UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 5, 2025, AlphaVest Acquisition Corp, a Cayman Islands exempted company (“SPAC”) held an extraordinary general meeting of shareholders (the “Meeting”), at which holders of 3,096,182 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), were present in person or by proxy, representing approximately 80.31% of the voting power of the 3,854,856 issued and outstanding Ordinary Shares entitled to vote at the Meeting as of the close of business on July 22, 2025, which was the record date for the Meeting.
At the Meeting, SPAC shareholders approved a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, dated as of August 16, 2024 and amended on June 25, 2025 (as amended, the “Business Combination Agreement”), by and among, the SPAC (after the Domestication (as defined below), “Surviving PubCo”), AV Merger Sub Inc, a Washington corporation (“Merger Sub”), and AMC Corporation, a Washington Corporation (“AMC”), and the transactions contemplated thereby. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, immediately following the Domestication of the SPAC to the State of Delaware, the SPAC will acquire all of the equity interests of the AMC, by way of its wholly-owned subsidiary, Merger Sub, merging with and into AMC (the “Merger”), with AMC surviving the Merger as a wholly-owned subsidiary of Surviving PubCo and the stockholders of AMC becoming stockholders of Surviving PubCo (the “Business Combination Proposal”).
The following is a tabulation of the votes with respect to the Business Combination Proposal, which was approved by SPAC’s shareholders:
Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to approve by special resolution that the SPAC be transferred by way of continuation from the Cayman Islands to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”) and Section 388 of the General Corporation Law of the State of Delaware and de-registered as a Cayman Islands exempted company in accordance with section 206 of the Cayman Companies Act and, immediately upon being deregistered in the Cayman Islands, the SPAC be continued and domesticated as a corporation under the laws of the State of Delaware (the “Domestication”) and, conditional upon, and with effect from, the registration of the SPAC as a corporation in the State of Delaware, the name of the SPAC be changed from “AlphaVest Acquisition Corp” to “AMC Robotics Corporation.” The Domestication will be effected immediately prior to, and on the same date as, the consummation of the Business Combination by the SPAC filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, all outstanding securities of the SPAC will convert to outstanding securities of Surviving PubCo (the “Domestication Proposal”).
The following is a tabulation of the votes with respect to the Domestication Proposal, which was approved by SPAC’s shareholders:
Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to consider and vote to approve by ordinary resolution, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of common stock, par value $0.00001 per share, of Surviving PubCo in connection with the Business Combination (including related financing) (the “Nasdaq Proposal”).
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The following is a tabulation of the votes with respect to the Nasdaq Proposal, which was approved by SPAC’s shareholders:
Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to approve by special resolution, the Surviving PubCo Certificate of Incorporation and the Surviving PubCo Bylaws, which, if approved, would take effect substantially concurrently with the time the Merger becomes effective (the “Governing Documents Proposal”).
The following is a tabulation of the votes with respect to the Governing Documents Proposal, which was approved by SPAC’s shareholders:
Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
3,089,741 | 6,441 | 0 |
At the Meeting, SPAC shareholders also approved a proposal to consider and vote upon a proposal to approve by ordinary resolution the Equity Incentive Plan (the “Equity Incentive Plan Proposal”).
The following is a tabulation of the votes with respect to the Equity Incentive Plan Proposal, which was approved by SPAC’s shareholders:
Ordinary Share Votes For | Ordinary Share Votes Against | Ordinary Share Abstentions | ||
3,088,741 | 7,441 | 0 |
Item 7.01 Regulation FD Disclosure.
On September 9, 2025, SPAC issued a press release (the “Press Release”) disclosing the Meeting results and the execution of definitive agreements for $8 million in PIPE financing. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities 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 SPAC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Redemptions
In connection with the Meeting, SPAC shareholders holding an aggregate of 1,527,771 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18,272,141.16 (approximately $11.96 per share) will be removed from the Trust Account to pay such SPAC shareholders, subject to further redemption reversal requests (if any) received and approved by SPAC prior to the closing.
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 | |
99.1 | Press Release dated September 9, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 10, 2025 | By: | /s/ Yong (David) Yan |
Name: | Yong (David) Yan | |
Title: | Principal Executive Officer |
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