Correspondence 0001493152-25-005713 from AMC Robotics Corp (AMCI)
AMC Robotics Corp
Date: Feb. 10, 2025 · CIK: 0001937891 · Accession: 0001493152-25-005713
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283183
Letter
Re: AlphaVest Acquisition Corp
February 10, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
F Street, NE
Washington, DC 20549
Registration Statement on Form S-4
Filed November 12, 2024
File No. 333-283183
Ladies and Gentlemen:
On behalf of our client, AlphaVest Acquisition Corp (“ATMV”), and AMC Corporation (“AMC”), represented by Graubard Miller, we are writing to submit responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated December 11, 2024, relating to ATMV’s Registration Statement on Form S-4 (the “Registration Statement”) filed November 12, 2024.
ATMV is filing via EDGAR Amendment No. 1 to the Registration Statement, which reflects responses to the comments received by the Staff and certain updated information.
We have set forth below the comments in the Staff’s letter, in bold, and the responses thereto.
Registration Statement on Form S-4
Cover Page
1. We note that AMC’s Chairman, Sean Da, will be Surviving PubCo’s controlling stockholder. Please revise to state, if true, that the controlling stockholder will have the ability to determine all matters requiring approval by stockholders, including the election of directors, amendments of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. Please make conforming revisions wherever you discuss Surviving PubCo’s controlling stockholder.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page and throughout the Registration Statement has been revised to address the Staff’s comment.
2. Please revise the prospectus cover page to disclose that the SPAC Board obtained an opinion from Newbridge Securities Corporation. Refer to Item 1604(a)(1) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s comment.
3. We note the Letter to Shareholders of AlphaVest Acquisition Corp includes certain duplicative prospectus cover page legends and the date of prospectus on page viii prior to the signature of Yong (David) Yan. Please advise whether you intended the Letter to Shareholders to be part of the prospectus cover page. Alternatively, remove the duplicative legends and move the date of prospectus to the prospectus cover page. Refer to Item 501 of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that we have revised the Letter to Shareholders to remove the duplicative legends and moved the date of the prospectus to the prospectus cover page.
Listing of Securities, page ii
4. We note that ATMV units, ordinary shares and rights are currently listed on the Nasdaq Global Market “under the symbols ‘ATMVU,’ ‘ATMV’ and ‘ATMVR’” and that the “SPAC will apply for listing, to be effective at the time of the Business Combination, of the Surviving PubCo Common Stock on the Nasdaq.” Please revise here and elsewhere as appropriate to clarify that all outstanding ATMV securities currently trading on Nasdaq will cease separate existence and trading upon the consummation of the Business Combination. Please also revise the prospectus cover page to disclose the market price of each of ATMV’s securities as of the latest practicable date. Refer to Item 501(b)(3) of Regulation S-K and Instruction 2 thereto.
Response: We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s comment.
Compensation Received by the Sponsor, page iii
5. Please revise to include a cross-reference to the related compensation disclosure in the prospectus summary on page 37. Refer to Item 1604(a)(3) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s comment.
6. We note your disclosure that the “Sponsor and certain members of SPAC’s management have interests in the Business Combination that are different from, or in addition to, those of other SPAC Public Shareholders generally.” We also note the cross-reference to the related conflicts of interest disclosures in the proxy statement/prospectus. Please note that Item 1604(a)(4) of Regulation S-K also applies to actual or potential material conflicts of interest related to the target company officers and directors. To the extent applicable, please revise the accompanying disclosure and cross-references.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages iii, 23-25, 35-37 and 96-97, as well as the cross-references, has been revised to address the Staff’s comment.
Questions and Answers about the Business Combination and the Extraordinary General Meeting, page 13
7. Please add a question and answer regarding the status of the $8 million PIPE financing contemplated by the Business Combination Agreement. Discuss the expected use of proceeds and whether the financing is a condition to closing. To the extent known, disclose if the SPAC Sponsor or its directors, officers or affiliates are expected to participate in the PIPE financing.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 17 has been revised to address the Staff’s comment.
8. Please enhance your discussion of the material effects of the de-SPAC transaction and any related financing transactions pursuant to Item 1605(c) of Regulation S-K by adding or supplementing a question and answer to disclose the anticipated liquidity position of the combined company following the Business Combination including the amount of cash it expects to have following potential shareholder redemptions and the payment of expenses related to the de-SPAC transaction.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 17 has been revised to address the Staff’s comment.
What equity stake will current SPAC Shareholders and the AMC Members hold in the Surviving PubCo, page 18
9. We note that the question header notes “possible sources” of dilution but does not discuss or detail any additional possible sources of dilution such as the new equity incentive plan, the $8 million in new financing or shares which could be issued upon the conversion of any outstanding working capital loans or promissory notes. Please include an additional table which details the equity stake of the various shareholder contingency groups factoring in all possible sources of dilution.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 18-19 have been revised to address the Staff’s comment.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination, page 19
10. Please revise to quantify how the funds in the Trust Account will be used upon completion of the Business Combination. Consider adding a chart or some other presentation so public stockholders can clearly understand how the funds held in the Trust Account are being used in connection with this Business Combination.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 20 has been revised to address the Staff’s comment.
What interests do the current Sponsor, officer and directors of SPAC have in the Business Combination, page 22
11. Please revise the first bullet to quantify whether or not there are any out-of-pocket expenses due to be reimbursed.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 23 has been revised to address the Staff’s comment.
12. Please expand your disclosure here or, alternatively, add a new question and answer, to describe any actual or potential material conflict of interest between the target company’s officers or directors and unaffiliated security holders of ATMV. Refer to Item 1603(b)of Regulation S-K. Make conforming revisions where such disclosure appears elsewhere, including on the cover page per Item 1604(a)(4) of Regulation S-K and the conflicts disclosure starting on page 34 per Item 1604(b)(3) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosures on pages 23 and 25 have been revised to address the Staff’s comment.
Summary of Proxy Statement/Prospectus, page 27
13. Please revise to state whether you obtained any report, opinion, or appraisal referred to in Item 1607(a) of Regulation S-K. In this regard, we note that ATMV obtained a fairness opinion from Newbridge Securities Corporation. Refer to Item 1604(b)(2) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 35 has been revised to address the Staff’s comment.
14. Please revise to disclose the material terms of any material financing transactions that have occurred or will occur in connection with the consummation of the de-SPAC transaction, the anticipated use of proceeds from these financing transactions and the dilutive impact, if any, of these financing transactions on non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 35 has been revised to address the Staff’s comment.
The Parties to the Business Combination
AMC Corporation, page 27
15. With a view to providing more balanced disclosure, please disclose i) AMC’s revenue for the most recently completed fiscal year, ii) AMC’s net income/loss for the most recently completed fiscal year and (iii) AMC’s auditor’s going concern opinion. Please also revise the Summary Risk Factors and Risk Factors sections to address AMC’s history of net losses and going concern opinion.
Response: We have revised the disclosure on pages 28, 42 and 60 of the Registration Statement as requested.
Compensation Received by the Sponsor, page 37
16. Please include, in tabular format, the amount of securities issued or to be issued by the SPAC to the SPAC Sponsor, its affiliates, and promoters and the price paid or to be paid for such securities in connection with the de-SPAC transaction or any related financing transaction. Refer to Items 1603(a)(6) and 1604(b)(4) of Regulation S-K. In this regard, the table should detail all historical securities issuances (i.e. founders shares, private placement units, and promissory notes) and securities to be issued in this de-SPAC transaction. Please also revise the table to disclose the terms and amounts of all compensation that has been or will be awarded to, earned by, or paid to the SPAC Sponsor’s affiliates and any promoters, as well as for all services rendered or to be rendered in all capacities to the special purpose acquisition company and its affiliates. In this regard, we note your cover page disclosure that the SPAC Sponsor has agreed to pay a monthly fee of $10,000 for “office space, secretarial and administrative services” to TenX Global Capital LP, a limited partner of the SPAC Sponsor. Refer to Items 1603(a)(6) and 1604(b)(4) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 99 has been revised to address the Staff’s comment.
Redemption Rights, page 38
17. Please revise here to discuss the potential dilutive impact of redemptions on non- redeeming shareholders. Refer to Item 1604(b)(6) of Regulation S-K.
Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 39 and 78 have been revised to address the Staff’s comment.
Risk Factors, page 43
18. Please add a risk factor to discuss Surviving PubCo’s ability to comply with Nasdaq listing rules and disclose that pursuant to recent Nasdaq listing rule amendments effective October 7, 2024, Sur
Show Raw Text
CORRESP
1
filename1.htm
February
10, 2025
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Finance
100
F Street, NE
Washington,
DC 20549
Re:
AlphaVest
Acquisition Corp
Registration
Statement on Form S-4
Filed
November 12, 2024
File
No. 333-283183
Ladies
and Gentlemen:
On
behalf of our client, AlphaVest Acquisition Corp (“ATMV”), and AMC Corporation (“AMC”),
represented by Graubard Miller, we are writing to submit responses to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth
in its letter, dated December 11, 2024, relating to ATMV’s Registration Statement on Form S-4 (the “Registration Statement”)
filed November 12, 2024.
ATMV
is filing via EDGAR Amendment No. 1 to the Registration Statement, which reflects responses to the comments received
by the Staff and certain updated information.
We
have set forth below the comments in the Staff’s letter, in bold, and the responses thereto.
Registration
Statement on Form S-4
Cover
Page
1. We
note that AMC’s Chairman, Sean Da, will be Surviving PubCo’s controlling stockholder.
Please revise to state, if true, that the controlling stockholder will have the ability to
determine all matters requiring approval by stockholders, including the election of directors,
amendments of organizational documents, and approval of major corporate transactions, such
as a change in control, merger, consolidation, or sale of assets. Please make conforming
revisions wherever you discuss Surviving PubCo’s controlling stockholder.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page and throughout the
Registration Statement has been revised to address the Staff’s comment.
2. Please
revise the prospectus cover page to disclose that the SPAC Board obtained an opinion from
Newbridge Securities Corporation. Refer to Item 1604(a)(1) of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s comment.
3. We
note the Letter to Shareholders of AlphaVest Acquisition Corp includes certain duplicative
prospectus cover page legends and the date of prospectus on page viii prior to the signature
of Yong (David) Yan. Please advise whether you intended the Letter to Shareholders to be
part of the prospectus cover page. Alternatively, remove the duplicative legends and move
the date of prospectus to the prospectus cover page. Refer to Item 501 of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that we have revised the Letter to Shareholders to remove the duplicative
legends and moved the date of the prospectus to the prospectus cover page.
Listing
of Securities, page ii
4. We
note that ATMV units, ordinary shares and rights are currently listed on the Nasdaq Global
Market “under the symbols ‘ATMVU,’ ‘ATMV’ and ‘ATMVR’”
and that the “SPAC will apply for listing, to be effective at the time of the Business
Combination, of the Surviving PubCo Common Stock on the Nasdaq.” Please revise here
and elsewhere as appropriate to clarify that all outstanding ATMV securities currently trading
on Nasdaq will cease separate existence and trading upon the consummation of the Business
Combination. Please also revise the prospectus cover page to disclose the market price of
each of ATMV’s securities as of the latest practicable date. Refer to Item 501(b)(3)
of Regulation S-K and Instruction 2 thereto.
Response:
We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s
comment.
Compensation
Received by the Sponsor, page iii
5. Please
revise to include a cross-reference to the related compensation disclosure in the prospectus
summary on page 37. Refer to Item 1604(a)(3) of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the cover page has been revised to address the Staff’s
comment.
6. We
note your disclosure that the “Sponsor and certain members of SPAC’s management
have interests in the Business Combination that are different from, or in addition to, those
of other SPAC Public Shareholders generally.” We also note the cross-reference to the
related conflicts of interest disclosures in the proxy statement/prospectus. Please note
that Item 1604(a)(4) of Regulation S-K also applies to actual or potential material conflicts
of interest related to the target company officers and directors. To the extent applicable,
please revise the accompanying disclosure and cross-references.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages iii, 23-25, 35-37 and
96-97, as well as the cross-references, has been revised to address the Staff’s comment.
Questions
and Answers about the Business Combination and the Extraordinary General Meeting, page 13
7. Please
add a question and answer regarding the status of the $8 million PIPE financing contemplated
by the Business Combination Agreement. Discuss the expected use of proceeds and whether the
financing is a condition to closing. To the extent known, disclose if the SPAC Sponsor or
its directors, officers or affiliates are expected to participate in the PIPE financing.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 17 has been revised to address
the Staff’s comment.
8. Please
enhance your discussion of the material effects of the de-SPAC transaction and any related
financing transactions pursuant to Item 1605(c) of Regulation S-K by adding or supplementing
a question and answer to disclose the anticipated liquidity position of the combined company
following the Business Combination including the amount of cash it expects to have following
potential shareholder redemptions and the payment of expenses related to the de-SPAC transaction.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 17 has been revised to address
the Staff’s comment.
What
equity stake will current SPAC Shareholders and the AMC Members hold in the Surviving PubCo, page 18
9. We
note that the question header notes “possible sources” of dilution but does not
discuss or detail any additional possible sources of dilution such as the new equity incentive
plan, the $8 million in new financing or shares which could be issued upon the conversion
of any outstanding working capital loans or promissory notes. Please include an additional
table which details the equity stake of the various shareholder contingency groups factoring
in all possible sources of dilution.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 18-19 have been revised
to address the Staff’s comment.
What
happens to the funds deposited in the Trust Account after consummation of the Business Combination, page 19
10. Please
revise to quantify how the funds in the Trust Account will be used upon completion of the
Business Combination. Consider adding a chart or some other presentation so public stockholders
can clearly understand how the funds held in the Trust Account are being used in connection
with this Business Combination.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 20 has been revised to address
the Staff’s comment.
What
interests do the current Sponsor, officer and directors of SPAC have in the Business Combination, page 22
11. Please
revise the first bullet to quantify whether or not there are any out-of-pocket expenses due
to be reimbursed.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 23 has been revised to address
the Staff’s comment.
12. Please
expand your disclosure here or, alternatively, add a new question and answer, to describe
any actual or potential material conflict of interest between the target company’s
officers or directors and unaffiliated security holders of ATMV. Refer to Item 1603(b)of
Regulation S-K. Make conforming revisions where such disclosure appears elsewhere, including
on the cover page per Item 1604(a)(4) of Regulation S-K and the conflicts disclosure starting
on page 34 per Item 1604(b)(3) of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosures on pages 23 and 25 have been revised to
address the Staff’s comment.
Summary
of Proxy Statement/Prospectus, page 27
13. Please
revise to state whether you obtained any report, opinion, or appraisal referred to in Item
1607(a) of Regulation S-K. In this regard, we note that ATMV obtained a fairness opinion
from Newbridge Securities Corporation. Refer to Item 1604(b)(2) of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 35 has been revised to address
the Staff’s comment.
14. Please
revise to disclose the material terms of any material financing transactions that have occurred
or will occur in connection with the consummation of the de-SPAC transaction, the anticipated
use of proceeds from these financing transactions and the dilutive impact, if any, of these
financing transactions on non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation
S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 35 has been revised to address
the Staff’s comment.
The
Parties to the Business Combination
AMC
Corporation, page 27
15. With
a view to providing more balanced disclosure, please disclose i) AMC’s revenue for
the most recently completed fiscal year, ii) AMC’s net income/loss for the most recently
completed fiscal year and (iii) AMC’s auditor’s going concern opinion. Please
also revise the Summary Risk Factors and Risk Factors sections to address AMC’s history
of net losses and going concern opinion.
Response:
We have revised the disclosure on pages 28, 42 and 60 of the Registration Statement as requested.
Compensation
Received by the Sponsor, page 37
16. Please
include, in tabular format, the amount of securities issued or to be issued by the SPAC to
the SPAC Sponsor, its affiliates, and promoters and the price paid or to be paid for such
securities in connection with the de-SPAC transaction or any related financing transaction.
Refer to Items 1603(a)(6) and 1604(b)(4) of Regulation S-K. In this regard, the table should
detail all historical securities issuances (i.e. founders shares, private placement units,
and promissory notes) and securities to be issued in this de-SPAC transaction. Please also
revise the table to disclose the terms and amounts of all compensation that has been or will
be awarded to, earned by, or paid to the SPAC Sponsor’s affiliates and any promoters,
as well as for all services rendered or to be rendered in all capacities to the special purpose
acquisition company and its affiliates. In this regard, we note your cover page disclosure
that the SPAC Sponsor has agreed to pay a monthly fee of $10,000 for “office space,
secretarial and administrative services” to TenX Global Capital LP, a limited partner
of the SPAC Sponsor. Refer to Items 1603(a)(6) and 1604(b)(4) of Regulation S-K.
Response: We
acknowledge the Staff’s comment and advise the Staff that the disclosure on page 99 has been revised to address the
Staff’s comment.
Redemption
Rights, page 38
17. Please
revise here to discuss the potential dilutive impact of redemptions on non- redeeming shareholders.
Refer to Item 1604(b)(6) of Regulation S-K.
Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 39 and 78 have been revised
to address the Staff’s comment.
Risk
Factors, page 43
18. Please
add a risk factor to discuss Surviving PubCo’s ability to comply with Nasdaq listing
rules and disclose that pursuant to recent Nasdaq listing rule amendments effective October
7, 2024, Sur