SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

David Yan
Chief Executive Officer
AlphaVest Acquisition Corp.
205 W. 37th Street
New York, NY 10018

 Re: AlphaVest Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed August 21, 2025
 File No. 001-41574
Dear David Yan:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Michael Blankenship
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September
4, 2025

 VIA
EDGAR

 Kate
Beukenkamp

 Donald
Field

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
DC 20549

 Re:
 AlphaVest
 Acquisition Corp

 Preliminary
 Proxy Statement on Schedule 14A

 Filed
 August 21, 2025

 File
 No. 001-41574

 Ladies
and Gentlemen:

 On
behalf of our client, AlphaVest Acquisition Corp (the " Company "), we are writing to submit the Company's 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 September 4, 2025, relating to the Company's
Preliminary Proxy Statement on Schedule 14A filed with the Commission on August 21, 2025.

 The
Company is concurrently filing via EDGAR Definitive Additional Proxy Materials (the " Supplement "), which reflects
the Company's 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 Company's responses thereto.

 Preliminary
Proxy Statement on Schedule 14A

 Risk
Factors

 Nasdaq
may delist our securities from trading on its exchange, which could limit investors' ability..., page 39

 We
note that you are seeking to extend your termination date to January 22, 2026, a date which is 37 months from your initial public offering.
We also note that you are currently listed on Nasdaq and 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 date of effectiveness of its IPO registration statement.
Please revise to state that your securities will face immediate suspension and delisting action once you receive 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 yours tock may be determined to
be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer
listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for
your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities
no longer being considered "covered securities."

 Response :
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to address the Staff's
comment in the Supplement.

 *
* * * * * *

 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

 cc:
Yong (David) Yan, Chief Executive Officer, AlphaVest Acquisition Corp

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

David Yan
Chief Executive Officer
AlphaVest Acquisition Corp.
205 W. 37th Street
New York, NY 10018

 Re: AlphaVest Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed August 21, 2025
 File No. 001-41574
Dear David Yan:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors
Nasdaq may delist our securities from trading on its exchange, which could
limit investors'
ability..., page 39

1. We note that you are seeking to extend your termination date to January
22, 2026, a
 date which is 37 months from your initial public offering. We also note
that you are
 currently listed on Nasdaq and 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
 date of effectiveness of its IPO registration statement. Please revise
to state that your
 securities will face immediate suspension and delisting action once you
receive 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 your
 September 4, 2025
Page 2

 stock may be determined to be a penny stock and the consequences of that
 designation, that you may no longer be attractive as a merger partner if
you are no
 longer listed on an exchange, any potential impact on your ability to
complete an
 initial business combination, any impact on the market for your
securities including
 demand and overall liquidity for your securities, and any impact on
securities holders
 due to your securities no longer being considered covered securities.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Michael Blankenship
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ALPHAVEST
ACQUISITION CORP

 205
W. 37 TH STREET

 NEW
YORK, NY 10018

 August
7, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 AlphaVest
 Acquisition Corp. (the "Company")

 Registration
 Statement on Form S-4

 (File
 No. 333-283183) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the registrant, AlphaVest Acquisition Corp, hereby requests acceleration of
effectiveness of the above referenced Registration Statement on Form S-4 (File No. 333-283183) so that it will become effective at 4:00
p.m. ET on Monday, August 11, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 AlphaVest
 Acquisition Corp

 By:
 /s/
 Yong (David) Yan

 Name:
 Yong (David) Yan

 Title:
 Chief Executive Officer

 cc:
 Michael
 J. Blankenship, Winston & Strawn LLP

 Jeffrey
 M. Gallant, Graubard Miller

CORRESP
 1
 filename1.htm

 July
16, 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
 June 27, 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 July 8, 2025, relating to ATMV's Registration Statement on Form S-4 (the "Registration Statement") filed
June 27, 2025.

 ATMV
is filing via EDGAR Amendment No. 6 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. 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 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.

 Response :
 We have revised page 87 of the Registration Statement to address the Staff's comment.

 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.

 Response :
 We have revised the cover page and pages 17, and 191 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

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
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 1.

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

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

May 13, 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. 4 to Registration Statement on Form S-4
Filed May 12, 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. Unless we note
otherwise, any references to prior comments are to comments in our May 2, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-4
Summary of the Proxy Statement
Dilution, page 34
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; 1.

May 13, 2025
Page 2
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.
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 .
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).
4.Please disclose the information provided in your response to prior comment 9. See
ASC 280-10-50-26B.
            Please contact Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Michael Blankenship
Jeffrey Gallant

CORRESP
 1
 filename1.htm

 May
9, 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 April 25, 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 2, 2025, relating to ATMV's Registration Statement on Form S-4 (the "Registration Statement") filed
April 25, 2025.

 ATMV
is filing via EDGAR Amendment No. 4 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. 2 to Registration Statement on Form S-4

 Cover
Page

 1.
 We note your discussion
 of risks related to China regulations on page iii. As examples only, we note your statements that "the Chinese government may
 be authorized by PRC laws to regulate PRC operating entities at any time and may regulate the offerings conducted overseas and/or
 foreign investment in China-based issuers, which could result in a material change in the operations of PRC operating entities and/or
 the value of their securities" and that "any actions by the Chinese government to regulate the offerings that are conducted
 overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or
 continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless."
 Please consider including a risk factor that similarly discusses the risks if AMC were to be deemed to be a China-based issuer and
 become subject to PRC regulation and oversight.

 Response :
 We have revised page 63 of the Registration Statement to address the Staff's comment.

 Summary
of Proxy Statement/Prospectus

 Dilution,
page 34

 2.
 We note your disclosure
 here and on pages 19 and 81 that the tables presented exclude the effects of the business combination transaction; however, the issuance
 of 17,500,000 ordinary shares to AMC shareholders is included in the as adjusted issued and outstanding shares to determine the dilution
 to SPAC Public Shareholders. Please revise to exclude the effects of the de-SPAC transaction in your calculation pursuant to Item
 1604(c) of Regulation S-K.

 Response :
 We have revised pages 19, 34 and 83 of the Registration Statement to address the Staff's comment.

 Our
ability to complete the Business Combination may be impacted…, page 57

 3.
 We note your disclosure
 that a majority of your directors and officers "are located in, or have significant ties to, China" and that "Peace
 Capital Limited is controlled by Mr. Pengfei Zheng, a resident of China." Please revise here or, include a separate risk factor,
 to disclose, as you do on page 193, the relevant individuals who are located in the PRC and discuss the challenges of bringing actions
 and enforcing judgments and liabilities against such individuals.

 Response :
 We have revised page 60 of the Registration Statement to address the Staff's comment

 Risks
Related to AMC, page 59

 4.
 We note that pursuant
 to the business transfer agreements, the VIEs, Xiaoyun and Yishijue, will transfer all of their ownership in the Amazon online stores
 to AMC and that once the stores are successfully transferred, Xiaoyun and Yishijue will no longer be VIEs and instead will be owned
 directly by AMC. Please revise to include a risk factor that addresses any risks associated with winding up the VIE structure.

 Response :
 We have revised page 63 of the Registration Statement to address the Staff's comment.

 Material
U.S. Federal Income Tax Consequences

 The
Domestication, page 121

 5.
 We note your disclosure
 that "U.S. Holders should be aware that SPAC has not requested and does not intend to request a ruling from the IRS or an opinion
 of counsel with respect to the U.S. federal income tax treatment of the Domestication." We also note that Winston & Strawn,
 LLP has now provided an opinion regarding the Domestication. Please reconcile.

 Response :
 We have revised page 123 of the Registration Statement to address the Staff's comment.

 AMC
Corporate Structure, page 141

 6.
 For each of the VIEs,
 Xiaoyun and Yishijue, please revise to identify the person or entity that owns the equity in each depicted entity. Additionally,
 revise to describe all contracts and arrangements through which AMC claims to have economic rights and exercise control that results
 in consolidation of the VIEs operations and financial results into its financial statements. Describe the relevant contractual agreements
 between the entities and discuss how and why the contractual arrangements may be less effective than direct ownership and that the
 company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of
 the rights of the Surviving PubCo with respect to these contractual arrangements with the VIEs, its founders and owners, and the
 challenges the company may face enforcing these contractual agreements due to legal uncertainties and jurisdictional limits. Additionally,
 please discuss the company's plans regarding winding up the VIEs and transferring the assets currently being held by the VIEs.

 Response :
 We acknowledge the Staff's comment and respectfully advise the Staff that Yishijue and Xiaoyun are considered VIEs of AMC
solely for accounting purposes in accordance with ASC 810-10-25-38A through 25-38J. We have revised the cover page and pages 42,
63 and 143 of the Registration Statement to address the Staff's comment.

 7.
 We note your disclosure
 throughout the registration statement that AMC is the primary beneficiary of the VIEs. However, neither the investors in the Surviving
 PubCo nor the Surviving PubCo itself have an equity ownership in, direct foreign investment in, or control of, through such ownership
 or investment, the VIEs. Accordingly, please refrain from implying that the contractual agreements are equivalent to equity ownership
 in the business of the VIEs. Any references to control or benefits that accrue to AMC because of the VIEs should be limited to a
 clear description of the conditions AMC has satisfied for consolidation of the VIEs under U.S. GAAP. Additionally, your disclosure
 should clarify that AMC is the primary beneficiary of the VIEs for accounting purposes. Please also disclose, if true, that the VIE
 agreements have not been tested in a court of law.

 Response :
 We have revised the cover page and pages 42, 63 and 143 of the Registration Statement to address the Staff's comment.

 Note
15: Segment Reporting, page F-45

 8.
 Please tell us how you
 considered the guidance in ASC 280-10-50-29(f) and the example in ASC 280-10-55-47(bb) to discuss how your CODM uses the reported
 measure of segment profit or loss in assessing segment performance and deciding how to allocate resources.

 Response :
 We wish to advise the Staff that in accordance with the guidance in ASC 280-10-50-29(f)
and the example in ASC 280-10-55-47(bb), AMC's chief operating decision maker uses segment revenue to assess segment performance
and allocate resources. AMC has separate e-commerce platform accounts in North America and Europe, which are classified as two primary
operating segments. Since AMC’s business model is selling products through online stores on e-commerce platforms, store revenue is used
to measure the performance of each online store. As resource consumption is proportional to sales volume, revenue is also used to guide
resource allocation.

 9.
Please tell us how you considered the guidance in ASC 280-10-50-26B to disclose a qualitative description of the composition of other
segment items.

 Response :
 We wish to advise the Staff that AMC's other segment expenses primarily include Amazon storage fees, employee
medical insurance expenses, software subscription fees, and business license and permit expenses. These expenses are not significant and
thus not separately disclosed. Since the chief operating decision maker uses revenue to measure segment performance, not disclosing these
expenses separately does not result in misleading information.

 Exhibit
Index, page II-2

 10.
We note your response to prior comment 7 and reissue it in part. Please file the VIE agreements with Xiaoyun and Yishijue. In this regard,
we note that "Xiaoyun and Yishijue operate as variable interest entities where AMC, through contractual arrangements (emphasis
added), holds effective control over their key activities and assumes the associated risks and benefits from the economic rewards."
Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

 Response :
We have filed the VIE agreements as exhibits to 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

May 2, 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. 2 to Registration Statement on Form S-4
Filed April 25, 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. Unless we note
otherwise, any references to prior comments are to comments in our March 11, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
We note your discussion of risks related to China regulations on page iii. As examples
only, we note your statements that "the Chinese government may be authorized by
PRC laws to regulate PRC operating entities at any time and may regulate the
offerings conducted overseas and/or foreign investment in China-based issuers, which 1.

May 2, 2025
Page 2
could result in a material change in the operations of PRC operating entities and/or the
value of their securities" and that "any actions by the Chinese government to regulate
the offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder our ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly
decline or be worthless." Please consider including a risk factor that similarly
discusses the risks if AMC were to be deemed to be a China-based issuer and become
subject to PRC regulation and oversight.
Summary of Proxy Statement/Prospectus
Dilution, page 34
2.We note your disclosure here and on pages 19 and 81 that the tables presented exclude
the effects of the business combination transaction; however, the issuance of
17,500,000 ordinary shares to AMC shareholders is included in the as adjusted issued
and outstanding shares to determine the dilution to SPAC Public Shareholders. Please
revise to exclude the effects of the de-SPAC transaction in your calculation pursuant
to Item 1604(c) of Regulation S-K.
Our ability to complete the Business Combination may be impacted . . ., page 57
3.We note your disclosure that a majority of your directors and officers "are located in,
or have significant ties to, China" and that "Peace Capital Limited is controlled by Mr.
Pengfei Zheng, a resident of China." Please revise here or, include a separate risk
factor, to disclose, as you do on page 193, the relevant individuals who are located in
the PRC and discuss the challenges of bringing actions and enforcing judgments and
liabilities against such individuals.
Risks Related to AMC, page 59
4.We note that pursuant to the business transfer agreements, the VIEs, Xiaoyun and
Yishijue, will transfer all of their ownership in the Amazon online stores to AMC and
that once the stores are successfully transferred, Xiaoyun and Yishijue will no longer
be VIEs and instead will be owned directly by AMC. Please revise to include a risk
factor that addresses any risks associated with winding up the VIE structure.
Material U.S. Federal Income Tax Consequences
The Domestication, page 121
5.We note your disclosure that "U.S. Holders should be aware that SPAC has not
requested and does not intend to request a ruling from the IRS or an opinion of
counsel with respect to the U.S. federal income tax treatment of the
Domestication." We also note that Winston & Strawn, LLP has now provided an
opinion regarding the Domestication. Please reconcile.
AMC Corporate Structure, page 141
For each of the VIEs, Xiaoyun and Yishijue, please revise to identify the person or
entity that owns the equity in each depicted entity. Additionally, revise to describe all
contracts and arrangements through which AMC claims to have economic rights and
exercise control that results in consolidation of the VIEs operations and financial 6.

May 2, 2025
Page 3
results into its financial statements. Describe the relevant contractual agreements
between the entities and discuss how and why the contractual arrangements may be
less effective than direct ownership and that the company may incur substantial costs
to enforce the terms of the arrangements. Disclose the uncertainties regarding the
status of the rights of the Surviving PubCo with respect to these contractual
arrangements with the VIEs, its founders and owners, and the challenges the company
may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits. Additionally, please discuss the company's plans regarding
winding up the VIEs and transferring the assets currently being held by the VIEs.
7.We note your disclosure throughout the registration statement that AMC is the
primary beneficiary of the VIEs. However, neither the investors in the Surviving
PubCo nor the Surviving PubCo itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the
VIEs. Accordingly, please refrain from implying that the contractual agreements are
equivalent to equity ownership in the business of the VIEs. Any references to control
or benefits that accrue to AMC because of the VIEs should be limited to a clear
description of the conditions AMC has satisfied for consolidation of the VIEs under
U.S. GAAP. Additionally, your disclosure should clarify that AMC is the
primary beneficiary of the VIEs for accounting purposes. Please also disclose, if true,
that the VIE agreements have not been tested in a court of law.
Note 15: Segment Reporting, page F-45
8.Please tell us how you considered the guidance in ASC 280-10-50-29(f) and the
example in ASC 280-10-55-47(bb) to discuss how your CODM uses the reported
measure of segment profit or loss in assessing segment performance and deciding how
to allocate resources.

9.Please tell us how you considered the guidance in ASC 280-10-50-26B to disclose a
qualitative description of the composition of other segment items.
Exhibit Index, page II-2
10.We note your response to prior comment 7 and reissue it in part. Please file the VIE
agreements with Xiaoyun and Yishijue. In this regard, we note that "Xiaoyun and
Yishijue operate as variable interest entities where AMC, through contractual
arrangements  (emphasis added), holds effective control over their key
activities and assumes the associated risks and benefits from the economic
rewards." Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

May 2, 2025
Page 4
            Please contact Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Michael Blankenship
Jeffrey Gallant

CORRESP
 1
 filename1.htm

 April
24, 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
 February 11, 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 March 11, 2025, relating to ATMV's Registration Statement on Form S-4 (the "Registration Statement")
filed February 11, 2025.

 ATMV
is filing via EDGAR Amendment No. 2 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. 1 to Registration Statement on Form S-4

 Summary
of Proxy Statement/Prospectus

 Compensation
Received by the Sponsor, page 38

 1.
 We
 note your revised table and associated disclosure on page 99 in response to prior comment 16. Please revise to include the table
 and associated disclosure here in the "Summary of Proxy Statement/Prospectus" section as well. Refer to Item 1604(b)(4)
 of Regulation S-K.

 Response :
 We have revised page 38 of the Registration Statement to address the Staff's comment.

 Opinion
of ATMV's Financial Advisor, page 86

 2.
 We
 note your revised disclosure in response to prior comment 30 and reissue it in part. Please revise to describe any material relationship
 that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received
 as a result of the relationship between i) Newbridge and its affiliates; and ii) ATMV, the SPAC Sponsor or their respective affiliates.
 Refer to Item 1607(b)(4) of Regulation S-K. In this regard, we note that the existing disclosure appears to be limited to relationships
 between ATMV and Newbridge and does not address their respective affiliates. Please revise as applicable.

 Response :
 We have revised page 86 of the Registration Statement to address the Staff's comment.

 Material
U.S. Federal Income Tax Consequences, page 120

 3.
 We
 note your revised disclosure in response to prior comments 36 and 37 and reissue in part. Please provide a tax opinion covering the
 material federal tax consequences (i) to ATMV security holders regarding the Domestication and (ii) ATMV, AMC and each of their respective
 security holders regarding the Merger and revise the disclosure in this section throughout to acknowledge and reflect that the tax
 consequences are the opinion of counsel. Refer to Item 4(a)(6) of Form S-4 and Items 601(b)(8) and 1605(b)(6) of Regulation S-K.
 For guidance in preparing the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No. 19.	Additionally,
 please revise to address and express a conclusion for each material federal tax consequence, i.e. whether the Domestication and the
 Merger qualify as reorganizations within the meaning of Section 368 of the Code. A description of the law is not sufficient. Additionally,
 we note how the companies intend to report the de-SPAC transaction does not align with the disclosure requirements set forth in Item
 4(a)(6) of Form S-4 or Item 1605(b)(6) of Regulation S-K. Lastly, if there is a lack of authority directly addressing the tax
 consequences of the transaction, conflicting authority or significant doubt about the tax consequences of the transaction, counsel
 may issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree
 of uncertainty. In such cases, counsel should explain clearly why it cannot give a "will" opinion. Refer to Sections
 III.C.1, III.C.2 and III.C.4 of Staff Legal Bulletin No. 19.

 Response : We
have revised pages 121, 123, 124, 125, and 126 of the Registration Statement and filed Exhibits 8.1 and 8.2 to address the
Staff's comment.

 Sales,
page 140

 4.
 We
 note your revised disclosure in response to prior comment 42. Please further revise this section to discuss the material terms of
 your revenue sharing agreement with Kami. As examples only, discuss payment terms, service obligations and revenue share percentage.

 Response :
 We have revised the disclosure on page 140 of the Registration Statement as requested.

 AMC
Corporate Structure Chart, page 142

 5.
 Please
revise to provide a more detailed corporate chart. In this regard, please include additional details regarding each depicted entity to
include legal name, jurisdiction of organization/incorporation and ownership. Additionally, with respect to the VIEs, please provide
the information set forth in the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in
December 2021, which is available on our website.

 Response : We have revised
the corporate structure chart as requested. With respect to the VIEs, as discussed below in response to comment 8, AMC is not a China-based
issuer. Accordingly, the information on VIEs pursuant to the Division of Corporation Finance's Sample Letter to China-Based Companies
issued by the Staff in December 2021 is not applicable. Nevertheless, we have revised the cover page and risk factors to include additional
information on the risks attributable to operations involving the VIEs utilized by AMC.

 AMC
Corporation

 Notes
to Consolidated Financial Statements

 Related
Party Balances and Transactions, page F-48

 6.
 We
 note your response to prior comment 60. You state that Ants has planned to settle the outstanding other receivable owed to AMC by
 the end of 2029. Please further clarify the terms of the repayment for the "other receivable – related party" and
 when you expect to receive this balance. We note the balance sheet classifies "other receivable – related party, net"
 as current assets for the years ended December 31, 2023 and 2022. Please clarify whether the balances due from Ants of $582,325 and$1,553,396
 for the years ended December 31, 2023 and 2022, respectively, are included in current assets and the rationale for this classification.

 Response :
 The Staff's comment is duly noted. The "other receivable – related party" balances presented on the consolidated
balance sheets are net of the "allowance for credit losses" for Ants. As of December 31, 2023 and 2022, the net receivable
balances due from Ants, after deducting an allowance for credit losses of $1,262,146 and $0, were $506,327 and $2,230,084, respectively.
The receivable balances from Ants are constantly moving. During the fourth quarter of 2023, an allowance for credit losses of $1,262,146
was recognized using the loss rate method. The remaining receivable balances of $506,327 and $2,230,084 as of December 31, 2023 and 2022,
respectively, are expected to be collected within one year from the respective year-end dates and are therefore classified as current
assets. Additionally, the repayment terms for "other receivable – related party" due from Ants have been
updated in the financial statements. The payment was due on demand and was expected to be received within the short term. In April
2025, Ants fully settled the outstanding balance of "other receivable – related party" totaling $1,790,009 as
of December 31, 2024. This subsequent collection has been disclosed in "Note 17 – Subsequent Events" of the audited
consolidated financial statements for the years ended December 31, 2024 and 2023.

 Exhibit
Index, page II-2

 7.
 We
 note your response to prior comment 62 and reissue it in part. Please further revise to file all related-party agreements (i.e. two
 VIEs, authorization agreements, supply arrangements, consulting arrangements, marketing arrangements, related-party notes and loans,
 etc.). Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

 Response :
 We acknowledge the Staff's comment and wish to advise the Staff that we have filed as exhibits all AMC related-party arrangements
that have been documented in formal agreements and that are still effective. However, several arrangements have not been documented in
a formal agreement or have since been terminated. For instance, simple purchase orders for security cameras among related parties do
not have formal agreements associated with them. Similarly, loan agreements that have expired or have been repaid are therefore no longer
applicable as a material contract and have not been filed.

 General

 8.
 We
 note your revised disclosure in response to prior comment 64 and reissue it. Please revise your proxy statement/prospectus to provide
 more specific and prominent disclosures about the legal and operational risks associated with China-based companies, with respect
 to AMC Corporation. For additional guidance, please see the Division of Corporation Finance's Sample Letter to China-Based
 Companies issued by the Staff in December 2021, which is available on our website. Alternatively, please provide a detailed analysis
 of why AMC Corporation should not be considered a China-based company.

 Response :
 We acknowledge the Staff's comment and, after reviewing the Division of Corporation Finance's Sample Letter to China-Based
Companies (the "Sample Letter"), respectfully advise the Staff that AMC does not consider itself to be a China-based issuer
as further explained below. The Sample Letter defines "China-based issuers" as "companies that are based in or have
the majority of their operations in the People's Republic of China", thus limiting the scope of the Sample Letter's
application to companies that (i) are based in China, or (ii) have a majority of their operations in China.

 (i)
 AMC
 is not based in China .

 ●
 AMC
 was incorporated and is existing under the laws of the State of Washington with its executive office resides in Washington, and its
 executive team sits in Washington and New York. Washington has been the business' headquarters since AMC's inception
 in 2021.

 ●
 AMC's
 executive team resides in Washington and New York. All key decision-making processes, management and governance of AMC have been
 and are expected to remain outside of China.

 (ii)
 AMC
 does not have the majority of its operations in China .

 ●
 AMC's
 current principal business operations are located in the United States, and AMC does not derive its revenue from China.

 ●
 The majority
 of AMC's employees are located in the United States.

 ●
 As
 of the date of this letter, to a lesser extent, AMC conducts certain operations in China, including sourcing materials and providing
 services through its relationships with China-based suppliers and affiliates. However, AMC does not own substantial assets or conduct
 substantial operations in China.

 We
have revised the disclosure on the cover page to address the foregoing as requested.

 *
* * * * * *

 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

March 11, 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. 1 to Registration Statement on Form S-4
Filed February 11, 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. Unless we note
otherwise, any references to prior comments are to comments in our December 11,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of Proxy Statement/Prospectus
Compensation Received by the Sponsor, page 38
We note your revised table and associated disclosure on page 99 in response to prior
comment 16. Please revise to include the table and associated disclosure here in the 1.

March 11, 2025
Page 2
"Summary of Proxy Statement/Prospectus" section as well. Refer to Item 1604(b)(4)
of Regulation S-K.
Opinion of ATMV's Financial Advisor, page 86
2.We note your revised disclosure in response to prior comment 30 and reissue it in
part. Please revise to describe any material relationship that existed during the past
two years or is mutually understood to be contemplated and any compensation
received or to be received as a result of the relationship between i) Newbridge and its
affiliates;  and ii) ATMV, the SPAC Sponsor or their respective affiliates.  Refer to
Item 1607(b)(4) of Regulation S-K. In this regard, we note that the existing disclosure
appears to be limited to relationships between ATMV and Newbridge and does
not address their respective affiliates. Please revise as applicable.
Material U.S. Federal Income Tax Consequences, page 120
3.We note your revised disclosure in response to prior comments 36 and 37 and reissue
in part. Please provide a tax opinion covering the material federal tax consequences (i)
to ATMV security holders regarding the Domestication and (ii) ATMV, AMC and
each of their respective security holders regarding the Merger and revise the
disclosure in this section throughout to acknowledge and reflect that the tax
consequences are the opinion of counsel. Refer to Item 4(a)(6) of Form S-4 and Items
601(b)(8) and 1605(b)(6) of Regulation S-K. For guidance in preparing the
opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No.
19. Additionally, please revise to address and express a conclusion for each material
federal tax consequence, i.e. whether the Domestication and the Merger qualify as
reorganizations within the meaning of Section 368 of the Code. A description of the
law is not sufficient. Additionally, we note how the companies intend to report the de-
SPAC transaction does not align with the disclosure requirements set forth in Item
4(a)(6) of Form S-4 or Item 1605(b)(6) of Regulation S-K.  Lastly, if there is a lack of
authority directly addressing the tax consequences of the transaction, conflicting
authority or significant doubt about the tax consequences of the transaction, counsel
may issue a “should” or “more likely than not” opinion to make clear that the opinion
is subject to a degree of uncertainty. In such cases, counsel should explain clearly why
it cannot give a “will” opinion. Refer to Sections III.C.1, III.C.2 and III.C.4 of Staff
Legal Bulletin No. 19.
Sales, page 140
4.We note your revised disclosure in response to prior comment 42. Please further
revise this section to discuss the material terms of your revenue sharing agreement
with Kami. As examples only, discuss payment terms, service obligations and revenue
share percentage.
AMC Corporate Structure Chart, page 142
Please revise to provide a more detailed corporate chart. In this regard, please include
additional details regarding each depicted entity to include legal name, jurisdiction of
organization/incorporation and ownership. Additionally, with respect to the VIEs,
please provide the information set forth in the Division of Corporation 5.

March 11, 2025
Page 3
Finance’s Sample Letter to China-Based Companies issued by the Staff in December
2021, which is available on our website.
AMC Corporation
Notes to Consolidated Financial Statements
Related Party Balances and Transactions, page F-48
6.We note your response to prior comment 60. You state that Ants has planned to settle
the outstanding other receivable owed to AMC by the end of 2029. Please further
clarify the terms of the repayment for the “other receivable – related party” and when
you expect to receive this balance. We note the balance sheet classifies “other
receivable – related party, net” as current assets for the years ended December 31,
2023 and 2022. Please clarify whether the balances due from Ants of $582,325 and
$1,553,396 for the years ended December 31, 2023 and 2022, respectively, are
included in current assets and the rationale for this classification.
Exhibit Index, page II-2
7.We note your response to prior comment 62 and reissue it in part. Please further revise
to file all related-party agreements (i.e. two VIEs, authorization agreements, supply
arrangements, consulting arrangements, marketing arrangements, related-party notes
and loans, etc.). Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
General
8.We note your revised disclosure in response to prior comment 64 and reissue
it. Please revise your proxy statement/prospectus to provide more specific and
prominent disclosures about the legal and operational risks associated with China-
based companies, with respect to AMC Corporation. For additional guidance, please
see the Division of Corporation Finance’s Sample Letter to China-Based Companies
issued by the Staff in December 2021, which is available on our website.
Alternatively, please provide a detailed analysis of why AMC Corporation should
not be considered a China-based company.
            Please contact Nasreen Mohammed at 202-551-3773 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Michael Blankenship
Jeffrey Gallant

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

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
 1.

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
 22.

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

CORRESP
1
filename1.htm

AlphaVest
Acquisition Corp

420
Lexington Ave, Suite 2446

New York, NY 10170

December
15, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ronald Alper

    Re:

    AlphaVest
    Acquisition Corp

    Registration
    Statement on Form S-1

    Filed
    on November 4, 2022, as amended

    File
    No. 333-268188

Dear
Mr. Alper,

Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, AlphaVest Acquisition Corp respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on December 19, 2022, or as soon thereafter as practicable.

Please
call Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

[Signature
Page Follows]

    Very
    truly yours,

    AlphaVest
    Acquisition Corp

    By:

    /s/
    David (Yon) Yang

    Name:

    David
    (Yon) Yang

    Title:

    Chief
    Executive Officer

    cc:
    Michael
    Blankenship, Winston & Strawn LLP

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL,
INC.

366
Madison Avenue | 8th Floor

New
York, NY 10017

December
15, 2022

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-3628

    Re:
    AlphaVest
    Acquisition Corp

    Registration
    Statement on Form S-1

    Registration
    No. 333-268188

Gentlemen:

In
connection with the Registration Statement on Form S-1 of AlphaVest Acquisition Corp, the undersigned, which is acting as the lead underwriter
of the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m. on December 19,
2022 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that in excess of 350 copies of the Preliminary
Prospectus dated November 4, 2022 have been or will be distributed to prospective underwriters, dealers, institutional investors, retail
investors and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EARLYBIRDCAPITAL,
    INC.

    By:

    /s/
    Steven Levine

    Name:
    Steven
    Levine

    Title:
    CEO

CORRESP
1
filename1.htm

 November
4,  2022

VIA
EDGAR

Frank
Knapp

Kristina
Marrone

Ruairi
Regan

David
Link

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    AlphaVest Acquisition
    Corp

    Amendment No. 1 to Draft
    Registration Statement on Form S-1

    Submitted September 20,
    2022

    CIK No. 0001937891

Ladies
and Gentlemen:

On
behalf of our client, AlphaVest Acquisition Corp (the “Company”), we are writing to submit the Company’s 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 October 14, 2022, relating to the Company’s
Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on September 20, 2022.

The
Company is concurrently filing via EDGAR a Registration Statement on Form S-1 (the “Form S-1”), which reflects the
Company’s 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 Company’s responses thereto.

Amended
Draft Registration Statement on Form S-1

General

  1.
  We note
  your revised disclosure in response to prior comment 2 that the enforcement of judgments obtained in U.S. courts or foreign courts
  based on the civil liability provisions of the U.S. federal securities laws would be extremely difficult. Please explain clearly the
  reasons for such difficulties including the lack of reciprocity and treaties.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 13 and 83
of the Form S-1 to address the Staff’s comment.

Cover
Page

  2.
  We
  note your response to comment 4 and we re-issue it in part. Please revise the disclosure to address how recent statements and regulatory
  actions by China’s government, such as those related to data security or anti-monopoly concerns, has or may impact the company’s
  ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page
of the Form S-1 to address the Staff’s comment.

     November
                                            4,  2022

    Page
    2

Summary,
page 1

3. Refer
                                            to prior comment 9. Please include cross-references to the more detailed discussion of each
                                            of the China related risks in the prospectus.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 31 of the
Form S-1 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

cc:
Yong (David) Yan, Chief Executive Officer, AlphaVest Acquisition Corp

United States securities and exchange commission logo
October 14, 2022
Yong (David) Yan
Chief Executive Officer
AlphaVest Acquisition Corp.
420 Lexington Ave, Suite 2446
New York, NY 10170
Re:AlphaVest Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 20, 2022
CIK No. 0001937891
Dear Yong (David) Yan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1
General
1.We note your revised disclosure in response to prior comment 2 that the the enforcement
of judgments obtained in U.S. courts or foreign courts based on the civil liability
provisions of the U.S. federal securities laws would be extremely difficult.  Please explain
clearly the reasons for such difficulties including the lack of reciprocity and treaties.
Cover Page
2.We note your response to comment 4 and we re-issue it in part.  Please revise the
disclosure to address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns, has or may

 FirstName LastNameYong (David) Yan
 Comapany NameAlphaVest Acquisition Corp.
 October 14, 2022 Page 2
 FirstName LastName
Yong (David) Yan
AlphaVest Acquisition Corp.
October 14, 2022
Page 2
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.
Summary, page 1
3.Refer to prior comment 9.  Please include cross-references to the more detailed discussion
of each of the China related risks in the prospectus.
            You may contact Frank Knapp at  202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship

United States securities and exchange commission logo
August 26, 2022
Yong (David) Yan
Chief Executive Officer
AlphaVest Acquisition Corp.
420 Lexington Ave, Suite 2446
New York, NY 10170
Re:AlphaVest Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 28, 2022
CIK No. 0001937891
Dear Mr. Yan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted July 28, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government

 FirstName LastNameYong (David) Yan
 Comapany NameAlphaVest Acquisition Corp.
 August 26, 2022 Page 2
 FirstName LastNameYong (David) Yan
AlphaVest Acquisition Corp.
August 26, 2022
Page 2
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
2.We note the enforcement of civil liability section on page 144 refers to the Cayman
Islands. To the extent that one or more of your officers and/or directors are located in
China or Hong Kong, please create a separate Enforceability of Civil Liabilities section, in
the forepart of the prospectus, for the discussion of the enforcement risks related to civil
liabilities due to your officers and directors being located in China or Hong Kong. Please
identify each officer and/or director located in China or Hong Kong and disclose that it
will be more difficult to enforce liabilities and enforce judgments on those
individuals. For example, revise to discuss more specifically the limitations on investors
being able to effect service of process and enforce civil liabilities in China, lack of
reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a
separate risk factor, which should contain disclosures consistent with the separate section.
3.Please include page numbers for cross-references on the cover page and in the summary to
the more expansive disclosure.
Cover Page
4.We note that a majority of your executive officers and/or directors are located in or have
significant ties to China/Hong Kong, and your disclosure that you are seeking to acquire a
company that may be based in China, Hong Kong or Macau (PRC) in an initial business
combination.  Please disclose this prominently on the prospectus cover page.  We also
note the disclosure regarding variable interest entity (VIE) contracts. If true, disclose that
these contracts have not been tested in court.  Your disclosure should acknowledge that
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your or the target company’s post-combination operations and/or a
material change in the value of your common stock or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange.

5.Given the risks of doing business in the PRC, please revise the cover page to disclose that
the majority of your officers and directors having significant ties with China may make
you a less attractive partner to a non-China-based target company than a non-China based
SPAC. Please disclose that this may therefore limit the pool of acquisition candidates and
make it harder for you to complete an initial business combination with a non-China-

 FirstName LastNameYong (David) Yan
 Comapany NameAlphaVest Acquisition Corp.
 August 26, 2022 Page 3
 FirstName LastNameYong (David) Yan
AlphaVest Acquisition Corp.
August 26, 2022
Page 3
based target company. Specifically discuss the impact this could have upon your search
for an initial business combination. Please also state this in the bulleted risks on pages 29-
31 and under an appropriate caption in your Risk Factors.
6.Provide a description of how cash is transferred through your organization and how cash
will be transferred through the post-combination organization if you acquire a company
based in China.  State whether any transfers, dividends, or distributions have been made to
date between the company, its subsidiaries, or to investors, and quantify the amounts
where applicable.
Summary, page 1
7.We note your disclosure on page 2 regarding VIEs.  Please disclose, if true, that the VIE
agreements have not been tested in a court of law.
8.We note your disclosure on page 11 that you “are currently not required to obtain
permission from any of the PRC authorities to operate and issue [your] securities to non-
PRC investors.”  Please disclose how the company reached this determination.
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risk Factors
If we seek shareholder approval of our initial business combination..., page 38
10.We note that your initial shareholders and their affiliates may purchase shares from public
holders for the purpose of voting those shares in favor of a proposed business
combination, thereby increasing the likelihood of the completion of the combination.
Please explain how such purchases would comply with the requirements of Rule 14e-5
under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance.

 FirstName LastNameYong (David) Yan
 Comapany NameAlphaVest Acquisition Corp.
 August 26, 2022 Page 4
 FirstName LastName
Yong (David) Yan
AlphaVest Acquisition Corp.
August 26, 2022
Page 4
U.S. laws and regulations, including the Holding Foreign Companies Accountable Act..., page
82
11.We note your statements in this risk factor that “we will not undertake an initial business
combination with any entity that is based or located in or that conducts its principal
business operations in China (including Hong Kong and Macau) or any entity that has as
its auditor one that is listed in the PCAOB report.”  We also note your statement on the
cover page of the prospectus that “[b]ecause our management team has a substantial
network in the People’s Republic of China, including, solely for purposes of this
prospectus, Hong Kong, Taiwan and Macau, which we refer to throughout this prospectus
collectively as the “PRC” or “China”, we may pursue a business combination with a
company doing business in China, which may have legal and operational risks associated
with such a decision.”  Please revise to reconcile your disclosures throughout the
prospectus as appropriate.
Related Party Transactions, page 98
12.We note the disclosure regarding TenX Global Capital LP throughout the prospectus.
Please address how TenX Global Capital LP is a related party and clarify the related
party’s position with or relationship with the company.
Officers, Directors and Director Nominees, page 124
13.Please revise your disclosure regarding the background and history of your executive
officers and directors to comply with Item 401(e)(1) of Regulation S-K. Specifically,
revise your disclosure to describe the business experience, principal occupations and
employment, of the named executive officers and directors during the past five years,
including the dates and duration of their employment.
            You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald Alper at 202-551-3329 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship