AMC Robotics (NASDAQ: AMCI) adds clawback policy in 10-K amendment

Rhea-AI Filing Summary

AMC Robotics Corporation filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment is limited to adding an exhibit that was mistakenly omitted from the original filing, including a clawback policy listed as Exhibit 97.1.

The company notes that it completed its initial business combination in December 2025 and that 22,595,363 shares of Common Stock were outstanding as of April 20, 2026. No other sections of the original annual report are updated, and readers are directed to review this amendment together with the original report and subsequent SEC filings.

Key Figures

Shares outstanding: 22,595,363 shares

1 metrics

Shares outstanding 22,595,363 shares Common Stock outstanding as of April 20, 2026

Key Terms

Business Combination Agreement, Registration Rights Agreement, Clawback Policy, Inline XBRL, +2 more

6 terms

Business Combination Agreement financial

"Business Combination Agreement (incorporated by reference to Exhibit A to the Company’s definitive proxy statement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Registration Rights Agreement financial

"Form of Amended and Restated Registration Rights Agreement (incorporated by reference"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Clawback Policy financial

"97.1 | | Clawback Policy (filed herewith)"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Inline XBRL technical

"Inline XBRL Instance Document - the instance document does not appear"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Code of Ethics financial

"14 | | Code of Ethics (incorporated by reference"

Insider Trading Policy financial

"19.1* | | Insider Trading Policy"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

How to Read a 10-K Annual Report →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ________to__________

Commission file number 001-41574

AMC ROBOTICS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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

12 East 49^th Street, 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 Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		AMCI		The Nasdaq Stock Market LLC

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

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 Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing 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 12 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, 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 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 Act). Yes ☐ No ☒

The registrant consummated its initial business combination in December 2025. Accordingly, the combined company’s securities were not publicly traded at that time.

As of April 20, 2026, 22,595,363 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2025 of AMC Robotics Corporation (the “Company”), filed with the Securities and Exchange Commission on April 20, 2026 (the “Original Form 10-K”) to include an additional exhibit that was mistakenly omitted.

Other than as set forth above, this Amendment does not reflect events occurring after the filing of the Original Form 10-K, and no other information in the Original Form 10-K is amended hereby. Other events or circumstances occurring after the date of the Original Form 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our filings with the SEC subsequent thereto.

TABLE OF CONTENTS

PART IV
	Item 15.	Exhibits and Financial Statement Schedules	1

i

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Financial Statement Schedules

Exhibits

The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit No.		Description
2.1		Business Combination Agreement (incorporated by reference to Exhibit A to the Company’s definitive proxy statement dated September 2, 2025)
2.2		Amendment to Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 1, 2025)
3.1		Form of Certificate of Domestication of AlphaVest Acquisition Corp (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
3.2		Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
3.3		Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
4.1		Specimen Common Stock Certificate of Company (incorporated by reference to Exhibit 4.5 to Company’s Registration Statement filed on Form S-4, File No. 333-283183 filed on August 4, 2025)
4.2*		Description of Securities
10.1		Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of AlphaVest Acquisition Corp. filed with the SEC on August 22, 2024)
10.2		Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
10.3		Form of Indemnification Agreement. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
10.4		Form of private placement purchase Agreement. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
10.5		Form of private placement registration rights agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
10.6		Form of private placement warrant (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 15, 2025)
14		Code of Ethics (incorporated by reference to Exhibit 14.1 to our Registration Statement (No. 333-268188) filed with the SEC on December 13, 2022)
19.1*		Insider Trading Policy
31.1		PEO Section 302 Certification
31.2		PFO Section 302 Certification
32.1		PEO Section 906 Certification
32.2		PFO Section 906 Certification
97.1		Clawback Policy (filed herewith)
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Previously filed

1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMC ROBOTICS CORPORATION
	By:	/s/ Shengwei Da
		Shengwei (Sean) Da
		Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Date: May 5, 2026

FAQ

What is the purpose of AMC Robotics (AMCI) Form 10-K/A Amendment No. 1?

The amendment updates AMC Robotics’ annual report solely to include an exhibit that was mistakenly omitted from the original filing. It does not change financial results or other disclosures and should be read together with the original annual report and later SEC filings.

Which new exhibit is added in AMC Robotics (AMCI) 10-K/A?

Amendment No. 1 adds Exhibit 97.1, described as a Clawback Policy, to the company’s exhibit index. The filing explains that this exhibit was mistakenly omitted from the original annual report and is now being formally filed as part of the report.

Does AMC Robotics’ 10-K/A change any financial statements or disclosures?

The amendment states it does not update events or information beyond adding the omitted exhibit. Financial statements and other disclosures from the original annual report remain unchanged, so readers are directed to rely on the original filing and subsequent SEC reports for full details.

How many AMC Robotics (AMCI) shares were outstanding around the time of the amendment?

The filing notes that 22,595,363 shares of AMC Robotics’ Common Stock were outstanding as of April 20, 2026. This figure provides context on the company’s equity base following its initial business combination completed in December 2025.

What major corporate step does AMC Robotics reference in this 10-K/A?

AMC Robotics reports that it consummated its initial business combination in December 2025. The filing also clarifies that the combined company’s securities were not publicly traded at that time, giving background on its transition to a publicly traded entity on Nasdaq.