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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): April 7, 2026
AMC
ROBOTICS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41574 |
|
41-3041844 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12
East 49th Street, Suite 1805
New
York, New York 10017
(Address
of Principal Executive Offices) (Zip Code)
(734)
709-5127
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| |
☐ |
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 |
| Common
Stock, par value $0.0001 per share |
|
AMCI |
|
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
1.01 Entry into a Material Definitive Agreement
On
April 7, 2026 and May 19, 2026, AMC Robotics Corporation (the “Company”) entered into two Simple Agreements for Future Equity
(each, a “SAFE” and collectively, the “SAFEs”) with Etronium AI Inc., a North Carolina corporation (“Etronium”),
pursuant to which the Company invested an aggregate of $1,000,000 in Etronium, consisting of a $500,000 investment under each SAFE.
Each
SAFE provides the Company with the right to receive certain shares of Etronium’s capital stock upon the occurrence of certain future
events, including an equity financing, liquidity event or dissolution event, subject to the terms and conditions set forth therein. Each
SAFE has a specific post-money
valuation cap.
Upon
the closing of an equity financing by Etronium prior to the termination of the applicable SAFE, such SAFE will automatically convert
into the greater of: (i) the number of shares of Etronium’s standard preferred stock equal to the applicable purchase amount divided
by the lowest price per share of the standard preferred stock issued in such equity financing; or (ii) the number of shares of Etronium’s
SAFE preferred stock equal to the applicable purchase amount divided by the SAFE price, in each case as more fully described in the applicable
SAFE.
Upon
a liquidity event prior to the termination of the applicable SAFE, the Company will be entitled to receive, subject to the liquidation
priority set forth in the applicable SAFE, a portion of the proceeds equal to the greater of: (i) the applicable purchase amount; or
(ii) the amount payable on the number of shares of Etronium common stock equal to the applicable purchase amount divided by the liquidity
price, in each case as more fully described in the applicable SAFE. Upon a dissolution event prior to the termination of the applicable
SAFE, the Company will be entitled to receive, subject to the liquidation priority set forth in the applicable SAFE, a portion of the
proceeds equal to the applicable purchase amount.
The
foregoing description of the SAFEs does not purport to be complete and is qualified in its entirety by reference to the full text of
the SAFEs, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
June 4, 2026, the Company issued a press release announcing the investment. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Simple Agreement for Future Equity by and between Etronium AI Inc. and AMC Robotics Corporation. |
| 99.1 |
|
Press release. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
| Dated:
June 4, 2026 |
AMC ROBOTICS CORPORATION. |
| |
|
|
| |
By: |
/s/
Min Ma |
| |
Name: |
Min Ma |
| |
Title:
|
VP, Finance |
Exhibit 99.1
AMC
Robotics Makes Strategic Investment in Etronium AI, an Agentic Edge AI Company Founded by Duke University Professors
Investment
strengthens AMC Robotics’ focus on agentic AI systems for robotics and real-world hardware integration
NEW
YORK – June 4, 2026 – AMC Robotics Corporation (Nasdaq: AMCI) (“AMC Robotics” or the “Company”),
an AI-driven robotics solutions provider, today announced that it has entered into two Simple Agreements for Future Equity (each, a “SAFE”
and collectively, the “SAFEs”) with Etronium AI Inc. (“Etronium AI”), a North Carolina-based technology company
developing agentic AI frameworks for hardware-in-the-loop (HIL) workflows. The Company invested in Etronium AI through two separate investments
made on April 7, 2026 and May 19, 2026.
“Etronium
AI is building a platform that allows AI systems to write, deploy, and test code directly on physical hardware, helping bridge the gap
between simulation and real-world robotics,” said Sean Da, Chairman and Chief Executive Officer of AMC Robotics. “By validating
AI performance against live hardware rather than simulation alone, their technology directly attacks one of the most time-consuming and
costly stages of robotics development. We expect this capability to meaningfully accelerate our own product roadmap—shortening
development cycles and improving the reliability of platforms such as Kyro™ and NovaArm™. As robotics and edge AI move toward
real-world deployment at scale, the ability to build and validate intelligent systems faster and more efficiently is becoming a decisive
competitive advantage. This investment gives AMC Robotics early, strategic access to a foundational capability that strengthens our products
and sharpens our position across industrial, security, and commercial markets.
Strategic
Rationale
Etronium
AI is addressing a core challenge in AI deployment: enabling AI systems to reliably interact with physical hardware in a testable and
iterative environment. As AI extends beyond cloud environments into robotics, embedded systems, and edge computing, hardware-aware intelligence
is becoming a key differentiator in building autonomous systems.
Etronium
AI’s proprietary agentic platform leverages large language models (LLMs) to enable AI agents to interact directly with physical
devices. The platform supports firmware development, hardware knowledge management, device monitoring, and hardware-in-the-loop testing
across diverse microcontrollers, operating systems, and connectivity protocols. By combining AI-driven automation with live hardware
feedback, Etronium AI is designed to streamline the development, validation, and deployment of intelligent systems in real-world environments.
The
platform delivers measurable efficiency gains, including a 30-50% reduction in time-to-prototype, 40-60% reduction in integration effort,
and 30-50% fewer debug and diagnosis iterations. These efficiencies align with AMC Robotics’ development roadmap for its Kyro™
quadruped robotic platform and NovaArm™ warehouse logistics robot.
This
investment supports AMC Robotics’ broader strategy to build an ecosystem of enabling technologies that accelerate robotics development,
reduce time-to-market, and improve system intelligence across industrial, security, and commercial applications.
Investment
Terms
Each
SAFE entitles AMC Robotics to receive equity in Etronium AI upon the occurrence of certain future qualifying events, including a bona
fide equity financing, liquidity event, or dissolution event, subject to the terms and conditions of the respective agreements.
Copies
of the SAFEs are filed as exhibits to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(“SEC”) on June 4, 2026.
About
Etronium AI Inc.
Etronium
AI Inc. is a North Carolina-based AI technology company developing agentic AI frameworks optimized for hardware-in-the-loop workflows.
The Company was co-founded by Duke University electrical and computer engineering professors Hai “Helen” Li, Ph.D., and Tingjun
Chen, Ph.D. Etronium AI’s platform enables AI agents to collaborate directly with physical devices, compiling and flashing firmware,
building hardware skill libraries, monitoring real-world system behavior, and adapting in real time. Etronium AI’s technology targets
applications across industrial automation, robotics, AIoT and edge systems, smart infrastructure, wearable health devices, and developer
education. For more information, visit www.etronium.ai.
About
AMC Robotics Corporation
AMC
Robotics (NASDAQ:AMCI) is an AI-driven robotics company focused on developing intelligent, scalable hardware and software solutions.
The Company’s quadruped robotic platform, Kyro™, enables industries to automate inspection, security, and operational tasks
through autonomous mobility and AI-powered perception.
For
more information, please visit www.amcx.ai.
Investors
and Media Contact
Susan
Xu
Alliance Advisors IR
E: AMCRoboticsIR@allianceadvisors.com
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 the Company’s possible or assumed future results
of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, and the
effects of regulation. These forward-looking statements are based on the Company’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 the Company’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) challenges in opening operations in new jurisdictions, including but
not limited to compliance with local ordinances, obtaining any necessary permits and regulatory oversight; (b) the ability to recognize
the anticipated benefits of the new operations; (c) the outcome of any legal proceedings that may be instituted against the Company;
(d) the ability to continue to meet the applicable stock exchange listing standards; (e) the effect of the Company’s completed
business combination with AlphaVest Acquisition Corp (“AlphaVest”) on the Company’s business relationships, performance,
and business generally and the risk that such transaction further disrupts current plans and operations of the Company or its subsidiaries;
(f) the ability to recognize the anticipated benefits of the transaction with AlphaVest, which may be affected by, among other things,
competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (g) changes in applicable laws or regulations, including legal or regulatory developments (including,
without limitation, accounting considerations); (h) the possibility that AMC Robotics may be adversely affected by other economic, business,
and/or competitive factors; (i) AMC Robotics’ estimates of expenses and profitability; and (j) other risks and uncertainties indicated
under “Risk Factors” contained in AMC Robotics’ Annual Report on Form 10-K for the year ended December 31, 2025 and
other documents filed or to be filed with the SEC by AMC Robotics. 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.
The
Company assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.
