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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): June 25, 2025
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 No.) |
|
(IRS
Employer
Identification
No.) |
205
W. 37th Street
New
York, NY 10018 |
| (Address
of principal executive offices and Zip Code) |
Registrant’s
telephone number, including area code: (203) 998-5540
Not
applicable
(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:
| ☒ |
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
1.01 Entry Into a Material Definitive Agreement
Amendment
to Business Combination Agreement
On
June 25, 2025, AlphaVest Acquisition Corp, a Cayman Islands exempted company (“SPAC”) entered into an
Amendment (the “Amendment”) to that certain Business Combination Agreement
dated August 16, 2024 (the “Business Combination Agreement”), by and among SPAC, AV Merger Sub, a Washington
corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), and AMC Corporation, a Washington corporation
(the “Company”), pursuant to which, among other things, the parties agreed to (i) increase the Enterprise Value
from $175,000,000 to $180,000,000 and (ii) extend the Termination Date of the Business Combination Agreement to December 31, 2025.
All
terms used in this Item 1.01 and not defined herein shall have the meanings set forth in the Business Combination Agreement. The foregoing
summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which
is filed as Exhibit 2.1 and is incorporated by reference herein.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination between SPAC and the Company, SPAC filed a registration statement on Form S-4 (as may
be amended from time to time, the “Registration Statement”) that includes a preliminary proxy statement/prospectus
of SPAC, and after the Registration Statement is declared effective, SPAC will mail a definitive proxy statement/prospectus relating
to the Business Combination to its shareholders. 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 SPAC’s shareholders 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. SPAC and the Company may also file
other documents with the SEC regarding the Business Combination. SPAC shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed
in connection with the Business Combination, when available, as these materials will contain important information about SPAC, the Company
and the Business Combination.
When
available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to SPAC
shareholders as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing
a request to SPAC at 205 W. 37th Street
New
York, NY 10018, Attention: Yong (David) Yan, Principal Executive Officer, (203) 998-5540.
Participants
in the Solicitation / No Offer or Solicitation
The
Company and SPAC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from SPAC shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of SPAC
and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain
free copies of these documents as described in the preceding paragraph.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of any 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 other jurisdiction.
Forward-Looking
Statements
This
communication 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 SPAC’s and 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, including whether the Business Combination will generate returns for shareholders. These forward-looking
statements are based on SPAC’s or 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 SPAC’s or the Company’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 SPAC, the Company, 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 shareholders of SPAC, 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 meet 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 the Company 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 the Company 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 SPAC to restate its historical financial statements and cause unforeseen delays in
the timing of the Business Combination and negatively impact the trading price of SPAC’s securities and the attractiveness of the
Business Combination to investors; (j) the possibility that SPAC and the Company may be adversely affected by other economic, business,
and/or competitive factors; (k) the Company’s ability to execute its business plans and strategies; (l) the Company’s estimates
of expenses and profitability; (m) the risk that the transaction may not be completed by SPAC’s business combination deadline and
the potential failure to obtain extensions of the business deadline if sought by SPAC; (n) other risks and uncertainties indicated from
time to time in the final prospectus of SPAC 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 SPAC. 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.
SPAC
and the Company 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 SPAC nor the Company gives any assurance that either SPAC
or the Company will achieve its expectations.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is attached to this Current Report on Form 8-K:
| Exhibit
No. |
|
Exhibit
Title or Description |
| 2.1 |
|
Amendment to Business Combination Agreement, dated as of June 25, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| |
|
|
| Dated:
July 01, 2025 |
By: |
/s/
Yong (David) Yan |
| |
Name: |
Yong
(David) Yan |
| |
Title: |
Principal
Executive Officer |
