SEC Comment Letter 0000000000-25-007147 to AMC Corp (CIK 0002044018)
AMC Corp (CIK 0002044018)
Date: July 8, 2025 · CIK: 0002044018 · Accession: 0000000000-25-007147
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283183
Letter
Re: AlphaVest Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed June 27, 2025 File No. 333-283183 Dear David Yan and Min Ma:
July 8, 2025
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
We have reviewed your amended 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.
Amendment No. 5 to Registration Statement on Form S-4 Background to the Business Combination Overview, page 84
1. We note your disclosure here that the Business Combination Agreement, as amended, increased the Enterprise Value from $175,000,000 to $180,000,000. We also note your disclosure on page 105 and elsewhere throughout the proxy statement/prospectus that the Exchange Share Consideration has increased from July 8, 2025 Page 2
17,500,000 shares to 18,000,000 shares of Surviving PubCo common stock. Please revise here to explain in greater detail, the considerations and discussions that informed ATMV's decision to increase the Enterprise Value and resultant merger consideration. General
2. We note that AMC entered into a subscription agreement with Kami pursuant to which Kami will purchase an aggregate of $5 million of shares of AMC common stock, with the sale of shares occurring on several mutually agreed upon dates prior to the consummation of the Merger. To the extent material, please revise the proxy statement/prospectus to (i) describe the material terms of the agreement (ii) ensure that any risks associated with the agreement are discussed and (iii) file the agreement as an exhibit to the registration statement. Please include enough information so public stockholders understand why the agreement was negotiated and entered into. In this regard, please also revise the Share Subscription section on page 191 as we note Kami is a related party to AMC. Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Michael Blankenship
Jeffrey Gallant
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 8, 2025 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. Amendment No. 5 to Registration Statement on Form S-4 Filed June 27, 2025 File No. 333-283183 Dear David Yan and Min Ma: We have reviewed your amended 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. Amendment No. 5 to Registration Statement on Form S-4 Background to the Business Combination Overview, page 84 1. We note your disclosure here that the Business Combination Agreement, as amended, increased the Enterprise Value from $175,000,000 to $180,000,000. We also note your disclosure on page 105 and elsewhere throughout the proxy statement/prospectus that the Exchange Share Consideration has increased from July 8, 2025 Page 2 17,500,000 shares to 18,000,000 shares of Surviving PubCo common stock. Please revise here to explain in greater detail, the considerations and discussions that informed ATMV's decision to increase the Enterprise Value and resultant merger consideration. General 2. We note that AMC entered into a subscription agreement with Kami pursuant to which Kami will purchase an aggregate of $5 million of shares of AMC common stock, with the sale of shares occurring on several mutually agreed upon dates prior to the consummation of the Merger. To the extent material, please revise the proxy statement/prospectus to (i) describe the material terms of the agreement (ii) ensure that any risks associated with the agreement are discussed and (iii) file the agreement as an exhibit to the registration statement. Please include enough information so public stockholders understand why the agreement was negotiated and entered into. In this regard, please also revise the Share Subscription section on page 191 as we note Kami is a related party to AMC. Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Michael Blankenship Jeffrey Gallant </TEXT> </DOCUMENT>