SecProbe.io

December 11, 2024
David Yan
Chief Executive Officer
AlphaVest Acquisition Corp.
205 W. 37th Street
New York, NY 10018
Min Ma
Vice President of Finance
AMC Corporation
4794 231st Place S.E.
Sammamish, WA 98075
Re:AlphaVest Acquisition Corp.
Registration Statement on Form S-4
Filed November 12, 2024
File No. 333-283183
Dear David Yan and Min Ma:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
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
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December 11, 2024
Page 2
assets. Please make conforming revisions wherever you discuss Surviving
PubCo's controlling stockholder.
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.
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.
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.
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.
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.
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.
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 8.

December 11, 2024
Page 3
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.
Q: 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.
Q: 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.
Q: 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.
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.
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.
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.

December 11, 2024
Page 4
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.
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.
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.
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, Surviving PubCo must comply with listing standards
immediately upon consummation of the Business Combination or face suspension or
delisting, with no grace period to "cure" the deficiencies.
Risks Related to SPAC
If SPAC has not consummated an initial business combination by December 22, 2024 . . .,
page 45
We note your disclosure that "[i]f SPAC is unable to complete an initial business
combination by December 22, 2025 and seeks to extend beyond such 36-month
period, such extension would violate Nasdaq IM-5101-2, and there is a risk that
trading in SPAC’s securities may be suspended, and SPAC may be subject to delisting
by Nasdaq." Additionally, we note that Nasdaq Rule 5815 was amended effective
October 7, 2024 to provide for the immediate suspension and delisting upon issuance
of a delisting determination letter for failure to meet the requirement in Nasdaq Rule
IM 5101-2(b) to complete one or more business combinations within 36 months of the 19.

December 11, 2024
Page 5
date of effectiveness of a company's IPO registration statement. Please revise to more
explicitly state that your securities will face immediate suspension and delisting action
once the company receives a delisting determination letter from Nasdaq after the 36-
month window ends on December 22, 2025. Please disclose the risks of non-
compliance with this rule, including that under the new framework, Nasdaq may only
reverse the determination if it finds it made a factual error applying the applicable
rule. In addition, please also disclose the consequences of any such suspension or
delisting, including that the company's stock may be determined to be a penny stock
and the consequences of that designation, that the company may no longer be
attractive as a merger partner if the company is no longer listed on an exchange, any
potential impact on the company's ability to complete an initial business combination,
any impact on the market for the company's securities including demand and overall
liquidity for the company's securities, and any impact on securities holders due to the
company's securities no longer being considered “covered securities.”
The SEC adopted final rules to regulate special purpose acquisition companies that may
increase SPAC's costs . . ., page 51
20.We note your disclosure that "[i]t is possible that a claim could be made that SPAC
has been operating an unregistered investment company" and that "[t]his risk may be
increased if SPAC continues to hold the funds in the Trust Account in short-term U.S.
government treasury obligations or in money market funds invested exclusively in
such securities, rather than instructing the Trustee to liquidate the securities in the
Trust Account and hold the funds in the Trust Account in cash." We also note your
disclosure on page F-10 that "[t]he Company’s portfolio of investments held in the
trust account is comprised of investments only in U.S. government securities" and that
ATMV's "investments held in the trust account are classified as trading securities."
Please revise your risk factor disclosure to clearly state that if you are found to be
operating as an unregistered investment company, you may be required to change
your operations, wind down your operations, or register as an investment company
under the Investment Company Act. Also include disclosure with respect to the
consequences to investors if you are required to wind down your operations as a result
of this status, such as the losses of the investment opportunity in a target company,
any price appreciation in the combined company, and any warrants, which would
expire worthless.
Risks Related to AMC, page 56
21.To the extent applicable, please update here and your Management's Discussion and
Analysis of Financial Condition and Results of Operations section to disclose how
recent inflationary pressures have materially impacted AMC's business and
operations. For example, identify the types of inflationary pressures AMC is facing
and how its business has been affected.
To the extent AMC's business has been materially affected by risks associated with
supply chain disruptions, please state as much, and explain whether any mitigation
efforts introduce new material risks, including those related to product quality,
reliability, or regulatory approval of products. In this regard, we note your
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December 11, 2024
Page 6
representation on page 179 that "[d]ue to the short supply of security cameras during
2023, AMC purchased Ants’ remaining inventories."
We depend on our suppliers, and the loss of any key supplier could materially and adversely
affect our business, page 60
23.We note that AMC has "two related parties that provide hardware from which
[you] procure hardware on a purchase order basis." To the extent AMC's business is
materially dependent on these suppliers, please revise here to disclose the names of
the related-party suppliers and identify the material terms of any agreements with such
suppliers. Additionally, please file any such agreements as exhibits to the registration
statement or tell us why you believe you are not required to do so. Refer to Item
601(b)(10) of Regulation S-K.
Background to the Business Combination, page 76
24.We note that following the SPAC IPO, you reviewed financial and business
information and conducted preliminary due diligence on AMC. However, the
disclosure on page 78 seems to suggest that you were first made aware of AMC
through Revere Securities only after terminating the business combination
with Wanshun Technology Industrial Group Limited. Please revise or advise.
25.We note that "ATMV reviewed approximately 40 targets in its search and entered into
non-disclosure agreements with six of such potential targets" and that "ATMV did not
engage with the fifth and sixth targets because such targets failed to deliver any of the
information ATMV requested in order to perform a proper analysis of such targets."
We also note that AMC was one of the four remaining potential candidates. However,
the disclosure here only addresses Candidate A. Please revise to describe the level of
discussions and negotiations you had with the other three potential candidates,
including AMC, and discuss the factors considered in dismissing these potential
targets.
26.Please provide a more detailed description of the negotiations regarding the letter of
intent that was executed on March 27, 2024 by ATMV and AMC, including the
material terms of the initial and subsequent drafts, the material terms included in the
final executed version and how the material terms evolved over the course of the
negotiations. Please include enough information so that investors can fully understand
how the final terms were negotiate