CORRESP Filing
AMC Robotics Corp
Date: June 27, 2025 · CIK: 0001937891 · Accession: 0001641172-25-016804
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283183
Letter
Re: AlphaVest Acquisition Corp
June 26, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
F Street, NE
Washington, DC 20549
Registration Statement on Form S-4
Filed May 12, 2025
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 May 13, 2025, relating to ATMV's Registration Statement on Form S-4 (the "Registration Statement") filed May 12, 2025.
ATMV is filing via EDGAR Amendment No. 5 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.
Amendment No. 4 to Registration Statement on Form S-4
Summary of the Proxy Statement
Dilution, page 34
1. Please revise the second to last line item in the table to clarify that it represents net tangible book value per share as adjusted. Additionally, we note on page 17 that $8 million of financing is required in connection with the business combination; however, we note on page 57 that there is no minimum cash condition to complete the business combination. Please clarify if there is a required minimum cash condition, and if not, tell us why you believe it is appropriate to adjust net tangible book value per share for the $8 million financing given that there are currently no commitments for such financing. Lastly, please revise to disclose the company valuation at or above which the potential dilution results in the amount of the non-redeeming shareholders' interest per share being at least the initial public offering price per share of common stock as required by Item 1604(c)(1) of Regulation S-K.
Response : We have revised pages 19, 34, and 83 of the Registration Statement to address the Staff's comment. Additionally, we wish to advise the Staff that there is no minimum cash condition with respect to the transaction. However, the parties have been in the process of negotiating definitive agreements for the proposed $8 million financing and expect to have such agreements finalized and executed prior to having the Registration Statement declared effective. Accordingly, we respectfully believe that including the financing in the calculation of net tangible book value at this time is appropriate. If the parties are unable to enter into definitive agreements for the financing and the parties otherwise wish to proceed to having the Registration Statement declared effective, we would revise the disclosure to remove the financing from the calculations at that time.
Corporate Information, page 143
2. We note your revised disclosure in response to prior comment 7 and reissue it in part. In this regard, we note your disclosure here and on page 141 that AMC is regarded as the primary beneficiary of the VIEs. Please revise to clarify here, on page 141 and elsewhere as appropriate, that AMC is the primary beneficiary of the VIEs for accounting purposes.
Response : We have revised pages iii, 63 and 142 of the Registration Statement to address the Staff's comment.
Note 15: Segment Reporting, page F-45
3. Please disclose the information provided in your response to prior comment 8. See ASC 280-10-50-29(f).
Response : We have revised pages F-62 and F-94 of the Registration Statement to address the Staff's comment
4. Please disclose the information provided in your response to prior comment 9. See ASC 280-10-50-26B.
Response : We have revised pages F-62 and F-94 of the Registration Statement to address the Staff's comment
* * * * * * *
If you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/
Michael J. Blankenship
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CORRESP
1
filename1.htm
June
26, 2025
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
100
F Street, NE
Washington,
DC 20549
Re:
AlphaVest
Acquisition Corp
Registration
Statement on Form S-4
Filed
May 12, 2025
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 May 13, 2025, relating to ATMV's Registration Statement on Form S-4 (the "Registration Statement") filed
May 12, 2025.
ATMV
is filing via EDGAR Amendment No. 5 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.
Amendment
No. 4 to Registration Statement on Form S-4
Summary
of the Proxy Statement
Dilution,
page 34
1.
Please
revise the second to last line item in the table to clarify that it represents net tangible book value per share as adjusted. Additionally,
we note on page 17 that $8 million of financing is required in connection with the business combination; however, we note on page
57 that there is no minimum cash condition to complete the business combination. Please clarify if there is a required minimum cash
condition, and if not, tell us why you believe it is appropriate to adjust net tangible book value per share for the $8 million
financing given that there are currently no commitments for such financing. Lastly, please revise to disclose the company valuation
at or above which the potential dilution results in the amount of the non-redeeming shareholders' interest per share being
at least the initial public offering price per share of common stock as required by Item 1604(c)(1) of Regulation S-K.
Response : We
have revised pages 19, 34, and 83 of the Registration Statement to address the Staff's comment. Additionally, we
wish to advise the Staff that there is no minimum cash condition with respect to the transaction. However, the parties have been in the process of negotiating definitive
agreements for the proposed $8 million financing and expect to have such agreements finalized and executed prior to having the Registration
Statement declared effective. Accordingly, we respectfully believe that including the financing in the calculation of net tangible book
value at this time is appropriate. If the parties are unable to enter into definitive agreements for the financing and the parties otherwise
wish to proceed to having the Registration Statement declared effective, we would revise the disclosure to remove the financing from the
calculations at that time.
Corporate
Information, page 143
2.
We
note your revised disclosure in response to prior comment 7 and reissue it in part. In this regard, we note your disclosure here
and on page 141 that AMC is regarded as the primary beneficiary of the VIEs. Please revise to clarify here, on page 141 and
elsewhere as appropriate, that AMC is the primary beneficiary of the VIEs for accounting purposes.
Response :
We have revised pages iii, 63 and 142 of the Registration Statement to address the Staff's comment.
Note
15: Segment Reporting, page F-45
3.
Please
disclose the information provided in your response to prior comment 8. See ASC 280-10-50-29(f).
Response :
We have revised pages F-62 and F-94 of the Registration Statement to address the Staff's comment
4.
Please
disclose the information provided in your response to prior comment 9. See ASC 280-10-50-26B.
Response :
We have revised pages F-62 and F-94 of the Registration Statement to address the Staff's comment
*
* * * * * *
If
you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this
matter.
Sincerely,
/s/
Michael J. Blankenship
Michael
J. Blankenship