UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 19, 2024
ALPHAVEST
ACQUISITION CORP
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41574 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code 203-998-5540
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
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 |
| 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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item
7.01. | Regulation
FD Disclosure. |
On
August 19, 2024, AlphaVest Acquisition Corp (the “Company”) issued a press release announcing the Company’s
entry into a Business Combination Agreement, on August 16, 2024, with AMC Corporation, a Washington corporation (“AMC”)
and the other parties thereto (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).
The full text of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference. Upon the terms and subject to the conditions of the Merger Agreement,
and in accordance with applicable law, AV Merger Sub, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the
Company, will merge with AMC, with AMC surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”).
The
information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
The submission of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information
in this Item 7.01, including Exhibits 99.1.
Important
Information About the Business Combination and Where to Find It
In
connection with the Business Combination, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”) containing a proxy statement/prospectus and certain other
related documents, which will be both the proxy statement to be distributed to holders of the Company’s ordinary shares in connection
with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination
and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the
securities of the Company to be issued in connection with the Business Combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/final prospectus or any other document that the Company will send to its shareholders
in connection with the Business Combination. The Company’s shareholders and other interested persons are advised to read carefully
and in their entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement (including any
amendments or supplements thereto) and the definitive proxy statement/final prospectus, as well as other documents filed with the SEC,
as these materials will contain important information about the parties to the Business Combination Agreement, the Company and the Business
Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to
shareholders of the Company as of a record date to be established for voting on the Business Combination and other matters as may be
described in the Registration Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other
documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to: AlphaVest Acquisition Corp, One 420 Lexington Ave, Suite 2446,
New York, NY 10170, Attention: Yong (David) Yan, (203) 998-5540.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Company’s registration statement on Form S-1 (as amended to date), which was initially filed
with the SEC on December 13, 2022, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request
to AlphaVest Acquisition Corp, One 420 Lexington Ave, Suite 2446, New York, NY 10170, Attention: Yong (David) Yan, (203) 998-5540. Additional
information regarding the interests of such participants will be contained in the Registration Statement when available.
AMC
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of
the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The Company’s and AMC’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believe,”
“predict,” “potential,” “continue,” and similar expressions may identify such forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without
limitation, the Company’s and AMC’s expectations with respect to future performance and anticipated financial impacts of
the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of
the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results
to differ materially from expected results, including factors that are outside of the Company’s and AMC’s control and that
are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings
that may be instituted against the Company and AMC following the announcement of the Business Combination Agreement and the transactions
contemplated therein; (2) the inability to complete the Business Combination, including due to failure to obtain the approval of the
shareholders of the Company, approvals or other determinations from certain regulatory authorities, or other conditions to closing in
the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement or that could otherwise cause the transactions contemplated therein to fail to close; (4) the inability
to obtain or maintain the listing of the combined company’s shares on the Nasdaq Stock Market LLC following the Business Combination;
(5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of
the Business Combination; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the combined company to grow and manage growth profitably and to retain its key employees;
(7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that AMC or the combined
company may be adversely affected by other economic, business, and/or competitive factors; (10) the combined company’s ability
to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; (11) the impact of COVID-19
on AMC’s business and/or the ability of the parties to complete the Business Combination; and (12) other risks and uncertainties
indicated from time to time in the Registration Statement and other documents filed, or to be filed, by the Company with the SEC.
The
Company cautions that the foregoing list of factors is not exclusive. Although the Company believes the expectations reflected in these
forward-looking statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person
that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such
forward-looking statements or projections will be achieved. There may be additional risks that the Company and AMC presently do not know
of or that the Company and AMC currently believe are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak
only as of the date made. Neither the Company nor AMC undertakes any duty to update these forward-looking statements, except as otherwise
required by law.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ALPHAVEST
ACQUISITION CORP |
| |
|
|
| |
By: |
/s/
Yong (David) Yan |
| |
Name: |
Yong
(David) Yan |
| |
Title: |
Chief
Executive Officer |
Dated:
August 19, 2024
Exhibit
99.1
AlphaVest
Acquisition Corp Announces Entering into a Merger Agreement with AMC Corporation
New
York, NY, Aug. 19, 2024 — AlphaVest Acquisition Corp (NASDAQ: ATMV) (“ATMV”), a special purpose acquisition
company, announced the execution of a Business Combination Agreement (the “Merger Agreement”) with AMC Corporation (“AMC”),
a leading provider of native computer vision AI platform, on August 16, 2024.
The
transaction will be structured as a business combination with ATMV’s wholly owned subsidiary, AV Merger Sub, and is anticipated
to result in AMC stockholders receiving shares of ATMVcapital stock valued at $175 million (the “Business Combination”).
The transaction has been approved by the boards of directors of both ATMV and AMC and is expected to be consummated in the fourth quarter
of 2024, subject to regulatory and stockholder approval by the stockholders of ATMV and the stockholders of AMC and the satisfaction
of certain other customary closing conditions.
AMC
creates and distributes innovative, and smart security and consumer electronics solutions. It makes high quality internet connected smart
home products and augmented reality wearable products that are accessible, affordable, and easy-to-use.
Upon
the closing of the Business Combination, the combined company is expected to operate under the name AMC Corporation and remain a NASDAQ-listed
public company trading under a new ticker symbol. AMC’s executive management team will continue to lead the combined company. There
can be no assurance that the combined company will remain listed on NASDAQ.
Michael
Adair, CEO of AMC, commented, “We are thrilled to announce the proposed business combination with ATMV. This will help position
the company to capitalize on the growing business security market, leveraging our proven and differentiated Vision AI solutions at scale.”
David
Yan, Chief Executive Officer of ATMV, commented, “We’re very excited to announce the proposed merger with AMC. Our extensive
search and thorough evaluation of numerous potential business combination partners led us to AMC, which our board and management team
believes offers the most compelling opportunity to deliver stockholder value. This business combination, if consummated, will grant ATMV
investors an equity stake in a pioneering Vision AI company which has successfully established itself in the home security market and
is now expanding various small to medium business use cases. We fully endorse AMC’s vision and are committed to supporting its
goal to enable Vision AI across all relevant environments and situations.”
The
description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger
Agreement relating to the transaction. For additional information, see ATMV’s Current Report on Form 8-K, which will be filed promptly
and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
As
previously disclosed in a Form 8-K filed with the SEC, ATMV terminated its previously announced business combination agreement, dated
as of August 11, 2023, with AV Merger Sub and Wanshun Technology Industrial Group Limited, effective as of March 13, 2024.
Advisors
Winston
& Strawn LLP is serving as legal advisor to ATMV. Graubard Miller is serving as legal advisor to AMC. Revere Securities is serving
as financial advisor to AMC. Small Seashell Limited is serving as financial advisor to ATMV.
About
AMC Corporation
AMC
creates and distributes innovative, and smart security and consumer electronics solutions. AMC builds strong relationships with its
customers and partners to make high quality internet connected smart home products and augmented reality wearable products that are
accessible, affordable, and easy-to-use. AMC’s mission is to make high-quality computer vision AI accessible for consumers and
businesses through a highly scalable, hardware-agnostic native AI platform.
About
AlphaVest Acquisition Corp
AlphaVest
Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. While the Company will not be limited to a particular
industry or geographic region in its identification and acquisition of a target company, the Company intends to focus its search on businesses
throughout Asia.
Cautionary
Note Regarding Forward Looking Statements
This
press release may contain statements that constitute “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include information concerning ATMV’s and AMC’s possible or assumed future
results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities,
and the effects of regulation, including whether the Business Combination will generate returns for stockholders. These forward-looking
statements are based on ATMV’s or AMC’s management’s current expectations, projections, and beliefs, as well as a number
of assumptions concerning future events. When used in this communication, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose,” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements.
These
forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown
risks, uncertainties, assumptions, and other important factors, many of which are outside of ATMV’s or AMC’s management’s
control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks,
uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or
other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to
the Business Combination; (b) the outcome of any legal proceedings that may be instituted against ATMV, AMC, or others following the
announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business
Combination due to the failure to obtain the approval of the stockholders of ATMV, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing; (d) changes to the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;
(e) the ability to meeting the applicable stock exchange listing standards following the consummation of the Business Combination; (f)
the risk that the Business Combination disrupts current plans and operations of AMC or its subsidiaries as a result of the announcement
and consummation of the transactions described herein; (g) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of AMC to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (h) costs related to the Business Combination; (i) changes
in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations)
which could result in the need for ATMV to restate its historical financial statements and cause unforeseen delays in the timing of the
Business Combination and negatively impact the trading price of ATMV’s securities and the attractiveness of the Business Combination
to investors; (j) the possibility that ATMV and AMC may be adversely affected by other economic, business, and/or competitive factors;
(k) AMC’s ability to execute its business plans and strategies; (l) AMC’s estimates of expenses and profitability; (m) the
risk that the transaction may not be completed by ATMV’s business combination deadline and the potential failure to obtain extensions
of the business deadline if sought by ATMV; (n) other risks and uncertainties indicated from time to time in the final prospectus of
ATMV relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other
documents filed or to be filed with the SEC by ATMV. Copies are available on the SEC’s website, www.sec.gov. You are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
ATMV
and AMC assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither ATMV nor AMC gives any assurance that either ATMV or AMC will achieve
its expectations.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination between ATMV and AMC, ATMV will file a registration statement on Form S-4 (as may be
amended from time to time, the “Registration Statement”) that will include a preliminary proxy statement and a registration
statement/preliminary prospectus of ATMV, and after the Registration Statement is declared effective, ATMV will mail a definitive proxy
statement/prospectus relating to the Business Combination to its stockholders. The Registration Statement, including the proxy statement/prospectus
contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other
matters to be voted upon at a meeting of ATMV’s stockholders to be held to approve the Business Combination and related matters.
This communication does not contain all of the information that should be considered concerning the Business Combination and other matters
and is not intended to provide the basis for any investment decision or any other decision in respect to such matters. ATMV and AMC may
also file other documents with the SEC regarding the Business Combination. ATMV stockholders and other interested persons are advised
to read the preliminary proxy statement/prospectus when available and the amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the Business Combination, as these materials will contain important information about ATMV,
AMC, and the Business Combination.
When
available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to ATMV
stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed or that will be filed
with the SEC through ATMV through the website maintained by the SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants
in the Solicitation
ATMV,
AMC, and their respective directors and officers may be deemed participants in the solicitation of proxies of ATMV stockholders in connection
with the Business Combination. ATMV stockholders and other interested persons may obtain, without charge, more detailed information regarding
the directors and officers of ATMV and a description of their interests in ATMV is contained in ATMV’s final prospectus related
to its initial public offering, dated December 19, 2022, and in ATMV’s subsequent filings with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ATMV stockholders in connection with the Business
Combination and other matters to be voted upon at the ATMV stockholder meeting will be set forth in the Registration Statement. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be
included in the Registration Statement that ATMV and AMC intend to file with the SEC. You will be able to obtain free copies of these
documents as described in the preceding paragraph.
No
Offer or Solicitation
This
press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or
a solicitation of any vote or approval, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer,
solicitation, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or an exemption therefrom.
For
investor and media inquiries, please contact:
David
Yan
Email:
david.yan@alphavestacquisition.com
203-998-5540
AlphaVest Acquisition (NASDAQ:ATMVU)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
AlphaVest Acquisition (NASDAQ:ATMVU)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
