AlphaVest Acquisition Corp (NASDAQ: ATMV) (“ATMV”), a special
purpose acquisition company, announced the execution of a Business
Combination Agreement (the “Merger Agreement”) with AMC Corporation
(“AMC”), a leading provider of native computer vision AI platform,
on August 16, 2024.
The transaction will be structured as a business
combination with ATMV’s wholly owned subsidiary, AV Merger Sub, and
is anticipated to result in AMC stockholders receiving shares of
ATMVcapital stock valued at $175 million (the “Business
Combination”). The transaction has been approved by the boards of
directors of both ATMV and AMC and is expected to be consummated in
the fourth quarter of 2024, subject to regulatory and stockholder
approval by the stockholders of ATMV and the stockholders of AMC
and the satisfaction of certain other customary closing
conditions.
AMC creates and distributes innovative, and
smart security and consumer electronics solutions. It makes high
quality internet connected smart home products and augmented
reality wearable products that are accessible, affordable, and
easy-to-use.
Upon the closing of the Business Combination,
the combined company is expected to operate under the name AMC
Corporation and remain a NASDAQ-listed public company trading under
a new ticker symbol. AMC’s executive management team will continue
to lead the combined company. There can be no assurance that the
combined company will remain listed on NASDAQ.
Michael Adair, CEO of AMC, commented, “We are
thrilled to announce the proposed business combination with ATMV.
This will help position the company to capitalize on the growing
business security market, leveraging our proven and differentiated
Vision AI solutions at scale.”
David Yan, Chief Executive Officer of ATMV,
commented, “We’re very excited to announce the proposed merger with
AMC. Our extensive search and thorough evaluation of numerous
potential business combination partners led us to AMC, which our
board and management team believes offers the most compelling
opportunity to deliver stockholder value. This business
combination, if consummated, will grant ATMV investors an equity
stake in a pioneering Vision AI company which has successfully
established itself in the home security market and is now expanding
various small to medium business use cases. We fully endorse AMC’s
vision and are committed to supporting its goal to enable Vision AI
across all relevant environments and situations.”
The description of the Business Combination
contained herein is only a summary and is qualified in its entirety
by reference to the Merger Agreement relating to the transaction.
For additional information, see ATMV’s Current Report on Form 8-K,
which will be filed promptly and can be obtained at the website of
the U.S. Securities and Exchange Commission (“SEC”) at
www.sec.gov.
As previously disclosed in a Form 8-K filed with
the SEC, ATMV terminated its previously announced business
combination agreement, dated as of August 11, 2023, with AV Merger
Sub and Wanshun Technology Industrial Group Limited, effective as
of March 13, 2024.
Advisors
Winston & Strawn LLP is serving as legal
advisor to ATMV. Graubard Miller is serving as legal advisor to
AMC. Revere Securities is serving as financial advisor to AMC.
Small Seashell Limited is serving as financial advisor to ATMV.
About AMC Corporation
AMC creates and distributes innovative, and
smart security and consumer electronics solutions. AMC builds
strong relationships with its customers and partners to make high
quality internet connected smart home products and augmented
reality wearable products that are accessible, affordable, and
easy-to-use. AMC’s mission is to make high-quality computer vision
AI accessible for consumers and businesses through a highly
scalable, hardware-agnostic native AI platform.
About AlphaVest Acquisition
Corp
AlphaVest Acquisition Corp is a blank check
company whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. While the
Company will not be limited to a particular industry or geographic
region in its identification and acquisition of a target company,
the Company intends to focus its search on businesses throughout
Asia.
Cautionary Note Regarding Forward
Looking Statements
This press release may contain statements that
constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning ATMV’s and AMC’s possible
or assumed future results of operations, business strategies, debt
levels, competitive position, industry environment, potential
growth opportunities, and the effects of regulation, including
whether the Business Combination will generate returns for
stockholders. These forward-looking statements are based on ATMV’s
or AMC’s management’s current expectations, projections, and
beliefs, as well as a number of assumptions concerning future
events. When used in this communication, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose,” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not
guarantees of future performance, conditions, or results, and
involve a number of known and unknown risks, uncertainties,
assumptions, and other important factors, many of which are outside
of ATMV’s or AMC’s management’s control, that could cause actual
results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties,
assumptions, and other important factors include, but are not
limited to: (a) the occurrence of any event, change, or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Business Combination; (b) the outcome of any legal
proceedings that may be instituted against ATMV, AMC, or others
following the announcement of the Business Combination and any
definitive agreements with respect thereto; (c) the inability to
complete the Business Combination due to the failure to obtain the
approval of the stockholders of ATMV, to obtain financing to
complete the Business Combination or to satisfy other conditions to
closing; (d) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (e) the ability to
meeting the applicable stock exchange listing standards following
the consummation of the Business Combination; (f) the risk that the
Business Combination disrupts current plans and operations of AMC
or its subsidiaries as a result of the announcement and
consummation of the transactions described herein; (g) the ability
to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of AMC to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (h) costs related to the Business
Combination; (i) changes in applicable laws or regulations,
including legal or regulatory developments (including, without
limitation, accounting considerations) which could result in the
need for ATMV to restate its historical financial statements and
cause unforeseen delays in the timing of the Business Combination
and negatively impact the trading price of ATMV’s securities and
the attractiveness of the Business Combination to investors; (j)
the possibility that ATMV and AMC may be adversely affected by
other economic, business, and/or competitive factors; (k) AMC’s
ability to execute its business plans and strategies; (l) AMC’s
estimates of expenses and profitability; (m) the risk that the
transaction may not be completed by ATMV’s business combination
deadline and the potential failure to obtain extensions of the
business deadline if sought by ATMV; (n) other risks and
uncertainties indicated from time to time in the final prospectus
of ATMV relating to its initial public offering filed with the SEC,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by ATMV. Copies are available on
the SEC’s website, www.sec.gov. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made.
ATMV and AMC assume no obligation and, except as
required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither ATMV nor AMC gives any
assurance that either ATMV or AMC will achieve its
expectations.
Additional Information about the
Business Combination and Where to Find It
In connection with the proposed Business
Combination between ATMV and AMC, ATMV will file a registration
statement on Form S-4 (as may be amended from time to time, the
“Registration Statement”) that will include a preliminary proxy
statement and a registration statement/preliminary prospectus of
ATMV, and after the Registration Statement is declared effective,
ATMV will mail a definitive proxy statement/prospectus relating to
the Business Combination to its stockholders. The Registration
Statement, including the proxy statement/prospectus contained
therein, when declared effective by the SEC, will contain important
information about the Business Combination and the other matters to
be voted upon at a meeting of ATMV’s stockholders to be held to
approve the Business Combination and related matters. This
communication does not contain all of the information that should
be considered concerning the Business Combination and other matters
and is not intended to provide the basis for any investment
decision or any other decision in respect to such matters. ATMV and
AMC may also file other documents with the SEC regarding the
Business Combination. ATMV stockholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus when available and the amendments thereto and
the definitive proxy statement/prospectus and other documents filed
in connection with the Business Combination, as these materials
will contain important information about ATMV, AMC, and the
Business Combination.
When available, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to ATMV stockholders as of a record date
to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed or that will be
filed with the SEC through ATMV through the website maintained by
the SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants in the
Solicitation
ATMV, AMC, and their respective directors and
officers may be deemed participants in the solicitation of proxies
of ATMV stockholders in connection with the Business Combination.
ATMV stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of ATMV and a description of their interests in ATMV is
contained in ATMV’s final prospectus related to its initial public
offering, dated December 19, 2022, and in ATMV’s subsequent filings
with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
ATMV stockholders in connection with the Business Combination and
other matters to be voted upon at the ATMV stockholder meeting will
be set forth in the Registration Statement. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Business Combination will be
included in the Registration Statement that ATMV and AMC intend to
file with the SEC. You will be able to obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange any securities, or a solicitation of any vote or approval,
nor shall there be any sale or exchange of securities in any
jurisdiction in which such offer, solicitation, sale, or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
For investor and media inquiries, please
contact:
David YanEmail:
david.yan@alphavestacquisition.com203-998-5540
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