~materially ~~filer,~~adversely ~~which~~affect ~~means~~ the ~~market~~business, ~~value~~financial condition, results of ~~our~~operations ~~Ordinary~~and ~~Shares~~cash ~~that~~flows ~~are~~in ~~held~~future byperiods ~~non-affiliates~~of ~~equals~~the orCompany. ~~exceeds~~The ~~$700,000,000~~occurrence asof any of these events could cause the ~~prior~~trading ~~June~~price ~~30th~~of our Common Stock to decline, ~~and~~perhaps ~~(2)~~significantly, ~~the~~and you ~~date~~therefore onmay ~~which~~lose weall ~~have~~or ~~issued~~part ~~more~~of ~~than~~your $1investment.0 ~~billion~~The following discussion should be read in ~~non-~~conjunction with the financial statements ~~convertible~~and ~~debt~~notes ~~during~~to the ~~prior~~financial ~~three-year~~statements ~~period~~included herein.

~~Additionally,~~It ~~we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies~~ may ~~take advantage~~be ofdifficult ~~certain~~to ~~reduced~~evaluate disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ~~Ordinary~~business ~~Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter~~prospects, and ~~(2)~~ our ~~annual~~operating ~~revenues equaled~~results ormay exceeded $100 million during such completed fiscal year or the market value of our Ordinary Shares held by non-affiliates equals or exceeds $700,000,000 as of the end of that year’s second fiscal quarterfluctuate.

~~Legal~~Our ~~Proceedings~~operating results may fluctuate because of a variety of factors, many of which are outside of our control. Fluctuations in our results of operations may be due to a number of factors, including:

~~There is~~● noFluctuations ~~material~~with ~~litigation~~respect to the portion of our revenue attributable to sharing agreement from related party, ~~arbitration~~versus orhardware ~~governmental~~and ~~proceeding~~other ~~currently~~sales; ~~pending~~● ~~against~~fluctuations in demand, including due to seasonality, for our products; ● changes in pricing by us in response to competitive pricing actions; ● the ability of our hardware vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands; ● the timing and success of introductions of new products, products or ~~any~~upgrades ~~members~~by us or our competitors; ● changes in our business and pricing policies or those of our ~~management~~competitors; ~~team~~ ● our ability to control costs, including our operating expenses and the costs of the hardware we purchase; ● the impact of tariffs, trade restrictions, or changes in ~~their~~international ~~capacity~~trade aspolicies, including increased import duties on components or finished goods, which may increase our cost of hardware, disrupt our supply chain, or require us to adjust pricing or sourcing strategies; ● 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 products 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.

We have a history of net losses.

We have a history of net losses. The Company incurred a net loss of $24,817,342 for the year ended December 31, 2025, and had net losses in 2024 and 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 achieving its strategic plans, that AMC’s future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. If AMC is unable to raise sufficient financing or events or circumstances occur such that AMC does not meet its strategic plans, it would have a material adverse effect on AMC’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.

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

WeFailure ~~are~~to aestablish ~~newly~~and ~~incorporated~~maintain ~~company~~effective ~~that~~internal ~~has~~controls ~~conducted~~in noaccordance ~~operations~~with ~~and~~Section ~~has~~404 ~~generated~~of nothe ~~revenues.~~Sarbanes-Oxley ~~Until~~Act wecould ~~complete our initial business combination, we will~~ have noa ~~operations and will generate no operating revenues. In making your decision whether to invest in our securities,~~material ~~you~~adverse ~~should~~effect ~~take~~on ~~into account not only the background of~~ our ~~management~~business ~~team,~~and ~~but~~stock ~~also the special risks we face as a blank check company~~price.

~~Since~~In weconnection ~~may initiate a business combination~~ with ~~target~~the ~~company~~audits ~~operating~~of inour ~~China,~~consolidated ~~you~~financial ~~may~~statements beas ~~subject~~of toand ~~additional~~for ~~risk~~the ~~factors.~~years ~~These~~ended ~~include significant~~December ~~regulatory~~31, ~~liquidity,~~2025 and ~~enforcement risks. For example~~2024, we ~~face risks arising from the legal system in China, including risks~~ and ~~uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance~~ ~~notice. In addition, the Chinese government may intervene or influence~~ our ~~operations~~independent atregistered ~~any~~public ~~time~~accounting orfirm ~~exert~~identified ~~more~~four ~~control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a~~ material ~~change~~weaknesses in our ~~operations~~internal ~~and/or the value of our Ordinary Shares. Any actions by the Chinese government to exert more oversight and~~ control over ~~offerings~~financial ~~that are conducted~~reporting. ~~overseas~~A ~~and/or~~material ~~foreign~~weakness ~~investment~~is ina ~~China-based~~deficiency, ~~issuers could significantly limit~~ or ~~completely~~combination ~~hinder~~of ~~our~~deficiencies, ~~ability~~in tointernal ~~offer~~controls, ~~or continue to offer securities to investors and cause the value of~~ such ~~securities~~that tothere ~~significantly~~is ~~decline or be worthless. For~~ a ~~detailed~~reasonable ~~description~~possibility ofthat ~~the risks relating to acquiring and operating~~ a ~~target~~material ~~business~~misstatement inof ~~China,~~our ~~see~~annual ~~Please~~or ~~see~~interim ~~“Risks~~financial ~~Related~~statements towill ~~Our~~not ~~Possible~~be ~~Business Combination~~prevented inor ~~China”~~detected ~~and~~on ~~“Risks Related to Acquiring and Operating~~ a ~~Business~~timely ~~Outside of the United States” for more information~~basis.

~~You~~The ~~should~~material ~~carefully~~weaknesses ~~consider~~that ~~these~~have ~~and~~been ~~the~~identified ~~other~~for ~~risks~~AMC ~~set forth in the section entitled “Risk Factors” of this Form 10-K. Such risks include, but~~ are ~~not~~as ~~limited to~~follows:

~~Risks~~(1) ~~Related~~Lack toof ~~our~~Experienced ~~Search~~Accounting ~~for,~~Team ~~Consummation~~— AMC lacks qualified in-house accounting staff and resources with adequate knowledge of, U.S. orGAAP. ~~Inability~~A third-party consulting firm has been engaged to ~~Consummate,~~prepare afinancial ~~Business~~statements ~~Combination~~and footnote disclosures in accordance with U.S. GAAP.

● 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. ● The requirement that we complete our initial business combination within 24 months from the closing of our IPO (~~or up to 33 months, if we extend the time to complete an initial business combination~~2) Lack 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~~Duty ~~up.~~Segregations ●— ~~You~~The ~~will~~Company ~~not~~separates ~~have any rights or interests in funds from~~ the ~~trust~~duties ~~account,~~at ~~except under~~ certain ~~limited circumstances. ● If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules~~areas, ~~and~~but ifthere 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. ● 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 aonly ~~non-U.S.~~one person, ~~and~~responsible afor various ~~majority~~functions 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~~Company, ~~thereby~~including ~~limiting~~processing ~~our~~payments ~~pool of acquisition candidates~~ and ~~making~~Human itResource ~~harder for us to complete an initial business combination with a non-China-based target company~~functions. ~~For~~All ~~example,~~other weindividuals ~~may~~involved 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 these ~~the~~processes ~~United~~are ~~States~~engaged ~~(CFIUS),~~through orindependent ~~ultimately~~contractor ~~prohibited~~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 our material weaknesses, we have begun and will continue to: (1) hire additional qualified accounting staff with appropriate knowledge and experience in U.S. GAAP and SEC financial reporting requirements, while strengthening period-end financial reporting controls and procedures; (2) establish an ongoing program to provide adequate training for financial reporting and accounting personnel, particularly on U.S. GAAP and SEC requirements; (3) assign clear roles and responsibilities to accounting staff and the management team to establish segregation of duties and improve inventory processes; and (4) implement a thorough review 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 are exposed to risks relating to price fluctuations of hardware cost.

Prices of hardware have a significant impact on our cost of sales. In 2025, costs of hardware accounted for 78% of the final price sold in the market for the period, as compared to 81% in 2024. 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.

~~Risks Related~~Table toof ~~Our Securities~~Contents

●The markets Wein ~~may~~which ~~issue~~we ~~additional~~participate ~~Ordinary~~are ~~Shares~~highly orcompetitive ~~preference~~and ~~shares~~many tocompanies, ~~complete~~including ~~our~~large ~~initial~~technology ~~business combination or under an employee incentive plan after completion of our initial business combination~~companies, ~~which~~are ~~would~~actively ~~dilute~~ targeting the ~~interest~~home ofautomation, ~~our~~security ~~shareholders~~monitoring and ~~likely~~video ~~present~~monitoring ~~other risks~~markets. ●If ~~The~~we ~~grant~~are ofunable ~~registration rights~~ to ~~our~~compete ~~Initial~~effectively ~~Shareholders~~with ~~may~~these ~~make it more difficult to complete~~ companies, our ~~initial~~sales ~~business combination,~~ and ~~the~~profitability ~~future~~could ~~exercise~~be ~~of such rights may~~ adversely ~~affect the market price of our Ordinary Shares~~affected.

~~Risks~~We ~~Related~~compete toin ~~Our~~several ~~Management~~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 ~~officers and directors may allocate their time~~ to ~~other~~compete ~~businesses~~depends and may become officers or directors of any other special purpose acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present potential target to us instead of to our competitors. This conflict of interest could have a negative impact on our ability to complete our initial business combination. ● Our Initial Shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. ● We are an emerging growth company and a ~~smaller~~number ~~reporting company within the meaning~~ of ~~the Securities Act~~factors, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.including:

~~Post Business~~● ~~Combination~~our ~~Risks~~platform and products’ 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 products 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 ~~Our~~prefer ~~management~~to ~~may~~purchase ~~not~~from betheir ~~able~~existing tosuppliers ~~maintain~~rather ~~control~~than of a ~~target~~new ~~business~~supplier ~~after~~regardless ~~our~~of ~~initial~~product ~~business~~performance ~~combination~~or features. WeIn ~~cannot~~the event ~~provide~~a ~~assurance~~consumer ~~that,~~decides ~~upon~~to ~~loss~~evaluate ~~of control of~~ a ~~target business,~~ new ~~management~~product ~~will~~or ~~possess~~a ~~the skills~~solution, ~~qualifications,~~the orconsumer ~~abilities necessary to profitably operate such business. ● We~~ may ~~seek~~be ~~acquisition~~more ~~opportunities~~inclined ~~with~~to anselect ~~early-stage~~one ~~company,~~of aour ~~financially~~competitors whose ~~unstable~~product ~~business~~offerings orare anbroader ~~entity~~than ~~lacking~~those anthat ~~established~~we ~~record of revenue or earnings~~offer.

~~Risks~~Aggressive ~~Related~~business totactics ~~Acquiring~~by ~~and~~our ~~Operating~~competitors amay ~~Business~~reduce ~~Outside~~our ~~of the United States~~revenue.

●Increased competition ~~Because~~in of the ~~costs~~markets ~~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~~we ~~adversely~~compete ~~impact our results of operations and financial condition. ● We~~ may ~~face~~result ~~additional and distinctive risks if we acquire a business~~ in ~~certain~~aggressive ~~industries, such as technology. ● If we effect our initial~~ business ~~combination~~tactics with a business located in the PRC, 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. ● 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. ● Certain existing or future U.S. laws and regulations may restrict or eliminate our ability to complete an initial business combination with certain companiescompetitors, particularly those target companies in China. ● 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. ● 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. ● Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. ● 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.including:

	●	selling at a discount;

	●	offering products similar to our platform and products 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.

Our service providers may switch and offer the products and services of competing companies, which would adversely affect our sales and profitability. Competition from other companies may also adversely affect our negotiations with service providers and suppliers, including, in some cases, requiring us to lower our prices. Opportunities to take market share using innovative products, services and sales approaches may also attract new entrants to the field. We may not be able to compete successfully with the offerings and sales tactics of other companies, which could result in the loss of service providers offering our platform and products and, as a result, our revenue and profitability could be adversely affected.

If 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 products could decline, we could experience cancellations of our services to consumers, or we could be required to reduce our prices or increase our expenses.

We receive a substantial portion of our revenue from a limited number of service providers, and the loss of, or a significant reduction in, orders from one or more of our major service providers would result in decreased revenue and profitability.

Our success is highly dependent upon establishing and maintaining successful relationships with a variety of service providers. We generally enter into agreements with our service providers outlining 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. While we have developed a network of service providers, we receive a substantial portion of our revenue from a limited number of service providers. For the fiscal year ended December 31, 2025, one customer, Kami Vision Incorporated (“Kami”), a related party to AMC, contributed approximately 52% of AMC’s revenue and accounted for 79% of AMC’s accounts receivable at December 31, 2025. The loss of one or more key service provider, a reduction in sales through any major service provider, the inability of any customer to fulfill its financial obligations or the inability or unwillingness of any of our major service provider to pay for our products 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.

~~ITEM 1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

~~You~~Mergers ~~should~~or ~~carefully consider the following risks and~~ other ~~information~~strategic intransactions ~~this~~involving ~~Form~~our ~~10-K~~competitors incould ~~evaluating~~weaken ~~us and~~ our ~~capital~~competitive ~~stock. Any of the following risks~~position, aswhich ~~well as additional risks and uncertainties not currently known to us or that we currently deem immaterial,~~ could ~~materially~~ ~~and~~ adversely affect our ~~business,~~ability to ~~financial~~compete ~~condition~~effectively ~~or results of operations,~~ and ~~could,~~harm inour ~~turn,~~results ~~impact the trading price~~ of ~~our capital stock~~operations.

~~Risks~~Our ~~Related~~industry tois highly fragmented, and we believe it is likely that some of our ~~Search~~existing ~~for~~competitors will consolidate or be acquired. In addition, ~~Consummation~~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 ~~Inability~~other toparties. ~~Consummate~~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 ~~Business~~competitor ~~Combination~~with greater financial, technical, marketing, service and other resources, all of which could harm our business, results of operations and financial condition.

WeA ~~are~~significant adecline ~~Cayman~~in ~~Islands~~subscriber ~~exempted~~retention, ~~company~~renewal ~~with~~rates, noor ~~operating~~usage ~~history~~of ~~and~~services noprovided ~~revenues,~~by ~~and~~our ~~you~~business partners would have noan ~~basis~~adverse effect on ~~which to evaluate~~ our ~~ability to~~business, ~~achieve~~financial ~~our~~condition ~~business~~and ~~objective~~operating results.

WeA ~~are~~significant aportion ~~Cayman~~of ~~Islands~~our ~~exempted~~revenue ~~company~~is ~~with~~derived nofrom ~~operating~~arrangements ~~results,~~with ~~and~~related-party weservice ~~will~~providers, ~~not~~including ~~commence~~SaaS ~~operations~~and ~~until obtaining funding through~~platform-based ~~our~~services ~~Initial~~offered ~~Public~~by ~~Offering~~such provider. ~~Because~~Our werevenue ~~lack~~is antherefore ~~operating~~dependent, ~~history~~in part, ~~you~~on ~~have~~the nonumber ~~basis~~of ~~upon~~active ~~which~~subscribers to ~~evaluate~~these ~~our~~services and ~~ability~~their tolevel ~~achieve~~of ~~our business~~usage ~~objective~~ of ~~completing~~platform ~~our~~features. ~~initial~~Subscribers ~~business~~may ~~combination~~elect ~~with~~to ~~one~~terminate or ~~more~~reduce ~~target~~their ~~businesses.~~use Weof ~~have~~such noservices ~~plans,~~at ~~arrangements or understandings with~~ any ~~prospective~~time. ~~target~~If the ~~business~~related ~~concerning~~party aservice ~~business~~provider ~~combination~~is ~~and~~unable ~~may~~to beattract, ~~unable~~retain, toor ~~complete~~expand ~~our~~their ~~business~~subscriber ~~combination. If~~base, weor ~~fail~~if tosubscriber ~~complete~~engagement declines, our ~~business~~revenue ~~combination,~~and weability ~~will~~to ~~never~~grow ~~generate~~could ~~any~~be ~~operating~~adversely ~~revenues~~affected.

~~Our~~We ~~independent~~do ~~registered~~not ~~public~~control ~~accounting~~the ~~firm’s~~contractual ~~report~~relationship ~~contains~~between anthe ~~explanatory~~related ~~paragraph~~party ~~that~~service ~~expresses~~provider ~~substantial~~and ~~doubt~~their ~~about~~subscribers, and we do not independently ~~our~~determine renewal rates. As a result, we have limited visibility into, and ability to ~~continue~~influence, assubscriber aretention ~~“going~~and ~~concern~~renewal trends.” Accordingly, we may not be able to accurately predict future trends in renewals, usage, or churn associated with these services.

AsSubscribers ofmay ~~December~~choose ~~31,~~not ~~2024, we had a working capital deficiency of $1,745,636. Further, we expect~~ to ~~incur~~renew ~~significant~~their ~~costs in~~contracts ~~pursuit~~or ofmay ~~our~~reduce ~~acquisition~~usage ~~plans. Management’s plans to address this need~~ for ~~capital~~a ~~through~~variety ~~our~~of ~~Initial~~reasons, ~~Public~~including ~~Offering~~dissatisfaction ~~are discussed~~with in the ~~section~~service, ofpricing considerations, ~~this~~reduced ~~Form~~discretionary ~~10-K~~spending, ~~titled~~or ~~“Management’s~~a ~~Discussion~~belief ~~and~~that ~~Analysis~~competing ofservices ~~Financial~~provide ~~Condition~~better ~~and Results of Operations~~value.” ~~Our~~In ~~plans~~addition, tosubscriber ~~raise capital and to consummate our initial business combination~~ behavior may ~~not~~ be ~~successful.~~affected ~~These~~by factors~~, among~~ ~~others,~~outside ~~raise~~of ~~substantial~~our ~~doubt~~or ~~about~~ our ~~ability~~business topartners’ ~~continue~~control, such as achanges ~~going concern. The financial statements contained elsewhere~~ in ~~this~~economic ~~Form~~conditions, ~~10-K do not include any adjustments that might result from our inability to consummate our Initial Public Offering~~ relocation, or ~~our inability~~the todissolution ~~continue~~of as a ~~going concern~~business.

~~Our~~A ~~public~~significant ~~shareholders~~decline ~~may~~in ~~not~~subscriber beretention, ~~afforded~~renewal anrates, ~~opportunity~~or tousage ~~vote~~levels onassociated ~~our~~with ~~proposed~~this ~~business~~related ~~combination,~~party ~~which~~services ~~means~~would wehave ~~may complete our~~an ~~initial~~adverse ~~business~~effect ~~combination~~on ~~even though a majority of~~ our ~~public~~business, ~~shareholders~~financial docondition, ~~not~~and ~~support~~operating ~~such a combination~~results.

WeIf ~~may~~we ~~not~~are ~~hold~~unable ~~a shareholder vote~~ to ~~approve~~develop ~~our~~new 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 lawproducts, ~~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,~~platform and ~~will~~products beinto ~~based on~~new amarkets ~~variety~~or offurther ~~factors,~~penetrate ~~such~~our asexisting ~~the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly~~markets, ~~we may complete~~ our ~~initial business combination even if holders of a majority of our public~~ ~~shares~~revenue domay not ~~approve~~grow ofas ~~the business combination we complete~~expected.

IfOur weability ~~seek~~to ~~shareholder~~increase ~~approval~~sales ofwill depend in large part on our ~~initial~~ability ~~business~~to ~~combination~~enhance and improve our platform and products, introduce new products in a timely manner, sell into new markets and further penetrate our ~~Initial~~existing ~~Shareholders~~markets. ~~have~~The ~~agreed~~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 products, the ability to ~~vote~~maintain inand ~~favor~~develop relationships with service providers, the ability to attract, retain and effectively train sales and marketing personnel and the effectiveness of ~~such~~our ~~initial~~marketing programs. Any new product or service we develop or acquire may not be ~~business~~introduced ~~combination~~in a timely or cost-effective manner, ~~regardless~~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 products, 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 ~~how~~our platform and products and our ability ~~public~~to ~~shareholders~~design ~~vote~~our platform and products to meet consumer demand.

~~Unlike~~We ~~many~~rely ~~other~~on ~~blank~~wireless ~~check~~carriers ~~companies~~to inprovide ~~which~~access ~~the Initial Shareholders agree~~ to ~~vote~~wireless ~~their~~networks ~~Founder~~through ~~Shares~~which inwe ~~accordance~~provide ~~with~~our ~~the~~wireless ~~majority of the votes cast by the public shareholders in connection with an initial business combination~~alarm, ~~our~~notification ~~Initial~~and ~~Shareholders have agreed~~intelligent toautomation ~~vote~~services, ~~their Founder Shares~~ and ~~private shares, as well as~~ any ~~public~~interruption ~~shares~~of ~~purchased~~such ~~during~~access orwould ~~after~~impair our ~~Initial Public Offering, in favor of our initial~~ business ~~combination~~.

AsWe arely ~~result,~~on inwireless ~~addition~~carriers to ~~our~~provide ~~Initial~~access ~~Shareholders’~~to ~~Founder~~wireless ~~Shares,~~networks wefor ~~would~~machine-to-machine dodata ~~not need any of the 3~~transmissions,~~854,856~~ ~~public~~which ~~shares~~are ~~outstanding~~an integral topart beof ~~voted~~our inservices. ~~favor~~Our ofwireless ancarriers ~~initial~~may ~~business~~suspend ~~combination~~wireless inservice ~~order~~ to ~~have~~expand, ~~our~~maintain ~~initial~~or ~~business~~improve ~~combination~~their ~~approved~~networks. ~~(assuming all outstanding~~Any ~~shares~~suspension ~~are~~or ~~voted~~other ~~and~~interruption ~~the~~of ~~EBC~~services ~~Founder~~would ~~Shares~~adversely ~~are~~affect ~~voted~~our inability ~~favor~~to ofprovide aour ~~business~~services ~~combination).~~to ~~Our~~our ~~Founder~~service ~~Shares~~providers and subscribers ~~private~~and ~~shares~~may ~~will represent~~adversely ~~55.2%~~affect of our ~~outstanding~~reputation. ~~Ordinary~~In ~~Shares~~addition, ~~immediately following~~ the ~~Redemptions.~~inability ~~Accordingly,~~to ifmaintain weour ~~seek~~existing ~~shareholder~~contracts ~~approval of~~with our ~~initial~~wireless carriers ~~business~~or ~~combination,~~enter itinto isnew ~~more~~contracts ~~likely~~with ~~that~~such ~~the~~wireless ~~necessary~~carriers ~~shareholder~~could ~~approval~~have ~~will~~a bematerial ~~received~~adverse ~~than~~effect ~~would~~on beour ~~the~~business, ~~case~~financial ifcondition ~~our Initial Shareholders agreed to vote their Founder Shares~~ and ~~private~~results ~~shares in accordance with the majority~~ of ~~the votes cast by our public shareholders~~operations.

~~Your only~~Table ~~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 business combination.~~Contents

AtAny ~~the~~security ~~time~~incident, ofother ~~your~~technology ~~investment in us~~disruption, ~~you~~or ~~will~~failure ~~not~~to becomply ~~provided~~ with anlaws ~~opportunity~~and toregulations ~~evaluate~~relating ~~the~~to ~~specific~~privacy ~~merits~~and orprocessing ~~risks~~ of ~~one or more~~ ~~target~~personal ~~businesses.~~information ~~Since~~could ~~our~~result ~~board~~in ofdamage ~~directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity~~ to ~~vote~~AMC’s onbrand ~~the~~and ~~business combination~~reputation, ~~unless~~material wefinancial ~~seek such shareholder vote. Accordingly~~penalties, ifand welegal ~~do not seek shareholder approval~~liability, ~~your only opportunity to affect the investment decision regarding a potential business combination may~~any ~~be limited to exercising your redemption rights within the period~~ of ~~time (~~which ~~will~~could benegatively atimpact ~~least~~our 20 business, ~~days)~~results ~~set~~of ~~forth~~operations inand ~~our tender~~financial ~~offer documents mailed to our public shareholders in which we describe our initial business combination~~condition.

~~The~~AMC’s ~~ability~~business involves the use of ~~our~~computers ~~public~~in ~~shareholders~~substantially all aspects of its business operations. AMC also uses mobile devices, social networking and other online activities to ~~redeem~~connect ~~their~~with ~~shares~~its ~~for~~employees, ~~cash~~suppliers, manufacturers, distributors, customers and consumers. As AMC pursues new initiatives that grow its operations, including acquisitions, AMC may ~~make~~also ~~our~~be ~~financial~~required ~~condition~~to ~~unattractive~~expand and improve its information technologies, resulting in a larger technological presence and corresponding exposure to ~~potential~~cybersecurity ~~business~~risk. ~~combination~~Security ~~targets~~incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors, each of which ~~may~~increases ~~make~~the itdifficulty ~~difficult~~of ~~for~~detecting usand successfully defending against them. If AMC fails to ~~enter~~assess, ~~into~~identify, aand respond ~~business~~to ~~combination~~cybersecurity risks associated with athe ~~target~~expansion and evolution of its business or the increasing sophistication of hackers, AMC may become increasingly vulnerable to such risks.

WeWhile ~~may~~AMC ~~seek~~believes tothat ~~enter~~it ~~into~~has aimplemented ~~business~~reasonable ~~combination~~measures ~~transaction~~to ~~agreement~~prevent ~~with~~security aincidents, ~~prospective~~there ~~target~~can ~~that~~be ~~requires~~no asassurances athat ~~closing~~such ~~condition that~~measures wewill ~~have~~be aeffective ~~minimum~~to ~~net~~protect ~~worth~~AMC’s orinformation atechnology ~~certain~~systems ~~amount~~and/or ofthe ~~cash.~~relevant Ifpersonal ~~too~~or ~~many~~sensitive ~~public~~information ~~shareholders~~it ~~exercise~~processes. As ~~their~~an ~~redemption~~early-stage ~~rights~~company, weAMC’s ~~would~~resources ~~not be~~to ~~able~~invest toin ~~meet~~data ~~such~~security ~~closing~~protection ~~condition~~are ~~and~~limited, asand aAMC ~~result,~~may ~~would~~ not be ~~able~~sufficiently toprotected against ~~proceed~~security ~~with~~incidents. ~~the~~AMC ~~business~~may ~~combination.~~not ~~Prospective~~have ~~targets will~~sufficient beresources ~~aware~~to ofadequately ~~these~~investigate ~~risks~~ and, ~~thus,~~remediate ~~may~~any bevulnerabilities ~~reluctant~~ related to ~~enter~~security ~~into~~incidents, aor ~~business~~to ~~combination~~prevent ~~transaction with us~~them.

~~The~~In ~~ability~~addition to breach notification laws that may be triggered by security incidents or access or exfiltration of ~~our~~personal ~~public~~information ~~shareholders~~by unauthorized topersons, ~~exercise~~AMC ~~redemption~~may ~~rights~~also ~~with~~be ~~respect~~contractually required to anotify ~~large~~customers ~~number~~or other counterparties of ~~our~~a ~~shares~~security incident. Maintaining industry standard safeguards and, if needed, addressing a security incident may ~~not~~be ~~allow~~costly. usComplying with the numerous and complex regulations in the event of a data security breach would be potentially expensive, and resource-intensive and failure to ~~complete~~comply could subject us to regulatory scrutiny and potential liability, including fines, penalties, or litigation. In addition, the ~~most~~theft, ~~desirable~~destruction, ~~business~~loss, misappropriation, ~~combination~~or release of personal information or ~~optimize~~intellectual ~~our~~property, ~~capital~~or ~~structure~~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.

AtWe ~~the~~may ~~time~~require weadditional ~~enter~~capital ~~into~~to ansupport ~~agreement for our initial~~ business ~~combination~~growth, ~~we will not know how many shareholders may exercise their redemption rights,~~ and ~~therefore~~this ~~will~~capital ~~need~~might tonot ~~structure~~be ~~the~~available ~~transaction based~~ on ~~our~~acceptable expectations as to the number of shares that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase priceterms, or ~~requires us to have a minimum amount of cash~~ at ~~closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing~~all. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

~~The~~We ~~ability~~intend ofto ~~our~~continue ~~public~~to ~~shareholders~~make investments to ~~exercise~~support ~~redemption~~our ~~rights~~business ~~with~~growth ~~respect~~and tomay arequire ~~large~~additional ~~number~~funds ofto ~~our~~respond ~~shares~~to ~~could~~business ~~increase~~challenges, including the ~~probability that~~need to develop new features or enhance our ~~initial~~products, ~~business~~improve ~~combination~~our ~~would~~operating besystem ~~unsuccessful~~or acquire complementary businesses and ~~that~~technologies. ~~you~~Our ~~would~~capital ~~have~~requirements towill ~~wait~~depend ~~for~~on ~~liquidation~~many infactors, ~~order~~including, tobut ~~redeem~~not ~~your~~limited ~~shares.~~to:

~~If our~~● ~~business~~technological ~~combination~~advancements; ~~agreement~~● ~~requires~~market usacceptance ~~to use a portion~~ of ~~the~~our ~~cash~~products inand ~~the~~product ~~trust~~enhancements, ~~account~~and ~~to pay~~ the ~~purchase~~overall ~~price~~level orof ~~requires us~~sales ~~to have a minimum amount~~ of ~~cash~~our atproducts; ~~closing,~~● ~~the~~R&D ~~probability~~expenses; ~~that~~● our ~~initial~~relationships ~~business~~with ~~combination~~our ~~would~~customers beand ~~unsuccessful~~suppliers; is● ~~increased. If~~ our ~~initial~~ability business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to ~~sell~~control ~~your~~costs; ~~shares~~● insales ~~the~~and ~~open~~marketing ~~market~~expenses; ~~however,~~● atenhancements ~~such time~~to our ~~shares~~infrastructure ~~may~~and ~~trade~~systems atand aany ~~discount~~capital improvements to ~~the~~our ~~pro~~facilities; ~~rata~~● ~~amount~~potential ~~per~~acquisitions ~~share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit~~ of ~~funds~~businesses ~~expected~~and inproduct ~~connection~~lines; ~~with our redemption until we liquidate or you are able to sell your shares in the open market.~~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.

~~As the~~Table ~~number~~ of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.Contents

InThe ~~recent~~technology ~~years~~employed and especially since the fourth quarter of 2020, 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, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in ~~registration.~~our Asproducts ~~a result, at times, fewer attractive targets~~ may bebecome ~~available~~obsolete, and itwe may ~~require more~~need ~~time, more effort and more resources~~ to ~~identify~~incur asignificant ~~suitable~~capital ~~target~~expenditures ~~and~~ to ~~consummate~~update anour ~~initial~~products for ~~business~~changes ~~combination~~in technology.

InOur ~~addition,~~industry ~~because~~is ~~there~~characterized ~~are~~by ~~more~~rapid ~~special~~technological ~~purpose~~innovation. ~~acquisition~~Our ~~companies~~platform ~~seeking~~and toproducts ~~enter~~interact ~~into~~with anthe ~~initial~~hardware ~~business~~and ~~combination~~software ~~with available~~technology ~~targets,~~of ~~the~~systems ~~competition~~and ~~for~~devices ~~available~~located ~~targets~~at ~~with~~our ~~attractive~~subscribers’ ~~fundamentals~~properties. orWe ~~business~~may ~~models~~be ~~may~~required ~~increase,~~to ~~which~~modify ~~could~~or ~~cause~~change ~~targets~~our products or products ~~companies~~to adapt to ~~demand~~new ~~improved~~technologies ~~financial~~or ~~terms.~~changes ~~Attractive~~in ~~deals~~existing ~~could~~technologies ~~also~~in ~~become~~response ~~scarcer~~to ~~for~~changing ~~other~~market ~~reasons~~conditions, ~~such~~consumer aspreferences ~~economic~~ or industry ~~sector downturns~~standards, ~~geopolitical~~which ~~tensions,~~could orrequire ~~increases~~significant incapital ~~the~~expenditures. ~~cost~~For ofexample, ~~additional~~many ~~capital~~of ~~needed~~our toproducts ~~close~~are ~~business~~currently ~~combinations~~working oron ~~operate~~platforms ~~targets~~that ~~post-business~~rely ~~combination~~on 3G/4G wireless technology. ~~This~~As ~~could~~5G ~~increase~~wireless ~~the~~technology ~~cost~~becomes ofmore prevalent, ~~delay~~it may require changes to our products or ~~otherwise~~products. It ~~complicate~~is also possible that one or ~~frustrate~~more of our ~~ability~~competitors could develop a significant technical advantage that allows them to ~~find~~provide ~~and~~additional ~~consummate~~or ansuperior ~~initial~~quality ~~business~~products ~~combination~~or services, ~~and~~or ~~may~~to ~~result~~lower intheir ~~our~~price for similar products or services, which could put us at a competitive disadvantage. Our inability to ~~consummate~~adapt anto ~~initial~~changing ~~business~~technologies, ~~combination~~market onconditions ~~terms~~or ~~favorable~~consumer preferences in a timely manner could materially toand adversely affect our ~~investors~~business, ~~altogether~~financial condition, cash flows or results of operations.

~~Changes~~If inwe ~~the~~are ~~market~~unable ~~for~~to ~~directors~~continue ~~and~~to ~~officers~~utilize ~~liability~~the ~~insurance~~“Yi” ~~could~~brand ~~make~~name, it ~~more~~could ~~difficult~~materially and ~~more~~adversely ~~expensive~~affect ~~for~~our usbusiness, tofinancial condition ~~negotiate~~ and ~~complete~~ anresults ~~initial~~of ~~business combination~~operations.

InWe ~~recent~~currently ~~years,~~utilize the ~~market~~“Yi” ~~for~~brand ~~directors~~name ~~and~~in ~~officers~~almost ~~liability~~all ~~insurance~~of ~~for~~the ~~special~~products ~~purpose~~we ~~acquisition~~sell. ~~companies~~We ~~has~~have ~~changed~~been granted permission by Shanghai Xiaoyi Technology Co., ~~The~~Ltd., ~~premiums~~the owner of the “Yi” brand name, to utilize such name in all of our products in our online ~~charged~~sales ~~for~~through October 22, 2026. We cannot assure you that we will be able to extend this arrangement beyond such ~~policies~~date. ~~have~~If ~~generally~~we ~~increased~~are unable to maintain this arrangement in the future and lose the ~~terms~~ability ofto ~~such~~utilize ~~policies~~the ~~have~~“Yi” ~~generally~~brand ~~become~~name, ~~less~~it ~~favorable.~~could ~~There~~materially ~~can~~and beadversely noaffect ~~assurance~~our ~~that~~business, ~~these~~financial ~~trends~~condition ~~will~~and ~~not~~results ~~continue~~of operations.

~~The~~We ~~increased~~depend ~~cost~~on our suppliers, and ~~decreased~~the ~~availability~~loss of ~~directors~~any ~~and~~key ~~officers~~supplier ~~liability insurance~~ could ~~make~~materially ~~it more difficult~~ and ~~more~~adversely ~~expensive for~~affect usour ~~to negotiate an initial~~ business, ~~combination.~~financial Incondition ~~order to obtain directors~~ and ~~officers liability insurance or modify its coverage~~ asresults ~~a result~~ of ~~becoming a public company, the post-business combination entity will likely need to incur greater expense, accept less favorable terms or both~~operations. 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.

InOur ~~addition,~~hardware ~~even~~products ~~after~~depend on the quality of components that we ~~were~~procure tofrom ~~complete~~related-party ansuppliers. ~~initial~~Reliance ~~business~~on ~~combination~~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 ~~directors~~platform and ~~officers~~products, ~~could~~and ~~still~~a beshortage ~~subject~~of tocomponents ~~potential~~and reduced control over delivery schedules ~~liability~~and ~~from~~increases ~~claims~~in ~~arising~~component ~~from~~costs, ~~conduct~~which ~~alleged~~can toadversely affect our profitability. We have ~~occurred~~two ~~prior~~related toparties ~~the~~from ~~initial~~which ~~business~~we ~~combination~~procure hardware on a purchase order basis. AsIf these suppliers are unable to continue to provide a ~~result~~timely and reliable supply, inwe ~~order~~could experience interruptions toin ~~protect~~delivery of our ~~directors~~platform and ~~officers,~~products ~~the~~to ~~post-business~~service ~~combination~~providers, ~~entity~~which ~~may~~could ~~need~~have toa ~~purchase~~material ~~additional~~adverse ~~insurance~~effect ~~with~~on ~~respect~~our tobusiness, financial ~~any~~condition ~~such~~and ~~claims~~results ~~(“run-off~~of ~~insurance”)~~operations. ~~The~~If ~~need~~we ~~for~~were ~~run-off~~required ~~insurance~~to ~~would~~find bealternative ansources ~~added~~of ~~expense~~supply, ~~for~~qualification ~~the~~of ~~post-business~~alternative ~~combination~~suppliers ~~entity,~~ and the establishment of reliable supplies could ~~interfere~~result ~~with~~in ordelays ~~frustrate~~and ~~our~~a ~~ability~~possible toloss ~~consummate~~of ansales, ~~initial~~which ~~business~~could ~~combination~~have ona ~~terms~~material ~~favorable~~adverse toeffect on our ~~investors~~business, financial condition and results of operations.

~~Our~~Disruptions ~~Sponsor~~in ~~has~~ the ~~right~~supply tochain ~~extend~~for ~~the~~AMC’s ~~term~~products wecould ~~have~~negatively toimpact ~~consummate~~AMC’s ~~our initial~~ business ~~combination up to 33 months from the closing of our Initial Public Offering without providing our shareholders with a corresponding redemption right~~.

~~We will~~AMC’s ~~have~~business uphas in tothe 24past ~~months~~been ~~from~~impacted ~~the~~by ~~closing~~supply ofchain ~~our~~disruptions, ~~Initial~~particularly ~~Public~~a ~~Offering~~short tosupply ~~consummate~~of ansecurity ~~initial~~cameras. ~~business~~To ~~combination.~~address ~~However,~~this ifchallenge, weAMC ~~anticipate~~in ~~that~~the wepast ~~may~~purchased ~~not~~Ants’ beremaining ~~able~~inventory toof ~~consummate~~security ~~our initial business combination within 33 months~~cameras, wewhich ~~may,~~allowed byit ~~resolution~~to ofmeet ~~our~~customer ~~Board~~demand without ofsignificant ~~Directors,~~interruptions ifto ~~requested~~its byoperations ~~our~~or ~~Sponsor,~~revenue. ~~extend~~While the ~~period~~disruption ofposed ~~time~~challenges, weAMC’s ~~will~~proactive ~~have~~measures tohelped mitigate ~~consummate~~immediate anrisks ~~initial business combination up~~ to ~~nine~~ ~~times,~~customer ~~each~~satisfaction byand anmarket ~~additional~~position. ~~one~~AMC ~~month~~has ~~(for~~implemented aseveral ~~total~~strategies ~~of up~~ to 33address ~~months~~supply chain ~~from~~risks ~~the~~going ~~closing of our Initial Public Offering)~~forward, ~~provided that,~~including ~~pursuant~~diversifying toits ~~the~~supplier ~~terms~~base ofby ~~our~~expanding ~~Second~~partnerships ~~Amended~~with ~~and~~multiple ~~Restated~~suppliers ~~Memorandum~~to ~~and~~reduce reliance ~~Articles~~on ofany ~~Association,~~single ~~as amended~~source, and ~~the~~seeking ~~Trust Agreement~~ to bebetter ~~entered~~manage ~~into~~its ~~between~~inventory usby ~~and~~increasing ~~Continental~~the ~~Stock~~amount ~~Transfer~~of &parts ~~Trust~~and ~~Company~~accessories purchased onwhen ~~December~~placing ~~22,~~purchase ~~2022,~~orders. asThese ~~amended~~mitigation onefforts, ~~December~~while ~~18,~~effective ~~2024,~~ in ~~order~~addressing ~~for~~short-term ~~the~~supply ~~time~~chain ~~available~~disruptions, introduced ~~for~~certain usother torisks, ~~consummate~~including ~~our~~product ~~initial~~quality ~~business~~and ~~combination~~reliability torisks bedealing ~~extended,~~with ~~our~~new ~~Sponsor~~suppliers orand ~~their~~higher ~~affiliates~~costs to orincrease ~~designees,~~inventory ~~upon~~levels. ~~five~~Although ~~days’~~AMC ~~advance~~will ~~notice~~seek ~~prior~~ to ~~the~~mitigate ~~applicable~~these ~~deadline,~~risks ~~must~~such ~~deposit~~as ~~into~~by ~~the~~conducting ~~trust~~rigorous ~~account~~quality ~~$55~~assurance processes,~~000~~ ~~for each~~there ~~month~~can inbe anno ~~extension,~~assurance onthat orAMC ~~prior~~will tobe ~~the~~successful ~~date~~in ofthese ~~the applicable deadline~~efforts. ~~Our~~If ~~public~~it ~~shareholders~~is ~~will~~ not, beit ~~entitled~~could tohave ~~vote or~~a ~~redeem~~material ~~their~~adverse effect ~~shares~~on inAMC’s ~~connection with any such extension~~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.

~~In the~~Table ~~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 Placement Units will expire and be worthless.Contents

~~The requirement~~Furthermore, ~~that~~inflationary wepressures ~~complete~~in ~~our~~the ~~initial~~logistics ~~business~~sector, ~~combination~~including ~~within~~higher ~~the~~fuel ~~prescribed~~and transportation ~~time~~costs, ~~frame~~could ~~may~~increase ~~give~~and ~~potential~~further ~~target~~negatively ~~businesses~~impact ~~leverage over~~the uscost inof ~~negotiating~~delivering aAMC’s ~~business~~products ~~combination~~ and ~~may~~products. ~~decrease~~The ~~our~~United States ~~ability~~government tohas ~~conduct~~also ~~due~~recently ~~diligence~~imposed higher tariffs on ~~potential~~products ~~business~~from ~~combination targets~~the asPRC, wewhich ~~approach~~could increase the prices of our ~~dissolution~~products and ~~deadline,~~services ~~which~~and could ~~undermine~~negatively impact our ~~ability~~business. If AMC is unable to ~~complete~~implement ~~our~~successful ~~business~~strategies ~~combination~~to onoffset ~~terms~~such ~~that~~inflationary ~~would~~pressures ~~produce~~and/or ~~value~~tariffs, ~~for~~it ~~our~~could ~~shareholders~~have a material adverse effect on its business and operations.

~~Any~~Growth ~~potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing~~ of our ~~Initial Public Offering, or if we decide to extend the period of time to consummate our~~ business ~~combination,~~will ~~within~~depend 33on ~~months~~market ~~from~~awareness ~~the~~and ~~closing of our Initial Public Offering (as further described in our Registration Statement). Consequently, such target business may obtain leverage over us in negotiating~~ a ~~business~~strong ~~combination~~brand, ~~knowing~~ ~~that~~and ~~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~~failure ~~business. This risk will increase as we get closer~~ to ~~the~~develop, ~~timeframe described above. In addition~~maintain, weprotect ~~may have limited time to conduct due diligence~~ and ~~may~~enhance ~~enter into~~ our ~~initial~~brand would ~~business~~hurt ~~combination~~our onability ~~terms~~to ~~that~~retain weor ~~would have~~attract ~~rejected upon a more comprehensive investigation~~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 products 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 products, and we may not be able to ~~complete~~do ~~our~~so ~~initial~~effectively. ~~business~~While ~~combination~~we ~~within~~may ~~the~~choose ~~prescribed~~to ~~time~~engage ~~frame~~in a broader marketing campaign to further promote our brand, inthis ~~which~~effort ~~case~~may wenot ~~would~~be ~~cease~~successful. ~~all~~Our ~~operations~~efforts in developing our brand may be ~~except~~hindered ~~for~~by the ~~purpose~~marketing efforts of ~~winding~~our upcompetitors and weour ~~would~~reliance ~~redeem~~on our ~~public~~service ~~shares~~providers and ~~liquidate,~~strategic inpartners ~~which~~to ~~case~~promote our brand. ~~public~~If ~~shareholders~~we ~~may~~are ~~only receive~~unable ~~$10.20~~to ~~per~~cost-effectively ~~share,~~maintain orand ~~less~~increase ~~than~~awareness ~~such~~of ~~amount~~our inbrand, ~~certain~~our ~~circumstances~~business, ~~and~~results ~~our~~of ~~Rights~~operations ~~will~~and ~~expire~~financial condition ~~worthless~~could be harmed.

Our ~~Second~~strategy ~~Amended~~includes ~~and~~pursuing ~~Restated Memorandum and Articles of Association~~acquisitions, as amended, provides that we must complete our initial business combination within 24 months from the closing of our Initial Public Offering, or we may, but are not obligated to, extend the period of time to consummate our business combination up to nine times by an additional one month each time, for a total of up to 33 months (as further described in our Registration Statement). We may not be able to find a suitable target business and ~~complete~~ our ~~initial~~potential ~~business~~inability ~~combination within such time period. Our ability~~ to ~~complete~~successfully ~~our~~integrate 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 pernewly-~~share~~acquired ~~price~~technologies, ~~payable~~assets ~~in cash, equal to the aggregate amount~~or ~~then~~businesses 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~~harm ~~receive $10.20 per share or less in certain circumstances, and~~ our ~~Rights~~financial ~~will expire worthless~~results. 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.

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;

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

	●	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.

~~If we~~Table ~~seek shareholder approval~~ of our initial business combination, our Initial Shareholders and their affiliates may elect to purchase Ordinary 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

IfTo wecarry ~~seek~~out ~~shareholder approval of~~ our ~~initial~~ business ~~combination~~plan, ~~and~~ we ~~do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or any of their affiliates~~ may ~~purchase public~~face ~~shares or Rights in privately negotiated transactions or in~~ the ~~open~~challenge ~~market~~that ~~either~~we ~~prior to or following the completion of our initial business combination, although they~~ are ~~under~~short 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~~human ~~shares~~capital ~~is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights~~resources. 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.

~~Additionally,~~In atour ~~any~~business ~~time~~plan, atwe orare ~~prior~~planning to ~~our~~launch ~~initial~~new ~~business~~products ~~combination,~~which ~~subject~~require tointensive ~~applicable~~investment ~~securities~~of ~~laws~~human ~~(including~~capital ~~with~~resources. ~~respect~~We ~~to material~~currently ~~nonpublic~~employ ~~information),~~only ~~our~~a ~~Sponsor,~~small ~~directors,~~group ~~executive~~of ~~officers,~~people ~~advisors~~and orrely ~~any~~on ofthe ~~their~~outsourced ~~affiliates~~human ~~may~~capital ~~enter~~that ~~into~~we ~~transactions~~work with ~~investors~~. ~~and~~The ~~others~~lack toof ~~provide~~human ~~them~~resources ~~with~~has ~~incentives~~ potential to ~~acquire~~impact ~~public~~the ~~shares,~~development ~~vote their public shares in favor~~ of our ~~initial~~ business ~~combination~~ orplan ~~not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions~~ and ~~have~~delay ~~not~~the ~~formulated~~launch ~~any terms or conditions for any such transactions. None~~ of ~~the~~our ~~funds~~new ~~in the trust account will be used to purchase public shares or Rights in such transactions~~products.

~~The~~Evolving ~~purpose~~government ofand ~~any~~industry ~~such~~regulation transactions could be to (1) increase the likelihood of obtaining shareholder 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~~changes ~~the~~in ~~likelihood~~applicable oflaws ~~approval~~relating ~~on any matters submitted~~ to the ~~Rights~~Internet ~~holders~~and ~~for~~data ~~approval~~privacy inmay ~~connection~~increase ~~with~~ our ~~initial business combination or (3) satisfy a closing condition in an agreement~~expenditures ~~with~~related ~~a target that requires us~~ to ~~have~~compliance aefforts ~~minimum net worth~~ or aotherwise ~~certain~~limit ~~amount of cash at~~ the ~~closing~~products ofwe ~~our~~can ~~initial business combination~~offer, ~~where~~ itwhich ~~appears that such requirement would otherwise not be met. Any such purchases of our securities~~ may ~~result~~harm ~~in the completion of~~ our ~~initial~~ business ~~combination~~and ~~that~~adversely ~~may~~affect ~~not~~our ~~otherwise have been possible~~financial condition.

InAs ~~addition,~~internet ifcommerce ~~such~~continues ~~purchases~~to ~~are~~evolve, ~~made~~federal, ~~the~~state ~~public~~or ~~“float”~~foreign ofagencies ~~our~~have ~~securities~~adopted ~~may~~and becould ~~reduced~~in ~~and~~ the ~~number~~future ofadopt ~~beneficial~~regulations ~~holders~~covering ofissues ~~our~~such ~~securities~~as ~~may~~user beprivacy ~~reduced,~~and ~~which~~content. ~~may~~We ~~make~~are itparticularly ~~difficult~~sensitive to ~~maintain~~these orrisks ~~obtain~~because the ~~quotation,~~Internet ~~listing~~is ora ~~trading~~critical ofcomponent of our ~~securities on~~business ~~a national securities exchange~~model. ~~Any~~In ~~such~~addition, ~~purchases~~taxation ~~will~~of beproducts ~~reported~~or ~~pursuant~~services toprovided ~~Section~~over 13the ~~and~~Internet ~~Section~~or 16other ofcharges ~~the~~imposed ~~Exchange~~by ~~Act~~government ~~to the~~agencies ~~extent~~or ~~such~~by ~~purchasers~~private ~~are~~organizations ~~subject~~for toaccessing ~~such reporting requirements. Additionally, in~~ the ~~event~~internet ~~our~~may ~~Sponsor,~~be ~~directors,~~imposed. ~~executive~~Any ~~officers, advisors~~regulation orimposing ~~their~~greater ~~affiliates~~fees ~~were~~for toInternet ~~purchase~~use ~~shares~~ or ~~Rights~~restricting information ~~from~~exchange ~~public~~over ~~shareholders,~~the ~~such~~Internet ~~purchases~~could ~~would~~result bein ~~structured~~a decline in ~~compliance with~~ the ~~requirements~~use of ~~Rule~~the ~~14e-5~~Internet ~~under~~and the ~~Exchange~~viability ~~Act~~of ~~including,~~Internet-based ~~in pertinent part~~services, which ~~through~~could ~~adherence~~harm toour ~~the following:~~business.

●Changes in ~~our~~international ~~registration~~trade ~~statement/proxy statement filed for our business combination transaction would disclose the possibility that our Sponsor~~policies, ~~directors,~~tariffs ~~executive~~and ~~officers,~~treaties ~~advisors~~affecting orimports ~~any~~and ofexports ~~their affiliates~~ may ~~purchase~~have ~~shares~~a ormaterial ~~Rights~~adverse ~~from~~effect ~~public~~on ~~shareholders~~our ~~outside the redemption process, along with the purpose of such purchases;~~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.

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 products 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 products, our business, financial condition and results of operations would be harmed.

●Table ~~if our Sponsor, directors, executive officers, advisors or any~~ of their affiliates were to purchase shares or Rights from public shareholders, they would do so at a price no higher than the price offered through our 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 combination transaction; ● our Sponsor, directors, executive officers, advisors or any of their 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:Contents

○Downturns in ~~the~~general ~~amount~~economic ofand ~~our~~market ~~securities~~conditions ~~purchased~~and ~~outside~~reductions ofin ~~the~~spending ~~redemption~~may ~~offer~~reduce bydemand ~~our~~for ~~Sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price; ○ the purpose of the purchases by~~ our ~~Sponsor,~~platform ~~directors,~~and ~~executive officers~~products, ~~advisors~~which orcould ~~any of their affiliates; ○ the impact, if any, of the purchases by~~ harm our ~~Sponsor~~revenue, ~~directors,~~results ~~executive officers, advisors or any~~ of ~~their~~operations affiliates on the likelihood that the business combination transaction will be approved; ○ the identities of our security holders who sold to our Sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, executive officers, advisors or any of their affiliates; and ○cash ~~the number of our securities for which we have received redemption requests pursuant to our redemption offer~~flows.

InOur ~~addition~~revenue, ifresults ~~such~~of ~~purchases~~operations ~~are~~and ~~made~~cash flows depend on the overall demand for our platform and products. Concerns about the systemic impact of a potential widespread recession, energy costs, geopolitical issues, the ~~public~~availability ~~“float”~~and cost of ~~our~~credit ~~Ordinary~~and ~~Shares~~the orglobal ~~public~~housing and ~~rights~~mortgage markets have contributed to increased market volatility, decreased consumer confidence and diminished growth expectations in the ~~number~~U.S. ofeconomy. ~~beneficial~~The current unstable general economic and market conditions have been characterized by a dramatic decline in consumer ~~holders~~discretionary spending and have disproportionately affected providers of ~~our~~products ~~securities~~that ~~may~~represent bediscretionary ~~reduced~~purchases. While the decline in consumer spending has recently moderated, ~~possibly~~these ~~making~~economic itconditions ~~difficult~~could still lead to ~~obtain~~continued ordeclines ~~maintain~~in consumer spending over the ~~quotation~~foreseeable future, ~~listing~~and ormay ~~trading~~have resulted in a resetting of ~~our~~consumer spending habits that may make it unlikely that such spending ~~securities~~will onreturn ato ~~national~~prior ~~securities~~levels ~~exchange~~for the foreseeable future.

~~See~~During ~~“Proposed~~weak ~~Business - Permitted~~economic ~~Purchases~~times, the available pool of ~~Our~~service ~~Securities”~~providers may decline as the prospects for home building and home renovation projects diminish, which may have a ~~description~~corresponding impact on our growth prospects. In addition, there is an increased risk during these periods that one of ~~how~~our service providers will file for bankruptcy protection, which may harm our ~~Sponsor~~reputation, ~~directors~~revenue, profitability and results ~~executive~~of ~~officers~~operations. Likewise, ~~advisors~~consumer orbankruptcies ~~their~~can ~~affiliates~~detrimentally ~~will~~affect ~~select~~the ~~which~~business ~~shareholders~~stability toof ~~purchase~~our ~~securities~~service ~~from~~providers. Prolonged economic slowdowns and reductions in ~~any~~new ~~private~~home ~~transaction~~construction and renovation projects may result in diminished sales of our platform and products. 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.

IfFailure ~~a shareholder fails~~ to ~~receive notice of our offer to redeem our public shares in connection with our business combination, or fails to~~ comply with ~~the~~laws ~~procedures~~and ~~for~~regulations ~~tendering~~could ~~its~~harm ~~shares,~~our ~~such shares may not be redeemed~~business.

We ~~will~~conduct ~~comply~~our ~~with~~principal ~~the~~business ~~tender~~operations ~~offer rules or proxy rules, as applicable, when conducting redemptions~~ in ~~connection~~the ~~with~~United ~~our business combination~~States. ~~Despite~~ ~~our~~We ~~compliance~~are ~~with~~subject ~~these rules, if a shareholder fails~~ to ~~receive~~regulation ~~our~~by ~~tender~~various ~~offer or proxy materials~~federal, asstate ~~applicable,~~and ~~such~~local ~~shareholder~~agencies, ~~may not become aware of the opportunity to redeem its shares. In addition~~including, ~~the~~but ~~tender~~not ~~offer~~limited ~~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, weagencies ~~may~~responsible ~~require~~for ~~our~~monitoring ~~public~~and ~~shareholders~~enforcing ~~seeking to~~employment ~~exercise~~and ~~their~~labor ~~redemption rights~~laws, ~~whether~~workplace ~~they are record holders or hold their shares in “street name~~safety,” ~~to either tender~~product ~~their~~safety, ~~certificates~~environmental ~~to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders~~laws, orconsumer upprotection ~~to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials~~laws, orfederal ~~to deliver~~securities ~~their~~laws ~~shares~~and totax ~~the~~laws ~~transfer~~and ~~agent electronically~~regulations. ~~In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.~~

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.

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.

~~You will~~Table ~~not~~of 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.Contents

~~Our~~If ~~public~~we ~~shareholders~~fail ~~will be entitled~~ to ~~receive~~protect ~~funds from the trust account only upon the earliest to occur of: (i)~~ our ~~completion~~intellectual ~~of an~~property ~~initial business combination,~~ and ~~then~~proprietary only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations described in our Registration Statement, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles of Association, as amended, (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 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement) 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 24 months from the closing of our Initial Public Offeringadequately, ~~or if we decide to extend the period of time to consummate~~ our business ~~combination,~~could within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement), subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement) 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 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, beyond the 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement) before they receive funds from our trust accountharmed. 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~~We ~~will~~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 non-disclosure 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 ~~entitled~~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 ~~normally~~may ~~afforded~~also be unavailable, limited or difficult to ~~investors~~enforce ofin ~~many~~some ~~other~~countries, ~~blank~~which ~~check~~could ~~companies~~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.

~~Since~~Risks ~~the~~related ~~net proceeds of our Initial Public Offering and the sale of the Private Placement Units are intended~~ to beForeign used to complete an initial business combination with a target business that has not been selected, we 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 our Initial Public Offering and the sale of the Private Placement Units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. 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 subject to Rule 419. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust 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.Operations

If weAMC ~~seek~~is ~~shareholder~~deemed ~~approval of our initial business combination and we do not conduct redemptions pursuant~~ to ~~the~~be ~~tender~~a ~~offer~~China-based ~~rules~~company, ~~and~~ ifit ~~you~~could orhave a ~~“group”~~significant ofimpact ~~shareholders~~on ~~are~~AMC’s ~~deemed~~business tooperations ~~hold~~and ~~in excess of 15% of our Ordinary Shares, you will lose~~ the ~~ability to~~value ~~redeem all such shares in excess~~ of ~~15% of our Ordinary Shares~~its securities.

IfBased weon ~~seek~~AMC’s ~~shareholder~~jurisdiction ~~approval~~ of ~~our~~incorporation, ~~initial~~financial ~~business~~makeup ~~combination~~ and ~~we do not conduct redemptions in connection with our initial~~ business ~~combination~~ ~~pursuant to the tender offer rules~~operations, ~~our~~AMC ~~Second~~is ~~Amended~~not ~~and~~considered ~~Restated Memorandum and Articles of Association, as amended, provides that~~ a ~~public~~China-based ~~shareholder~~company. However, ~~together~~because ~~with~~it ~~any~~conducts ~~affiliate~~certain ofoperations ~~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)~~PRC, ~~will~~it beis ~~restricted~~possible ~~from~~that ~~seeking redemption rights with respect to more than an aggregate of 15% of~~ the ~~shares~~PRC ~~sold~~government incould ~~our~~seek ~~Initial~~to ~~Public~~deem ~~Offering,~~AMC ~~which we refer to~~ as ~~the~~a ~~“Excess~~China-based ~~Shares~~issuer.” ~~However,~~If ~~our~~AMC ~~Second~~were ~~Amended and Restated Memorandum and Articles of Association, as amended, does not restrict our shareholders’ ability~~ to ~~vote~~be ~~all~~deemed ~~of their shares (including Excess Shares) for or against our business combination. Your inability~~ to ~~redeem~~be ~~the~~a ~~Excess Shares~~China-based ~~will~~issuer ~~reduce~~and ~~your~~become ~~influence~~subject ~~over our ability~~ to ~~complete~~PRC ~~our~~regulation ~~business combination~~ and ~~you~~oversight, it could ~~suffer~~have a material adverse ~~loss~~effect on ~~your investment~~its ~~in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our~~ business ~~combination.~~operations ~~As a result, you will continue to hold that number of shares exceeding 15%~~ and, inthe ~~order~~value ~~to dispose~~ of ~~such~~its ~~shares, would be required to sell your share in open market transactions, potentially at a loss~~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 involve 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.

~~Because of~~Table 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.~~Contents

WeThe ~~expect~~PRC togovernment ~~encounter~~may ~~intense~~exercise ~~competition~~certain ~~from~~oversight ~~other~~over ~~entities~~the ~~having~~conduct aof ~~business~~AMC’s ~~objective similar to ours~~business, ~~including~~and ~~private investors (which~~ may beinfluence ~~individuals~~AMC’s ~~or investment partnerships)~~operations, ~~other blank check companies and other entities, domestic and international, competing~~which ~~for~~could ~~the~~result ~~types~~in ofchanges ~~businesses~~in weAMC’s ~~intend to acquire~~operations. ~~Many~~Changes ~~of these entities are well-established and have extensive experience~~ in ~~identifying and~~China’s ~~effecting,~~economic ~~directly~~ or ~~indirectly,~~social ~~acquisitions~~conditions ~~of companies operating in~~ or ~~providing~~government ~~services~~policies tocould have ~~various~~a ~~industries.~~material ~~Many~~adverse ofeffect ~~these competitors~~on ~~possess greater technical~~AMC, ~~human~~ and ~~other~~the ~~resources~~surviving orcombined ~~more~~business ~~local~~after ~~industry~~the ~~knowledge~~combination, ~~than we do~~ and ~~our~~their ~~financial~~business, ~~resources will~~results ~~be relatively limited when contrasted with those~~ of ~~many of these competitors. As a result~~operations, ~~our ability to compete with respect~~ ~~to the acquisition of certain target businesses that are sizable will be limited by our available~~ financial ~~resources.~~condition, ~~This~~and ~~inherent competitive limitation gives others an advantage in pursuing~~ the ~~acquisition~~value of ~~certain~~AMC ~~target businesses~~securities.

~~Furthermore,~~Since ~~because~~AMC weconducts ~~are~~certain ~~obligated~~of toits ~~pay~~operation ~~cash~~in ~~for~~and ~~the~~some ~~Ordinary~~of ~~Shares~~its ~~which~~assets ~~our~~are ~~public~~located ~~shareholders redeem~~ in ~~connection with our initial business combination~~PRC, ~~target~~the ~~companies~~PRC ~~will~~government ~~be aware that this~~ may ~~reduce~~seek ~~the resources available~~ to usinfluence ~~for~~and ~~our initial business combination.~~exert ~~This~~control ~~may~~over ~~place~~AMCs usoperations atwhich acould ~~competitive~~result ~~disadvantage~~ in ~~successfully negotiating~~ a ~~business~~material ~~combination.~~change Ifin weits ~~are~~operations ~~unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share,~~ and/or ~~less in certain circumstances, on~~ the ~~liquidation~~value of ~~our~~AMC’s ~~trust account and our Rights will expire worthless~~securities. In ~~certain circumstances~~ addition, ~~our~~AMC’s ~~public~~results ~~shareholders~~of ~~may~~operations ~~receive less~~and ~~than~~financial ~~$10.20~~condition ~~per~~may ~~share~~be ~~upon~~influenced ~~our~~to ~~liquidation.~~a ~~See~~significant “—degree Ifby ~~third parties bring claims against us,~~ the ~~proceeds~~economic ~~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”~~social ~~and~~conditions ~~other risk factors~~ in ~~this~~the ~~section~~PRC.

IfThe ~~the~~PRC ~~net~~government ~~proceeds~~may ofbe ~~our~~authorized ~~Initial~~by ~~Public~~the ~~Offering~~laws and ~~the~~regulations ~~sale~~to ofexercise ~~the~~significant ~~Private~~control ~~Placement~~and ~~Units~~take ~~not~~regulatory ~~being~~actions ~~held~~over in the ~~trust account are insufficient~~conduct toof ~~allow~~AMC’s usbusiness, toand ~~operate for at least~~ the ~~next~~regulations 24to ~~months~~which ~~from~~we ~~the~~are ~~closing~~subject ofmay ~~our~~change ~~Initial~~rapidly ~~Public~~and ~~Offering,~~with orlittle ifadvance wenotice. ~~decide~~Like tomany ~~extend the~~other ~~period~~jurisdictions, ofnew ~~time~~laws, ~~to consummate our business combination~~regulations, ~~the~~and ~~next~~other 33government ~~months~~directives ~~from~~in the ~~closing~~PRC ~~of our Initial Public Offering (as further described in our Registration Statement), we~~ may also be ~~unable~~costly to ~~complete~~comply ~~our initial business combination~~with, inand ~~which~~such ~~case our public shareholders~~compliance ~~may~~or ~~only~~any ~~receive~~associated ~~$10.20~~inquiries ~~per~~or ~~share,~~investigations or ~~less~~any ~~than~~other ~~such~~government ~~amount~~actions ~~in certain circumstances, and our Rights will expire worthless.~~may:

~~The funds~~● ~~available~~Delay ~~to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months from the closing of our Initial Public Offering,~~ or ifimpede weAMC’s ~~decide to extend the period of time to consummate our business combination~~development, ~~the next~~● 33Result ~~months from the closing of our Initial Public Offering (as further described~~ in ~~our~~negative ~~Registration~~publicity ~~Statement),~~or ~~assuming~~increase ~~that~~AMC’s ~~our initial~~product ~~business~~cost ~~combination~~and isoperating ~~not completed during that time. We believe that~~costs, ~~upon~~● ~~the~~Require ~~closing~~significant ofmanagement our Initial Public Offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time toand ~~consummate our business combination~~attention, the next 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement); 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~~Subject ~~required~~AMC to ~~forfeit such funds (whether as a result of our breach or otherwise)~~remedies, weadministrative ~~might~~penalties 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~~even ~~Rights~~criminal ~~will~~liabilities ~~expire~~that ~~worthless. In certain circumstances, our public shareholders~~ may ~~receive~~adversely ~~less~~affect ~~than~~AMC’s ~~$10~~business.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.

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 fails 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.

~~If the~~Table ~~net proceeds~~ of our Initial Public Offering and the sale of the Private Placement 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

OfAdditional ~~the~~Regulations net proceeds of our Initial Public Offering and the sale of the Private Placement 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~~PRC ~~obligation~~Law toRelating ~~advance funds~~ to usData inSecurity 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~~Confidentiality ~~a waiver against any~~ and ~~all~~Archives ~~rights~~Management 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 besubject ~~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~~additional ~~operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately~~compliance ~~$10.20~~requirements 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~~future.~~20 per share” and other risk factors in this section.~~

WeRecently, dothe ~~not~~General ~~have~~Office aof ~~specified~~the ~~maximum~~Central ~~redemption~~Committee ~~threshold~~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 ~~absence~~Opinions ofemphasized ~~such~~the aneed ~~redemption~~to ~~threshold~~strengthen ~~may~~the ~~make~~administration over itillegal ~~possible~~securities ~~for~~activities, usand the need to ~~complete~~strengthen the supervision over overseas listings by Chinese companies. The Opinions aproposed ~~business~~to ~~combination~~take ~~with~~effective ~~which~~measures, asuch ~~substantial~~as ~~majority~~promoting the construction of ~~our~~relevant ~~shareholders~~regulatory dosystems, ~~not~~to ~~agree~~deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.

~~Our~~On ~~Second~~February ~~Amended~~24, 2023, the CSRC and ~~Restated~~several ~~Memorandum~~other administrations jointly released the revised Provisions on Strengthening Confidentiality and ~~Articles~~Archiving Administration of ~~Association,~~Overseas asSecurities ~~amended,~~Offering ~~does~~and ~~not~~Listing ~~provide~~by aDomestic ~~specified~~Companies, ~~maximum~~or ~~redemption~~the ~~threshold.~~Archives Rules, which came into Aseffect aon ~~result~~March 31, we2023. ~~may~~The beArchives ~~able~~Rules apply to ~~complete~~both ~~our~~overseas ~~business~~direct ~~combination~~offerings ~~even~~and ~~though~~overseas aindirect ~~substantial~~offerings. ~~majority~~The Archives Rules provides that, among other things, (i) in relation to the overseas listing activities of ~~our~~PRC ~~public~~domestic ~~shareholders~~enterprises, dothe ~~not~~PRC domestic enterprises ~~agree~~are required to strictly comply with the ~~transaction~~relevant ~~and~~requirements ~~have~~on ~~redeemed~~confidentiality ~~their~~and ~~shares~~archives ormanagement, ifestablish wea ~~seek~~sound ~~shareholder~~confidentiality and ~~approval~~archives ofsystem, ~~our~~and ~~initial~~take ~~business~~necessary ~~combination~~measures to discharge their confidentiality and archives management responsibilities; (ii) if doa ~~not~~PRC ~~conduct~~domestic ~~redemptions~~enterprise inis ~~connection~~required ~~with~~to ~~our~~publicly ~~business~~disclose ~~combination~~or ~~pursuant~~provide to ~~the~~any ~~tender~~securities ~~offer~~companies ~~rules,~~or ~~have~~other ~~entered~~securities ~~into~~service ~~privately~~providers ~~negotiated~~or ~~agreements~~overseas toregulators ~~sell~~or ~~their~~individuals, ~~shares~~any tomaterials ~~our~~that ~~Initial~~contain ~~Shareholders,~~state ~~advisors~~secrets or ~~their~~government ~~affiliates.~~work Insecrets ~~the~~(where ~~event~~there ~~the~~is ~~aggregate cash~~ambiguity ~~consideration~~or wedispute ~~would~~on bewhether ~~required~~it tois ~~pay~~state ~~for~~secret ~~all~~or ~~Ordinary~~government ~~Shares~~work ~~that~~secret, ~~are~~a ~~validly~~request shall be submitted to the competent government authority for ~~redemption~~determination), ~~plus~~during ~~any~~the ~~amount~~course ~~required to~~of ~~satisfy~~its ~~cash~~overseas ~~conditions~~offering ~~pursuant~~or tolisting, the ~~terms~~PRC ofdomestic enterprise shall apply for approval from competent authorities and file with the ~~proposed~~secrecy ~~business~~administrative ~~combination~~department ~~exceed~~at the ~~aggregate~~same ~~amount~~level; ofand ~~cash~~(iii) ~~available~~working topapers produced in China ~~us,~~by wesecurities ~~will~~companies ~~not~~and ~~complete~~other ~~the~~securities ~~business~~service ~~combination~~institutions, orwho ~~redeem~~provide ~~any~~such ~~shares,~~PRC ~~all~~domestic ~~Ordinary~~enterprises ~~Shares~~with ~~submitted~~securities ~~for~~services during ~~redemption~~their ~~will~~overseas issuance and listing, should be ~~returned to~~stored in the ~~holders thereof~~PRC, and wethe ~~instead~~transmission ~~may~~of ~~search~~any ~~for~~such anworking ~~alternate~~papers ~~business~~to ~~combination~~recipients outside China must be approved following the applicable 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.

~~If third~~Table ~~parties~~of ~~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.~~Contents

~~Our~~Additionally, ~~placing of funds in~~ the ~~trust~~PRC ~~account~~Cybersecurity ~~may~~Law ~~not~~requires ~~protect~~companies ~~those funds from third-party claims against us. Although we will seek~~ to ~~have~~implement ~~all vendors,~~certain ~~service providers~~organizational, ~~prospective~~technical ~~target~~and ~~businesses~~administrative ormeasures and other ~~entities with which we do business execute agreements with us waiving~~necessary ~~any~~measures ~~right,~~to ~~title,~~ensure ~~interest~~the orsecurity ~~claim~~ of ~~any~~their ~~kind~~networks inand ordata tostored ~~any~~on ~~monies~~their ~~held~~networks. inSpecifically, the ~~trust~~Cybersecurity ~~account~~Law ~~for~~provides ~~the benefit of our public shareholders,~~that ~~such~~China ~~parties~~adopts ~~may~~a ~~not~~multi-level ~~execute~~protection ~~such~~scheme ~~agreements~~(“MLPS”), orunder ~~even~~which ifnetwork ~~they~~operators ~~execute~~are ~~such~~required ~~agreements~~to ~~they~~perform ~~may~~obligations of ~~not~~security beprotection ~~prevented~~to ~~from~~ensure ~~bringing~~that ~~claims against~~ the ~~trust~~network ~~account,~~is ~~including,~~free ~~but~~from ~~not~~interference, ~~limited~~disruption ~~to,~~or ~~fraudulent~~unauthorized ~~inducement~~access, ~~breach~~and ofprevent ~~fiduciary~~network ~~responsibility~~data from orbeing ~~other similar claims~~disclosed, asstolen ~~well~~or astampered. ~~claims~~Under ~~challenging~~ the ~~enforceability of the waiver~~MLPS, inentities ~~each~~operating ~~case~~information insystems ~~order~~must tohave ~~gain advantage with respect to~~ a ~~claim against~~thorough ~~our~~assessment ~~assets,~~of ~~including~~ the risks ~~funds~~and ~~held in~~ the ~~trust~~conditions ~~account.~~of Iftheir ~~any~~information ~~third~~and ~~party~~network ~~refuses~~systems to ~~execute~~determine anthe ~~agreement~~level ~~waiving such claims~~ to ~~the~~which ~~monies held in~~ the ~~trust~~entity’s ~~account,~~information ~~our~~and network ~~management~~systems ~~will~~belong-from ~~perform an analysis of~~ the ~~alternatives~~lowest ~~available~~Level 1 to itthe ~~and~~highest ~~will~~Level ~~only~~5 ~~enter into~~pursuant anto ~~agreement with~~ a ~~third~~series ~~party~~of ~~that~~national ~~has~~standards ~~not~~on ~~executed~~the agrading ~~waiver~~and ~~if management believes that such third party’s engagement would~~implementation beof ~~significantly~~the ~~more~~classified ~~beneficial~~protection toof uscybersecurity. ~~than~~The ~~any~~grading ~~alternative.~~result ~~Making~~will ~~such~~determine athe ~~request~~set of ~~potential~~security ~~target~~protection ~~businesses~~obligations ~~may~~that ~~make our acquisition~~entities ~~proposal~~must ~~less~~comply ~~attractive~~with. toEntities ~~them~~classified ~~and,~~as toLevel ~~the~~2 ~~extent~~or ~~prospective~~above ~~target~~should ~~businesses~~report ~~refuse~~the grade to ~~execute~~the ~~such~~relevant agovernment ~~waiver,~~authority itfor ~~may limit the field~~examination ofand ~~potential target businesses that we might pursue~~approval.

~~Examples~~On ofNovember ~~possible~~14, ~~instances~~2021, ~~where we may engage a third party that refuses to execute a waiver include~~ the ~~engagement~~CAC ofreleased 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~~Regulations ason aNetwork ~~result~~Data ~~of,~~Security orManagement ~~arising~~(draft ~~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~~comments), ifwhich ~~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~~if ~~not~~a ~~waived~~data processor that ~~may~~processes bepersonal ~~brought~~data ~~against~~of usmore ~~within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less~~ than ~~the~~one ~~$10.20~~million ~~per~~users ~~share~~intends ~~initially~~to ~~held~~list in ~~the~~a ~~trust~~foreign ~~account~~country, ~~due to claims of such creditors. Our Sponsor has agreed that~~ it ~~will~~must beapply ~~liable to us if and to the extent any claims by a vendor~~ for ~~services rendered or products sold~~ ~~to us, or~~ a ~~prospective~~cybersecurity ~~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~~review.20 ~~per~~Pending ~~public share or (ii) such lesser amount per public share held in~~ the ~~trust~~finalization, ~~account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets~~adoption, inenforcement ~~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~~interpretation ~~rights to seek access to the trust account and except as to any claims under our indemnity~~ of ~~the~~these ~~underwriters~~new ofmeasures our Initial Public 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~~regulations, we ~~believe it is unlikely that our Sponsor would be able to satisfy those obligations. As a result, if any such~~ ~~claims~~cannot ~~were~~rule ~~successfully~~out ~~made against~~ the ~~trust~~possibility ~~account,~~that the ~~funds~~measures ~~available for our initial business combination~~ and ~~redemptions~~regulations ~~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~~enacted, ~~and you~~interpreted ~~would~~or ~~receive~~implemented ~~such lesser amount per share~~ in ~~connection~~ways ~~with~~that ~~any~~will ~~redemption of your public shares. None of our officers or directors~~negatively ~~are~~affect ~~required to indemnify~~ us ~~for claims by third parties including, without limitation, claims by vendors and prospective target businesses~~.

~~Our~~The ~~independent~~PRC ~~directors~~Data ~~may~~Security ~~decide~~Law, ~~not~~which towas ~~enforce~~promulgated by the ~~indemnification~~Standing ~~obligations~~Committee of ~~our~~the ~~Sponsor~~National People’s Congress, ~~resulting~~or inthe aSCNPC, ~~reduction~~on inJune 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 ~~amount~~PRC Data Security Law introduces a data classification and hierarchical protection system based on the importance of ~~funds~~data in economic and social development, and the ~~trust~~degree ~~account~~of ~~available~~harm ~~for~~it ~~distribution~~will cause to ~~our~~national security, public ~~shareholders~~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 and 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.

InOn ~~the~~August ~~event~~20, ~~that~~2021, the ~~proceeds~~SCNPC inpromulgated the ~~trust~~Personal ~~account~~Information ~~are~~Protection ~~reduced~~Law ~~below~~of the ~~lesser~~PRC, ofor ~~(i)~~the ~~$10.20~~Personal ~~per~~Information ~~public~~Protection ~~share~~Law, which ortook ~~(ii)~~effect ~~such~~on ~~lesser~~November ~~amount per~~1, ~~share~~2021. ~~held~~As in the ~~trust~~first ~~account~~systematic asand ofcomprehensive ~~the~~law ~~date~~specifically offor the ~~liquidation~~protection of ~~the~~personal ~~trust~~information in ~~account~~the ~~due~~PRC, tothe ~~reductions~~Personal inInformation ~~the~~Protection ~~value~~Law ofprovides, ~~the~~among ~~trust assets~~others, inthat ~~each~~(i) ~~case~~an ~~net~~individual’s ofconsent ~~the~~shall ~~interest~~be ~~which~~obtained to ~~may~~use besensitive ~~withdrawn~~personal toinformation, ~~pay~~such ~~taxes,~~as biometric characteristics and ~~our~~individual ~~Sponsor~~location ~~asserts~~tracking, ~~that~~(ii) itpersonal isinformation operators ~~unable~~using tosensitive ~~satisfy~~personal ~~its obligations~~information orshall ~~that~~notify itindividuals ~~has~~of nothe ~~indemnification~~necessity ~~obligations~~of ~~related~~such touse aand ~~particular~~impact ~~claim~~on the individual’s rights, ~~our~~and ~~independent~~(iii) ~~directors~~where ~~would~~personal ~~determine~~information ~~whether~~ operators reject an individual’s request to ~~take~~exercise ~~legal~~his ~~action~~or ~~against~~her ~~our~~rights, ~~Sponsor~~the toindividual may ~~enforce~~file ~~its~~a ~~indemnification~~lawsuit ~~obligations~~with a People’s Court.

~~While~~As weof ~~currently~~the ~~expect~~date ~~that~~of ~~our~~this ~~independent~~Annual ~~directors~~Report ~~would~~on ~~take~~Form ~~legal~~10-K, ~~action~~AMC onhas ~~our~~not ~~behalf~~received ~~against~~any ~~our~~notice ~~Sponsor~~from any authorities identifying it as a critical information infrastructure operator or requiring it to ~~enforce~~go ~~its~~through ~~indemnification~~cybersecurity review or network data security review by the CAC. ~~obligations~~AMC’s operations and listing are not expected to usbe affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that it is ~~possible~~not ~~that~~(i) ~~our~~a ~~independent~~network ~~directors~~platform operator engaging in ~~exercising~~data ~~their~~processing ~~business~~activities ~~judgment~~that affect or may ~~choose~~affect ~~not~~national tosecurity; do(ii) soa ~~if,~~critical ~~for~~information infrastructure operator purchasing cyber products or services ~~example,~~that ~~the~~affect ~~cost~~or may affect national security; or (iii) a network platform operator with personal information data of ~~such~~more ~~legal~~than ~~action~~one million isusers. ~~deemed~~There byremains ~~the~~uncertainty, ~~independent~~however, ~~directors~~as to behow ~~too~~the ~~high~~Cybersecurity ~~relative~~Review toMeasures and the ~~amount~~Security ~~recoverable~~Administration Draft will be interpreted or if implemented and whether the ~~independent~~PRC ~~directors~~regulatory ~~determine~~agencies, ~~that~~including athe ~~favorable~~CAC, ~~outcome~~may isadopt ~~not~~new ~~likely~~laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. If ~~our~~any ~~independent~~such ~~directors~~new ~~choose~~laws, ~~not~~regulations, rules, or implementation and interpretation come into effect, AMC expects to ~~enforce~~take ~~these~~all ~~indemnification~~reasonable ~~obligations,~~measures and actions to comply and to minimize the ~~amount~~adverse effect of ~~funds~~such inlaws ~~the~~on ~~trust~~it. ~~account~~AMC ~~available~~cannot ~~for~~guarantee, ~~distribution~~however, that it will not be subject to ~~our~~cybersecurity ~~public~~review ~~shareholders~~and network data security review in the future. During such reviews, AMC may be ~~reduced~~ ~~below~~required ~~$10~~to suspend its operations or experience other disruptions to operations.20 ~~per~~Cybersecurity ~~share~~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.

~~If, after~~Table we distribute 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, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of ~~punitive damages.~~Contents

~~If,~~Uncertainties ~~after~~exist wewith ~~distribute~~respect ~~the~~to ~~proceeds~~how in the ~~trust~~PRC ~~account~~Foreign toInvestment ~~our~~Law ~~public~~may ~~shareholders,~~impact wethe ~~file~~viability a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board of ~~directors~~AMC’s ~~may~~current becorporate ~~viewed~~structure ~~as having breached its fiduciary duty to our creditors~~ and~~/or~~ ~~having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors~~operations.

IfLaws regulating foreign investment in PRC include Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment ~~before~~Law, ~~distributing~~effective from January 1, 2020, and the ~~proceeds~~Regulation infor Implementing the ~~trust~~Foreign ~~account~~Investment toLaw ~~our~~of ~~public~~the ~~shareholders~~People’s Republic of China, weor ~~file~~the aFIE ~~bankruptcy~~Implementing ~~petition~~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 anapproved ~~involuntary~~to ~~bankruptcy~~be issued by the State Council. While AMC ~~petition~~does isnot ~~filed~~operate ~~against~~in usan industry that is ~~not~~currently ~~dismissed~~subject to foreign investment restrictions or prohibition in PRC, ~~the~~it ~~claims~~is ofuncertain ~~creditors~~whether its industry will be named in ~~such~~an ~~proceeding~~updated ~~may~~“negative ~~have~~list” ~~priority~~to ~~over~~be issued in the ~~claims~~future. ofIf ~~our~~its industry is added to the “negative ~~shareholders~~list” ~~and~~or if the ~~per-share~~PRC ~~amount~~regulatory authorities otherwise decide to limit foreign ownership in its industry, there could be a risk that AMC would ~~otherwise~~ be ~~received~~unable byto ~~our~~do ~~shareholders~~regular business with its suppliers in ~~connection~~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 ~~our~~the ~~liquidation~~then ~~may~~applicable bePRC laws and regulations in order to continue its operations in PRC, AMC ~~reduced~~may experience material changes in its operations.

~~If,~~There ~~before~~are ~~distributing~~procedural ~~the~~requirements ~~proceeds~~for inforeign ~~the~~regulatory ~~trust~~bodies ~~account~~ to ~~our~~conduct ~~public~~investigations ~~shareholders, we file a bankruptcy petition~~ or aninspections 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~~AMC’s ~~parties~~operations ~~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~~China.

~~Our~~According ~~shareholders~~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 beprovide ~~held~~foreign ~~liable~~judicial ~~for~~or ~~claims~~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 ~~third~~overseas ~~parties~~regulators ~~against~~which uscould present legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China. Furthermore, as of the ~~extent~~date of ~~distributions~~this ~~received~~Annual Report on Form 10-K, 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 ~~them~~relevant ~~upon~~government ~~redemption~~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 ~~their~~the ~~shares~~PRC.

IfAlthough wethe ~~are~~authorities ~~forced~~in toChina ~~enter~~may ~~into~~establish ana ~~insolvent~~regulatory ~~liquidation,~~cooperation ~~any~~mechanism ~~distributions~~with ~~received~~the bysecurities ~~shareholders~~regulatory ~~could~~authorities beof ~~viewed~~another ~~as an unlawful payment~~country ifor ~~it was proved that immediately following the date on which the distribution was made~~region, wesuch ~~were unable to pay our debts~~ as ~~they fall due in~~ the ~~ordinary~~United ~~course of business. As a result~~States, awhich ~~liquidator~~ could ~~seek~~allow such authorities to ~~recover~~conduct ~~some~~investigations or ~~all~~evidence ~~amounts~~discovery, ~~received~~there byis ~~our shareholders.~~no ~~Furthermore,~~assurance ~~our~~that ~~directors~~any ~~may~~such bemechanism ~~viewed~~will asbe ~~having~~adopted ~~breached their fiduciary duties to us~~ or ~~our~~be ~~creditors~~effective. ~~and/or may have acted in bad faith~~Accordingly, ~~thereby~~there ~~exposing~~is ~~themselves~~no ~~and~~guarantee ~~our~~that ~~company~~requests ~~to claims, by paying public shareholders~~ from ~~the~~U.S. ~~trust account prior to addressing~~federal ~~the~~or ~~claims~~state ofregulators ~~creditors.~~or Weagencies ~~cannot~~to ~~assure~~investigate ~~you~~or ~~that~~inspect ~~claims~~AMC’s operations will ~~not~~ be ~~brought~~honored. ~~against~~If usthe ~~for these reasons~~U.S. Wesecurities ~~and~~regulatory ~~our directors and~~agencies ~~officers~~are ~~who~~unable ~~knowingly~~to ~~and~~conduct ~~willfully~~such ~~authorized~~investigations or ~~permitted~~evidence ~~any~~discovery ~~distribution~~processes, tothere beexists ~~paid~~a ~~out~~risk ofthat ~~our~~such ~~share~~regulatory ~~premium~~agencies ~~account~~may ~~while we were~~determine ~~unable~~ to ~~pay~~suspend ~~our~~or ~~debts~~de-register asAMC’s ~~they~~registration ~~fall~~with ~~due in~~ the ~~ordinary~~SEC ~~course of business would be guilty of an offence~~ and may bealso ~~liable~~delist ~~for~~AMC’s asecurities ~~fine of~~from ~~approximately~~trading ~~$18,000~~markets ~~and imprisonment for five years in~~ within the ~~Cayman~~United ~~Islands~~States.

~~Because~~Fluctuations wein ~~are~~the ~~not~~value ~~limited~~of ~~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~~Renminbi ormay ~~risks~~materially ofadversely ~~any~~affect ~~particular~~your ~~target business’ operations~~investment.

WeThe ~~may~~value ~~seek~~of tothe ~~complete~~Renminbi aagainst ~~business~~the ~~combination with an operating company in any industry or sector or geographical location~~U.S. ~~However,~~dollar ~~we will~~and ~~not,~~other ~~under~~currencies ~~our~~may ~~Second~~fluctuate ~~Amended~~ and ~~Restated~~is ~~Memorandum~~affected ~~and~~by, ~~Articles~~among ofother ~~Association~~things, aschanges ~~amended,~~in ~~be permitted to complete our business~~economic ~~combination~~conditions ~~with~~in ~~another~~China ~~blank~~and ~~check~~by ~~company~~China’s orforeign ~~similar~~exchange ~~company with nominal operations~~policies. ~~Because~~With wethe ~~have~~development ~~not~~of ~~yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate~~ the ~~possible~~foreign ~~merits~~exchange ormarket ~~risks~~and ~~of any~~progress ~~particular~~towards ~~target~~interest ~~business’s~~rate ~~operations,~~liberalization ~~results~~and ofRenminbi ~~operations~~internationalization, ~~cash flows, liquidity, financial condition or prospects. To~~ the ~~extent~~ wePRC ~~complete~~government ~~our business combination, we~~ may beannounce ~~affected~~further bychanges ~~numerous~~to ~~risks inherent in~~ the ~~business operations with which we combine.~~exchange ~~For~~rate ~~example~~system, ifand wethe ~~combine~~Renminbi ~~with~~may aappreciate ~~financially unstable business~~ or andepreciate ~~entity~~significantly ~~lacking~~against ~~an established record of revenues or earnings, we may be affected by~~ the ~~risks~~U.S. ~~inherent in the business and operations of a financially unstable or a development stage entity~~dollar. ~~Although our~~It ~~officers~~is ~~and~~difficult ~~directors will endeavor~~ to ~~evaluate~~predict ~~the~~how ~~risks inherent in a particular target business, we cannot assure you that we~~market ~~will~~forces ~~properly ascertain~~ or ~~assess~~PRC ~~all the significant risk factors~~ or ~~that we will have adequate time to complete due diligence~~U.S. ~~Furthermore, some~~government ofpolicy ~~these risks~~ may beimpact ~~outside of our control and leave us with no ability to control or reduce~~ the ~~chances~~exchange ~~that~~rate ~~those~~between 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~~Renminbi ~~combination~~and ~~could suffer a reduction in~~ the ~~value of their shares~~U.S. ~~Such shareholders are unlikely to have a remedy for such reduction in value~~dollar.

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.

~~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~~The ~~regarding~~hedging ~~performance~~options ~~by,~~available orin ~~businesses~~China ~~associated~~may ~~with~~not ~~our~~be ~~management~~sufficient ~~team~~to ~~and~~reduce ~~our~~AMC’s ~~Initial~~exposure ~~Shareholders~~to ~~and~~exchange ~~their~~rate ~~affiliates is presented for informational purposes only~~fluctuations. ~~Past~~As ~~performance~~of bythe ~~our~~date of ~~management~~this ~~team~~Annual ~~and~~Report ~~our~~on ~~Initial~~Form ~~Shareholders~~10-K, isAMC has not aentered ~~guarantee~~into ~~either~~any ~~(i)~~material ~~that we~~hedging ~~will~~transactions ~~be able~~ to ~~locate~~reduce aits ~~suitable~~exposure ~~candidate for our initial business combination or (ii) of success with respect~~ to ~~any~~foreign ~~business combination~~currency weexchange ~~may consummate~~risk. ~~The~~While ~~majority~~AMC ofmay ~~our~~enter ~~officers,~~into ~~directors~~hedging ~~and~~transactions ~~advisors have not had management experience with special purpose acquisition corporations~~ in the ~~past.~~future, ~~You should not rely on~~ the ~~historical~~availability ~~record~~and ofeffectiveness ~~our management team’s, our advisors’ or our Initial Shareholders’ respective performance as indicative~~ of ~~our~~these ~~future~~hedges ~~performance~~may ~~of an investment in us or the returns we will, or~~be ~~are likely to~~limited, ~~generate~~and ~~going~~AMC ~~forward.~~may ~~Furthermore, an investment in us is~~ not anbe ~~investment~~able into ~~our~~adequately ~~Initial~~hedge ~~Shareholders or~~ their ~~affiliates~~exposure.

WeGeneral ~~may~~risks ~~seek~~applicable ~~acquisition~~to ~~opportunities in industries or sectors which may be outside of our management’s area of expertise.~~AMC

WeOur ~~will~~Charter ~~consider~~provides, asubject ~~business combination outside of our management’s area of expertise if a business combination candidate is presented~~ to uslimited and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidateexceptions, ~~we cannot assure you~~ that ~~we will adequately ascertain or assess all~~ the ~~significant~~Court ~~risk~~of ~~factors.~~Chancery Weof also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in a business combination candidate. In the ~~event~~State weof ~~elect~~Delaware tois ~~pursue an acquisition outside of~~ the ~~areas~~sole ofand ~~our~~exclusive ~~management’s expertise, our management’s~~forum ~~expertise~~for ~~may~~certain ~~not~~stockholder belitigation ~~directly applicable to its evaluation or operation~~matters, ~~and~~which ~~the~~could ~~information~~limit ~~contained in our Registration Statement regarding the areas of our management~~stockholders’s ~~expertise~~ability ~~would not be relevant~~ to anobtain ~~understanding~~a offavorable ~~the~~judicial ~~business~~forum ~~that~~for ~~we elect to acquire.~~disputes Aswith aAMC ~~result, our management may not be able to adequately ascertain~~ or ~~assess~~its ~~all~~directors, ~~the significant risk factors. Accordingly~~officers, ~~any~~employees ~~shareholders who~~or ~~choose to remain shareholders following our business combination could suffer a reduction in the value of their shares~~stockholders. ~~Such shareholders are unlikely to have a remedy for such reduction in value.~~

~~Although~~The weCharter ~~have~~provides ~~identified~~that, ~~general~~unless ~~criteria~~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 ~~guidelines~~exclusive ~~that~~forum wefor ~~believe~~any ~~are~~AMC ~~important~~stockholder in(including ~~evaluating~~a ~~prospective~~beneficial owner) ~~target~~to ~~businesses~~bring (i) any derivative action or proceeding brought on behalf of AMC, we(ii) ~~may~~any action asserting a claim of breach of a fiduciary ~~enter~~duty ~~into~~owed ~~our~~by ~~initial~~any ~~business~~director, ~~combination~~officer ~~with~~or other employee to AMC or AMC’s stockholders, (iii) any action asserting a ~~target~~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 ~~does~~there is an indispensable party not ~~meet~~subject ~~such~~to ~~criteria~~the jurisdiction of the Court of Chancery (and ~~guidelines~~the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), ~~and~~which asis vested in the exclusive jurisdiction of a ~~result~~court or forum other than the Court of Chancery, or for which the ~~target~~Court of Chancery does not have subject matter jurisdiction. Furthermore, the federal ~~business~~district ~~with~~courts ~~which~~of wethe ~~enter~~United ~~into~~States ~~our~~of ~~initial~~America ~~business~~shall ~~combination~~be ~~may~~the ~~not~~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 ~~attributes~~notice ~~entirely~~of ~~consistent~~and ~~with~~consented ~~our~~to ~~general~~the ~~criteria~~forum provisions in the Charter. Notwithstanding the foregoing, investors cannot waive compliance with the U.S. federal securities laws and ~~guidelines~~rules and regulations promulgated thereunder.

~~Although~~The wechoice ~~have~~of ~~identified~~forum ~~general~~provision ~~criteria~~may ~~and~~limit ~~guidelines~~a ~~for~~stockholder’s ~~evaluating~~ability ~~prospective~~to ~~target~~bring ~~businesses,~~a itclaim isin ~~possible that~~ a ~~target~~judicial ~~business with~~forum ~~which~~that weit ~~enter~~finds ~~into~~favorable ~~our~~for ~~initial business combination will not have all of these positive attributes. If we complete our initial~~disputes ~~business combination~~ with aAMC ~~target that does not meet some~~ or ~~all~~any of ~~these~~its ~~criteria and guidelines~~directors, ~~such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition~~officers, ifother weemployees ~~announce~~or ~~a prospective business combination with a target that does not meet our general criteria and guidelines~~stockholders, ~~a greater number of shareholders may exercise their redemption rights,~~ which may ~~make~~discourage itlawsuits ~~difficult for us to meet any closing condition~~ with arespect ~~target business that requires us~~ to ~~have~~ asuch ~~minimum net worth or a certain amount of cash~~claims. ~~In addition~~ Alternatively, if ~~shareholder~~a ~~approval~~court ofwere ~~the transaction is required by law, or we decide~~ to ~~obtain~~find ~~shareholder~~the ~~approval~~choice ~~for business or other legal reasons, it may be more difficult for us to attain shareholder approval~~ of ~~our~~forum ~~initial~~provision ~~business~~contained ~~combination~~in if the ~~target~~Charter ~~business does not meet our general criteria and guidelines. If we are unable~~ to ~~complete our~~be ~~initial~~inapplicable ~~business combination, our public shareholders may receive only approximately $10.20 per share,~~ or ~~less~~unenforceable in ~~certain circumstances,~~ onan ~~the liquidation of our trust account and our Rights will expire worthless. In certain circumstances~~action, ~~our~~AMC ~~public shareholders~~ may ~~receive less~~incur ~~than~~additional ~~$10.20~~costs ~~per~~associated ~~share~~with onresolving ~~the~~such ~~redemption~~action ofin ~~their~~other ~~shares.~~jurisdictions, ~~See~~which “—could Ifharm ~~third~~its ~~parties bring claims against us~~business, ~~the proceeds~~ ~~held~~operating inresults ~~the trust account could be reduced~~ and ~~the~~financial ~~per-share redemption amount received by shareholders may be less than $10~~condition.~~20 per share” and other risk factors in this section.~~

Geopolitical conditions, including international conflicts, 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, including international conflicts such as the Russia-Ukraine, Israel-Hamas and US-Iran conflicts, 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.

~~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

~~To the extent we complete our initial business combination with an early~~Anti-~~stage company such as a pre-revenue entity with a limited operating~~takeover ~~history,~~provisions ~~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~~organizational ~~and~~documents ~~directors~~could ~~will~~make ~~endeavor~~an toacquisition 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~~AMC ~~risks~~more ~~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~~difficult.

WeThe ~~are~~Organizational ~~not~~Documents ~~required~~contain toprovisions ~~obtain~~that anmay ~~opinion~~delay ~~from~~or anprevent ~~independent~~a ~~investment~~change ~~banking~~of ~~firm~~control, ordiscourage ~~from~~bids anat ~~independent~~a ~~accounting~~premium ~~firm~~over the price of the Common Stock, ~~and~~adversely ~~consequently~~affect the price of the Common Stock, and adversely affect the voting and other rights of our stockholders. ~~you~~These ~~may~~provisions ~~have~~include: no(i) ~~assurance~~advance ~~from~~notice anprocedures ~~independent~~for ~~source~~seeking ~~that~~to ~~the~~bring ~~price~~business webefore ~~are~~each ~~paying~~annual meetings of stockholders or for nominating candidates for director, (ii) permitting the ~~business~~board isto ~~fair~~issue additional shares of common stock and to ~~our~~issue ~~company~~shares of preferred stock without the approval of stockholders, with such rights, preferences and privileges as they may designate; (iii) dividing the board into classes; (iv) prohibiting actions by written consent of stockholders in lieu of a meeting; and (v) prohibiting stockholders from calling a ~~financial~~special meeting. In addition, the board may adopt a stockholder rights plan upon such terms and conditions as it deems expedient ~~point~~in the interests of ~~view~~AMC.

~~Unless~~The werights ~~complete~~of ~~our~~holders ~~business combination with an affiliated entity or our board cannot independently determine the fair market value~~ of the ~~target~~ ~~business~~Common orStock ~~businesses,~~may 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~~impaired onby the ~~judgment~~possible offuture ~~our~~issuance ~~board~~ of ~~directors,~~preferred ~~who will determine fair market value based on standards generally accepted by the financial community~~stock. ~~Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.~~

~~Resources~~The ~~could~~board behas ~~wasted~~the inright, ~~researching~~without ~~acquisitions~~approval ~~that~~of ~~are~~the ~~not~~holders ~~completed~~of the Common Stock, to issue preferred stock with voting, dividend, conversion, liquidation and other rights which could ~~materially~~ adversely affect ~~subsequent~~the ~~attempts~~voting topower ~~locate~~ and ~~acquire~~equity orinterest ~~merge~~of ~~with~~the ~~another~~holders ~~business.~~of Ifthe weCommon ~~are~~Stock, ~~unable~~which could be issued with the right to ~~complete~~more ~~our~~than ~~initial~~one ~~business~~vote ~~combination~~per share, ~~our~~and ~~public~~could ~~shareholders~~be ~~may receive~~utilized ~~only~~as ~~approximately~~a ~~$10.20~~method ~~per~~of ~~share~~discouraging, delaying or ~~less~~preventing a ~~than~~change-of-control. ~~such~~The ~~amount~~possible innegative ~~certain~~impact ~~circumstances,~~ on takeover attempts could adversely affect the ~~liquidation~~price of ~~our~~the ~~trust~~Common ~~account~~Stock. Although ~~and~~there ~~our~~is ~~Rights~~no ~~will~~present ~~expire~~intention ~~worthless~~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 ~~anticipate~~are that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, and others. If we decide not to complete a ~~specific~~controlled ~~initial~~company ~~business~~under ~~combination,~~Nasdaq ~~the costs incurred up to that point for the proposed transaction likely would not be recoverable~~rules. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share 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 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.

Entities controlled by Sean Da own approximately 83% of the Common Stock. Accordingly, for the foreseeable future, Mr. Da controls AMC and its corporate affairs. As a result, Mr. Da, through such entities, has 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 has 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 is currently considered a “controlled company” under the Nasdaq rules. This allows 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 Annual Report on Form 10-K, 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.

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.

~~We may~~Table ~~attempt~~of 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.Contents

IfIt weis ~~determine~~not toexpected ~~simultaneously acquire several businesses~~ that ~~are~~AMC ~~owned by different sellers, we~~ will ~~need~~pay ~~for~~dividends ~~each~~in ~~of such sellers to agree that our purchase of its business is contingent on~~ the ~~simultaneous~~foreseeable ~~closings~~future ofafter the ~~other~~Business ~~business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination~~Combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

WeIt ~~may~~is ~~have~~expected athat ~~limited~~AMC ~~ability~~will toretain ~~assess~~most, ~~the~~if ~~management~~not all, of aits ~~prospective~~available ~~target~~funds ~~business~~and any future earnings to fund the development and, asgrowth of its business. As a result, ~~may~~it ~~complete~~is ~~our~~not ~~initial~~expected ~~business combination~~that ~~with~~AMC awill ~~target~~pay ~~business~~any ~~whose~~cash ~~management~~dividends ~~may~~in ~~not~~the ~~have~~foreseeable ~~the~~future. ~~skills,~~The ~~qualifications~~AMC orBoard ~~abilities~~has complete discretion as to ~~manage~~whether ato ~~public~~distribute ~~company~~dividends. Even if the AMC Board decides to declare and pay dividends, the timing, amount and ~~which~~form ~~could~~of future dividends, inif ~~turn~~any, ~~negatively~~will ~~impact~~depend on the ~~value~~future results of ~~our~~operations ~~shareholders~~and cash flow, capital requirements and surplus, AMC’s financial ~~investment~~condition, incontractual usrestrictions and other factors deemed relevant by the AMC Board.

~~When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business~~AMC’s management ~~may~~team behas limited ~~due~~experience tomanaging a lack of time, resources, or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications, or abilities we suspected. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public ~~company,~~ ~~the operations and profitability of the post-combination business may be negatively impacted~~company. 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.

~~The~~Most ~~officers~~of ~~and~~the ~~directors~~members of anAMC’s ~~acquisition~~management ~~candidate~~team ~~may~~have ~~resign~~limited ~~upon~~or ~~completion~~no ofexperience ~~our~~in ~~initial~~managing ~~business~~a ~~combination.~~publicly ~~The~~traded ~~departure~~company, ofinteracting awith public ~~business~~company ~~combination~~investors, ~~target’s~~and ~~key~~complying ~~personnel~~with ~~could~~the ~~negatively~~increasingly ~~impact~~complex ~~the~~laws ~~operations~~ and ~~profitability~~regulations ofpertaining ~~our~~to ~~post-combination~~public ~~business~~companies. AMC’s management ~~The~~team ~~role~~may ofnot ansuccessfully ~~acquisition~~or ~~candidate~~efficiently manage AMC’s ~~key~~transition ~~personnel~~to ~~upon~~being ~~the~~a ~~completion~~public ofcompany ~~our~~subject ~~initial~~to ~~business~~significant ~~combination~~regulatory ~~cannot~~oversight and bereporting ~~ascertained at~~obligations ~~this~~under ~~time.~~the ~~Although~~federal wesecurities ~~contemplate~~laws ~~that~~and ~~certain~~the ~~members~~continuous scrutiny of ansecurities ~~acquisition~~analysts ~~candidate’s~~and ~~management~~investors. ~~team~~These ~~will~~new obligations ~~remain~~and ~~associated with~~constituents ~~the~~will ~~acquisition~~require ~~candidate~~significant ~~following~~attention ~~our~~from ~~initial~~AMC’s ~~business~~senior ~~combination,~~management itand ismay ~~possible~~divert ~~that~~their ~~members~~attention ofaway from the day-to-day management of anits ~~acquisition candidate~~business, ~~will~~which ~~not~~could ~~wish~~adversely toaffect ~~remain~~AMC’s inbusiness, ~~place~~financial condition, and operating results.

WeAMC’s ~~may~~securities ~~attempt~~could tobe ~~complete our initial business combination with a private company about which little information is available~~delisted, which ~~may result~~could inlimit ainvestors’ ~~business~~ability ~~combination~~to ~~with~~make atransactions ~~company~~in ~~that~~AMC’s issecurities ~~not~~and assubject ~~profitable~~AMC to asadditional wetrading ~~suspected, if at all~~restrictions.

InAMC’s ~~pursuing~~Common ~~our~~Stock ~~acquisition~~is ~~strategy,~~listed weon ~~may seek to complete our initial business combination with a privately held company~~Nasdaq. ~~Very~~If ~~little public~~AMC ~~information~~fails ~~generally~~in ~~exists~~the ~~about~~future ~~private companies, and we could be required~~ to ~~make~~meet ~~our~~the ~~decision~~continued onlisting ~~whether~~requirements toand ~~pursue~~is asubsequently ~~potential~~delisted ~~initial~~from ~~business~~such ~~combination on the basis of limited information~~exchange, ~~which~~AMC ~~may~~could ~~result~~face insignificant amaterial ~~business~~adverse ~~combination with a company that is not as profitable as we suspected~~consequences, ~~if at all.~~including:

~~We may~~● ~~only~~a belimited ~~able~~availability toof ~~complete~~market ~~one~~quotations ~~business~~for ~~combination~~its ~~with~~securities; ~~the~~● ~~proceeds~~a oflimited ~~our~~amount ~~Initial~~of ~~Public~~news ~~Offering~~ and ~~the~~analyst ~~sale~~coverage offor ~~the~~AMC; ~~Private~~and ~~Placement Units,~~● ~~which~~a ~~will~~decreased ~~cause~~ability us to beissue ~~solely~~additional ~~dependent~~securities ~~on a single business which may have a limited number of products~~ or ~~services.~~obtain ~~This lack~~additional offinancing ~~diversification~~in ~~may~~the ~~negatively impact our operations and profitability~~future.

OfAMC ~~the~~may ~~net~~be ~~proceeds~~involved ~~from~~in ~~our~~legal ~~Initial~~or ~~Public~~other ~~Offering~~proceedings ~~and~~arising ~~the~~out ~~sale~~ of ~~the~~their ~~Private~~operations ~~Placement~~from ~~Units,~~time ~~and after giving effect~~ to ~~the~~time ~~Redemptions, up~~and tomay ~~$51,108,60~~face ~~will~~reputational berisks ~~available to complete our business combination~~ and ~~pay~~significant liabilities ~~related~~as ~~fees~~a ~~and expenses~~result.

WeAMC may ~~complete~~be ~~our~~involved ~~business~~from ~~combination with a single target business or multiple target businesses simultaneously or within a short period of~~ time. ~~However, we may not be able~~ to ~~complete~~time ~~our~~in ~~business~~disputes ~~combination~~ with ~~more than one target business because of~~ various ~~factors, including~~parties ~~the~~involved ~~existence~~in ofits complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entityoperations, ~~our~~including ~~lack~~but ofnot ~~diversification~~limited ~~may subject us~~ to ~~numerous~~its ~~economic~~suppliers, ~~competitive~~employees, and ~~regulatory~~logistics ~~developments~~service providers. ~~Further,~~These wedisputes ~~would~~may ~~not~~lead ~~be able~~ to ~~diversify~~legal ~~our operations~~ or ~~benefit~~other ~~from~~proceedings, ~~the~~including ~~possible~~threatened ~~spreading of risks or offsetting of losses~~proceedings, ~~unlike other entities~~ which may ~~have~~result ~~the~~in ~~resources~~damages to ~~complete~~its ~~several~~reputation, ~~business~~substantial ~~combinations in~~costs ~~different~~and ~~industries~~diversion ~~or different areas~~ of aAMC’s ~~single~~resources ~~industry. In addition, we intend to focus our search for an initial business combination~~and inmanagement’s ~~a single industry~~attention. ~~Accordingly, the prospects for our success may be:~~

●In addition, ~~solely~~AMC ~~dependent~~may ~~upon~~encounter additional compliance issues in the ~~performance~~course of aoperations, ~~single~~which ~~business,~~may ~~property,~~subject orAMC ~~asset~~to administrative proceedings and unfavorable results, orand ●result ~~dependent~~in ~~upon~~liabilities ~~the~~and ~~development~~delays relating to its production or ~~market~~product ~~acceptance~~launch ofschedules. aAMC ~~single~~cannot orassure as ~~limited~~to ~~number~~the outcome of ~~products~~such legal proceedings, ~~processes~~and any negative outcome may materially and adversely affect its business, orfinancial ~~services~~condition and results of operations.

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

We maintain processes for assessing, identifying and managing material risks from cybersecurity threats to our business. These processes apply to our internal information systems, connected products, software, data, third-party service providers and certain aspects of our supply chain and business operations. Our business involves the use of computers, mobile devices, online platforms and other information technologies in substantially all aspects of our operations, including communications with employees, suppliers, manufacturers, distributors, customers and consumers. As a result, cybersecurity risk is an important part of our overall risk management activities.

~~This lack~~Table of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.Contents

Our ~~ability~~cybersecurity torisk ~~complete~~management aprocesses ~~business~~are ~~combination~~designed ~~may~~to beaddress ~~impacted~~risks bythat ~~the~~may ~~fact~~arise ~~that~~from ~~our~~unauthorized ~~Sponsor’s~~access ~~major~~to ~~shareholder,~~systems ~~Pengfei~~or ~~Zheng~~data, istheft, adestruction, ~~non-U.S. person~~loss, ~~and~~misappropriation aor ~~majority~~release of ~~our~~personal ~~officers~~information ~~and~~or ~~directors~~intellectual ~~are located in~~property, orransomware ~~have~~and ~~significant~~other ~~ties to~~malware, ~~China. This may make us~~phishing aand ~~less~~other ~~attractive~~social ~~partner~~engineering, tosoftware ~~potential~~vulnerabilities, ~~target~~misuse ~~companies~~of ~~outside the PRC~~credentials, ~~thereby~~failures ~~limiting~~of ~~our~~third-party ~~pool~~hosted ofenvironments ~~acquisition~~or ~~candidates~~ applications, and ~~making it~~disruptions ~~harder~~affecting ~~for~~the usinformation totechnology ~~complete~~systems anof ~~initial~~third ~~business~~parties ~~combination~~on ~~with~~which awe ~~non-China-based target company~~rely. ~~For~~These ~~example,~~processes wealso ~~may~~reflect ~~not~~that ~~be able to~~security ~~complete~~incidents ancan ~~initial~~take ~~business combination with~~ a ~~U.S.~~variety ~~target~~of ~~company~~forms ~~since~~and ~~such~~continue ~~initial business combination may be subject~~ to ~~U.S.~~evolve ~~foreign investment regulations and review by a U.S. government entity, such~~ as ~~the~~threat ~~Committee~~actors onbecome ~~Foreign~~more ~~Investment in the United States (CFIUS), or ultimately prohibited~~sophisticated.

~~Our~~As ~~Sponsor,~~part ~~AlphaVest~~of ~~Holding~~these LPprocesses, iswe ~~currently~~use ~~controlled~~a bycombination ~~Mr.~~of ~~Pengfei~~safeguards ~~Zheng,~~and ~~owns~~procedures ~~approximately~~that ~~55.2%~~may ofinclude ~~our~~user ~~outstanding~~access ~~shares. In addition~~controls, amonitoring ~~majority of our directors~~ and ~~officers are located in~~logging, device orand ~~have~~endpoint ~~significant ties to~~protections, ~~China.~~vulnerability Asidentification aand ~~result~~remediation, weincident ~~may~~response beand aescalation ~~less~~procedures, ~~attractive~~employee awareness ~~partner~~measures, toand ~~potential~~third-party ~~target~~diligence ~~companies~~and ~~outside the PRC~~oversight, ~~thereby~~as ~~limiting~~appropriate ~~our~~for ~~pool of acquisition candidates. This would impact~~ our ~~search~~size ~~for a target company~~ and ~~make~~operations. itBecause ~~harder~~we ~~for~~are ~~us to complete~~ an ~~initial business~~early-stage ~~combination~~company with alimited ~~non-China-based~~personnel ~~target~~and ~~company. For example~~resources, weour ~~may~~cybersecurity ~~not~~processes beare ~~able~~designed to ~~complete an initial business combination with a U.S. target company since such initial business combination may~~ be ~~subject~~proportionate to ~~U.S.~~our ~~foreign~~current ~~investment~~business ~~regulations~~ and ~~review by a U.S.~~ ~~government~~organizational ~~entity~~structure. ~~Certain~~At ~~federally licensed businesses in~~ the ~~United~~same ~~States~~time, ~~such~~our aslimited ~~broadcasters~~resources ~~and airlines,~~ may beaffect ~~subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in~~ the ~~United~~scope ~~States~~and byspeed ~~foreign~~of ~~persons~~our inability ~~order~~ to ~~determine~~investigate, ~~the effect of such transactions on the national~~remediate ~~security of the United States. We may be considered a “foreign person” under such rules~~ and ~~regulations~~prevent ~~and~~vulnerabilities ~~any proposed business combination between us~~ and ~~a U.S. business engaged in a regulated industry or which may affect national~~ security ~~could be subject to such foreign ownership restrictions and/or CFIUS review~~incidents.

~~The~~We ~~scope~~also ofconsider ~~CFIUS~~cybersecurity ~~was~~matters ~~expanded~~in byconnection with the ~~Foreign~~development, ~~Investment~~deployment ~~Risk~~and ~~Review~~support ~~Modernization Act~~ of ~~2018~~our ~~(“FIRRMA”)~~products toand ~~include~~products. ~~certain~~Our business ~~non-passive,~~depends ~~non-controlling~~in ~~investments~~part inon ~~sensitive~~connected ~~U.S.~~products, ~~businesses~~software ~~and~~functionality, ~~certain~~wireless ~~acquisitions~~communications ofand ~~real~~evolving ~~estate~~technologies, and ~~even~~we ~~with~~may nobe ~~underlying U.S.~~required ~~business.~~to ~~FIRRMA~~expand and ~~subsequent~~improve ~~implementing~~our ~~regulations~~information ~~that~~technologies ~~are~~as ~~now~~our inbusiness ~~force~~grows. ~~also~~These ~~subject~~factors ~~certain~~may ~~categories~~increase ofour ~~investments~~technological presence and corresponding exposure to ~~mandatory~~ ~~filings~~cybersecurity risk. IfIn ~~our~~addition, ~~potential~~because ~~initial~~we ~~business~~rely ~~combination~~on ~~with~~wireless acarriers ~~U.S.~~and ~~business~~other ~~falls~~third-party ~~within~~service providers ~~the~~in ~~scope~~aspects of ~~foreign~~our ~~ownership~~business, ~~restrictions~~interruptions, we ~~may~~failures beor ~~unable~~security toissues ~~consummate~~affecting athose ~~business~~parties ~~combination~~could ~~with~~adversely ~~such~~affect ~~business~~our operations, services and reputation.

InWe ~~addition,~~rely ifon ~~our~~third ~~potential~~parties ~~business~~in ~~combination~~several ~~falls~~aspects ~~within~~of ~~CFIUS’s~~our ~~jurisdiction~~business, weincluding ~~may~~technology, ~~be required to make a mandatory filing~~logistics, ~~determine~~ tocommunications ~~submit~~and aproduct ~~voluntary notice to CFIUS~~sourcing, ~~or proceed with the initial business combination without notifying CFIUS~~ and ~~then bear~~we ~~the~~consider ~~risk~~third-party ofand ~~CFIUS~~supply-chain ~~intervention,~~exposures ~~before~~as orpart ~~after~~of ~~closing~~our ~~the~~cybersecurity ~~initial~~risk ~~business~~management ~~combination~~processes. ~~CFIUS~~Our ~~may~~dependence ~~decide~~on tosuppliers ~~block or delay our initial~~and ~~business~~other ~~combination,~~external ~~impose~~counterparties ~~conditions~~may toincrease ~~mitigate~~our ~~national~~exposure ~~security concerns with respect~~ to ~~such~~operational ~~initial~~disruptions, ~~business~~technology ~~combination~~failures ~~or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations,~~ and ~~the~~other ~~potential~~incidents ~~impact~~outside ~~of CFIUS, may limit the attractiveness of a transaction with us or prevent~~our usdirect ~~from~~control. ~~pursuing~~We ~~certain~~also ~~initial~~consider broader business ~~combination~~continuity ~~opportunities~~risks that wecould ~~believe~~affect ~~would otherwise be beneficial to~~ us ~~and~~or ~~our stockholders. As a result,~~ the ~~pool~~third ofparties ~~potential~~on ~~targets with~~ which we ~~could~~depend, ~~complete~~including natural andisasters, ~~initial~~power ~~business~~outages, ~~combination~~geopolitical ~~may~~events, betrade ~~limited~~disputes, terrorism and ~~we may be adversely affected in terms of competing with~~ other ~~special purpose acquisition companies which do not have similar foreign ownership issues~~disruptions.

~~Moreover,~~Our ~~the~~business ~~process~~is ofalso ~~government~~subject ~~review~~to privacy, ~~whether~~data bysecurity ~~CFIUS~~and orrelated ~~otherwise,~~laws ~~could~~and beregulations ~~lengthy.~~in ~~Because~~the weUnited ~~only~~States ~~have~~and 24other ~~months~~jurisdictions. ~~(or~~In addition 33to ~~months~~breach ifnotification ~~we extend~~requirements ~~the~~that ~~period~~may ofbe ~~time~~triggered toby ~~consummate~~ a ~~business~~security ~~combination)~~incident, towe ~~complete~~may ~~our~~be ~~initial~~contractually ~~business~~required ~~combination, our failure~~ to ~~obtain any~~notify ~~required~~customers ~~approvals~~or ~~within~~other ~~the~~counterparties ~~requisite~~of ~~time~~certain ~~period~~incidents. ~~may~~Maintaining ~~prevent~~safeguards usand ~~from~~responding ~~completing~~to ~~the~~an ~~transaction~~actual ~~and~~or ~~require~~suspected ussecurity toincident may ~~liquidate.~~be Ifcostly ~~we liquidate,~~and ~~our~~resource-intensive ~~public~~and ~~shareholders~~could ~~may~~subject ~~only~~us ~~receive~~to ~~$10.20~~regulatory ~~per~~scrutiny, ~~share~~litigation, ~~initially~~fines, ~~and~~penalties, ~~our~~remediation ~~Rights~~costs, ~~will~~reputational harm ~~expire~~and ~~worthless~~business interruption. ~~Our~~We ~~public~~therefore ~~shareholders may~~consider ~~also~~legal ~~lose~~and ~~the~~regulatory ~~potential~~developments ~~investment~~relating ~~opportunity~~to inprivacy, adata ~~target~~security ~~company~~ and the ~~opportunity~~ processing of ~~realizing~~personal ~~future~~information ~~gains~~as onpart ~~such~~of ~~investments through~~our ~~any~~cybersecurity ~~price~~risk ~~appreciation~~management ~~in the combined company~~processes.

Because we conduct certain operations in the PRC and have PRC-related suppliers, our cybersecurity and data-related risk management processes also take into account certain PRC laws, regulations and regulatory developments. These include the PRC Cybersecurity Law, the PRC Data Security Law, the Personal Information Protection Law, the Cybersecurity Review Measures and the multi-level protection scheme, or MLPS. These laws and regulations may impose obligations relating to network security, data handling, personal information protection, classification and protection of data, and potential cybersecurity review requirements. We monitor these developments as part of our overall compliance and risk management activities because changes in PRC laws, regulations, interpretations or enforcement practices could impose additional obligations on us, our subsidiaries, suppliers or business partners, or could disrupt our operations.

As of the date of this Annual Report on Form 10-K, we have not received any notice from PRC authorities identifying us as a critical information infrastructure operator or requiring us to undergo a cybersecurity review or network data security review by the CAC. However, the interpretation and enforcement of PRC laws and regulations remain uncertain, and future developments could affect our business, operations and compliance obligations.

~~Risks Related~~Table toof ~~Our Securities~~Contents

~~NASDAQ~~Cybersecurity ~~may~~oversight ~~delist~~is part of our ~~securities~~overall ~~from~~risk ~~trading~~oversight onframework. ~~its~~Our ~~exchange~~board of directors oversees major business risks, ~~which~~including ~~could~~material ~~limit~~cybersecurity risks, ~~investors’~~and ~~ability~~management is responsible for the day-to-day ~~make~~assessment ~~transactions~~and inmanagement ~~our~~of ~~securities~~those risks. Management’s oversight involves coordination among personnel responsible for information technology, operations, product development, finance and ~~subject~~legal usor compliance matters, as appropriate. Material cybersecurity matters are escalated to ~~additional~~senior ~~trading~~management ~~restrictions~~and, where appropriate, to the board of directors. This framework reflects our size, organizational structure and stage of development.

~~Our~~As ~~Units,~~of ~~Ordinary~~the ~~Shares~~date ~~and~~of ~~Rights~~this ~~are~~Annual ~~listed~~Report on ~~NASDAQ.~~Form We10-K, ~~cannot~~we ~~assure~~are ~~you~~not ~~that~~aware ~~our~~of ~~securities~~any ~~will~~cybersecurity ~~continue~~incident tothat behas ~~listed~~materially onaffected, ~~NASDAQ in the future~~ or ~~prior~~is toreasonably likely ~~our initial business combination. In order~~ to ~~continue~~materially ~~listing~~affect, ~~our~~the ~~securities~~Company, onincluding ~~NASDAQ prior to~~ our ~~initial~~ business ~~combination~~strategy, weresults ~~must~~of ~~maintain~~operations ~~certain~~or financial, ~~distribution and share price levels~~condition. ~~Generally~~However, ~~we must maintain a minimum~~there ~~amount~~can inbe ~~shareholders’~~no ~~equity~~assurance ~~(generally~~that ~~$10,000,000)~~our processes and ameasures ~~minimum~~will ~~number~~be ofeffective ~~holders~~to ofprevent ~~our~~all ~~securities~~cybersecurity ~~(generally~~threats ~~400~~or ~~public holders)~~incidents. ~~Additionally~~Any security incident, inother ~~connection~~technology ~~with our initial business combination~~disruption, weor ~~will~~failure ~~be required~~ to ~~demonstrate~~comply ~~compliance~~ with ~~NASDAQ’s initial listing requirements~~privacy, ~~which~~data ~~are~~security ~~more~~or ~~rigorous~~related ~~than~~laws ~~NASDAQ’s~~and ~~continued~~regulations ~~listing~~could ~~requirements,~~harm ~~in order to continue to maintain~~our ~~the~~brand ~~listing~~and ~~of our securities on NASDAQ. For instance~~reputation, ~~our~~disrupt ~~share price would generally be required to be at least $4.00 per share and~~ our ~~shareholders’~~operations, ~~equity~~subject ~~would~~us ~~generally be required~~ to beregulatory atscrutiny ~~least~~or ~~$30~~legal ~~million~~liability, and wematerially ~~would~~adversely beaffect ~~required to have a minimum of 400~~our ~~round~~business, ~~lot~~results ~~holders~~ of ~~our~~operations ~~securities.~~and Wefinancial ~~cannot assure you that we will be able to meet those initial listing requirements at that time~~condition.

IfItem NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market2. ~~If this were to occur, we could face significant material adverse consequences, including:~~Properties

●We do anot ~~limited~~currently ~~availability~~own ofany ~~market~~material ~~quotations~~real ~~for~~property. ~~our~~We ~~securities;~~lease ●office ~~reduced~~space ~~liquidity~~in ~~for~~New ~~our~~York ~~securities;~~City ●under a ~~determination~~non-cancellable 39-month lease agreement that expires in 2027. In addition to our ~~Ordinary~~leased ~~Shares~~office isspace, awe ~~“penny~~rely ~~stock”~~on ~~which~~third ~~will~~parties ~~require~~for ~~brokers~~important ~~trading~~aspects inof our ~~Ordinary~~operations, ~~Shares~~including suppliers, tomanufacturers, ~~adhere~~distributors toand ~~more~~online ~~stringent~~sales ~~rules~~channels. AMC has disclosed that suppliers of its products and ~~possibly~~certain ~~result~~operations are located in aChina, ~~reduced~~and ~~level~~that ofit ~~trading~~sells ~~activity~~products inthrough Amazon across the ~~secondary~~United ~~trading~~States, ~~market~~Canada ~~for~~and Europe. As a result, our ~~securities;~~business is ●not adependent ~~limited~~on ~~amount~~owned ofmanufacturing ~~news~~facilities, and ~~analyst~~our ~~coverage;~~operational footprint includes third-party facilities and ●infrastructure used ain ~~decreased~~sourcing, ~~ability~~distribution and fulfillment. We believe our existing office space and the third-party facilities and infrastructure on which we rely are adequate for our current needs. We expect to ~~issue~~evaluate ~~additional~~our ~~securities~~property orneeds ~~obtain~~on ~~additional~~an ~~financing~~ongoing basis in light of the ~~future~~growth of our business and operations.

~~The~~Item National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities3.” ~~Because~~Legal our Units and eventually our Ordinary Shares and Rights are listed on NASDAQ, our Units, Ordinary Shares and Rights will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.Proceedings

WeFrom time to time, the Company may ~~issue~~become ~~additional~~involved ~~Ordinary~~in ~~Shares~~claims, suits, investigations or ~~preference~~other ~~shares~~proceedings toarising ~~complete~~in ~~our~~the ~~initial~~ordinary course of business. ~~combination~~As orof ~~under~~the andate ~~employee~~of ~~incentive plan~~this ~~after~~Annual ~~completion~~Report ofon ~~our~~Form ~~initial~~10-K, ~~business~~the ~~combination.~~Company ~~Any~~is ~~such~~not ~~issuances~~a ~~would~~party ~~dilute~~to ~~the~~any ~~interest~~material ofpending ~~our~~legal ~~shareholders~~proceedings, and ~~likely~~, ~~present~~to ~~other~~the ~~risks~~Company’s knowledge, no such material proceedings are threatened against it.

~~Our~~The ~~Second~~Company ~~Amended~~may ~~and~~in ~~Restated Memorandum and Articles of Association, as amended, authorizes~~ the ~~issuance~~future ofbe upsubject to ~~200,000,000 Ordinary~~litigation ~~Shares,~~or ~~par~~regulatory ~~value $0.0001 per share and 2~~proceedings,~~000,000~~ ~~preference~~including ~~shares,~~in ~~par~~connection ~~value~~with ~~$0.0001~~its ~~per share. As of April 14~~business, intellectual ~~2025~~property, ~~there~~commercial ~~are 3~~relationships,~~854,856~~ ~~Ordinary~~product ~~Shares~~activities, ~~issued~~privacy and ~~outstanding.~~data ~~As a result~~matters, ~~there~~employment ~~will be 196~~matters,~~145,144~~ ~~unissued~~securities ~~Ordinary~~matters ~~Shares available~~or ~~for~~other ~~issuance, which amount does not take into account the Ordinary Shares reserved for issuance upon exercise of any outstanding Rights~~disputes. ~~There are no preference shares issued and outstanding.~~

Item 4. Mine Safety Disclosures

Not Applicable.

~~We may~~Table ~~issue a substantial number~~ of 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 (although our Second Amended and Restated Memorandum and Articles of Association, as amended, provides that we may not issue securities that can vote with ordinary shareholders on matters related to our pre-initial business combination activity). However, our Second Amended and Restated Memorandum and Articles of Association, as amended, provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital share that would entitle the holders thereof to: (i) receive funds from the trust account; or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our Second Amended and Restated Memorandum and Articles of Association, as amended, to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, beyond 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement or (y) amend the foregoing provisions, unless (in connection with any such amendment to our Second Amended and Restated Memorandum and Articles of Association, as amended) we offer our public shareholders the opportunity to redeem their public shares. These provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended, like all provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended, may be amended with the approval of our shareholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Second Amended and Restated Memorandum and Articles of Association, as amended to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement) or (B) 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.Contents

~~The~~Part ~~issuance of additional Ordinary Shares or preference shares:~~II

●Item 5. ~~may~~Market ~~significantly~~for ~~dilute~~Registrant’s ~~the~~Common equity interest of investors in our Initial Public Offering; ● may subordinate the rights of holders of Ordinary Shares if preference shares are issued with rights senior to those afforded our Ordinary Shares; ● could cause a change of control if a substantial number of our Ordinary Shares are issuedEquity, ~~which~~Related ~~may~~Stockholder ~~affect,~~Matters ~~among other things, our ability to use our net operating loss carry forwards, if any,~~ and ~~could~~Issuer ~~result~~Purchases ~~in the resignation or removal~~ of ~~our~~Equity ~~present officers and directors; and ● may adversely affect prevailing market prices for our Units, Ordinary Shares and/or Rights~~Securities.

WeMarket may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.Information

~~Although~~Our wecommon ~~have~~stock nois ~~commitments~~listed ason of the ~~date~~Nasdaq ofCapital ~~our~~Market ~~Registration~~under ~~Statement~~the tosymbol ~~issue~~“AMCI.” ~~any~~Prior ~~notes or other debt securities, or~~ to ~~otherwise~~the ~~incur outstanding~~consummation ~~debt~~of ~~following~~the ~~our Initial Public Offering, we may choose to incur substantial debt to complete our~~ business combination. Wepursuant ~~have~~to ~~agreed~~which ~~that~~AMC weRobotics ~~will~~became ~~not~~a ~~incur~~publicly ~~any~~traded ~~indebtedness~~company, ~~unless we have obtained from~~ the ~~lender~~securities ~~a waiver~~ of ~~any~~our ~~right,~~predecessor ~~title,~~entity ~~interest or~~traded ~~claim~~under ofa ~~any~~different ~~kind~~name and inticker orsymbol. toFollowing the ~~monies~~closing ~~held~~of in the ~~trust~~business ~~account. As such~~combination, noour ~~issuance~~common ofstock ~~debt~~began ~~will~~trading ~~affect~~on the ~~per-share~~Nasdaq ~~amount~~Capital ~~available for~~Market ~~redemption from~~ under the ~~trust~~ticker ~~account.~~symbol ~~Nevertheless, the incurrence of debt could have a variety of negative effects, including:~~“AMCI.”

●The market ~~default~~price of our common stock may be volatile and ~~foreclosure~~subject onto ~~our~~significant ~~assets~~fluctuations ifin ~~our~~response ~~operating~~to ~~revenues~~a ~~after~~number anof ~~initial~~factors, ~~business~~including those ~~combination~~described ~~are~~in ~~insufficient~~Item to1A. ~~repay~~Risk ~~our~~Factors ~~debt~~of ~~obligations;~~this Annual Report on Form 10-K.

Holders

As of April 20, 2026, there were approximately 36 holders of record of our common stock. Because many of our shares are held by brokers or other nominees on behalf of beneficial owners, the actual number of beneficial holders of our common stock is greater than the number of record holders.

Dividend Policy

We have not declared or paid any cash dividends on our common stock since our inception. We currently intend to retain any future earnings to fund the development and growth of our business. Accordingly, we do not anticipate paying cash dividends on our common stock in the foreseeable future.

The payment of any future dividends will be at the discretion of our board of directors and will depend upon our financial condition, results of operations, capital requirements, contractual restrictions, business prospects and other factors that our board of directors may deem relevant.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2025, we issued shares of our common stock and other securities in connection with the consummation of our business combination and related transactions. These securities were issued in reliance on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The securities issued in these transactions were issued to accredited investors or other persons who were eligible to receive such securities in transactions not involving a public offering. The recipients represented their intent to acquire the securities for investment purposes and not with a view to distribution, and the securities were issued with appropriate legends and subject to applicable transfer restrictions. Additional information regarding these transactions is included in our filings with the Securities and Exchange Commission, including the Current Reports on Form 8-K and other filings relating to the business combination.

Issuer Purchases of Equity Securities

Neither we nor any affiliated purchaser repurchased any shares of our common stock during the fiscal year ended December 31, 2025.

Item 6. [Reserved]

●Table ~~acceleration~~ of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ● our inability to pay dividends on our Ordinary Shares; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Ordinary Shares if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and ● other disadvantages compared to our competitors who have less debt.Contents

~~The~~Item ~~grant~~7. ofManagement’s ~~registration~~Discussion ~~rights to our Initial Shareholders may make it more difficult to complete our initial business combination,~~ and ~~the~~ ~~future~~Analysis ~~exercise~~ of ~~such~~Financial ~~rights~~Condition ~~may~~and ~~adversely~~Results ~~affect the market price~~ of ~~our Ordinary Shares.~~Operations

~~Pursuant~~Forward-Looking to an agreement to be entered into concurrently with the issuance and sale of the securities in our Initial Public Offering, our Initial Shareholders (including EBC and its designees) and their permitted transferees can demand that we register their Founder Shares and EBC Founder Shares. In addition, holders of our Private Placement Units and their permitted transferees can demand that we register the Private Placement Units and/or the underlying securities, and holders of units that may be issued upon conversion of working capital loans may demand that we register such units and/or underlying securities. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Ordinary Shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Ordinary Shares that is expected when the Ordinary Shares and Private Placement Units owned by our Initial Shareholders or holders of our working capital units or their respective permitted transferees are registered.Statements

InReferences ~~order~~ to ~~complete~~the “Company,” “our,” ~~initial~~“us” ~~business~~or ~~combination,~~ “we” ~~may~~refer ~~seek~~ to ~~amend~~AMC ~~our~~Robotics ~~Second~~Corporation. ~~Amended~~The ~~and~~following discussion ~~Restated Memorandum~~ and ~~Articles~~analysis of ~~Association, as~~the ~~amended,~~Company’s orfinancial ~~other~~condition ~~governing~~and ~~instruments,~~results ~~including~~of ~~our~~operations ~~rights~~should ~~agreement,~~be read in aconjunction ~~manner~~with ~~that~~the ~~will~~audited financial ~~make~~statements itand ~~easier~~the ~~for~~related usnotes toincluded ~~complete~~in ~~our initial~~“Item ~~business~~8. ~~combination~~Financial ~~but~~Statements ~~that~~and ~~our~~Supplementary ~~shareholders~~Data” orof ~~Rights~~this ~~holders~~Annual Report ~~may~~on ~~not~~Form ~~support~~10-K.

InCertain ~~order~~information tocontained ~~complete a business combination, blank check companies have,~~ in the ~~recent~~discussion ~~past, amended various provisions of their charters~~ and ~~governing~~analysis ~~instruments,~~set ~~including~~forth ~~their~~below ~~rights~~includes ~~agreement~~forward-looking statements. ~~For~~Our ~~example,~~actual ~~blank~~results ~~check~~may ~~companies~~differ materially ~~have~~from ~~amended~~those ~~the~~anticipated ~~definition~~in ofthese ~~business combination,~~forward-looking ~~increased~~statements ~~redemption~~as ~~thresholds,~~a ~~changed~~result ~~industry~~of ~~focus~~many ~~and~~factors, ~~with~~including ~~respect~~those toset ~~their~~forth ~~Rights,~~under ~~amended their rights agreement,~~“Cautionary ~~respectively,~~Note toRegarding ~~require~~Forward-Looking ~~the~~Statements ~~Rights~~and toRisk beFactor ~~exchanged~~Summary,” ~~for~~“Item ~~cash and/or other securities~~1A. WeRisk ~~cannot~~Factors,” ~~assure~~and ~~you~~elsewhere ~~that~~in ~~we will not seek to amend~~this ~~our~~Annual ~~charter~~Report oron ~~other~~Form ~~governing instruments or change our industry focus in order to complete our initial business combination~~10-K.

Overview

Our Company and our Business Overview

AMC Robotics Corporation became publicly listed through the Business Combination with AlphaVest Acquisition Corp. in December 2025. Prior to the Business Combination, AMC Corporation, which was incorporated in the State of Washington on October 21, 2021, was the predecessor operating entity and conducted substantially all of the Company’s business activities. As the Business Combination was accounted for as a reverse recapitalization, AMC Corporation is considered the accounting acquirer, and its historical financial statements form the basis of the Company’s consolidated financial statements.

The Company distributes security cameras through e-commerce platforms across the United States, Canada, and Europe. Its product portfolio includes cameras designed for residential homes and small businesses, such as the YI dome guard, home camera, and outdoor camera.

The online stores on these e-commerce platforms in the aforementioned regions were owned by Ants, Xiaoyun, and Yishijue. Pursuant to the Authorization Agreements, these entities have authorized the Company to utilize their e-commerce platform accounts free of charge until October 20, 2026. The Authorization Agreements with Xiaoyun and Yishijue will continue until the existing inventory of the Company’s products has been sold, at which time the agreements will be terminated.

Xiaoyun and Yishijue are variable interest entities (VIEs), through contractual arrangements, holds effective control over their primary economic activities, assumes the associated risks and benefits from the economic rewards, making AMC Corporation the primary beneficiary. On December 1, 2025, AMAC Corporation terminated its contractual arrangements with Xiaoyun and Yishijue, which resulted in the loss of control over the VIE and, accordingly, the deconsolidation of the VIEs.

Recent Development and Future Objectives

Business Combination

AMC Corporation entered into the Business Combination Agreement with SPAC on August 16, 2024. In December 2025, the Company completed a business combination with AlphaVest Acquisition Corp. (the “Business Combination”), as a result of which AMC Corporation became a wholly owned subsidiary of AMC Robotics Corporation. The transaction was accounted for as a reverse recapitalization, with AMC Corporation deemed the accounting acquirer for financial reporting purposes.

~~Our Initial~~Table ~~Shareholders paid an aggregate~~ of $25,000 for the Founder Shares, or approximately $0.14 per Founder Share. As a result of this low initial price, our Initial Shareholders stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders.Contents

AsPrivate aInvestment result of the low acquisition cost of our Founder Shares, our Initial Shareholders could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in ~~value~~Public orEquity is(“PIPE”) unprofitable for our public shareholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.Financing

WeIn ~~may~~connection ~~amend~~with the ~~terms~~Business ofCombination, the ~~Rights~~Company inconsummated a ~~manner~~PIPE financing that ~~may~~generated begross ~~adverse~~proceeds toof ~~holders~~$8,000,000, which closed concurrently with the ~~approval~~Business byCombination. ~~the~~As ~~holders~~part of atthe ~~least~~PIPE afinancing, ~~majority of~~ the ~~then~~Company ~~outstanding~~issued ~~Rights~~2,240,000 PIPE warrants to investors.

~~Our~~Update ~~Rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement provides that the terms~~ of ~~the~~Revenue Rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The rights agreement requires the approval by the holders of at least a majority of the then outstanding Rights in order to make any change that adversely affects the interests of the holders of the Rights.Stream

~~Our~~In ~~Private~~2025, ~~Placement~~the ~~Units~~Company’s revenue composition changed, ~~Founder~~with ~~Shares~~a decrease in product sales and ~~EBC~~the ~~Founder~~introduction ~~Shares~~of ~~may~~a ~~have~~new anrevenue ~~adverse~~stream derived ~~effect~~from ona ~~the~~revenue-sharing ~~market~~arrangement ~~price~~with ofits ~~our~~related ~~Ordinary~~party, ~~Shares and~~Kami ~~make~~Vision. itUnder ~~more~~this ~~difficult~~arrangement, the Company is entitled to ~~complete~~30% of ~~our~~the ~~business~~revenue ~~combination~~generated from intelligent information services provided by Kami Vision.

~~Simultaneously~~Outlook ~~with the closing~~ of our Initial Public Offering, we issued to 430,500 Private Placement Units to our Sponsor and EBC. Our Initial Shareholders currently own 1,725,000 Founder Shares. EBC and its designees currently own 125,000 EBC Founder Shares. In addition, if our Initial Shareholders or their affiliates make any working capital loans, up to $150,000 of such loans may be converted into working capital units, at the ~~price~~ ofbusiness ~~$10.00~~models ~~per unit at the option of the lender. Such working capital units would be identical to the Private Placement Units sold in the private placement.~~

ToThe ~~the~~Company ~~extent~~intends ~~we issue Ordinary Shares~~ to ~~complete~~maintain aits ~~business~~recurring ~~combination,~~revenue ~~the~~streams ~~potential~~from ~~for~~existing ~~the~~product ~~issuance~~sales ofwhile agradually ~~substantial~~transitioning ~~number~~its ofbusiness ~~additional~~focus ~~Ordinary~~toward ~~Shares~~the ~~upon~~development ~~conversion~~and ~~rights~~deployment of upautonomous torobotic ~~$150,000~~systems ~~working~~and ~~capital~~intelligent ~~loans~~security ~~could~~solutions. ~~make~~Management usexpects athat ~~less attractive acquisition vehicle to~~this ashift ~~target~~in business. ~~Any~~model ~~such issuance~~ will ~~increase~~result ~~the~~in ~~number~~improved ofrevenue ~~issued~~margins and ~~outstanding~~support ~~Ordinary Shares and reduce~~ the ~~value~~long-term ofgrowth ~~the Ordinary Shares issued to complete the business combination. Therefore, our Private Placement Units~~ and ~~Founder~~success ~~Shares may make it more difficult to complete a business combination or increase the cost~~ of ~~acquiring~~ the ~~target~~Company’s ~~business~~operations.

~~The~~Executive ~~private~~Summary ~~rights included in the Private Placement Units are identical to the public rights sold as part~~ of ~~the~~Financial units in our Initial Public Offering except that the private rights (including the Ordinary Shares issuable upon exercise of the private rights) will not be transferable, assignable or saleable until the completion of our initial business combination (except as described herein).Performance

The determination of the offering price of our Units and the size of our Initial Public Offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our Units properly reflects the value of such Units than you would have in a typical offering of an operating company.

(in USD)	2025			2024			$ change			% Change
Total Revenue		5,980,847			10,200,957			(4,220,110	)		(41	)%
Cost of Revenue		(3,127,699	)		(9,544,977	)		6,417,278			(67	)%
Gross Profit		2,853,148			655,980			2,197,168			335	%
Operating Loss		(505,166	)		(2,553,974	)		2,048,808			80	%
Net Income (Loss)		(24,817,342	)		(776,960	)		(24,040,382)			(3,094	)%
Cash and Cash Equivalents		7,004,601			358,887			6,645,714			1,852	%

~~Prior~~The toCompany’s ~~our~~financial ~~Initial~~performance ~~Public Offering there has been no public market~~ for ~~any of our securities. The public offering price of~~ the ~~Units~~year ~~and the~~ended ~~terms~~December ~~of the Rights were negotiated between us and the underwriters. In determining the size of our Initial Public Offering~~31, ~~management held~~2025 ~~customary~~reflects ~~organizational~~a ~~meetings~~fundamental ~~with~~shift ~~the~~in ~~underwriters~~operating ~~with~~strategy ~~respect to the state of capital markets, generally,~~ and ~~the amount~~financial ~~the~~profile, ~~underwriters~~transitioning ~~believed~~from ~~they~~a ~~reasonably~~revenue-driven ~~could~~model ~~raise~~to ona ~~our~~margin ~~behalf. Factors considered in determining the size of our Initial Public Offering, prices~~ and ~~terms~~efficiency ofdriven ~~the Units, including the Ordinary Shares, the Rights underlying the Units, include:~~model.

●The 41% ~~the~~decline ~~history~~in revenue was primarily attributable to a deliberate reduction in lower-margin product sales and ~~prospects~~a ofcontraction ~~companies~~in ~~whose~~e-commerce volume. ~~principal~~While ~~business~~this isdecline ~~the~~reduced ~~acquisition~~top-line growth, it was accompanied by a disproportionately larger reduction in cost of ~~other~~revenue ~~companies;~~(67%), indicating improved cost discipline and reduced exposure to inventory-related inefficiencies.

As a result, gross profit increased by approximately $2.2 million, and gross margin expanded significantly from 6% in 2024 to 48% in 2025. This margin expansion reflects a combination of (i) reduced inventory impairment, (ii) improved procurement and cost controls, and (iii) a higher contribution from revenue-sharing and service-based revenue streams.

Operating losses decreased by approximately $2.0 million, driven primarily by improved gross profitability and reduced discretionary spending, particularly in sales and marketing. Despite modest increases in general and administrative expenses associated with public company readiness, overall cost structure improved.

For the year ended December 31, 2025, the Company reported a net loss of $24,817,342, compared to a net loss of $776,960 for the year ended December 31, 2024. The increase in net loss was primarily attributable to a non-cash loss of $25,549,272 recognized from the change in fair value of the PIPE warrant liability. This loss resulted from the remeasurement of the warrant liability at fair value in accordance with ASC 815 and was significantly impacted by changes in the Company’s stock price and the contractual terms of the warrants, including reset and anti-dilution features that increased the number of underlying shares. Excluding the impact of this non-cash fair value adjustment, the Company’s operating results improved compared to the prior year, driven by higher gross margins and reduced operating losses.

●Table ~~prior offerings~~ of those companies; ● our prospects for acquiring an operating business; ● a review of debt to equity ratios in leveraged transactions; ● our capital structure; ● an assessment of our management and their experience in identifying operating companies; ● general conditions of the securities markets at the time of our Initial Public Offering; and ● other factors as were deemed relevant.Contents

~~Although~~Liquidity ~~these~~improved ~~factors~~significantly, ~~were~~with ~~considered,~~cash ~~the~~increasing ~~determination~~by ofapproximately ~~our~~$6.6 ~~offering~~million, ~~price~~primarily isdue ~~more~~to ~~arbitrary~~proceeds ~~than~~from the ~~pricing~~SPAC oftransaction ~~securities~~and ofrelated financing anactivities. ~~operating company~~This inenhanced aliquidity ~~particular~~enabled ~~industry~~the ~~since~~Company weto ~~have~~reduce nooutstanding ~~historical~~obligations ~~operations~~and orimprove ~~financial~~its ~~results~~working capital position.

~~Because~~Overall, we2025 ~~must~~represents ~~furnish~~a ~~our~~transition ~~shareholders~~year ~~with~~in ~~target~~which ~~business financial statements, we may lose~~ the ~~ability~~Company toprioritized ~~complete~~profitability, ancost ~~otherwise~~efficiency, ~~advantageous initial~~and ~~business~~balance ~~combination~~sheet ~~with~~strength ~~some~~over ~~prospective target businesses~~revenue growth.

~~The~~Results federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of ~~America,~~Operations or “GAAP”, or international financial reporting standards as issued by the International Accounting Standards Board, or “IFRS”, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or “PCAOB”. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~Risks~~The ~~Related~~Company’s toresults ~~Our~~of ~~Management~~operations for 2025 were characterized by declining revenue but significantly improved profitability, driven by changes in revenue composition, cost structure, and operational discipline.

~~Our~~The ~~ability~~most tosignificant ~~successfully~~drivers ~~complete our initial business combination and to be successful thereafter will be totally dependent upon the efforts~~ of ~~members of our management team, some of whom may join us following our initial business combination. The loss of such people could negatively impact~~ the ~~operations and profitability of our post~~year-~~combination~~over-year ~~business.~~changes include:

~~Our ability~~● toA ~~successfully~~shift ~~complete~~away ~~our~~from ~~business~~inventory-intensive ~~combination~~product issales ~~dependent~~toward ~~upon~~higher-margin ~~the~~revenue-sharing ~~efforts~~arrangements of● ~~members~~A ofsubstantial ~~our~~reduction ~~management team. The role of members of our management team~~ in ~~the~~inventory ~~target~~impairment ~~business,~~and ~~however,~~excess ~~cannot~~stock ~~presently~~● beImproved ~~ascertained.~~cost ~~Although~~alignment ~~some members of our management team may remain~~ with ~~the~~revenue ~~target business in senior management or advisory positions following our business combination~~levels, itparticularly ~~is likely that some or all of the management of the target business will remain~~ in ~~place.~~logistics ~~While~~and wemarketing ~~intend~~● toContinued ~~closely~~reliance ~~scrutinize~~on ~~any~~related-party ~~individuals we~~transactions ~~engage~~as ~~after~~a ~~our~~key ~~initial~~component ~~business combination, we cannot assure you that our assessment~~ of ~~these~~both ~~individuals~~revenue ~~will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time~~ and ~~resources helping them become familiar with such requirements.~~profitability

InThese ~~addition,~~changes ~~the~~reflect ~~officers~~a ~~and~~broader ~~directors~~strategic ofrepositioning ~~an acquisition candidate may resign upon completion~~ of ~~our~~the ~~initial~~Company ~~business~~toward ~~combination. The departure of~~ a ~~business~~more ~~combination~~sustainable ~~target’s key personnel could negatively impact the operations~~ and ~~profitability of our post~~capital-~~combination business.~~efficient ~~The~~operating ~~role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time~~model. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Revenue

Revenue Component	2025		2024		$ Change			% Change
Product revenue		2,346,474		7,439,899		(5,093,425	)		(68	)%
Product revenue – related party		515,756		6,270		509,486			8,126	%
Revenue share – related party		3,118,617		2,754,788		363,829			13	%
Total Revenue		5,980,847		10,200,957		(4,220,110	)		(41	)%

The decline in total revenue was primarily driven by a $5.1 million decrease in product revenue, reflecting reduced sales volume and a strategic decision to scale back lower-margin product lines. This reduction indicates a shift away from revenue generated through high inventory turnover toward a more selective and margin-focused sales approach.

Product revenue from related parties increased significantly, although it remains a relatively small component of total revenue. This increase reflects expanded transactions within affiliated entities and may indicate evolving commercial arrangements.

Revenue from related parties includes amounts derived from revenue-sharing arrangements associated with cloud services and intelligent information services, which were introduced in 2025. Revenue from these arrangements increased significantly during the period and became the largest contributor to total revenue. This shift reflects the Company’s increasing reliance on collaborative revenue models, which generally involve lower cost structures and reduced working capital requirements.

The introduction of intelligent information services in 2025 represents a strategic diversification into service-based revenue streams. Although this revenue stream is currently not material relative to total revenue, management expects it to provide higher margins and recurring revenue potential over the long term.

Overall, the change in revenue composition reflects a transition toward lower-volume but higher-quality revenue streams, which is consistent with the Company’s focus on improving profitability.

~~Members of~~Table our management team may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our business combination and as a result, may cause them to have conflicts of ~~interest in determining whether a particular business combination is the most advantageous.~~Contents

~~Members~~Cost of ~~our~~Revenue management team may be able to remain with the Company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and ~~could~~Gross provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any members of our management team will remain with us after the completion of our business combination. We cannot assure you that any members of our management team will remain in senior management or advisory positions with us. The determination as to whether any members of our management team will remain with us will be made at the time of our initial business combination.Profit

Our officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present a target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

	2025			2024			$ Change
Cost of Revenue		(3,127,699	)		(9,544,977	)		6,417,278
Gross Profit		2,853,148			655,980			2,197,168
Gross Margin		48	%		6	%		42 pts

~~Our~~The ~~officers and directors have fiduciary responsibility to dedicate substantially all their business time to their respective affairs and their respective portfolio companies~~$6.4 ~~However,~~million ~~this~~reduction ~~responsibility~~in ~~does~~cost ~~not require any~~ of ~~our~~revenue ~~officers~~significantly orexceeded ~~directors~~the todecline ~~commit his or her full time to our affairs~~ in ~~particular~~revenue, ~~which~~resulting ~~may result~~ in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses, including other business endeavors for which he or she may be entitled to substantial ~~compensation.~~increase Furthermore, our officer and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. We do not intend to have any full-time employees prior to the completion of our initial business combination. In addition, each of our officers and certain of our directors are employed by or affiliated with our Initial Shareholders, which makes investments in ~~securities or other interests of or relating to companies in industries~~gross weprofit ~~may target for our initial business combination. Our independent directors also serve as officers or board members for other entities. If our officers’~~ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs; or if they have fiduciary duty to present a target company to our competitor instead of us, which may have a negative impact on our ability to complete our initial business combinationmargin.

~~Certain~~A ofkey ~~our~~driver ~~officers~~of ~~and~~this ~~directors~~improvement ~~are~~was ~~now,~~the ~~and~~reduction ~~all of them may~~ in ~~the~~inventory ~~future~~impairment ~~become~~losses, ~~affiliated~~which ~~with~~declined ~~entities~~from ~~engaged~~approximately in$1.3 ~~business~~million ~~activities similar~~in 2024 to ~~those~~approximately ~~intended~~$0.16 tomillion bein ~~conducted~~2025. byThis uschange ~~and,~~reflects ~~accordingly,~~improved ~~may~~inventory ~~have~~management ~~conflicts~~practices, ofincluding ~~interest~~better inalignment ~~allocating~~of ~~their~~procurement with ~~time~~demand and ~~determining to~~reduced ~~which~~exposure ~~entity~~to aobsolete ~~particular business opportunity should be presented~~inventory.

~~Following~~In ~~the~~addition, ~~completion~~lower ofproduct ~~our~~sales ~~Initial~~volume ~~Public~~resulted ~~Offering~~in ~~and~~reduced ~~until~~product wecost, ~~consummate~~E-commerce ~~our~~platform ~~initial business combination~~expenses, weand ~~intend~~logistics toand ~~engage~~fulfillment ~~in the business~~costs ofwere ~~identifying and combining with one or~~ more ~~businesses.~~effectively ~~Our~~aligned ~~officers and directors are, and may in the future become, affiliated~~ with ~~entities~~ ~~(such~~sales ~~as operating companies or investment vehicles) that are engaged in a similar business~~activity.

~~Our~~The ~~officers~~resulting ~~and~~increase ~~directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities~~ in ~~the~~gross ~~future~~margin tofrom ~~which~~6% ~~they owe certain fiduciary or contractual duties, including our Initial Shareholders’ affiliates. Accordingly, they may have conflicts of interest in determining~~ to ~~which~~48% ~~entity~~reflects a ~~particular~~structural ~~business~~improvement ~~opportunity should be presented. These conflicts may not be resolved~~ in ~~our~~the ~~favor~~Company’s ~~and~~cost aprofile, ~~potential~~driven ~~target~~by ~~business may be presented to another entity prior to its presentation~~both tooperational ~~us.~~efficiencies ~~Our Second Amended~~ and Restated Memorandum and Articles of Association, as amended, provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~director~~higher orproportion ~~officer~~ of ~~our~~revenue ~~company~~from ~~and~~higher-margin ~~such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue~~activities.

This margin expansion is a critical indicator of improved business sustainability and profitability.

Operating Expenses

Expense Category	2025		2024			$ Change			% Change
General & Administrative		2,687,250		2,190,635			496,615			23	%
Sales & Marketing		612,992		2,026,051			(1,413,059	)		(70	)%
Research & Development		58,072		255,414			(197,342	)		(77	)%
Credit Loss (Reversal)		-		(1,262,146	)		1,262,146			(100	)%
Total Operating Expenses		3,358,314		3,209,954			148,360			5	%

General and administrative expenses increased by approximately $0.5 million, primarily due to incremental costs associated with becoming a public company. These include audit fees, legal expenses, compliance costs, and corporate governance infrastructure. These costs are expected to remain elevated as the Company continues to operate as a public entity.

Sales and marketing expenses decreased significantly by approximately $1.4 million, reflecting a reduction in promotional activities and a more disciplined approach to customer acquisition. This decrease suggests improved efficiency in marketing spend and a strategic shift toward profitability rather than growth.

Research and development expenses declined as the Company reduced investment in new product development and focused on optimizing existing offerings. While this supports short-term cost control, it may impact long-term innovation.

The absence of the prior-year credit loss reversal of $1.3 million contributed to the increase in operating expenses on a comparative basis. Excluding this non-recurring item, operating expenses would have decreased year over year.

Overall, the Company demonstrated improved cost discipline, with operating expenses more closely aligned with revenue levels, contributing to a significant reduction in operating losses.

~~Our Initial~~Table ~~Shareholders~~of ~~and their respective affiliates may have competitive pecuniary interests that conflict with our interests.~~Contents

WeOther ~~have~~Income not adopted a policy that expressly prohibits our Initial Shareholders or their respective affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.(Expense)

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Initial Shareholders which may raise potential conflicts of interest.

	2025			2024			$ Change
Other income – related party		1,217,586			1,779,528			(561,942	)
Other income (expense), net		39,675			31,577			8,098
Interest income		14,413			675			13,738
Interest expense – related party		-			(18,999	)		18,999
Loss from the change of the FV of Warrant Liability		(25,549,272	)		-			(25,549,272	)
Interest expense		(24,616	)		(7,943	)		(16,673	)
Loss on deconsolidation		(5,310	)		-			(5,310	)
Total Other Income (loss), Net		(24,307,524	)		1,784,838			(26,092,362	)

InFor ~~light of~~ the ~~involvement~~year ofended ~~our~~December ~~officers~~31, ~~and~~2025, ~~directors~~total ~~with~~ other ~~entities,~~income we(loss) ~~may~~was ~~decide~~a toloss ~~acquire~~of ~~one~~$24,307,524, orcompared ~~more~~to ~~businesses~~total ~~affiliated with~~other ~~our~~income ~~Initial~~of ~~Shareholders~~$1,784,838 ~~or their respective affiliates. Our officers and directors also serve as officers and board members~~ for ~~other~~the ~~entities.~~year ~~Such~~ended ~~entities~~December ~~may~~31, ~~compete with us for business combination opportunities~~2024. ~~Our~~The ~~Initial~~change ~~Shareholders~~was ~~are~~primarily ~~not~~attributable ~~currently aware of any specific opportunities for us~~ to ~~complete~~the ~~our~~recognition ~~business~~of ~~combination~~a ~~with~~non-cash ~~any~~loss ~~entities~~of ~~with which they are affiliated~~$25,549,272 ~~and there~~from ~~have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be~~the ~~specifically~~change ~~focusing~~in ~~on,~~fair orvalue ~~targeting,~~of ~~any~~the ~~transaction~~PIPE ~~with~~warrant ~~any affiliated entities~~liability, wewhich ~~would~~is ~~pursue~~presented ~~such~~as a ~~transaction~~separate ifline weitem ~~determined that~~in ~~such~~other ~~affiliated~~income ~~entity~~(loss) ~~met our criteria for a business combination as set forth~~ in the ~~section of our Registration Statement entitled~~current ~~“Proposed Business — Sources of Target Businesses” and such transaction was approved by a majority of our independent directors~~year. ~~Despite~~This ~~our~~loss ~~agreement~~arose ~~to obtain an opinion~~ from ~~an independent investment banking firm or from another independent entity that commonly renders valuation opinions, regarding~~ the ~~fairness~~remeasurement ~~to our company from a financial point~~ of ~~view~~the ofwarrant aliability ~~business~~at ~~combination with~~fair ~~one~~value orin ~~more~~accordance ~~domestic or international businesses affiliated~~ with ~~our~~ASC ~~Initial~~815 ~~Shareholders~~and orwas ~~their~~significantly impacted ~~respective~~by ~~affiliates,~~changes ~~potential conflicts~~in ofthe ~~interest~~Company’s ~~still~~stock ~~may~~price ~~exist~~ and, ~~as a result,~~ the contractual terms of the ~~business~~warrants, ~~combination~~including ~~may~~reset ~~not~~and beanti-dilution ~~as advantageous to our public~~features ~~shareholders~~that asincreased ~~they~~the ~~would~~number ~~be absent any conflicts~~ of ~~interest~~underlying shares.

~~Since~~Excluding ~~our~~the ~~Initial~~impact ~~Shareholders~~of ~~will~~the ~~lose~~fair ~~their~~value ~~entire~~adjustment ~~investment~~on inthe uswarrant ifliability, ~~our~~other ~~business~~income ~~combination~~remained isrelatively ~~not~~consistent ~~completed~~period over period, aprimarily consisting ~~conflict~~of other income from related parties of ~~interest may~~$1,217,586 ~~arise~~in 2025 compared to $1,779,528 in ~~determining~~2024, ~~whether~~as awell ~~particular~~as ~~business~~other ~~combination~~miscellaneous income ~~target~~and isinterest ~~appropriate~~income. Interest expense was $24,616 for ~~our~~the ~~initial~~year ~~business~~ended ~~combination~~December 31, 2025, compared to $26,942 (including related party interest) for the prior year. The Company also recognized a nominal loss on deconsolidation of $5,310 in 2025.

OnLiquidity ~~February~~and 7, 2022, our Sponsor acquired 1,725,000 Founder Shares for an aggregate purchase price of $25,000. On July 11, 2022, EBC acquired 125,000 EBC Founder Shares for an aggregate purchase price of $1,750. On April 18, 2023, our Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited. Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible, or intangible. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after our Initial Public Offering (excluding the private shares and the EBC Founder Shares). The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased an aggregate of 402,904 Private Placement Units at a price of $10.00 per unit (approximately $4,029,040 in the aggregate) in a private placement that closed simultaneously with the closing of our Initial Public Offering. EBC purchased an aggregate of 27,596 Private Placement Units at a price of $10.00 per unit (approximately $275,960 in the aggregate) in a private placement that closed simultaneously with the closing of our Initial Public Offering. The Founder Shares and Private Placement Units will be worthless if we do not complete an initial business combination. Our Initial Shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any Founder Shares or private shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our Initial Shareholders. The personal and financial interests of our Initial Shareholders may influence their motivation in identifying and selecting a target business combination, completing an initial business combination, and influencing the operation of the business following the initial business combination.Resources

Liquidity Overview

As of December 31, 2025, the Company had cash and cash equivalents of approximately $7.0 million, compared to approximately $0.4 million as of December 31, 2024, representing an increase of approximately $6.6 million. This significant improvement in liquidity was primarily attributable to proceeds received from the Business Combination with AlphaVest Acquisition Corp. and related PIPE financing, as discussed in Note 1 – Organization and Nature of Business.

Working capital improved materially during 2025, driven by both increased cash balances and a reduction in outstanding liabilities, particularly related-party obligations (see Note 8 – Related Party Transactions). The Company used a portion of financing proceeds to settle historical payables and strengthen its balance sheet.

The Company’s liquidity position is influenced by several key factors:

	●	Operating performance, including gross margin and expense management

	●	Working capital dynamics, particularly receivables and payables involving related parties

	●	Access to external financing, including equity financing and capital markets transactions

	●	Inventory management, which affects cash tied up in operations

Despite achieving net income in 2025, the Company generated negative operating cash flows due to significant working capital outflows, primarily related to settlement of prior obligations and timing of related-party transactions.

Management believes that the Company’s current cash position, together with expected operating cash flows, will be sufficient to meet its working capital requirements and capital expenditure needs for at least the next twelve months. However, the Company’s future liquidity will depend on its ability to sustain profitability, manage working capital efficiently, and maintain access to capital markets if needed.

~~In order~~Table ~~to complete our initial business combination, we may seek to amend our Second Amended and Restated Memorandum and Articles~~ of Association, as amended, or other governing instruments, including our rights agreement, in a manner that will make it easier for us to complete our initial business combination but that our shareholders or rights holders may not support.Contents

InCash ~~order~~Flow to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their rights agreement. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, changed industry focus and, with respect to their Rights, amended their rights agreement to require the Rights to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amen our charter or other governing instruments or change our industry focus in order to complete our initial business combination.Analysis

The provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended, that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of two-thirds of our Ordinary Shares, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Second Amended and Restated Memorandum and Articles of Association, as amended, and the Trust Agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

	2025			2024			$ Change
Net cash (used in)/provided by operating activities		(5,555,840	)		568,455			(6,124,295	)
Net cash provided by (used in) investing activities		15,862			(188,822	)		204,684
Net cash provided by (used in) financing activities		12,179,965			(148,819	)		12,328,784

~~Some~~Operating ~~other~~Activities blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders. Our Second Amended and Restated Memorandum and Articles of Association, as amended, provides that any of its provisions (including, without limitation, the provisions related to pre-business combination activity (including the requirement to deposit proceeds of our Initial Public 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 Second Amended and Restated Memorandum, as amended, and Articles of Association or in our initial business combination. Our Initial Shareholders, who will collectively beneficially own 20% of our Ordinary Shares upon the closing of our Initial Public Offering (excluding the private shares and the EBC Founder Shares and assuming our Initial Shareholders do not purchase public units in our Initial Public Offering), will participate in any vote to amend our Second Amended and Restated Memorandum and Articles of Association, as amended, and/or Trust Agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Second Amended and Restated Memorandum and Articles of Association, as amended, which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our Second Amended and Restated Memorandum and Articles of Association, as amended.

~~Our Initial~~Net ~~Shareholders~~cash ~~have~~used agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Second Amended and Restated Memorandum and Articles of Association, as amended, (i) that would modify the substance or timing of our obligation to allow redemption in ~~connection~~operating ~~with~~activities ~~our~~was ~~initial~~approximately ~~business~~$5.5 ~~combination~~million orfor ~~to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from~~ the ~~closing~~year ofended ~~our~~December ~~Initial Public Offering~~31, ~~or if we decide to extend the period of time to consummate our business combination~~2025, ~~within 33 months from the closing of our Initial Public Offering (as further described in our Registration~~compared ~~Statement), or (ii) with respect~~ to ~~any~~net 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~~provided ~~to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided~~ by ~~the~~operating ~~number~~activities of ~~then~~approximately ~~outstanding public shares~~$0.6 ~~These~~million agreements are contained in a letter agreement that we have entered into with our Initial Shareholders. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Initial Shareholders for ~~any breach of these agreements. As a result, in~~ the ~~event~~year ofended aDecember ~~breach~~31, ~~our shareholders would need to pursue a shareholder derivative action, subject to applicable law~~2024.

The Company reported a net loss of $24,817,342 for the year ended December 31, 2025, which was primarily attributable to a non-cash loss of $25,549,272 from the change in fair value of the PIPE warrant liability. This non-cash charge, recorded in accordance with ASC 815, did not impact operating cash flows and therefore is added back in the reconciliation from net loss to net cash used in operating activities.

Excluding the impact of this non-cash fair value adjustment, operating cash flows were primarily affected by changes in working capital, including the following:

	●	Reduction in accounts payable to related parties (~$8.5 million) This represents a significant use of cash and reflects the settlement of historical obligations. While this reduced liquidity in the current period, it strengthened the Company’s balance sheet and reduced future obligations.

	●	Increase in accounts receivable from related parties (~$1.9 million) This increase reflects timing differences between revenue recognition and cash collection, particularly for revenue-sharing arrangements. This represents a temporary use of cash and introduces credit and concentration risk.

	●	Decrease in inventory (~$2.5 million) This reduction provided a source of cash and reflects improved inventory management, reduced procurement, and lower exposure to excess stock.

	●	Changes in other working capital accounts, including prepaid expenses and accrued liabilities, which partially offset the above impacts.

Overall, the negative operating cash flow in 2025 should be viewed in the context of balance sheet restructuring and normalization of working capital, rather than deterioration in underlying operating performance.

Investing Activities

Net cash provided by investing activities was approximately $16,000 in 2025, compared to net cash used of approximately $0.2 million in 2024.

Investing activities primarily consisted of transactions related to promissory notes and other financial assets, including issuance, repayment, or collection of notes receivable. These transactions are not indicative of the Company’s core operating activities but reflect capital allocation decisions and financing arrangements.

The increase in cash provided by investing activities in 2025 suggests a net recovery or liquidation of financial assets, which contributed positively to liquidity.

The Company did not incur significant capital expenditures during the period, reflecting its asset-light business model.

Financing Activities

Net cash provided by financing activities was approximately $12.2 million in 2025, compared to net cash used of approximately $0.1 million in 2024.

~~We may~~Table ~~be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth~~ of ~~a target business, which could compel us to restructure or abandon a particular business combination.~~Contents

Although we believe that the net proceeds of our Initial Public Offering and the sale of the Private Placement Units will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our Initial Public Offering and the sale of the Private Placement Units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share plus any pro rata interest earned on the funds held in the trust account (and not previously released to us to pay our taxes) on the liquidation of our trust account and our Rights will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The ~~failure to secure additional financing could have a material~~ ~~adverse~~primary ~~effect~~drivers ~~on the continued development or growth~~ of ~~the target business. None of our officers, directors, or shareholders is required to provide any~~ financing tocash usinflows in ~~connection~~2025 with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may only receive approximately $10.20 per share 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 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.include:

~~Our Initial~~● ~~Shareholders~~Proceeds ~~and~~from ~~other~~the ~~insiders~~SPAC ~~may~~trust ~~exert~~account a● ~~substantial~~PIPE ~~influence~~financing onand ~~actions~~equity ~~requiring~~issuances a● ~~shareholder~~Capital ~~vote,~~contributions ~~potentially~~and inrecapitalization ~~a manner that you do not support.~~adjustments

~~After~~These ~~the~~inflows ~~closing~~significantly ofenhanced ~~our Initial Public Offering, our Initial Shareholders ,and taking into account~~ the ~~Redemptions,~~Company’s ~~will~~liquidity ~~own Founder Shares representing 55.2% of our issued~~ and outstanding Ordinary Shares (excluding the private shares and the EBC Founder Shares). Simultaneously with the closing of our Initial Public Offering, we issued in 430,500 Private Placement Units to our Sponsor and EBC. In addition, if our Initial Shareholders or their designated parties make any working capital loans, up to $150,000 of such loans may be converted into working capital units, at the price of $10.00 per unit at the option of the lenders. Such working capital units would be identical to the Private Placement Units sold in the private placement. Accordingly, our Initial Shareholders along with any designated parties may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our Second Amended and Restated Memorandum and Articles of Association, as amended, and approval of major corporate transactions. If our Initial Shareholders purchase any units in our Initial Public Offering or if they purchase any additional Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Ordinary Shares. In addition, our board of directors, whose members were elected by certain of our Initial Shareholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our Initial Shareholders, because of their ownership position, will have considerable influence regarding the outcome.enabled:

	●	Repayment of related-party liabilities

	●	Strengthening of working capital

	●	Reduction of financial risk associated with prior obligations

In contrast, financing activities in 2024 were minimal and primarily consisted of small-scale debt repayments or related-party financing.

The Company’s reliance on equity financing in 2025 reflects its transition to a public company and reduced dependence on related-party funding.

Capital Resources

The Company’s capital resources consist primarily of cash generated from financing activities and, to a lesser extent, operating cash flows.

As of December 31, 2025, the Company had limited third-party debt obligations, resulting in minimal exposure to interest rate risk and no significant near-term debt maturities. Historically, the Company relied on related-party financing to support operations; however, this reliance has decreased significantly following the Business Combination.

The Company’s capital structure improved materially during 2025 as a result of:

	●	Increased equity capitalization

	●	Reduction of related-party liabilities

	●	Improved liquidity and working capital

The Company’s capital requirements are driven primarily by:

	●	Working capital needs (inventory, receivables, payables)

	●	Operating expenses, including public company costs

	●	Potential investments in product development and service expansion

Management expects that future capital requirements will be met through a combination of existing cash, operating cash flows, and, if necessary, additional financing.

The Company currently does not maintain a revolving credit facility or other committed borrowing arrangements. While this reduces financial leverage, it may limit flexibility in managing short-term liquidity needs.

Contractual Obligations and Commitments

The Company’s contractual obligations consist primarily of lease obligations, and other operating liabilities, as disclosed in Note 12 - Lease and Note 17 – Commitments and Contingencies.

~~Post Business~~Table ~~Combination~~of ~~Risks~~Contents

~~Our~~Lease ~~management~~Obligations ~~may~~(ASC not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications, or abilities necessary to profitably operate such business.842)

WeThe ~~may~~Company ~~structure~~has aoperating ~~business~~lease ~~combination~~arrangements so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such 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~~office ~~post-transaction~~space company not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the 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 business combination transaction~~facilities. ~~For~~As ~~example, we could pursue a transaction in which we issue a substantial number~~ of ~~new~~December ~~Ordinary Shares in exchange for all of the outstanding capital share of a target. In this case~~31, ~~we would acquire a 100% interest in the target. However~~2025, aslease aliabilities ~~result~~totaled ~~of the issuance of a substantial number~~approximately ~~of new Ordinary Shares~~$110, ~~our shareholders immediately prior to such transaction could own less than a majority of our outstanding Ordinary Shares subsequent to such transaction. In addition~~000, ~~other~~representing ~~minority~~future ~~shareholders~~minimum ~~may~~lease ~~subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s share than we initially acquired~~payments. ~~Accordingly,~~These ~~this~~obligations ~~may~~are ~~make it~~relatively ~~more~~modest ~~likely~~and ~~that~~do ~~our management will~~ not berepresent ~~able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of~~ a ~~target~~significant ~~business, new management will possess the skills, qualifications, or abilities necessary to profitably~~liquidity ~~operate such business~~burden.

~~Subsequent~~Purchase to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.Commitments

~~Even~~The ifCompany wemay ~~conduct~~enter ~~extensive~~into ~~due~~purchase ~~diligence~~commitments ~~on a target business~~ with ~~which~~suppliers wein combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ~~target~~normal ~~business~~course ~~and outside~~ of ~~our control will not later arise~~business. AsThese acommitments ~~result~~are ofgenerally ~~these factors, we may be forced to later write~~short-~~down or write-off assets, restructure our operations, or incur impairment~~term ~~or other charges that could result~~ in ~~our~~nature ~~reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise~~ and ~~previously~~are ~~known~~aligned ~~risks may materialize in a manner not consistent~~ with ~~our~~expected ~~preliminary~~sales ~~risk analysis~~demand. ~~Even~~The ~~though these~~Company ~~charges~~has ~~may~~reduced beits ~~non-cash~~reliance ~~items and not have an immediate impact~~ on ~~our~~large ~~liquidity,~~inventory ~~the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition~~purchases, ~~charges~~thereby ~~of this nature may cause us to violate~~limiting ~~net~~exposure ~~worth or other covenants~~ to ~~which we may be subject as a result of assuming pre~~long-~~existing~~term ~~debt~~procurement ~~held by a target business or by virtue of our obtaining post-combination debt financing~~commitments. 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.

Related Party Obligations

Historically, the Company had significant obligations to related parties; however, during 2025, these obligations were substantially reduced through settlement using proceeds from financing activities (see Note 8). As a result, outstanding related-party obligations are no longer a significant component of contractual commitments.

Other Commitments and Contingencies

The Company may be subject to contingencies, including legal or contractual matters, in the ordinary course of business. Management does not believe that any such matters will have a material adverse effect on the Company’s financial position.

Overall Liquidity Assessment

The Company’s liquidity position improved significantly in 2025 as a result of financing activities and balance sheet restructuring. While operating cash flows were negative due to working capital adjustments, these outflows were largely non-recurring and associated with the settlement of prior obligations.

The Company’s current liquidity, combined with improved profitability and reduced leverage, provides a stronger financial foundation. However, future liquidity will depend on the Company’s ability to:

	●	Sustain positive operating performance

	●	Effectively manage working capital

	●	Maintain access to external financing, if needed

Management believes the Company is well-positioned to meet its near-term obligations and support its ongoing operations and strategic initiatives.

Critical Accounting Policies and Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures. These estimates are based on historical experience, current conditions, and various other assumptions that management believes are reasonable under the circumstances.

Because of the inherent uncertainty involved in making these estimates, actual results could differ materially from those estimates. The Company’s most critical accounting policies are those that involve significant judgment and have a material impact on the financial statements.

~~We may~~Table ~~face~~of ~~general risks related to our business combination with any company.~~Contents

~~Any~~Revenue ~~business~~Recognition ~~combination~~(ASC with another company entails special considerations and risks. If we are successful in completing a business combination with a target business, we may be subject to, and possibly adversely affected by, the following risks:606)

●The Company anrecognizes ~~inability~~revenue ~~to compete effectively~~ in aaccordance ~~highly competitive environment~~ with ~~many~~ASC ~~incumbents having substantially greater resources; ● an inability to manage rapid change~~606, ~~increasing~~Revenue ~~consumer~~from ~~expectations~~Contracts ~~and~~with growth; ● an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty; ● a reliance on proprietary technology to provide services and to manage our operationsCustomers, ~~and~~when ~~the~~control ~~failure~~ of ~~this~~goods ~~technology to operate effectively,~~ or ~~our~~services is ~~failure~~transferred to ~~use such technology effectively; ● an inability to deal with our subscribers’ or~~ customers’ privacy concerns; ● an inability to attract and retain subscribers or customers; ● an inability to license or enforce intellectual property rights on which our business may depend; ● any significant disruption in ~~our computer systems or those of third parties that we would utilize in our operations; ●~~ an ~~inability~~amount by us, or a refusal by third parties, to license content to us upon acceptable terms; ● potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that wereflects ~~may distribute; ● competition for advertising revenue; ● competition for~~ the ~~leisure~~consideration ~~and~~to ~~entertainment time and discretionary spending of subscribers or customers,~~ which ~~may~~the ~~intensify~~Company inexpects ~~part due~~ to ~~advances~~be in technology and changes in consumer expectations and behavior; ● disruption or failure of our networks, systems, or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; ● an inability to obtain necessary hardware, software, and operational support; and ● reliance on third-party vendors or service providersentitled.

~~Any~~A significant area of judgment involves determining whether the ~~foregoing~~Company ~~could~~acts ~~have~~as ana ~~adverse~~principal ~~impact~~or onan ~~our~~agent ~~operations~~in ~~following~~its arevenue ~~business~~arrangements, ~~combination.~~particularly in transactions involving:

Our success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify new markets for its technology.

	●	E-commerce platform sales

	●	Related-party revenue-sharing arrangements (see Note 8 – Related Party Transactions)

~~Ultimately,~~This ~~our~~assessment ~~success~~requires ~~will~~evaluation ~~depend on the acceptance~~ of ~~our~~factors ~~products~~such ~~and~~as ~~services~~control ~~in the target markets. We are faced with the risk that the marketplace will not be receptive to our products and services~~ over ~~competing~~goods ~~products and that we will be unable to compete effectively. We will face challenges of developing (~~or ~~acquiring~~services, ~~externally-developed)~~inventory ~~technology~~risk, ~~solutions~~pricing ~~that~~discretion, ~~are adequate~~ and ~~competitive in meeting the~~responsibility ~~requirements~~for ~~of next-generation design challenges~~fulfillment.

WeIf ~~cannot assure investors that~~ the ~~products~~Company ~~and~~is ~~services~~determined ofto be the ~~company~~principal, ~~with~~revenue ~~which~~is werecognized ~~conduct~~on a ~~business~~gross ~~combination,~~basis; orif ~~any future products and services will gain broad market acceptance. If~~ the ~~market~~Company ~~for~~is ~~our~~an ~~products~~agent, ~~and~~revenue ~~services~~is ~~fails to develop or develops more slowly~~recognized ~~than~~on ~~expected,~~a ornet ifbasis. ~~any~~Changes ofin ~~the~~this ~~services~~assessment ~~and~~could ~~standards~~materially ~~supported~~affect byreported usrevenue ~~do not achieve or sustain market acceptance, our business~~ and ~~operating~~ ~~results~~cost ~~would~~of ~~be materially and adversely affected~~revenue.

IfIn weaddition, ~~fail~~revenue-sharing toarrangements ~~adapt~~require ~~and~~judgment ~~respond~~in ~~effectively~~identifying toperformance ~~rapidly~~obligations ~~changing~~and ~~technology,~~determining ~~evolving~~the ~~industry~~appropriate ~~standards, changing regulations and payment~~allocation ~~methods,~~of ~~demand~~transaction ~~for~~price. ~~product~~Variability ~~enhancements,~~in ~~new~~contract ~~product~~terms ~~features,~~or ~~and~~interpretation ~~changing~~could ~~business~~impact ~~needs,~~the ~~requirements~~timing orand ~~preferences,~~amount ~~our~~of ~~products may~~revenue ~~become less competitive~~recognized.

~~Regardless~~Inventory ofValuation ~~our~~(ASC business combination target’s industry, it will likely be subject to ongoing technological change, evolving industry standards, changing regulations, and changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis, including launching new products and services. The success of any new product and service, or any enhancements, features, or modifications to existing products and services, depends on several factors, including the timely completion, introduction, and market acceptance of such products and services, enhancements, modifications, and new product features. If we are unable to enhance our products or develop new products that keep pace with technological and regulatory change and changes in customer preferences and achieve market acceptance, or if new technologies emerge that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently, or more securely than our products, our business, operating results and financial condition would be adversely affected. Furthermore, modifications to our existing platform, products, or technology will increase our research and development expenses. Any failure of our products and services to operate effectively could reduce the demand for our services, result in customer dissatisfaction and adversely affect our business.330)

Inventory is stated at the lower of cost or net realizable value. Cost is determined using standard costing methods, which approximate actual costs.

The Company evaluates inventory for excess quantities, obsolescence, and slow-moving items. This evaluation requires significant judgment regarding:

	●	Forecasted demand

	●	Product lifecycle and technological obsolescence

	●	Pricing trends and competitive conditions

In 2024, the Company recorded significant inventory impairment charges due to excess and slow-moving inventory. In 2025, improved inventory management practices resulted in substantially lower impairment.

However, future changes in demand patterns, product innovation cycles, or market conditions could result in additional write-downs. Inventory valuation remains a highly sensitive estimate that directly impacts gross margin.

Allowance for Expected Credit Losses (ASC 326)

The Company accounts for expected credit losses under ASC 326, Current Expected Credit Losses (CECL). The allowance is estimated using a loss-rate methodology based on:

	●	Historical credit loss experience

	●	Current economic conditions

	●	Forward-looking information

~~Technology platforms~~Table ~~may~~of ~~not operate properly or as we expect it to operate.~~Contents

~~Technology~~A ~~platforms~~significant ~~are~~portion ~~expensive~~of ~~and~~the ~~complex,~~Company’s ~~their~~accounts ~~continuous~~receivable ~~development, maintenance and operation may entail unforeseen difficulties including material performance problems or undetected defects or errors. We may encounter technical obstacles, and it~~ is ~~possible~~due ~~that we may discover additional problems that prevent our technology~~ from ~~operating~~related ~~properly.~~parties If(see ~~our~~Note ~~platform does not function reliably~~8), ~~we may not be able to provide any products or services. Errors could also cause customer dissatisfaction with us,~~ which ~~could~~introduces ~~cause customers to stop purchasing~~concentration ~~or working with us~~risk. ~~Any of these eventualities could result in a material adverse effect on our business, results of operations and financial condition.~~

~~New~~Management orevaluates ~~changing~~collectability ~~technologies,~~on ~~could~~an ~~cause~~ongoing abasis ~~disruption~~and inconsiders ~~our~~factors ~~business~~such ~~model, which may materially impact our results of operations and financial condition.~~as:

~~If we~~● ~~fail~~Financial tocondition ~~anticipate the impact on our business~~ of ~~changing~~counterparties ~~technology,~~● ~~our~~Payment ~~ability~~history to● ~~successfully~~Contractual operate may be materially impaired. Our business could also be affected by potential technological changes. Such changes could disrupt the demand for products from current customers, create coverage issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing our business to decline. We may not be able to respond effectively to these changes, which could have a material effect on our results of operations and financial condition.terms

WeAlthough ~~may~~historical ~~seek~~losses ~~acquisition~~have ~~opportunities~~been ~~with~~limited, anany ~~early-stage~~deterioration ~~company,~~in athe ~~financially~~financial ~~unstable~~condition ~~business~~of orrelated anparties ~~entity~~or ~~lacking~~changes anin ~~established~~business ~~record~~relationships ofcould ~~revenue~~result orin ~~earnings~~increased credit loss provisions.

ToWarranty the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales 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, volatile revenues or earnings, intense competition, 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 of 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.Liabilities

~~Risks~~The ~~Related~~Company toprovides ~~Acquiring~~warranties on certain products and ~~Operating~~recognizes a ~~Business~~liability ~~Outside~~for ofestimated warranty costs at the ~~United~~time ~~States~~of sale.

WeWarranty ~~may~~liabilities ~~effect~~are aestimated ~~business~~based combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results.on:

~~If we~~● ~~consummate~~Historical aclaim ~~business~~rates ~~combination~~● ~~with~~Product afailure ~~target~~trends ~~business~~● ~~located~~Estimated ~~outside~~repair ~~of the United States, we would be subject to any special considerations~~ or ~~risks~~replacement ~~associated with companies operating in the target business’ governing jurisdiction, including any of the following:~~costs

●These estimates ~~rules~~require ~~and~~judgment ~~regulations or currency redemption or corporate withholding taxes on individuals; ● tariffs~~ and ~~trade~~may ~~barriers;~~be ●affected ~~regulations~~by ~~related~~changes ~~to customs and import/export matters; ● longer payment cycles than~~ in ~~the~~product ~~United~~design, ~~States;~~manufacturing ●quality, ~~inflation;~~or ●customer ~~economic~~usage ~~policies~~patterns. ~~and~~Actual warranty ~~market~~costs ~~conditions;~~may ●differ ~~unexpected~~from ~~changes~~estimates, resulting in ~~regulatory~~adjustments ~~requirements;~~to ●warranty ~~challenges~~expense in ~~managing~~future ~~and staffing international operations;~~periods.

Variable Interest Entity (VIE) Consolidation (ASC 810)

The Company evaluates its involvement with variable interest entities in accordance with ASC 810, Consolidation. A VIE is consolidated if the Company is determined to be the primary beneficiary, which requires:

	1.	Power to direct the activities that most significantly impact the VIE’s economic performance, and

	2.	Exposure to potentially significant economic benefits or losses

This evaluation requires significant judgment, particularly in assessing contractual arrangements and decision-making authority.

Historically, the Company consolidated certain VIEs that held e-commerce platform accounts. In December 2025, the Company terminated the underlying contractual arrangements and deconsolidated these entities (see Note 1).

Changes in contractual arrangements, ownership structure, or operational control could result in future consolidation or deconsolidation events, which may materially impact the Company’s financial statements.

Related Party Transactions (ASC 850)

The Company engages in significant transactions with related parties, including revenue-sharing arrangements, product sourcing, and financing activities (see Note 8 – Related Party Transactions).

Accounting for related-party transactions requires judgment in determining:

●

Appropriate revenue recognition treatment

●Table tax issues, such as tax law changes and variations in tax laws as compared to the United States; ● currency fluctuations; ● challenges in collecting accounts receivable; ● cultural and language differences; ● protection of ~~intellectual property; and ● employment regulations.~~Contents

~~We cannot~~● ~~assure~~Classification ~~you~~of ~~that~~transactions we● ~~would~~Measurement beand ~~able to adequately address these additional risks. If we were unable to do so, our operations might suffer.~~presentation

Because ofthese ~~the~~transactions ~~costs~~may ~~and~~not ~~difficulties~~be ~~inherent~~conducted inon ~~managing~~an ~~cross~~arm’s-~~border~~length ~~business operations~~basis, ~~our~~there ~~results~~is an increased risk of ~~operations~~misstatement ~~may~~if beterms ~~negatively~~are ~~impacted~~not properly evaluated.

~~Managing~~The aCompany ~~business,~~monitors ~~operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced in cross~~related-~~border~~party ~~business~~balances ~~practices~~ and ~~unaware~~transactions ofto ~~significant~~ensure ~~differences~~proper inrecognition ~~accounting rules, legal regimes~~ and ~~labor practices~~disclosure. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational performance.

IfForward ~~social~~Purchase unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.Agreement

~~Political~~Prior ~~events~~to inthe ~~another~~Business ~~country~~Combination, ~~may~~AlphaVest ~~significantly~~entered ~~affect~~into ~~our~~a ~~business,~~Forward ~~assets~~Purchase orAgreement ~~operations.~~(“FPA”) ~~Social~~with ~~unrest,~~Harraden ~~acts~~Circle ofInvestments and ~~terrorism,~~its ~~regime~~affiliated ~~changes, changes~~entities in(“Harraden”) ~~laws~~to support post-closing liquidity and ~~regulations,~~capital ~~political~~structure ~~upheaval~~stability. Under this arrangement, Harraden ~~and~~agreed ~~policy~~to ~~changes~~acquire orshares ~~enactments~~from ~~could~~existing ~~negatively~~shareholders ~~impact~~at ~~our~~the ~~business~~redemption price and may subsequently sell such shares in athe ~~particular~~open ~~country~~market over a defined period.

~~Many~~At ~~countries~~closing, ~~have~~the ~~difficult~~Company ~~and~~funded ~~unpredictable~~an ~~legal~~aggregate ~~systems~~prepayment ~~and~~of ~~underdeveloped~~approximately ~~laws~~$6.68 ~~and~~million ~~regulations~~to ~~that~~facilitate ~~are~~Harraden’s ~~unclear~~participation ~~and~~in the arrangement. The structure of the FPA allows Harraden to retain certain economic benefits from the resale of shares, subject to ~~corruption~~contractual pricing mechanisms, including volume-weighted average price and ~~inexperience~~reset provisions. Importantly, ~~which~~Harraden ~~may~~is ~~adversely~~not ~~impact~~required ~~our~~to ~~results~~return ofthe full ~~operations~~proceeds from share sales, and ~~financial~~any ~~condition~~unsold shares are expected to be returned to the Company at maturity.

~~Our~~During ~~ability~~2025, toHarraden ~~seek~~completed ~~and~~partial ~~enforce~~settlements ~~legal~~and ~~protections,~~early ~~including~~terminations ~~with~~under ~~respect~~the toFPA, ~~intellectual~~resulting ~~property~~in ~~and~~cash ~~other~~proceeds ~~property~~to ~~rights,~~the orCompany toof ~~defend~~approximately ~~ourselves~~$4.3 ~~with~~million. ~~regard~~As toof ~~legal~~December ~~actions~~31, ~~taken~~2025, ~~against us in~~ a ~~given~~portion ~~country,~~of ~~may~~the bearrangement ~~difficult~~remains ~~or impossible~~outstanding, ~~which~~with ~~could~~Harraden ~~adversely~~continuing ~~impact our~~to ~~operations,~~hold ~~assets~~shares orassociated with ~~financial~~the ~~condition~~FPA.

~~Rules~~From ~~and~~a ~~regulations~~liquidity inperspective, ~~many~~the ~~countries~~FPA ~~are~~provided ~~often~~near-term ~~ambiguous~~funding orat ~~open~~the totime ~~differing~~of ~~interpretation~~the byBusiness ~~responsible~~Combination ~~individuals~~but ~~and~~also ~~agencies~~introduced atvariability in ~~the~~future ~~municipal,~~cash ~~state,~~flows ~~regional~~due to its settlement mechanics and ~~federal~~linkage ~~levels~~to market prices. The ~~attitudes~~remaining ~~and~~balance ~~actions~~associated ofwith ~~such~~the ~~individuals~~FPA ~~and~~is ~~agencies~~reflected as ~~are~~a ~~often~~reduction ~~difficult~~of ~~to predict~~stockholders’ equity, consistent with its financing nature and ~~inconsistent~~the Company’s assessment of the arrangement.

~~Delay~~Management ~~with~~continues ~~respect~~ to monitor the ~~enforcement~~impact of ~~particular~~the ~~rules~~FPA on the Company’s capital structure and ~~regulations~~liquidity, including ~~those~~potential ~~relating~~future ~~to customs~~settlements, share ~~tax~~returns, ~~environmental~~ and ~~labor~~market-related adjustments. While the arrangement supported the completion of the Business Combination, its complex ~~could~~terms ~~cause~~and ~~serious~~market-dependent ~~disruption~~outcomes tomay ~~operations~~affect ~~abroad~~period-to-period ~~and~~comparability ~~negatively~~of ~~impact~~equity ~~our~~and ~~results~~cash flows.

IfIncome weTaxes ~~effect~~(ASC a 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.740)

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The ~~system of laws and the enforcement~~ ofCompany ~~existing~~accounts ~~laws~~for inincome ~~such~~taxes ~~jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy~~ under ~~any~~ASC ~~of our future agreements could result in a significant loss of business~~740, ~~business~~Income ~~opportunities or capital. Additionally~~Taxes, ifwhich werequires ~~acquire~~recognition ~~a company located outside~~ of ~~the~~deferred ~~United~~tax ~~States, it is likely that substantially all of our~~ assets ~~would~~ ~~be located outside of the United States~~ and ~~some of our officers and directors might reside outside of the United States. As a~~liabilities ~~result, it may not be possible~~ for ~~investors~~temporary indifferences ~~the~~between ~~United~~financial ~~States~~reporting ~~to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities~~ and ~~criminal~~tax ~~penalties of our directors and officers under Federal securities laws~~bases.

Management evaluates the realizability of deferred tax assets, including net operating loss carryforwards, and establishes a valuation allowance when it is more likely than not that such assets will not be realized.

This assessment requires judgment regarding:

	●	Future taxable income

	●	Timing of reversals of temporary differences

	●	Tax planning strategies

Changes in these assumptions could result in adjustments to valuation allowances and income tax expense.

Sensitivity of Estimates and Judgments

The Company’s financial results are particularly sensitive to changes in estimates related to:

	●	Revenue recognition (principal vs. agent)

	●	Inventory valuation and impairment

	●	Collectability of related-party receivables

	●	VIE consolidation conclusions

A change in any of these assumptions could materially affect reported revenue, gross profit, net income, and financial position.

For example:

	●	A change in principal vs. agent conclusion could significantly alter reported revenue and cost of revenue

	●	A modest increase in inventory obsolescence assumptions could materially reduce gross margin

	●	Delays in collection of related-party receivables could increase credit loss provisions

Management continuously reviews these estimates and assumptions and adjusts them as necessary based on evolving business conditions.

Recently Issued Accounting Pronouncements

For a discussion of our new or recently adopted accounting pronouncements, see Note 2, Recent issued accounting pronouncements, to our consolidated financial statements included elsewhere in this annual report.

~~If relations~~Table ~~between~~of ~~the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.~~Contents

~~The~~Management ~~relationship~~does ~~between~~not ~~the~~believe ~~United~~that ~~States~~any ~~and~~recently ~~foreign governments could be subject to sudden fluctuation and periodic tension. For instance~~issued, ~~the~~ ~~United~~but States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect political relations between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countries are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive. Because we are not ~~limited~~yet toeffective, ~~any~~accounting ~~specific industry~~standards, ~~there~~if iscurrently noadopted, ~~basis~~would ~~for~~have ~~investors~~a inmaterial ~~our Initial Public Offering~~effect toon ~~evaluate~~ the ~~possible~~consolidated ~~extent~~financial ofstatements ~~any~~and ~~impact~~notes onthereto ~~our~~included ~~ultimate~~elsewhere ~~operations if relations are strained between the United States and a foreign country~~ in ~~which~~this weannual ~~acquire a target business or move our principal manufacturing or service operations~~report.

IfNon-GAAP ~~any~~Financial ~~dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in the U.S.~~Measures

IfEBITDA ~~you~~is ~~are~~ a ~~U.S.~~non-GAAP ~~holder~~financial ofmeasure ~~our~~defined ~~Ordinary~~as ~~Shares,~~net ~~you~~income ~~will~~(loss) bebefore ~~taxed~~interest ~~on the U.S. dollar value of your dividends~~expense, ifincome ~~any~~taxes, ~~at the time you receive them~~depreciation, ~~even~~and ~~if you actually receive a smaller amount of U~~amortization.S. ~~dollars when the payment is in fact converted into U.S. dollars. Specifically,~~The ifCompany auses ~~dividend~~EBITDA ~~is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income~~ as a ~~U.S.~~supplemental ~~holder~~measure ~~will~~to beevaluate ~~the~~its ~~U.S.~~operating ~~dollar~~performance ~~value~~and ofto ~~the~~facilitate ~~payments made in the foreign currency, determined at the spot rate of the foreign currency~~ period-to-period ~~the~~comparisons ~~U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is~~by inexcluding ~~fact~~items ~~converted~~that ~~into~~are ~~U.S.~~not ~~dollars.~~directly ~~Thus,~~related ifto ~~the~~core ~~value of the foreign currency decreases before you actually convert the currency into U~~operations.~~S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.~~

IfAdjusted ~~our~~EBITDA is defined as EBITDA further adjusted to exclude non-cash and non-recurring items that management ~~following~~believes ~~our~~are ~~initial~~not ~~business~~indicative of ~~combination~~the isCompany’s ~~unfamiliar~~core ~~with~~operating ~~United~~performance. ~~States~~For ~~securities~~the ~~laws~~year ended December 31, ~~they~~2025, ~~may~~such ~~have~~adjustments toprimarily ~~expend~~include ~~time~~the loss ~~and~~from ~~resources~~the ~~becoming~~change ~~familiar~~in ~~with~~fair ~~such~~value ~~laws~~of the PIPE warrant liability of $25,549,272 ~~which~~and ~~could~~the ~~lead~~loss related to ~~various~~deconsolidation. ~~regulatory~~The ~~issues~~change in fair value of the PIPE warrant liability is a non-cash item arising from the remeasurement of derivative liabilities in accordance with ASC 815 and is significantly impacted by changes in the Company’s stock price and warrant terms, including reset features.

~~Following~~Management ~~our~~believes ~~initial~~that ~~business~~EBITDA ~~combination, certain members of our management team will likely resign from their positions as officers or directors of the company~~ and ~~the~~Adjusted ~~management~~EBITDA ofprovide ~~the~~useful ~~target~~supplemental ~~business~~information atto ~~the~~investors ~~time~~regarding of the ~~business~~Company’s ~~combination~~operating performance; ~~will~~however, ~~remain~~these inmeasures ~~place.~~have ~~Management~~limitations ~~of the~~and ~~target~~should ~~business may~~ not be ~~familiar~~considered ~~with~~in ~~United~~isolation ~~States~~or ~~securities~~as ~~laws.~~a Ifsubstitute ~~new~~for ~~management~~net isincome ~~unfamiliar with our laws, they may have~~(loss) toor ~~expend~~other ~~time~~financial ~~and~~measures ~~resources~~prepared ~~becoming~~in ~~familiar~~accordance with ~~such laws~~U.S. ~~This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations~~GAAP.

The economic, political, and social conditions, as well as government policies, of the country in which our potential target’s operations are located could affect our business. The economy in such target’s country may differ greatly from the economies of most developed countries in many respects. Such country’s economic growth may be uneven, both geographically and among various sectors of the economy, and such growth may not be sustained in the future. If in the future such target’s country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect the ability of that target business to become profitable after our initial business combination.

	For the years ended December 31
	2025			2024
Net income (loss)		(24,817,342	)		(776,960	)
Add: Interest expense		24,616			7,943
Add: Income tax expense		4,651			7,824
Add: Depreciation and amortization		-			-
EBITDA		(24,788,075	)		(761,193	)
Add: Loss from change in fair value of PIPE warrant liability		25,549,272			-
Add: Loss on deconsolidation		5,310			-
Adjusted EBITDA		766,507			(761,193	)

~~Currency~~Off-Balance ~~policies~~Sheet ~~may~~Arrangements ~~cause a target business’ ability to succeed in the international markets to be diminished.~~

InAs ~~the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent~~ of ~~our~~December ~~net assets and distributions~~31, ~~if any~~2025, ~~could be adversely affected by reductions in~~ the ~~value~~Company ofdoes ~~the~~not ~~local~~have currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any ~~target~~material ~~business or,~~off-balance ~~following~~sheet ~~consummation~~arrangements ofas ~~our~~defined ~~initial~~under ~~business~~Item ~~combination,~~303 ~~our financial condition and results~~ of ~~operations.~~Regulation Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transactionS-K.

Historically, the Company utilized variable interest entities (VIEs) to conduct certain e-commerce operations. These VIEs were consolidated in prior periods; however, following the termination of contractual arrangements in December 2025, the Company deconsolidated these entities. As a result, the Company no longer has exposure to the assets, liabilities, or operations of these entities beyond any residual contractual relationships.

The Company does not have any material guarantees, retained interests in transferred assets, special purpose entities, or undisclosed commitments that would be considered off-balance sheet arrangements.

Management believes that the absence of significant off-balance sheet arrangements reduces the Company’s exposure to contingent liabilities and enhances transparency in its financial reporting.

Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to certain market risks in the normal course of business, including foreign currency risk, interest rate risk, and general economic risk.

Foreign Currency Risk

A portion of the Company’s transactions are denominated in currencies other than the U.S. dollar, particularly Renminbi (RMB). As a result, fluctuations in exchange rates may affect revenue, cost of revenue, and operating expenses when translated into U.S. dollars.

A strengthening of the U.S. dollar relative to foreign currencies may reduce reported revenue and margins, while a weakening of the U.S. dollar may have the opposite effect. The Company does not currently use derivative instruments to hedge foreign currency risk.

Interest Rate Risk

The Company’s exposure to interest rate risk is limited due to the absence of significant interest-bearing debt. Interest income is earned on cash balances, and changes in interest rates may affect the amount of interest income recognized. However, this exposure is not considered material.

Concentration Risk

The Company is exposed to concentration risk due to its reliance on related-party transactions for both revenue and procurement. Changes in the financial condition or operating performance of these related parties could materially affect the Company’s results.

Sensitivity Analysis

A hypothetical 10% change in foreign exchange rates would not have a material impact on the Company’s financial position based on current exposure levels; however, this may change as the Company expands its international operations.

~~Many of~~Table ~~the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth~~ of ~~the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination.~~Contents

~~There~~Inflation is no restriction in the geographic location of targets that we can pursue, although we intend to initially focus on target businesses in Asia. In the event that our target business is in Asia, while many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures. As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions and ~~foreign~~Economic ~~investment.~~Conditions There also may be imposition of price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more severely by such a slowing of economic growth.

~~Many~~The ~~industries~~Company’s inoperations ~~Asia~~ are subject to ~~government~~the ~~regulations~~impact ~~that~~of ~~limit~~inflation orand ~~prohibit~~broader ~~foreign~~economic ~~investments in such industries~~conditions, which may ~~limit the~~affect ~~potential~~both ~~number~~costs ofand ~~acquisition candidates~~demand.

~~Governments~~Cost in many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments altogether in companies that operate in certain industries. As a result, the number of potential acquisition candidates available to us may be limited or our ability to grow and sustain the business, which we ultimately acquire will be limited.Impacts

IfInflation amay ~~country~~increase inthe ~~Asia~~cost ~~enacts~~of ~~regulations~~components, inmanufacturing, ~~industry~~logistics, ~~segments~~and ~~that~~labor. ~~forbid~~These orcost ~~restrict~~increases ~~foreign~~may ~~investment~~not be fully recoverable through price adjustments, ~~our~~particularly ~~ability~~in toa ~~consummate~~competitive ~~our~~market ~~initial business~~environment ~~combination~~where ~~could~~pricing bepressure ~~severely~~is ~~impaired~~significant.

~~Many~~Demand of the rules and regulations that companies face concerning foreign ownership are not explicitly communicated. If new laws or regulations forbid or limit foreign investment in industries in which we want to complete our initial business combination, they could severely impair our candidate pool of potential target businesses. Additionally, if the relevant central and local authorities find us or the target business with which we ultimately complete our initial business combination to be in violation of any existing or future laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:Impacts

●The Company’s ~~levying~~products ~~fines;~~are ●generally ~~revoking~~considered ~~our~~discretionary ~~business~~consumer ~~and~~purchases. ~~other~~As ~~licenses;~~a ●result, ~~requiring~~economic ~~that~~downturns, wereduced ~~restructure~~consumer confidence, ~~our ownership~~ or ~~operations;~~higher ~~and~~interest ●rates ~~requiring~~may ~~that~~negatively weimpact ~~discontinue~~demand ~~any~~for ~~portion~~the orCompany’s ~~all of our business~~products.

~~Any~~Supply ofChain ~~the above could have an adverse effect on our company post-business combination and could materially reduce the value of your investment.~~Considerations

~~Corporate~~Global ~~governance~~supply ~~standards~~chain inconditions, ~~Asia~~including ~~may~~component ~~not~~availability ~~be as strict or developed as in the United States~~ and ~~such~~shipping ~~weakness~~costs, may ~~hide~~also ~~issues~~affect ~~and~~the ~~operational practices~~Company’s ~~that~~ability ~~are detrimental~~ to aprocure inventory ~~target~~and ~~business~~maintain margins.

~~General~~The ~~corporate~~Company ~~governance~~actively ~~standards~~monitors inthese ~~some~~factors ~~countries are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity~~ and ~~poor~~seeks ~~management. Local laws often do not go far enough~~ to ~~prevent~~mitigate ~~improper~~their ~~business~~impact ~~practices.~~through ~~Therefore~~pricing strategies, ~~shareholders~~cost ~~may not be treated impartially and equally as a result of poor~~ management ~~practices~~initiatives, ~~asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,~~ and ~~cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation~~ ~~and~~supply ~~weakness~~chain ~~that may precipitate or encourage financial crisis~~optimization. In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.

Conclusion

The Company’s results for the year ended December 31, 2025 reflect a significant transformation in its business model and financial profile.

While total revenue declined compared to the prior year, the Company achieved substantial improvements in gross margin and operating efficiency. This improvement was driven by a strategic shift away from lower-margin, inventory-intensive operations toward higher-margin revenue streams, including revenue-sharing arrangements and service-based offerings.

The Company also strengthened its liquidity position through the completion of the SPAC transaction and related financing activities, enabling it to reduce reliance on related-party financing and improve its overall capital structure.

Despite these improvements, the Company continues to face risks and uncertainties, including reliance on related-party transactions, exposure to e-commerce platform dynamics, and sensitivity to macroeconomic conditions. Future performance will depend on the Company’s ability to sustain margin improvements, diversify revenue streams, and manage working capital efficiently.

Management believes that the Company is well-positioned to pursue its strategic objectives, supported by improved financial flexibility, a more efficient operating model, and opportunities for growth in higher-margin service offerings.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

~~We may~~Table ~~face~~of ~~additional and distinctive risks if we acquire a business in certain industries, such as technology.~~Contents

~~Business~~Item ~~combinations with businesses in certain industries, such as technology, may involve special considerations and risks~~8. IfFinancial weStatements ~~complete our initial business combination with a technology business, we will be subject to the following risks, any of which could be detrimental to us~~ and ~~the~~Supplementary ~~business we acquire:~~Data

● If we are unable to keep pace with evolving technology and changes in the technology services industry, our revenues and future prospects may decline; ● Any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data; ● Difficulties with any products or services we provide could damage our reputation and business; ● A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business; ● We may not be able to protect our intellectual property and we may be subject to infringement claims; and ● We and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial technology services in China.

INDEX TO FINANCIAL STATEMENTS

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficits)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

Any of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to technology businesses. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.

If we effect our initial business combination with a business located in the in the People’s Republic of China, 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.

If we effect our initial business combination with a business located in the PRC, the laws of the country in which such business operates will govern almost all of the material agreements relating to its operations, including any contractual arrangements through which we acquire control of target business as described above. We cannot assure you that we or the target business will be able to enforce any of its material agreements or that remedies will be available in this jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. In addition, the judiciary in the PRC is relatively inexperienced compared to others in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. In addition, to the extent that our target business’s material agreements are with governmental agencies in the PRC, we may not be able to enforce or obtain a remedy from such agencies due to sovereign immunity, in which the government is deemed to be immune from civil lawsuit or criminal prosecution. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

If we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring and operating businesses in the PRC.

We may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination and operation of any target business with which we ultimately consummate a business combination.

First, certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities by foreign investors more complex and time consuming, including, among others:

● the requirement that the Ministry of Commerce of the PRC (the “MOFCOM”) be notified in certain circumstances in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or any concentration of undertaking if certain thresholds are triggered;

●Table ~~the authority~~ of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration in a transaction to be paid within stated time limits; and ● the requirement for mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns to be subject to strict review by the MOFCOM.Contents

Complying with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire PRC-based businesses. A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

In addition, the PRC currently prohibits and/or restricts foreign ownership in certain “important industries,” including telecommunications, food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. There is no assurance that the PRC government will not apply restrictions in other industries. In addition, there can be restrictions on the foreign ownership of businesses that are determined from time to time to be in “important industries” that may affect the national economic security or those having “famous brand names” or “well-established brand names.” Subject to the review and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated using contractual arrangements with permitted local parties. If we choose to effect a business combination that employs the use of these types of control arrangements, these contractual arrangements may not be as effective in providing us with the same economic benefits, accounting consolidation or control over a target business as would direct ownership due to limited implementation guidance provided with respect to such regulations. If the government of the PRC finds that the agreements we entered into to acquire control of a target business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties or be forced to relinquish our interests in those operations.

If we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the PRC. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC. For instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights because the system of laws and the enforcement of existing laws in PRC may not be as certain in implementation and interpretation as in the United States. In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant PRC tax authorities. We may also be subject to restrictions on dividend payments after we consummate a business combination and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations.

Contractual arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

Under the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities. If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties. A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and the value of a shareholder’s investment. In addition, in the event that in connection with an acquisition of an offshore entity that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties. The occurrence of any of the foregoing could have a negative impact on our operating results and financial condition.

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.

In July 2014, the State Administration of Foreign Exchange of the PRC, or “SAFE” promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or “SAFE Circular 37”. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder, name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, merger or division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

We cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other related rules. Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and we may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Compliance with the PRC Antitrust law may limit our ability to effect our initial business combination.

The PRC Antitrust Law became effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust Commission and other antitrust authorities under the State Council. The PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant market position by business operators; and (3) concentration of business operators that may have the effect of precluding or impeding competition. To implement the Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business operators, pursuant to which concentration of business operators refers to (1) merger with other business operators; (2) gaining control over other business operators through acquisition of equity interest or assets of other business operators; and (3) gaining control over other business operators through exerting influence on other business operators through contracts or other means. In 2009, the Ministry of Commerce, to which the Antitrust Commission is affiliated, promulgated the Measures for Filing of Concentration of Business Operators (amended by the Guidelines for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration and the requirement of miscellaneous documents for the purpose of filing. The business combination we contemplate may be considered the concentration of business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council, we must file with the antitrust authority under the PRC State Council prior to conducting the contemplated business combination. If the antitrust authority decides not to further investigate whether the contemplated business combination has the effect of precluding or impeding competition or fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the contemplated business combination. If antitrust authority decides to prohibit the contemplated business combination after further investigation, we must terminate such business combination and would then be forced to either attempt to complete a new business combination or we would be required to return any amounts which were held in the trust account to our shareholders. When we evaluate a potential business combination, we will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition or may result in our modifying or not pursuing a particular transaction. Since our business combination period is within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement), and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement).

Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of our Initial Public Offering to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following our initial business combination.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties.

As such, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of our Initial Public Offering to a PRC target company and the use of such proceeds by the PRC target company. In addition, following our initial business combination with a PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. Currently, Foreign Invested Enterprises (“FIEs”) are required to apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.” Following our initial business combination, we will likely be an FIE as a result of our ownership structure. With such registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a “basic account” and “capital account.” Currency conversion within the scope of the “basic account,” such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. However, conversion of currency in the “capital account,” including capital items such as direct investment, loans and securities, still require approval of the SAFE.

We cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination with a PRC target company and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

Our initial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

On February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or “Security Review Regulations”, which became effective on March 5, 2011. The Security Review Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto control by foreign investors and the enterprises are relating to military, national defense, important agriculture products, important energy and natural resources, important infrastructures, important transportation services, key technologies, and important equipment manufacturing. The scope of the review includes whether the acquisition will impact the national security, economic and social stability, and the research and development capabilities on key national security related technologies. Foreign investors should submit a security review application to the Department of Commerce for its initial review for contemplated acquisition. If the acquisition is considered to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application to a joint security review committee within five business days for further review. The joint security review committee, consisting of members from various PRC government agencies, will conduct a general review and seek comments from relevant government agencies. The joint security review committee may initiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines that the acquisition will result in significant national security issue.

The Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security Review Regulations. Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation of the Security Review Regulations. If, for example, our potential initial business combination is with a target company operating in the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we may have to spend additional resources and incur additional time delays to complete any such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant national security issue. If obtained, since our business combination period is 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement), and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement).

Our initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection, and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

Our initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

Recently, 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 Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These 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. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the CAC. As these opinions and the draft measurers were recently issued, official guidance and interpretation of these two remain unclear in several respects at this time.

If, for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion of our managerial and financial resources. There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant national security issue. If obtained, since our business combination period is 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement), and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination within 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement).

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 a 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.

Companies in China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties. If we decide to initiate a business combination with a company in China, our compliance obligations include those relating to the Data Protection Act (As Revised) Cayman Islands and the relevant PRC laws in this regard. Non-compliance could result in penalties, delays affecting our ability to timely consummate a business combination, or other significant legal liabilities.

These PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company and its subsidiaries. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. These laws may have a material adverse affect on companies in the PRC being willing to complete a business combination with us, may make it more difficult for us to identify a PRC based company with which to consummate a business combination, and may materially narrow the selection of companies available in the PRC from which we could otherwise complete a business combination without material adverse affects in the absence of the CAC data security restrictions, rules, and regulations.

If we make equity compensation grants to persons who are PRC citizens, they may be required to register with the State Administration of Foreign Exchange of the PRC (“SAFE”). We may also face regulatory uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and other parties under PRC laws.

On April 6, 2007, SAFE issued the Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as Circular 78. It is not clear whether Circular 78 covers all forms of equity compensation plans or only those which provide for the granting of share options. For any plans which are so covered and are adopted by a non-PRC listed company, such as our company in the event we consummate a business combination with a PRC Target Company, Circular 78 requires all plan participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the subject plan. We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming.

Upon consummation of business combination with a PRC Target Company, we may adopt an equity incentive plan and make share option grants under the plan to our officers, directors and employees, whom may be PRC citizens and be required to register with SAFE. If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions may subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity compensation would be hindered and our business operations may be adversely affected.

Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

The PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015.

Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

We face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

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.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our post-combination entity’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property, and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

For example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

As such, the post-combination entity’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The post-combination entity could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We and our post-combination entity may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although we are currently not required to obtain permission from any of the PRC federal or local government and have not received any denial to list on the U.S. exchange, our post-combination operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

PRC laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our post-combination entity’s business.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

In 1979, 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 three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

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 and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

From time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our post-combination entity enjoys than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our post-combination entity’s ability to continue its operations.

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.

Our post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC. Accordingly, economic, political, and legal developments in the PRC will significantly affect our post-combination entity’s business, financial condition, results of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our post-combination entity’s ability to operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination entity’s ability to operate its business.

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.

Statements by the Chinese government in 2021 have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. The PRC has proposed new rules in 2021 that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over large China-based internet companies. On November 14, 2021, the CAC publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulated that data processors that undertake data processing activities using internet networks within China are required to apply for cybersecurity review if it conducts data processing activities that will or may have an impact on China’s national security. The review is mandatory if the data processor controls more than 1 million users’ personal information and intends to be listed in a foreign country, or if the data processor seeks to be listed in Hong Kong. As of the date of this Form 10-K, the Draft Regulation on Network Data Security Management has not been formally adopted. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing activities that affect or may affect China’s national security, are required to conduct a cybersecurity review. Operators, including operators of critical information infrastructure and data processors, who control more than 1 million users’ personal information must report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.

On June 10, 2021, the Standing Committee of the PRC National People’s Congress, or SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities and 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 and information. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the responsibilities for collection, processing, and use of personal information.

Because laws, regulations, or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categories of industries, persons and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. Since none of our officers and directors has engaged in data activities or the processing of personal information in China, we believe our officers and directors are in full compliance with the regulations and policies that have been issued by the CAC to date.

Even if we do not undertake an initial business combination with any entity that is based or located in or that conducts its principal business operations in China (including Hong Kong and Macau), our potential target may, or its customers, vendors or business partners may, collect or generate data in China. Given that the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity and data laws and regulations, there is a risk that any potential target business of ours may be subject to cybersecurity review or other regulatory actions even though it is not based or located in and does not conduct its principal business operations in China; and in the event of such a review, our consummation of a business combination could be materially delayed. To avoid such risk, we may avoid completing an initial business combination with such a target business and instead pursue other opportunities, which may limit the pool of attractive targets. As a result, our search for a target company may be adversely affected.

The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China.

The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by special purpose vehicles seeking CSRC’s approval of overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC approval requirement to offshore special purpose vehicles.

Moreover, except for emphasizing 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, which was made available to the public on July 6, 2021, also provides that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

On December 24, 2021, the State Council published the draft Administrative Provisions on the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Administrative Provisions”), and the CSRC published the draft Measures for Record-filings of the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Administrative Measures”), for public comment. Pursuant to Article 2 of the Administrative Provisions, domestic enterprises that (i) offer shares, depository receipts, convertible notes or other equity securities overseas, or (ii) list securities on an overseas stock exchange, must complete record-filing procedures and report the relevant information to the CSRC. The CSRC shall determine the record-filing method. Pursuant to the Article 2 of the Administrative Measures, domestic enterprises that directly or indirectly offer or list securities on an overseas stock exchange shall file with the CSRC within three business days after submitting their initial public offering and/or listing application documents. The requested filing documents include but are not limited to: (1) a filing report and related undertakings; (2) regulatory opinions, filing or approval documents issued by the relevant authorities (if applicable); (3) security review opinions issued by the relevant authorities, if applicable; (4) a PRC legal opinion; and (5) a prospectus.

On December 27, 2021, the NDRC and the MOFCOM jointly promulgated the Special Administrative Measure (Negative List) for the Access of Foreign Investment (2021 Version), or the Negative List, which became effective on January 1, 2022. According to Article 6 of the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply to such foreign investors.

Based on our understanding of the current PRC laws and regulations in effect at the time of this Form 10-K, no prior permission is required under the M&A Rules, the Opinions or the Negative List from any PRC governmental authorities (including the CSRC) for consummating our Initial Public Offering by our company, given that: (a) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this Form 10-K are subject to the M&A Rules; and (b) our company is a blank check company incorporated in the Cayman Islands rather than China and currently the company conducts no business in China. However, there remains some uncertainty as to how the M&A Rules, the Opinions, or the Administrative Provisions and the Administrative Measures, if enacted, will be interpreted or implemented in the context of an overseas offering or if we decide to consummate the business combination with a target business based in and primarily operating in China. If the CSRC or another PRC governmental authority subsequently determines that its approval is needed for our Initial Public Offering, or a business combination with a target business based in and primarily operating in China, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental authorities. In any such event, these governmental authorities may delay our Initial Public Offering or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities.

As of the date of this Form 10-K, we have not received any inquiry, notice, warning, sanctions or regulatory objection to our Initial Public Offering from the CSRC or any other PRC governmental authorities.

Our company is a blank check company incorporated under the laws of the Cayman Islands. We currently do not hold any equity interest in any PRC company or operate any business in China. Therefore, we are not required to obtain any permission from any PRC governmental authorities to operate our business as currently conducted. If we decide to consummate our business combination with a target business based in and primarily operating in China, the combined company’s business operations in China through its subsidiaries are subject to relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

If we select a business combination target that operates in the PRC, the approval of the China Securities Regulatory Commission (the “CSRC”), the Cybersecurity Review Office (“CRO”), the Central Cyberspace Affairs Commission and/or other PRC authority may be required for our initial business combination under PRC law.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”) requires overseas special purpose vehicles that are controlled by PRC companies or individuals formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose vehicles or held by their shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. However, the application of the M&A Rules remains unclear. If CSRC approval is required for our initial business combination, it is uncertain whether it would be possible for us to obtain the approval. Any failure to obtain or delay in obtaining CSRC approval for our initial business combination would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

Additionally, on July 10, 2021, the Cybersecurity Administration of China released a draft of the revised Cybersecurity Review Measures for public consultation until July 25, 2021 (the “2021 Measures”). The 2021 Measures apply to any business operator that holds the personal information of more than one million users when it intends to seek a foreign listing. Upon receipt of an application, if the CRO decides to conduct a review, the CRO will complete a preliminary review and send recommendations to a designated body of members of the network security review mechanism and certain government departments for further consideration. The CSRC has been added in the 2021 Measures to the list of mainland Chinese authorities that are to be involved in formulating the national network security review mechanism. This means that the CSRC can instruct the CRO to obtain approval from the Central Cyberspace Affairs Commission to conduct a cybersecurity review of any proposed foreign public offering of a mainland Chinese operator where the capital markets regulator considers the listing affects or is likely to affect China’s national security. The proposed rules might impact the timetable of our initial business combination and the certainty of our initial business combination, if the target company we have identified is subject to the 2021 Measures or the final Cybersecurity Review Measures.

Further regulations or regulatory actions in the PRC could affect the timetable and closing certainty of our Initial Public Offering and/or our initial business combination.

Further, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council of the PRC jointly issued the “Opinion on Strictly Punishing Illegal Securities Activities according to Law” (《关于依法从严打击证券违法活动的意见》) (the “Opinion”). The Opinion specifies the target of upgrading the securities law-enforcement and judicial systems by 2022 and 2025, including effectively curbing the frequent occurrence of major illegal and criminal cases, as well as making notable advances in the transparency, standardization and credibility in the securities law-enforcement and judicial system. In particular, Clause 5 of the Opinion is entitled “Further Enhancing Cross-Border Regulatory Oversight, Enforcement and Judicial Cooperation.” The Opinion may require or facilitate further regulations or regulatory actions applicable to Chinese companies seeking to be listed overseas, including in the U.S., which regulations could be applicable to our Initial Public Offering, our initial business combination or the target company we identify and impact the timetable and closing certainty of our Initial Public Offering and/or our initial business combination.

The M&A Rules and certain other People’s Republic of China regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue an acquisition in China.

The M&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may acquire a complementary business. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to complete our initial business combination.

Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability to pursue an acquisition in China.

On March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law, which came into effect on January 1, 2020 and replaces the trio of existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementation rules and ancillary regulations and become the legal foundation for foreign investment in the PRC. Meanwhile, the Implementation Regulation of the Foreign Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January 1, 2020, which clarified and elaborated the relevant provisions of the Foreign Investment Law.

The Foreign Investment Law sets out the basic regulatory framework for foreign investments and proposes to implement a system of pre-entry national treatment with a negative list for foreign investments, pursuant to which (i) foreign entities and individuals are prohibited from investing in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfy certain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equally with domestic investments. The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreign investments and proposes to establish a foreign investment information reporting system, through which foreign investors or foreign-invested enterprises are required to submit initial report, report of changes, report of deregistration and annual report relating to their investments to the Ministry of Commerce, or MOFCOM, or its local branches.

If, after our initial business combination, substantially all of our assets will be located in China and substantially all of our revenue will be derived from our operations there, our results of operations and prospects and trading prices of our securities will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in China as well as litigation and publicity surrounding China-based companies listed in the United States.

The economic, political and social conditions, as well as government policies, of China could affect our business. The economies in Asia differ from the economies of most developed countries in many respects. For the most part, such economies have grown at a rate in excess of the United States; however, (1) such economic growth has been uneven, both geographically and among various sectors of the economy and (2) such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

We believe that litigation and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny of our assets and operation, in China, if any, regardless of its lack of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumors, decreases and volatility in the trading price of our securities, and increased directors and officers insurance premiums and could have an adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.

China’s economic, political and social conditions, as well as changes in any government policies, laws, and regulations, could have a material adverse effect on our business.

A substantial portion of our operations may be conducted in China, and a significant portion of our net revenues may be derived from customers where the contracting entity is located in China. Accordingly, our business, financial condition, results of operations, prospects, and certain transactions we may undertake may be subject, to a significant extent, to economic, political, and legal developments in China.

China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand for target services and products depends, in large part, on economic conditions in China. Any slowdown in China’s economic growth may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our net revenues.

Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.

The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

We may face additional and distinctive risks if we acquire a financial technology business.

Business combinations with financial technology businesses may involve special considerations and risks. If we complete our initial business combination with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business we acquire:

● If the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve; ● If we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects may decline; ● Our ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes; ● Any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data; ● Difficulties with any products or services we provide could damage our reputation and business; ● A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business; ● We may not be able to protect our intellectual property and we may be subject to infringement claims; and ● We and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial technology services in China.

Any of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to financial technology businesses. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.

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 our PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We are an exempted company incorporated in the Cayman Islands with limited liability structured as a blank check company and may conduct our operations in China through a PRC entity. As permitted under PRC laws and regulations, we may make loans to our PRC entity subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC entity. Furthermore, loans by us to our PRC entity to finance its activities cannot exceed the difference between their respective total project investment amount and registered capital or 2.5 times of their net worth and capital contributions to our PRC entity will be subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in China.

The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our Initial Public Offering, to our PRC entity, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC entity or with respect to future capital contributions by us to our PRC entity. If we merge with a China-based operating company, and if we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from our Initial Public Offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

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.

After we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations. Current regulations in China would permit our operating company in China to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations.

In addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its accumulated profits each year. Each of our PRC subsidiaries as a foreign invested enterprise, is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its discretion. Such cash reserve may not be distributed as cash dividends. In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment.

Following our initial business combination with a PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. 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.

Under PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries in China may be used to pay dividends.

However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends in foreign currencies to our shareholders.

PRC regulatory authorities could impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges may limit our ability to use the proceeds of our Initial Public Offering in an initial business combination with a PRC target company and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

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.

Under the PRC Enterprise Income Tax Law (“PRC EIT Law”) and its implementation rules, if following our initial business combination we are a non-resident enterprise, that is, an enterprise lawfully incorporated pursuant to the laws of a foreign country (region) that has an office or premises established in China with no actual management functions performed in China, or an enterprise that has income derived from or accruing in China although it does not have an office or premises in China, will be subject to a withholding tax rate of 10%. Under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision in Tax Treaties promulgated on February 20, 2009, the taxpayer needs to satisfy certain conditions to utilize the benefits under a tax treaty. These conditions include: (1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholder to receive dividends from the PRC entity must have continuously met the direct ownership thresholds during the 12 consecutive months preceding the receipt of the dividends. Further, under Announcement of the State Administration of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties, which took effect on April 1, 2018, a “Beneficial Owner” shall mean a person who has ownership and control over the income and the rights and property from which the income is derived. To determine the “beneficial owner” status of a resident of the treaty counterparty who needs to take advantage of the tax treaty benefits, a comprehensive analysis shall be carried out, taking into account actual conditions of the specific case.

Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other countries or regions is subject to Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, or Circular 35. Circular 35 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities.

In addition, in response to the persistent capital outflow in China and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and SAFE promulgated a series of capital control measures in early 2017, including stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of us to pay dividends or make other kinds of payments to us following our initial business combination could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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.

Future developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the recently enacted Holding Foreign Companies Accountable Act (“HFCAA”) would restrict our ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and 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, specifically, those based in China. 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.

The documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time-consuming to prepare. HFCAA mandates the SEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer’s auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB 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 jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by Chinese authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively.

On August 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 China and Hong 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 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. 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.

Our auditor UHY LLP is headquartered in New York, NY, and was not identified in the PCAOB’s report as a firm subject to the PCAOB’s determination. However, if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction (including, without limitation, PRC government), we will be required by the HCFAA and, if enacted, the AHFCAA, to delist from Nasdaq because the PCAOB is unable to conduct inspections on such auditor, and our securities are unable to be listed on another securities exchange by the time of such potential delisting, then such a delisting would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our securities.

In the event that we complete a business combination with a company with substantial operations in a foreign jurisdiction and any of the legislative actions or regulatory changes discussed above were to proceed in ways that are detrimental to issuers based in that jurisdiction, it could cause us to fail to be in compliance with U.S. securities laws and regulations, we could cease to be listed on a U.S. securities exchange, and U.S. trading of our shares could be prohibited. Any of these actions, or uncertainties in the market about the possibility of such actions, could adversely affect our prospects to successfully complete a business combination, our access to the U.S. capital markets and the price of our shares.

Other developments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict our ability to complete a business combination with certain businesses.

General Risk Factors

Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results.

We may become subject to income taxes in various other jurisdictions in the future. Our effective tax rate could be adversely affected by changes in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S. tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax audits by various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging and sometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs will be governed by our Second Amended and Restated Memorandum and Articles of Association, as amended, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

Because our Chairman of the Board and two of our directors are residents of China, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Our Chairman of the Board, Pengfei Zheng, and two of our directors, Shu Wang and Li (Helen) Wei, are residents of China. China has no arrangement for the reciprocal enforcement of judgments with the United States. PRC courts may only recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. This is reflected in a number of bilateral treaties signed by China, which provide that lack of jurisdiction 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. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce 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, security, or public interest. 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, it may be difficult for investors to effect service of process within the United States upon us or our Chairman and our directors who are residents of China, or to enforce judgments in China (including Hong Kong and Macau) that are obtained in U.S. courts against us or such individuals, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Even with proper service of process, the enforcement of judgments obtained in U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws would be extremely difficult given the PRC Civil Procedures Law and the lack of a treaty or principles of reciprocity providing for the recognition and enforcement of U.S. judgments. Furthermore, there would be added costs and issues with bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against us or our officers and directors, and they still may be fruitless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940.

On January 24, 2024, the SEC adopted the final rules (the “SPAC Final Rules”), which became effective on July 1, 2024. Certain of the procedures that AlphaVest, a potential business combination target, or others may determine to undertake in connection with the SPAC Final Rules, or pursuant to the SEC’s views, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Final Rules may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments; and ● restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination.

In addition, we may have imposed upon us burdensome requirements, including:

● registration as an investment company; ● adoption of a specific form of corporate structure; and ● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles of Association, as amended, to modify (A) 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 24 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our business combination, within 33 months from the closing of our Initial Public Offering (as further described in our Registration Statement)or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent a business combination, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share 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 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.

Notwithstanding the foregoing, as indicated above, on January 24, 2024, the SEC adopted the SPAC Final Rules, which became effective on July 1, 2024, relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. The SEC’s proposed rules would provide a safe harbor for companies like our company from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require the company to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 33 months after the effective date of the company’s registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 33 months after the effective date of its registration statement for its initial public offering. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2024. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Provisions in our Second Amended and Restated Memorandum and Articles of Association, as amended, may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Ordinary Shares and could entrench management.

Our Second Amended and Restated Memorandum and Articles of Association, as amended, contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on NASDAQ. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Ordinary Shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination. In addition, prior to our initial business combination, only holders of the Founder Shares have the right to vote on the appointment of directors, including in connection with the completion of our initial business combination. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.

We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take.

As of the date of this report, we have not encountered any cybersecurity incidents since our IPO.

ITEM 2. PROPERTY

We currently maintain our executive offices at 205 W. 37th Street, New York, NY 10018. The cost for our use of this space is included in the $10,000 per month fee we will pay to TenX Global Capital LP, an affiliate of our Sponsor, for office space, utilities and secretarial and administrative services. We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Units, Ordinary Shares, and Rights are each traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “ATMVU,” “ATMV,” and “ATMVR” respectively. Our units commenced public trading on December 23, 2022, and our Ordinary Shares and Rights commenced separate trading on January 25, 2023.

Holders

As of April 14, 2025, we had one holder of record of our Ordinary Shares, one holders of record of our Units, and one holder of record of our Rights.

Dividends

We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Unregistered Sale of Equity Securities

On September 28, 2021, our Sponsor acquired 1,437,500 Founder Shares for an aggregate purchase price of $25,000. On January 8, 2022, our Sponsor acquired an additional 287,500 Founder Shares for no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 Founder Shares. Concurrent with the closing of the Initial Public Offering, our Sponsor sold to Chardan or its designees 132,825 of these Founder Shares at a purchase price of $2.00 per share and an aggregate purchase price of $265,650.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 365,000 Private Placement Units to the Sponsor and 25,000 Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,900,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.

On April 18, 2023, the Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited.

Use of Proceeds

On December 22, 2022, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect to the Ordinary shares included in the Units sold, the “Public Shares”), including 900,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full on December 29, 2022, at $10.00 per Unit, generating gross proceeds of $73,305,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 365,000 Private Placement Units to the Sponsor and 25,000 Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,900,000. On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public Offering.

On June 3, 2022, we issued an unsecured promissory note to our Sponsor (the “Promissory Note”), pursuant to which we could borrow up to an aggregate of $150,000 to cover expenses related to the initial public offering. On April 11, 2024, we amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of: (i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination. The Promissory Note expired on September 12, 2024.

Transaction costs related to the issuances described above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, and $2,009,629 of other offering costs. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public offering and the sale of the Private Placement Units $71,030,000 (or $10.20 per share sold in the initial public offering) was placed in the Trust Account.

Redemptions

On December 21, 2023, a special meeting of the stockholders was held to extend the date by which the Company must consummate a business combination. In connection with this meeting, the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 2,174,171 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $ 23,282,935.83. Following the redemptions, the Company has 7,006,329 Ordinary Shares outstanding.

On December 18, 2024, a special meeting of the stockholders was held to extend the date by which the Company must consummate a business combination. In connection with this meeting, the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 3,151,473 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.41 per share, for an aggregate redemption amount of approximately $35,956,676. Following the redemptions, the Company has 3,854,856 Ordinary Shares outstanding.

Repurchases

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” refer to AlphaVest Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We were incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. Our entire activity up to December 31, 2024 has been related to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, and a search for a Business Combination target. We have, and expect to continue to generate income in the form of interest income and unrealized gains on investments held in the Trust Account. We expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with the search for a Business Combination target.

We have neither engaged in any operations nor generated any revenues to date. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We generate income in the form of interest income on cash and cash equivalents after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates. We expect our expenses to increase substantially in connection with the search for a Business Combination target.

For the year ended December 31, 2024, we had a net income of $1,710,959, which consists of interest earned on marketable securities held in Trust Account and bank interest income of $2,674,096, offset by formation and operating costs of $870,821 and unrealized loss on the investment of $92,316.

For the year ended December 31, 2023, we had a net income of $2,904,174, which consists of interest earned on marketable securities held in Trust Account and bank interest income of $3,580,492, offset by formation and operating costs of $676,318.

Liquidity, Capital Resources, and Going Concern

On December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

On December 29, 2022, EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000. In connection with the EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

Following the full exercise of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed in the trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2024, we had marketable securities held in the trust account of $18,000,701 consisting of U.S. government securities with a maturity of 185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2024, we have not withdrawn any interest earned from the trust account.

As of December 31, 2024, we had cash of $4,215. We will use these funds primarily to complete the business combination. This includes conducting ongoing due diligence, obtaining necessary regulatory and shareholder approvals, preparing required filings and disclosures, structuring and negotiating transaction terms, and covering costs related to legal, financial, and other advisory services.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of 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. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

There is no assurance that our plans to consummate a business combination will be successful within the combination period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

As of December 31, 2024, we had cash of $4,215 and a working capital deficit of $1,745,636. We have incurred and expect to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we believe that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if we are unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, we have determined that such additional condition also raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Related Party Transactions

Please refer to Financial Statement Note 5 - Related Parties.

Other Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance sheet.

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated July 11, 2023 requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

We have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies or estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial Officer, evaluated, as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our President and our Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our President and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the criteria described above, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name	Age	Position
Pengfei Zheng	37	Chairman of the Board of Directors
Yong (David) Yan	51	Chief Executive Officer and Director
Song (Steve) Jing	52	Chief Financial Officer
Shu Wang	37	Independent Director
Li (Helen) Wei	54	Independent Director
Jiangang Luo	56	Independent Director

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. Mr. Zheng was selected to serve on the Board of Directors due to his public company and capital raising experience.

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. Dr. Yan was selected to serve on the Board of Directors due to his fund raising and private equity experience.

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, 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. Mr. Wang was selected to serve on the Board of Directors due to his accounting and auditing experience.

Li (Helen) Wei, our director, 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. Dr. Wei also serves as a director of AlphaTime Acquisition Corp, a similarly structured blank check company that has filed for an initial public offering. Before SAIF, Dr. Wei 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. Dr. Wei was selected to serve on the Board of Directors due to her experience in domestic and financial institutions.

Jiangang Luo, our director, has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014, and the president of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006. Since 2021, he has also been the president of PNE Limited Partner LLC and Luo & Long General Partner LLC, which are special purpose vehicles that were established for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company. He has also served as Chief Executive Officer of Bowen Acquisition Corporation, a blank check company, since March 2023. From 2011 to 2016, he served as managing partner of Faith Asset Management LLC, a global investment firm focused on the clean energy sector. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before 2000, he worked as a senior information system professional in various Fortune 500 companies including China Resources Group and Liz Claiborne. Mr. Luo also served as an executive for many non-profit organizations such as Chairman of the Tsinghua Alumni Association in New York and President of New Jersey Chinese Computer Professionals Society. Mr. Luo is a member of Tsinghua Entrepreneur & Elite Club. He has invested in many cleantech/fintech companies over the last 10 years. Mr. Luo received degrees in Applied Mathematics and Computer Science from Tsinghua University, a Computer Science Masters degree from New Jersey Institute of Technology and a masters degree in Computational Mathematics from Tsinghua University.

Number and Terms of Office of Officers and Directors

We currently have four directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Li (Helen) Wei and Jiangang Luo, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang, will expire at the third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Second Amended and Restated Memorandum and Articles of Association, as amended, as it deems appropriate. Our Second Amended and Restated Memorandum and Articles of Association, as amended, provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors.

Director Independence

NASDAQ listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Shu Wang, Li (Helen) Wei and Jiangang Luo are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. We are utilizing the phase-in exception provided by NASDAQ and will add a third independent director within the phase-in period as required by NASDAQ. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us. Other than as described elsewhere in this Form 10-K, no compensation of any kind, including finder’s and consulting fees, will be paid to our Initial Shareholders or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination, although we may consider cash or other compensation to officers or advisors we may hire subsequent to our Initial Public Offering to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Initial Shareholders or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

Shu Wang, Li (Helen) Wei and Jiangang Luo serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each such person meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Shu Wang and Jiangang Luo qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Li (Helen) Wei, Shu Wang and Jiangang Luo serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman of the compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each such person meets the independent director standard under NASDAQ listing standards applicable to members of the compensation committee.

We adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and approving on an annual basis the compensation of all of our other officers; ● reviewing on an annual basis our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to our Initial Public Offering to be paid either prior to or in connection with our initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our Second Amended and Restated Memorandum and Articles of Association, as amended.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our audit and compensation committee charters are filed as exhibits to our Registration Statement. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Except as disclosed herein, we do not believe any conflict currently exists between us and our Initial Shareholders, and affiliates of our Initial Shareholders may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated within our Initial Shareholders may be suitable for both us and for an affiliate of Initial Shareholders and may be directed to such entity rather than to us. Neither our Initial Shareholders nor members of our management team who are also employed by or affiliated with our Initial Shareholders will have any obligation to present us with any opportunity for a potential 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 Initial Shareholders and/or 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.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination. Our Second Amended and Restated Memorandum and Articles of Association, as amended, provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or off

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