AMC Robotics Corp

Organization and Business

The Company and its subsidiaries and consolidated entities as of December 31, 2025 are as follows:

AMC Corporation (“AMC” or the “Predecessor”) was incorporated in the State of Washington on October 21, 2021. The Company designs and sells residential and small-business security camera products, including YI dome guard, home camera, and outdoor camera devices, which are sourced from suppliers in Asia and sold primarily through e-commerce platforms in the United States, Canada, and Europe.

On December 9, 2025, AMC completed a business combination with AlphaVest Acquisition Corp., a special purpose acquisition company. Following the transaction, the surviving public entity was renamed AMC Robotics Corporation (the “Company” or the “Successor”). AMC became a wholly owned subsidiary of AMC Robotics Corporation. Unless otherwise indicated, references to the “Company” refer to AMC Robotics Corporation and its consolidated subsidiaries.

Reverse Recapitalization and Basis of Presentation

On December 9, 2025, the Company consummated a business combination with AlphaVest Acquisition Corp., a special purpose acquisition company (the “SPAC” or “AlphaVest”). The transaction was accounted for as a reverse recapitalization in accordance with ASC 805-40, with AMC determined to be the accounting acquirer.

Under this method of accounting, the transaction is accounted for as a reverse recapitalization and is treated as a capital transaction rather than a business combination. Accordingly, the assets and liabilities of AlphaVest were recognized at their historical carrying values, with no goodwill or identifiable intangible assets recorded. AlphaVest’s historical equity accounts were eliminated and the equity structure was retroactively adjusted to reflect that of the combined company. The net assets received from AlphaVest were recognized as a capital contribution, with the offset recorded within additional paid-in capital (“APIC”).

As a result, the consolidated financial statements represent a continuation of AMC’s historical financial statements. The equity structure has been retroactively adjusted to reflect the legal capital structure of AMC Robotics Corporation, and all issued and outstanding shares and capital contributions have been restated for all periods presented. In connection with the Business Combination and related transactions:

As a result of the Business Combination and related transactions, total shares outstanding increased from 18,000,000 shares as of January 1, 2025 to 22,595,363 shares as of December 31, 2025.

The detailed impact of these transactions on stockholders’ equity is presented in Note 14 – Stockholders’ Equity and the Consolidated Statement of Changes in Stockholders’ Equity (Deficit).

Variable Interest Entities

Historically, the Company conducted certain e-commerce operations through contractual arrangements with:

These entities held e-commerce platform accounts and authorized the Company to operate the online stores pursuant to authorization agreements. Xiaoyun and Yishijue had no substantive operations other than holding the authorized stores.

Based on the nature and purpose of these entities and the related contractual arrangements, the Company determined that Xiaoyun and Yishijue were variable interest entities (“VIEs”), and that the Company was the primary beneficiary. Accordingly, the Company consolidated Xiaoyun and Yishijue during the periods in which it held a controlling financial interest.

Ants Technology (HK) Limited (“Ants”) was not considered a VIE, as it engaged in substantive independent business activities and was not designed to pass variability to the Company.

Termination of VIE Arrangements and Deconsolidation

On December 1, 2025 (the “Effective Date”), the Company completed the transfer of ownership and operational control of the e-commerce platform accounts from Shanghai Xiaoyun Technology Limited (“Xiaoyun”) and Kunshan Yishijue Technology Limited (“Yishijue”) to the Company and terminated the related authorization agreements. As a result, the Company no longer held variable interests in these entities and ceased to be their primary beneficiary under ASC 810.

Accordingly, Xiaoyun and Yishijue were deconsolidated as of the Effective Date. The consolidated financial statements for the year ended December 31, 2024 continue to include these entities, as the Company was the primary beneficiary during that period.

Upon deconsolidation, the Company derecognized the following carrying amounts of assets and liabilities:

The Company also derecognized cumulative translation adjustments of $6,091 associated with these entities. As a result of the deconsolidation, the Company recognized a loss of $5,310, which is presented inother income (expense) in the consolidated statements of operations for the year ended December 31, 2025.

The Company did not retain any equity interest in Xiaoyun or Yishijue upon deconsolidation. Accordingly, no retained interest was measured at fair value.

Following the deconsolidation, the Company does not have any continuing involvement with Xiaoyun or Yishijue, nor does it have any obligation to provide financial support or absorb losses from these entities. As of December 31, 2025, the Company has no continuing exposure to loss related to these entities.

The deconsolidation did not result in significant cash inflows or outflows and has been reflected as anon-cash transaction in the consolidated statement of cash flows.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its subsidy and VIEs, and all intercompany balances and transactions have been eliminated in consolidation. The accounting policies applied are consistent with those of the prior year, and the consolidated financial statements reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of December 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended. Par value of common stock, additional paid-in capital and share data have been retroactively restated to give effect to reverse recapitalization.

The Company’s fiscal year-end date is December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and its consolidated VIEs. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for credit losses, valuation of inventory, estimated replacement rates to calculate warranty liabilities and warranty expenses.

Foreign Currency and foreign currency translation

The Company’s reporting currency is the U.S. dollar (“USD”). The functional currency of AMC Robotics Corporation is USD, while the functional currency of its former variable interest entities (“VIEs”) was Renminbi (“RMB”). The VIEs were deconsolidated effective December 1, 2025 and were consolidated from January 1, 2024 through November 30, 2025; accordingly, foreign currency translation applies to the VIEs’ results for that period. For the year ended December 31, 2024, the VIEs were consolidated for the full year. Transactions denominated in currencies other than the functional currency are translated at exchange rates prevailing on the transaction dates, with resulting gains and losses recorded in other income (expense). Assets and liabilities are translated at period-end exchange rates at the period, while revenues and expenses are translated at average exchange rates, with translation adjustments recorded in accumulated other comprehensive income. The impact of foreign currency exchange on the Company’s consolidated financial statements was not significant for the periods presented, primarily due to the deconsolidation of the VIEs during 2025.

Cash and Cash Equivalents

Cash consists of cash on deposit with financial institutions that is unrestricted as to withdrawal or use. Cash equivalents include highly liquid investments with original maturities of three months or less at the time of purchase.

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents primarily consist of investments in money market funds.

As of December 31, 2025 and 2024, the Company had cash and cash equivalent balances of $7,004,601 and $358,887, respectively. Cash equivalents include investments in money market funds with original maturities of three months or less .

The Company maintains its cash balances with financial institutions in the United States. These balances may, at times, exceed federally insured limits of $250,000 per depositor per financial institution provided by the Federal Deposit Insurance Corporation (“FDIC”). A portion of these balances, including amounts held in money market accounts, was not insured by the FDIC. The Company has not experienced any losses on these accounts and management believes the Company is not exposed to significant credit risk on such balances.

Accounts receivable and Accounts receivable- related party

Accounts receivable is stated at the amount the Company expects to collect from customers through e-commerce platforms. Accounts receivable—related party represents amounts due from Kami Vision Incorporated (“Kami”) for revenue-sharing arrangements. Refer to Note 8—Related Party Balances and Transactions.

The Company evaluates expected credit losses on accounts receivable using a loss-rate method in accordance with ASC 326. This method considers historical loss experience, current conditions, and reasonable and supportable forecasts, including macroeconomic factors such as inflation, real GDP growth, unemployment rates, and industry trends.

As of December 31, 2025 and 2024, no allowance for credit losses was recorded for accounts receivable and accounts receivable—related party, as the Company’s historical loss experience has been insignificant and the risk of non-collection is considered remote. The Company writes off receivable balances when all collection efforts have been exhausted and recovery is deemed unlikely. To date, the Company has not experienced material uncollectible accounts receivable and accounts receivable—related party.

Other receivable- related party, net

Other receivables – related party primarily consists of receivable from Kami for marketing subsidy and receivable from Ants. The balances presented on the consolidated balance sheets are net of allowance for credit losses. Refer to Note 8 “Related party balances and transactions”. In connection with the assessment of current expected credit loss under ASC Topic 326, Measurement of Credit Losses on Financial Instruments (ASU 2016-13), the Company recorded reversal for credit losses of $1,262,146 against receivables due from Ants during the year ended December 31, 2024, using the loss-rate method. Refer to the above section of “Accounts receivable and Accounts receivable- related party” for details about the loss-rate method, and to Note 8 – “Provision for Credit Losses – Related Party” for information regarding the reversal and provision for credit losses related to Ants Technology (HK) Limited.

Inventories, net

The inventory costs include the product costs and the freight-in costs. Product costs are based on the purchase price using the moving average cost method. On a monthly basis, product costs are recalculated based upon the average product cost per unit. Freight-in costs are allocated to each product using the average freight-in cost per unit.

Inventories are stated at lower of cost or net realizable value. The Company evaluates inventories on a quarterly basis for potential net realizable value adjustments, reducing the carrying value of inventories that exceed their estimated net realizable value. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Any excessive spoilage is recorded as current period charges.

During the years ended December 31, 2025 and 2024,100% of inventories, were purchased from related parties, Senslab HK Limited and its subsidiary Senslab Technology Co., Ltd (collectively referred to as “Senslab”). Refer to Note 13 “Concentration Risk” for purchases from each supplier underSupplier Concentration. AMC Robotics Corporation has secured favorable payment terms with Senslab, extending the payment period from 60 days to 180 days.

Deferred Offering Costs

Costs directly attributable to the Business Combination are accounted for as deferred offering costs in accordance with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A. These costs primarily consist of legal, advisory, and other professional fees directly attributable to the Business Combination and are recorded as deferred assets prior to the closing of the transaction. Costs that are not directly attributable to the Business Combination, including audit, accounting, and financial reporting expenses, are expensed as incurred.

Upon consummation of the Business Combination, deferred offering costs are reclassified to additional paid-in capital as a reduction of the proceeds from the transaction. If the Business Combination had not been completed, such costs would have been expensed upon the termination of such Business Combination.

As of December 31, 2024, the Company had deferred offering costs of $233,339 related to the Business Combination. During the year ended December 31, 2025, the Company incurred additional deferred offering costs of $818,140 in connection with the transaction. Upon the closing of the Business Combination on December 9, 2025, total deferred offering costs of $1,051,479 were reclassified to additional paid-in capital as a reduction of proceeds from the reverse recapitalization. Accordingly, no deferred offering costs remained on the consolidated balance sheet as of December 31, 2025. The total amount of $225,000 deferred offering cost incurred in 2025 was paid in 2026, which presented as non-cash financing activities in the consolidated statement of cash flows.

Proceeds from Business Combination (de-SPAC)

The Company received net proceeds of $8,907,380 after the redemption. These proceeds were further adjusted for transaction costs, Forward Purchase Agreement (“FPA”)–related impacts, deferred offering costs, and other equity adjustments, partially offset by the elimination of the SPAC’s accumulated deficit.

After giving effect to these items, the net impact recorded to additional paid-in capital was approximately $5.1 million. See Note 14 for a detailed reconciliation of the Business Combination and related equity adjustments.

Forward Purchase Agreement

Prior to the Business Combination, AlphaVest entered into a Forward Purchase Agreement (“FPA”) with Harraden Circle Investments and its affiliated entities (collectively, “Harraden”). Pursuant to the FPA and subject to its terms and conditions, Harraden agreed to purchase up to 500,000 public shares of AlphaVest (the “Recycled Shares”) from existing shareholders prior to the Business Combination at the applicable redemption price. In connection with this arrangement, the Company agreed to issue 50,000 additional shares to Harraden as commitment shares, representing 10% of the Recycled Shares.

At the closing of the Business Combination, the Company funded a prepayment amount of approximately $6.68 million to Harraden, calculated based on the Recycled Shares together with the commitment shares and the applicable redemption price. This prepayment was intended to facilitate Harraden’s acquisition and/or holding of the Company’s common stock, which Harraden may resell to third-party investors over a period of up to 12 months following the Business Combination. At the maturity date, Harraden is required to return any unsold shares to the Company; however, Harraden is not obligated to repay the prepayment amount previously received.

The FPA is structured as a prepaid forward transaction in which Harraden may acquire, hold, sell, or otherwise transfer shares, and the ultimate settlement amount is determined based on contractual pricing mechanisms, including volume-weighted average price (“VWAP”) and reset price provisions. Harraden is not required to remit the full proceeds from any sales of shares and retains the economic upside above the contractual pricing thresholds.

Transaction Activity

During the year ended December 31, 2025, the Company funded an aggregate prepayment amount of approximately $6.68 million under the FPA with redemption price of $12.09. Approximately 90% of the total amount was initially recorded as a prepaid asset, while the remaining 10% primarily represents the redemption value associated with the commitment shares, along with related transaction costs.

During 2025, Harraden executed partial settlements and early terminations under the FPA, including:

As of December 31, 2025, Harraden held 141,019 shares of the Company’s common stock associated with the FPA, which may be held in street name and therefore not reflected in the Company’s registered shareholder list

The Company evaluated the Forward Purchase Agreement (“FPA”) under applicable accounting guidance, including ASC 480 and ASC 815, with consideration of key contractual terms such as variable share settlement provisions, reset features, optional early termination rights, and the absence of an obligation for Harraden to return the full proceeds from the resale of shares.

In addition, the Company determined and recorded that the prepaid amount related to the Recycled Shares, together with associated legal fees and commission fees of approximately $697,000, represents financing costs. Accordingly, such amounts were expensed prior to the closing of the Business Combination and subsequently recorded as a reduction to additional paid-in capital upon closing.

The arrangement also includes a prepaid forward component, with settlement dependent on future share prices and the actions of the counterparty. As of December 31, 2025, the Company recorded approximately $1.69 million as a reduction to the equity account, representing the portion of the arrangement for which the Company has not yet received the related economic benefits. Under the terms of the agreement, any unsold shares are required to be returned to the Company at maturity.

Private Investment in Public Equity (“PIPE”) Financing and PIPE Warrants

In connection with the closing of the Business Combination on December 9, 2025 (the “Closing Date”), the Company entered into securities purchase agreements (the “PIPE Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the Company issued an aggregate of 800,000 shares of common stock at a purchase price of $10.00 per share, for gross proceeds of $8,000,000 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the Closing and was accounted for as an equity issuance in accordance with ASC 505, with proceeds recorded within common stock and additional paid-in capital (“APIC”).

In connection with the PIPE Financing, the Company issued warrants to purchase shares of its common stock (the “PIPE Warrants”). At the Closing Date, the PIPE Warrants represented the right to acquire an aggregate of 2,240,000 shares of common stock, with an exercise price of approximately $10.00 per share, subject to adjustment. The PIPE Warrants include provisions under which the exercise price and the number of shares issuable upon exercise are subject to adjustment based on a reference stock price, as defined in the warrant agreements, determined on the reset date of December 30, 2025. As a result of these provisions, the exercise price was adjusted and the total number of shares underlying the PIPE Warrants increased to 5,576,301 shares upon the reset event.

The Company evaluated the PIPE Warrants for classification as either equity or liability instruments in accordance with ASC 480,Distinguishing Liabilities from Equity, and ASC 815-40,Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company determined that the PIPE Warrants failed the indexation guidance under ASC 815-40 due to provisions that introduce variability in the number of shares deliverable upon settlement and are not inputs solely based on the Company’s own stock. Accordingly, the PIPE Warrants were recorded at fair value upon issuance as a derivative liability.

The PIPE Warrant liability was initially recognized at fair value on the issuance date and was remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. For the year ended December 31, 2025, the Company recognized a loss of $25,549,272 related to the change in fair value of the PIPE Warrant liability, which is presented within other income (expense) in the consolidated statements of operations. The increase in the number of underlying shares from 2,240,000 to 5,576,301 during the period contributed to the increase in the fair value of the warrant liability.

Upon the occurrence of the reset event on December 30, 2025, the terms of the PIPE Warrants became fixed, including a fixed exercise price and a determinable number of shares issuable upon exercise. Accordingly, the PIPE Warrants met the criteria for equity classification under applicable accounting guidance and were reclassified from derivative liabilities to equity in the amount of $30,558,129. The reclassification was recorded at the fair value of the PIPE Warrants as of the reclassification date.

The fair value of the PIPE Warrants was estimated using a Black-Scholes option pricing model and was subsequently updated at each reset date to reflect changes in exercise price, number of shares, and the Company’s stock price. The stock price inputs used in the valuation were approximately $10.30 at issuance, $8.76 at the initial reset date, and approximately $6.16 and $5.48 at the December 9, 2025 and December 30, 2025 reset dates, respectively, reflecting the corresponding fair value measurements at those dates. Significant assumptions included expected volatility of approximately 30.0%, risk-free interest rates ranging from approximately 3.6% to 3.7%, a dividend yield of 0%, and an expected term of approximately 4.9 years. Due to the use of significant unobservable inputs, the PIPE Warrant liability was classified as a Level 3 measurement within the fair value hierarchy.

Revenue

The Company generated revenues of $5,980,847 and $10,200,957 for the years ended December 31, 2025 and 2024, respectively.

The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company applies the five-step model to each of its revenue streams, as described below. Revenue is reported net of value added taxes.

Revenue Recognition

Product Revenue

The Company generates product revenue from both third-party customers and related parties, including Kami and ZKCam Technology Limited.

For product sales via e-commerce platforms, primarily Amazon, as well as direct sales to customers, contracts are established through customer orders. The Company has a single performance obligation to deliver products to customers. The transaction price is the fixed sales price, net of promotional discounts offered on the platforms. As there is a single performance obligation, the transaction price is fully allocated to product delivery.

Revenue is recognized at a point in time when control of the products transfers to the customer, which is generally upon shipment. E-commerce platforms facilitate shipping and collection; however, the Company retains control of the products prior to transfer.

For product sales to related parties, including Kami and ZKCam, the terms are generally consistent with those of third-party transactions. The Company recognized the revenue from product sales - related party at a point in time when control of the products is transferred to the related party customer, which is generally upon shipment or delivery, depending on the contractual terms.

Payments are typically received within 3 to 14 days after shipment for e-commerce sales or based on agreed terms for related party transactions. As payments are not generally received in advance, no deferred revenue is recorded.

Revenue Share – Related Party (Kami)

The revenue sharing arrangements with its related party, Kami, related to cloud-based services and intelligent information services.

Cloud-based services

The Company enters into a revenue sharing agreement with Kami, under which the Company refers customers to Kami’s cloud-based services, including video storage, image analysis and alert-based features. The Company’s performance obligation is to provide referral services, and it does not control the underlying services provided by Kami.

Revenue is recognized when an end user referred by the Company subscribes to Kami’s cloud services and makes a payment. Kami provides the Company with a monthly statement summarizing the revenue share generated from customers referred by the Company. The Company recognizes revenue in the period in which the underlying subscription revenue is earned by Kami and reported to the Company.

Under the original agreement, the Company was entitled to 30% of subscription revenues for new customers during the first year of subscription, 15% during the second year, and no revenue share thereafter. Effective July 1, 2025, the Company entered into an amended agreement with Kami, under which the Company is entitled to 30% of subscription revenues for new customers referred by the Company during the first three years of their recurring subscriptions. In accordance with ASC 606-10-25-12, this modification is not accounted for as a separate contract, as it does not increase the scope of the contract nor does the pricing reflect standalone selling prices for additional goods or services. Accordingly, the modification is accounted for prospectively and did not result in any adjustment to revenue previously recognized.

The transaction price for the revenue share is based on fixed contractual percentages of subscription revenues earned by Kami from referred customers and does not include variable consideration or non-cash consideration. The Company has concluded that it acts as an agent in this arrangement and therefore recognizes revenue on a net basis representing its share of the consideration received.

Intelligent information services

Beginning in the fourth quarter of 2025, the Company generated revenue from arrangements with related parties associated with intelligent information services. These arrangements are linked to products previously sold by the Company, where the Company enables access to downstream data-related monetization channels developed and operated by its business partners.

The Company does not control the underlying services provided to end users and does not have an ongoing obligation to perform services after the initial enablement. Accordingly, the Company’s role is limited to facilitating access to these arrangements, and it participates in a share of revenues generated by its business partners.

Revenue is recognized when the underlying services are delivered by the business partners to end users and the related consideration is earned and becomes determinable. The Company recognizes revenue on a net basis, representing its share of the amounts received, consistent with its conclusion that it acts as an agent in these arrangements.

Product Return Policy

The Company has a product return policy that permits e-commerce platform customers in North America to return products within 30 days from the date of purchase. For items purchased during the holiday season from October to December, the return period is extended until the end of January in the following year. For customers in Europe, the return period for e-commerce platforms is 30 days from the date of purchase. Within these specified periods, the Company offers a full refund for returned products, provided the return criteria are met.

The Company recognizes revenues adjusted for returns based upon the e-commerce platform statements, which reflect the actual refunds for returns. The Company reviews the subsequent statements after the reporting date and adjusts revenue for returns related to sales in the reporting period accordingly. For returns occurring during the reporting period, adjustments are made in the month of the return. During the years ended December 31, 2025 and 2024, the Company’s revenue was not significantly impacted by returns due to the short-term free return policy.

For revenue sharing derived from related party arrangements with Kami, including revenue sharing from cloud-based service and intelligent information service, there are no product return rights or refund obligations applicable to the Company. These revenues are based on subscription or service usage by end users of Kami’s platform and are recognized based on amounts reported by Kami. As such, no returns or refund estimates are recorded for these revenue streams.

Product Warranty

The Company provides standard product warranties to customers who purchase products through e-commerce platforms. For customers in North America, the Company offers a one-year warranty from the date of purchase covering replacement of malfunctioning products. For customers in Europe, the warranty period extends to two years from the date of purchase.

These warranties are assurance-type warranties as defined under ASC 606 and do not provide services beyond assuring that the product complies with agreed-upon specifications. Accordingly, the warranties are not accounted for as separate performance obligations. The estimated costs of fulfilling warranty obligations are accrued at the time of sale and recorded as warranty liabilities, with a corresponding adjustment to sales and marketing expenses.

Gross versus Net Revenue Presentation

The Company evaluates whether it acts as a principal or agent in accordance with ASC 606.

For product sales via e-commerce platforms, the Company acts as a principal and recognizes revenue on a gross basis, as it controls the products prior to transfer to customers, bears inventory risk, sets pricing, and is responsible for fulfillment.

For revenue sharing arrangements with Kami, including both cloud-based service and intelligent information service, the Company acts as an agent, as it does not control the underlying services provided to end users and has no ongoing performance obligation after the initial enablement. Accordingly, revenue is recognized on a net basis, representing the Company’s share of the consideration generated from end users.

Cost of revenues

Cost of revenues includes cost of products, e-commerce platform fees, delivery and freight costs, and inventory impairment loss. The Company expenses cost of revenues in conjunction with sales as incurred. The Company incurred cost of revenues of $3,127,699 and $9,544,977 for the years ended December 31, 2025 and 2024, respectively.

General and administrative expenses

General and administrative expenses primarily consist of costs for consulting fee, payroll expenses, storage fees, and professional fees. The Company has expensed all general and administrative expenses costs as incurred. For the years ended December 31, 2025 and 2024, the Company incurred general and administrative expenses of $2,687,250 and $2,190,635 respectively.

Sales and marketing expenses

Sales and marketing expenses primarily consist of costs for the promotion of business brand and product marketing and warranty expenses. The Company expensed all marketing and advertising costs as incurred. For the years ended December 31, 2025 and 2024, the Company incurred sales and marketing expenses of $612,992 and $2,026,051, respectively.

Provision for credit losses

The Company determines expected credit losses using the loss-rate method, applying estimated loss rates to the balances of accounts receivable, other receivables, and related party receivables.

For the year ended December 31, 2025, the Company recordedno provision for credit losses. For the year ended December 31, 2024, the Company recorded a net reversal of credit losses of $1,262,146, primarily reflecting the recovery of amounts previously reserved in prior periods.

As of December 31, 2025 and 2024, the allowance for credit losses was not material.

Warranty expenses

Sales of products via the e-commerce platforms include warranties to customers that replace malfunctional products. These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified for one or more years. Therefore, warranties are not considered separate performance obligations in the arrangement. Instead, the expected cost of warranties is accrued as an expense in accordance with authoritative guidance.

Other income/(expense)

Other income – related party consists of subsidy income received from Kami to support the Company’s marketing campaigns on e-commerce platforms. For the years ended December 31, 2025 and 2024, the Company recognized other income – related party of $1,217,586 and $1,779,528, respectively. Please refer to Note 8 – Related Party Balances and Transactions for further details.

Other income from non-related parties primarily consists of income from the resale of returned or replaced products and foreign exchange gains. Other expenses primarily consist of donation expenses. For the years ended December 31, 2025 and 2024, the Company recognized net other income of $39,675 and $31,577, respectively.

Comprehensive loss

The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss and its components in a full set of financial statements. Comprehensive loss is defined to include all changes in equity of the Company during a period arising from transactions and other events and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the periods presented, the Company’s comprehensive loss includes net loss and other comprehensive loss, which primarily consists of the foreign currency translation adjustments.

Income taxes

The Company accounts for income taxes in accordance with ASC 740,Income Taxes. The provision for income taxes is determined using the asset and liability approach, under which deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to apply in the periods in which those differences are expected to reverse.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that such assets will not be realized. In assessing the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating results, projections of future taxable income, and the expected timing of reversal of existing temporary differences. Based on this assessment, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2025 and 2024.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the position will be sustained upon examination. Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense. As of December 31, 2025 and 2024, the Company had no material uncertain tax positions. The Company’s tax returns remain subject to examination by taxing authorities for all years since inception.

Net income (loss) per share

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential dilutive shares of common stock outstanding during the period using the treasury stock method or if-converted method, as applicable.

For the year ended December 31, 2025, the Company reported a net loss of $24,817,342, primarily attributable to a non-cash loss from the change in fair value of the PIPE warrant liability. As a result of the net loss, all potentially dilutive securities, including outstanding warrants, were considered anti-dilutive and were therefore excluded from the computation of diluted net loss per share. Accordingly, basic and diluted net loss per share were the same for the year ended December 31, 2025.

For the year ended December 31, 2024, the Company also reported a net loss, and similarly, all potentially dilutive securities were excluded from the calculation of diluted net loss per share as their inclusion would have been anti-dilutive.

Fair value measurements

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the input used in measuring fair value as follows:

The carrying values of cash, accounts receivable, advance to suppliers, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate fair value due to the short-term nature of these instruments. Pursuant to ASC 820 and ASC 825, the fair value of cash is determined based on Level 1 inputs.

During the year ended December 31, 2025, the Company had financial liabilities measured at fair value related to PIPE Warrants, which were classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs. These liabilities were reclassified to equity during the year. As of December 31, 2025, the Company did not have any Level 2 or Level 3 financial assets or liabilities.

The following table presents a roll forward of the Company’s Level 3 financial liabilities (PIPE Warrant liability) for the year ended December 31, 2025:

The fair value of the PIPE Warrants was determined using a valuation model incorporating significant unobservable inputs and was classified as Level 3 within the fair value hierarchy.

Segment reporting

ASC 280Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. Operating segments are defined as components of an enterprise which engage in business activities from which they may earn revenues and incur expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision maker, which is the company’s chief executive officer (CEO), in deciding how to allocate resources and in assessing performance. Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenue, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments. AMC Robotics Corporation has Amazon online accounts in the U.S., Canada, and Europe. Revenue from the Canadian Amazon online store does not exceed 10% of the total revenue. Therefore, AMC Robotics Corporation has determined that it hastwo primary operating segments (1) North America and (2) Europe. Given that the two VIEs, Xiaoyun and Yishijue, areheadquartered and operated in China, theconsolidated financial statements are bifurcated into three segments: (1) North America, (2) Europe, and (3) China.

Recently issued accounting pronouncements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. Because of the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09,Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures. The standard is effective for the Company for annual periods beginning after December 15, 2024. The Company elected to prospectively adopt the guidance in ASU 2023-09 for the year ended December 31, 2024.

On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific expenses by requiring PBEs to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. The ASU does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.

In July 2025, the Financial Accounting Standards Board issued ASU 2025-05,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends the guidance in ASC 326. The amendments simplify the measurement of expected credit losses for accounts receivable and contract assets by permitting entities to use a practical expedient based on historical loss rates, adjusted for current conditions and reasonable and supportable forecasts.

The amendments in this update are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and does not expect the adoption of this guidance to have a material impact.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. We do not discuss recent standards that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. As a result, the Company’s financial statements may not be comparable to those of public companies that are not emerging growth companies and that are required to comply with new or revised accounting standards on earlier effective dates.

Accounts receivable represent amounts due from customers arising in the ordinary course of business, primarily related to revenues generated from e-commerce platform sales and service arrangements.

As of December 31, 2025 and 2024, accounts receivable were $427 and $54,302, respectively. The outstanding balances primarily relate to receivables from third-party e-commerce platforms and customers for completed transactions.

The Company evaluates accounts receivable for expected credit losses in accordance with ASC 326 using a loss-rate method based on historical collection experience, current conditions, and reasonable and supportable forecasts. As of December 31, 2025 and 2024, all accounts receivable were aged less than 180 days.

Based on this assessment, the Company determined that an allowance for credit losses was not material as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company had inventory balances of $1,069,465 and $3,555,876, consisting of the following:

For the year ended December 31, 2025, the Company recognized an inventory impairment provision of $163,037, as the inventory cost exceeded its net realizable value, and recorded a reduction of $692,823 for inventories that were removed, sold, or replaced under warranty. For the year ended December 31, 2024, the Company recognized an inventory impairment provision of $1,326,355. The movement of inventory impairment provisions for the years ended December 31, 2025 and 2024 is summarized as follows:

As of December 31, 2025 and 2024, the Company had prepaid expenses of $354,878 and $100,912, respectively. These balances primarily consisted of prepaid federal and state income taxes and other routine prepaid operating expenses. The increase in prepaid expenses as of December 31, 2025 compared to the prior year was primarily attributable to higher prepaid tax balances and timing of payments for operating expenses.

As of December 31, 2025 and 2024, the Company had other receivable balances of $0 and $125,000, respectively.

As of December 31, 2024, the balance consisted of a $70,000 fairness opinion valuation fee and a $55,000 extension fee paid by the Company on behalf of the special purpose acquisition company (“SPAC”) in connection with the proposed Business Combination.

On December 9, 2025, upon the completion of the reverse merger and Business Combination, all receivable balances related to amounts paid by the Company on behalf of the SPAC were eliminated against the SPAC’s corresponding payable balances as part of the transaction. Accordingly, no other receivable balance remained outstanding as of December 31, 2025.

The Company does not expect to incur credit losses related to other receivables.

The Company entered into multiple non-interest-bearing promissory note arrangements with AlphaVest Acquisition Corp. (the “SPAC”) to fund costs associated with extending the SPAC’s business combination period and to support its working capital requirements.

Promissory Note 1

On May 2, 2024, the Company issued a promissory note to the SPAC (“Promissory Note 1”), allowing the SPAC to borrow up to an aggregate of $440,000. The note bears no interest and was originally payable on the earlier of (i) December 12, 2024 or (ii) promptly after the date on which the SPAC consummates an initial business combination.

On January 6, 2025, the note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated. On March 25, 2025, the note was further amended to increase the principal amount to $935,000.

Promissory Note 2

On May 2, 2024, the Company issued a second promissory note to the SPAC (“Promissory Note 2”), allowing the SPAC to borrow up to an aggregate of $126,000. The note bears no interest and was originally payable on the earlier of (i) December 12, 2024 or (ii) promptly after the date on which the SPAC consummates an initial business combination.

On January 6, 2025, the note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

Promissory Note 3

On October 11, 2024, the Company issued a third non-interest-bearing promissory note to the SPAC (“Promissory Note 3”), allowing the SPAC to borrow up to $100,000 to support working capital requirements. The note was originally due on the earlier of (i) December 31, 2024 or (ii) promptly after the date the business combination is consummated.

On January 6, 2025, the note was amended and restated to:

On April 13, 2025, the Company further amended the note to increase the principal amount to $350,000.

Aggregate Activity and Settlement

During the year ended December 31, 2025, the SPAC drew additional amounts under promissory notes. The total outstanding balance under all promissory notes immediately prior to the closing of the Business Combination was $2,117,929.

In connection with the closing of the Business Combination on December 9, 2025, $678,449 of the outstanding balance was repaid in cash. The remaining balance was settled through a combination of (i) an offset against amounts payable to AlphaVest of $1,272,419 and (ii) payments of transaction-related expenses, which were recorded as a reduction to additional paid-in capital.

Upon completion of the reverse recapitalization, all intercompany promissory note balances between the Company and the SPAC, including promissory note receivable and payable balances, were eliminated in consolidation.

As of December 31, 2025 and 2024, the Company’s promissory note receivable balances were $0 and $623,449, respectively.

Credit Risk

The promissory notes were issued to the SPAC in connection with the business combination transaction. Upon completion of the Business Combination, the receivable balances were eliminated through the reverse recapitalization accounting.

Accordingly, the Company does not expect to incur credit losses related to these promissory notes.

The Company engages in transactions with related parties in the normal course of business. The principal related parties with which the Company had transactions during the years ended December 31, 2025 and 2024 are as follows:

Impact of Related Party Transactions on Operations

During the years ended December 31, 2025 and 2024, related party transactions had the following impact on income (loss) before income tax:

Related Party Balances

As of December 31, 2025 and 2024, balances with related parties were as follows.

Specifically, transactions with each related party presented in the above tables are as follows:

Senslab HK Limited and Senslab Technology Co., Ltd

Sean Da, the Company’s majority stockholder, owns approximately 38% of Senslab Technology Co., Ltd. (“Senslab SH”), which owns 100% of Senslab HK Limited (“Senslab HK”). Both entities are therefore considered related parties of the Company.

Historically, the Company procured security cameras from Senslab HK. Senslab HK purchased the products from Senslab SH and exported them to the Company. Beginning in the fourth quarter of 2023, after Senslab SH obtained import and export trade approval, the Company also began purchasing security cameras directly from Senslab SH.

During the years ended December 31, 2025 and 2024, the Company purchased security cameras from Senslab HK in the amounts of $0 and $539,068, respectively. During the same periods, purchases from Senslab SH totaled $186,005 and $6,347,602, respectively. The significant decrease in purchases from related party suppliers in 2025 was primarily due to a shift in the Company’s business model toward higher-margin revenue streams, including revenue sharing and intelligent information services, which reduced the Company’s reliance on product sales and corresponding inventory purchases.

As of December 31, 2025 and 2024, accounts payable due to Senslab HK were $0 and $2,285,008, respectively. Accounts payable due to Senslab SH were $0 and $6,258,235, respectively.

As of December 31, 2024, total accounts payable to Senslab HK and Senslab SH aggregated $8,543,243, representing approximately 89% of the Company’s total liabilities. During 2025, the Company settled all outstanding balances payable to Senslab HK and Senslab SH. Accordingly, as of December 31, 2025, there were no outstanding accounts payable balances due to either entity.

The settlement of these balances during 2025 significantly reduced the Company’s concentration of liabilities with related-party suppliers compared to the prior year.

Ants Technology (HK) Limited

The Amazon online store for the North America region historically operated under Ants Technology (HK) Limited (hereinafter referred to as “Ants”). Ants authorized the Company to utilize its Amazon account free of charge for a period of five years, commencing on October 21, 2021 (hereinafter referred to as the “Authorization Agreement”).

In January 2025, the Company terminated the Authorization Agreement early and assumed ownership and control of the Amazon online store from Ants. Ants transferred to the Company all of its ownership interests in the Amazon online store, including, but not limited to, ownership of the shop, business operation rights, customer resources, operational and technical data, brand usage rights, intellectual property rights (such as trademarks, patents, and copyrights, if applicable), and other assets and rights related to the operation of the Amazon online store.

Sean Da, the Company’s majority stockholder, owns 95% of Ants.

Prepayment – Related Party

Upon signing the Authorization Agreement, the Company agreed to sell Ants’ remaining camera inventories and reimburse certain costs incurred by Ants on its behalf. To facilitate these payments, the Company prepaid Ants $359,192 in 2022.

The prepayment is amortized based on (i) revenue collected from the sale of Ants’ inventories, (ii) reimbursements of costs incurred by Ants, and (iii) financial consulting fees payable to Ants beginning January 1, 2025 for bookkeeping support services at a monthly rate of $5,000.

For the year ended December 31, 2025, the Company recognized $60,000 of financial consulting fees. Revenue collected from the sale of Ants’ inventories was not material for the years presented.

As of December 31, 2025 and 2024, the remaining prepayment balance was $66,844 and $126,965, respectively.

Other receivable – related party (Ants)

As of December 31, 2025 and 2024, the Company had gross “other receivable – related party” balances due from Ants of $4,872 and $1,790,009, respectively. The substantial decrease in 2025 primarily reflects settlement and collection of outstanding balances from prior periods.

The following table presents the movement of “other receivable – related party” balances due from Ants:

Provision for credit losses – related party

The Company recorded a provision for credit losses of $1,262,146 during the year ended December 31, 2023 related to amounts due from Ants. During the fourth quarter of 2024, the Company reversed the full $1,262,146 allowance previously recorded, as collectability improved and subsequent settlement activity supported recovery of the outstanding balance.

During the year ended December 31, 2025, Ants remitted substantial payments and other settlements were completed, significantly reducing the outstanding related-party receivable balance. As a result of these collections and settlements, management concluded that no allowance for credit losses was required as of December 31, 2025.

Accordingly, the allowance for credit losses was $nil as of both December 31, 2025 and 2024. The carrying value of “other receivable – related party” due from Ants was $4,872 and $1,790,009 as of December 31, 2025 and 2024, respectively.

The following table presents the movement of the allowance for credit losses:

Note payable – related party

On January 1, 2023, the Company entered into a revolving loan agreement with Ants to borrow up to $1,200,000 during the period from January 1, 2023 through December 31, 2024. The loan was unsecured and bore interest at a daily rate not exceeding 0.041%. The outstanding balance and any accrued interest were payable on demand.

As of December 31, 2025 and December 31, 2024, the Company had no outstanding principal balance or accrued interest under this loan agreement. For the years ended December 31, 2025 and 2024, the Company incurred $nil and $18,999 of interest expense, respectively, related to this loan agreement.

Kami Vision Incorporated

Sean Da, the Company’s majority stockholder, also serves as Chief Executive Officer of Kami Vision Incorporated (“Kami”) and holds approximately 80% ownership of Kami . Accordingly, transactions between the Company and Kami are considered related-party transactions.

Revenue-Sharing Arrangement – Cloud Services

In October 2021, the Company entered into a revenue-sharing agreement with Kami related to cloud-based services associated with the Company’s products. These services include storage of recorded video data, image analysis, and alert and intelligent detection services provided to end users.

Under the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenues generated from those customers.

On July 1, 2025, the Company entered into an amended agreement with Kami to revise the revenue-sharing percentages applicable to subscription revenues from referred customers. The amended terms apply prospectively and do not affect revenue recognized prior to the modification date.

For the year ended December 31, 2025 and 2024, the Company recognized revenue of $2,895,956 and $2,754,788, respectively, from this revenue-sharing arrangement.

Revenue-sharing arrangement - Intelligent Information Service Agreement

On October 1, 2025, the Company entered into a revenue-sharing arrangement related with Kami.

Under the arrangement, Kami operates an artificial intelligence-driven information distribution platform and related application, which utilizes hardware products sold by the Company to generate monetization opportunities. Kami manages all aspects of the platform operations, including content distribution, pricing, bidding processes, and relationships with third-party traffic or content providers.

The Company does not operate the platform or application, does not control the underlying services provided to end users, and does not have any ongoing performance obligations after the sale of its hardware products. Instead, the Company is contractually entitled to receive 30% of net monetization revenue generated by Kami from users associated with the Company’s products. Net monetization revenue represents gross receipts collected by Kami from third-party platforms, less applicable platform fees and related charges.

The Company concluded that it acts as an agent in this arrangement, as it does not control the services provided to end users, does not determine pricing, and does not receive gross consideration from third-party platforms. Accordingly, revenue is recognized on a net basis equal to the Company’s contractual share of monetization revenue in accordance with ASC 606.

For the year ended December 31, 2025, the Company recognized $222,661 of revenue under this agreement.

Accounts receivable – related party

Accounts receivable – related party primarily represent amounts due from Kami under the Company’s revenue-sharing arrangements, including the Intelligent Information Service Agreement described above. These balances represent the Company’s contractual share of monetization revenues earned but not yet remitted by Kami as of the respective reporting dates.

Other receivable – related party as of December 31, 2024 primarily related to amounts due from Ants under prior operating arrangements. These balances were substantially settled during the year ended December 31, 2025, resulting in no outstanding balance as of December 31, 2025.

The increase in accounts receivable – related party as of December 31, 2025 compared to December 31, 2024 primarily reflects increased monetization activities under arrangements with Kami and the timing of settlements.

Subscription Receivable – Related Party

In June 2025, the Company entered into a subscription agreement with Kami Vision Incorporated (“Kami”), pursuant to which Kami subscribed for 228,571 shares of the Company’s common stock for a total purchase price of $5,000,000.

The Company received the full subscription proceeds during 2025, and the transaction was recorded within stockholders’ equity. Accordingly, no subscription receivable was outstanding as of December 31, 2025.

Other Receivable – Related Party and Marketing Incentive Subsidy Income

The Company entered into market promotion subsidy agreements with Kami effective January 1, 2024 and January 1, 2025, respectively. Under these agreements, Kami agreed to provide an annual subsidy of up to $2 million for each of the years 2024 and 2025 to support the Company’s marketing activities related to Kami’s cloud services.

The subsidy amounts are determined based on agreed marketing activities performed and are invoiced periodically by the Company to Kami. As these amounts are not generated from the Company’s primary revenue-producing activities, they are recognized as other income, with the related receivable recorded as “other receivable – related party.”

For the years ended December 31, 2025 and 2024, the Company recognized marketing incentive subsidy income of $1,217,586 and $1,779,528, respectively.

As of December 31, 2025 and 2024, the Company had other receivable – related party balances of $nil and $169,833, respectively. The decrease in 2025 primarily reflects the collection of outstanding balances from Kami.

PIPE Financing Funds

In September 2025, the Company received $4,000,000 from Kami Vision Incorporated (“Kami”) in connection with the PIPE financing. The funds were received prior to the closing of the Business Combination and were subject to completion of the transaction. Accordingly, the Company recorded the amount as a liability within “PIPE financing proceeds received in advance.”

Upon the closing of the Business Combination in December 2025, the PIPE financing was completed and total proceeds of $5,500,000 from Kami were received. The total amount of $5,500,000 includes previously recorded advance, together with additional proceeds received at closing, was reclassified to stockholders’ equity (common stock and additional paid-in capital).

In connection with the PIPE financing, the Company also issued warrants to purchase shares of its common stock (the “PIPE Warrants”) to Kami. The PIPE Warrants issued to Kami represent the right to acquire 1,540,000 shares of common stock, based on the terms of the PIPE financing.

Product revenue – related party

To promote adoption of Kami’s cloud subscription services, Kami launched a promotional campaign beginning in the third quarter of 2024 under which customers received a complimentary security camera upon subscribing to Kami’s cloud services. As part of this promotion, Kami purchased security cameras from the Company.

For the years ended December 31, 2025 and 2024, product revenue – related party from Kami totaled $3,833 and $6,270, respectively. The decline in 2025 reflects reduced promotional procurement activity following the initial launch of the promotional campaign in 2024.

Consulting fee

The Company engaged certain employees of Kami Vision Incorporated (“Kami”) to provide services as contractors. For the years ended December 31, 2025 and 2024, the Company paid Kami consulting service fees of $234,911 and $334,317, respectively. These amounts were recorded within general and administrative expenses in the consolidated statements of operations.

There were no outstanding balances payable to Kami related to consulting services as of December 31, 2025 or 2024.

Sean Da

As of December 31, 2025 and 2024, amounts due from the Company’s majority stockholder were $440,596 and $15,862, respectively, and are included within “other receivable – related party” in the consolidated balance sheets. These balances primarily represent advances made for business travel and related expenditures incurred on behalf of the Company.

As of December 31, 2024, the balance of $15,862 represented a note receivable from the stockholder, which was fully repaid during the year ended December 31, 2025.

Beginning in January 2025, the Company made advance payments to the Company’s majority stockholder, Sean Da, to cover business travel and other operating expenditures incurred on behalf of the Company. These advances are recorded within “other receivable – related party” until the related expenses are substantiated and recognized in the Company’s financial statements.

For the year ended December 31, 2025, business travel expenses of $91,665 were incurred on behalf of the Company and recognized as operating expenses. As of December 31, 2025, the remaining balance of $440,596 represents unsubstantiated or unused advances and is included in “other receivable – related party.” The total balance of $440,596 was fully collected in April 2026.

Yunyizhilian Information Technology Co., Ltd

Yunyizhilian Information Technology Co., Ltd. (“Yunyizhilian”) is affiliated with Ants Technology (HK) Limited (“Ants”), which is a related party of the Company.

Amounts due to Yunyizhilian arose from related-party operating and working capital arrangements. The balance outstanding as of December 31, 2024 primarily represented a short-term, non-interest-bearing working capital advance.

The Company evaluated and recorded the related-party payable balance as of December 31, 2025 based on the underlying books and records.

ZKCam Technology Limited

ZKCam Technology Limited (“ZKCam”) is an affiliate of the Company. During the year ended December 31, 2025, the Company entered into transactions with ZKCam in the ordinary course of business, primarily consisting of the sale of products. For the year ended December 31, 2025, product revenue recognized from ZKCam totaled $511,922, compared to $0 for the year ended December 31, 2024.

Amounts due from ZKCam primarily arose from these product sales and represent trade receivables generated in the normal course of business. As of December 31, 2025, the outstanding balance due from ZKCam was $433,888, which is included in accounts receivable – related party in the consolidated balance sheets. These receivables are unsecured, non-interest-bearing, and due on demand. The Company evaluates the collectability of related party receivables on an ongoing basis and believes the outstanding balance as of December 31, 2025 is fully collectible.

There was no balance outstanding as of December 31, 2024. The Company evaluated and recorded the related-party receivable balance as of December 31, 2025 based on the underlying books and records. Management assesses the collectability of related-party receivables on an ongoing basis and believes the outstanding balance as of December 31, 2025 is fully recoverable.

Shanghai Xiaoyun Technology Co., Ltd.

Shanghai Xiaoyun Technology Co., Ltd. (“Xiaoyun”) was previously a variable interest entity (“VIE”) of the Company and was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.

Following the deconsolidation, Xiaoyun is considered a related party of the Company.

Amounts due from Xiaoyun primarily arose from transactions in the ordinary course of business subsequent to deconsolidation. The balance outstanding as of December 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.

There was no balance outstanding as of December 31, 2024.

The Company evaluated and recorded the related-party receivable balance as of December 31, 2025 based on the underlying books and records. Management assesses collectability on an ongoing basis and believes the amount is recoverable as of December 31, 2025.

As of December 31, 2025 and 2024, total accrued expenses and other liabilities were $592,822 and $219,815, respectively.

Accrued expenses and other liabilities primarily consist of short-term operational obligations, including credit card payables, attorney fees payable, audit fees payable, other professional fees payable, and other miscellaneous accrued expenses.

The increase in accrued expenses and other liabilities from $219,815 as of December 31, 2024 to $592,822 as of December 31, 2025 primarily reflects the professional service accruals and insurance premiums during 2025.

On November 4, 2024, Xiaoyun (a variable interest entity previously consolidated by the Company) obtained a short-term bank loan from Hongkong and Shanghai Banking Corporation Limited (“HSBC”) in the amount of RMB 6 million (approximately $821,982). The loan was collateralized by revenues generated from the UK Amazon store, had a six-month term, and bore interest at an annual rate of 8%.

The loan proceeds were used by Shanghai Xiaoyun Technology Limited (“Xiaoyun”), a formerly consolidated variable interest entity, to fund payments to Senslab, a related-party supplier, for inventory procurement associated with the Company’s operations prior to the Business Combination.

As a result, balances arose between Xiaoyun and the Company reflecting the funding and settlement of operating activities. These balances were eliminated upon consolidation in the Company’s consolidated financial statements.

In April 2025, Xiaoyun repaid the RMB 6 million loan in full, including accrued interest, to HSBC. The repayment was funded through operating cash flows and settlements with the Company.

Accordingly:

The Company estimates warranty liabilities based on historical product replacement rates, expected future claims, and estimated shipping and handling costs per unit. Management periodically reassesses the adequacy of the warranty reserve and adjusts the provision as necessary based on actual claims experience and updated assumptions.

During the year ended December 31, 2025, the Company recorded a net reversal of warranty expense of $45,993, reflecting updated estimates of expected warranty claims based on historical experience, recent claim trends, and a reassessment of expected future obligations.

In estimating warranty liabilities, the Company considers historical claim rates, product-specific performance, and applicable warranty terms, including extended warranty periods for certain markets. For products sold in Europe, which are subject to a two-year warranty period, the Company’s estimate incorporates expected claims over the remaining coverage period through 2027.

Warranty claim costs incurred during the year were $458.

As of December 31, 2025, the total warranty liability was $36,833, of which $30,023 was classified as current and $6,810 as non-current.

During the year ended December 31, 2024, the Company recorded warranty expense of $40,724 and incurred warranty claim costs of $39,793. As of December 31, 2024, the total warranty liability was $83,284, of which $69,010 was classified as current and $14,274 as non-current.

The Company determines if an arrangement is a lease at inception. Lease agreements under which the Company is a lessee are evaluated to classify the lease as a finance or operating lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component.

The Company leased an office in New York City with a 39-month term and an option to renew. Payments for this office space include fixed rental payments and do not consist of any variable lease payments that depend on an index or a rate.

In accordance with ASC 842, lease expense for the year ended December 31, 2025 was $67,198. Lease expense for the year ended December 31, 2024 was $nil, as the lease commenced in August 2024 and lease expense for 2024 was not material.

The components of operating lease expense for the years ended December 31, 2025 and 2024 were as follows:

Operating Lease Expense

Right-of-Use Assets and Lease Liabilities

Weighted-Average Lease Term and Discount Rate

Supplemental Cash Flow Information

Future Minimum Lease Payments

The following table summarizes the Company’s future lease payments under the operating lease as ofDecember 31, 2025:

Customer Concentration

The Company’s revenues are concentrated among a limited number of customers. The following customer accounted for 10% or more of total revenues for the years ended December 31, 2025 and 2024:

As of December 31, 2025 and 2024, the following customer accounted for 10% or more of total accounts receivable:

The loss of this customer or a significant reduction in purchases by this customer could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Supplier Concentration

The Company relies on a limited number of suppliers for its inventory purchases. The following suppliers accounted for 10% or more of total purchases for the years ended December 31, 2025 and 2024:

As of December 31, 2025 and 2024, the following suppliers accounted for 10% or more of total accounts payable:

The decrease in supplier concentration in accounts payable as of December 31, 2025 reflects the settlement of outstanding balances with related-party suppliers during the year.

Inventory Storage Concentration

As of December 31, 2025 and 2024, substantially all of the Company’s inventory was stored at third-party logistics facilities.

Reverse Recapitalization

During the year ended December 31, 2025, the Company consummated a Business Combination with AlphaVest Acquisition Corp. (“AlphaVest”), which was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method, the Company is deemed the accounting acquirer, and the transaction is treated as a capital reorganization.

Accordingly, the historical financial statements of the Company became those of the combined entity, and the net assets of AlphaVest were recorded at historical cost, with no goodwill or intangible assets recognized. The excess of net assets received was recorded in additional paid-in capital (“APIC”).

Proceeds and Equity Impact from Business Combination

The following table summarizes the net assets contributed by AlphaVest and the related impact on equity:

PIPE Financing

In connection with the closing of the Business Combination on December 9, 2025, the Company entered into securities purchase agreements with certain investors (the “PIPE Investors”), pursuant to which the Company issued an aggregate of 800,000 shares of common stock at a purchase price of $10.00 per share, for gross proceeds of $8,000,000. The proceeds from the PIPE financing were recorded as an increase to stockholders’ equity.

In connection with the PIPE financing, the Company also issued warrants to purchase shares of its common stock (the “PIPE Warrants”). The PIPE Warrants were initially recognized as a liability and subsequently reclassified to stockholders’ equity during the year ended December 31, 2025 upon the occurrence of certain conditions that resulted in the warrants meeting the criteria for equity classification. As of December 31, 2025, there was no remaining PIPE Warrant liability.

The accounting treatment of the PIPE financing and related PIPE Warrants is further described in Note 2 – Summary of Significant Accounting Policies.

Forward Purchase Agreement (FPA)

Prior to the Business Combination, AlphaVest entered into a Forward Purchase Agreement (“FPA”) with certain investors (the “Purchasers”). The FPA was evaluated under applicable accounting guidance, including ASC 480 and ASC 815.

The details are further described in Note 2 – Summary of Significant Accounting Policies.

Share Issuances

As a result of the Business Combination and related transactions, the Company’s shares of common stock outstanding changed as follows:

Other Equity Adjustments

Additional equity adjustments recorded during the year primarily relate to sponsor-related share issuances, settlement of Forward Purchase Agreement (“FPA”) arrangements, and the deconsolidation of variable interest entities. These transactions did not impact the shares of common stock outstanding but were recorded within additional paid-in capital or accumulated deficit, as applicable.

The Company determines its reportable operating segments using the “management approach” in accordance with ASC 280, Segment Reporting. Under this approach, operating segments are based on the internal reporting structure used by the Company’s chief operating decision maker (“CODM”) to allocate resources and assess operating performance.

The Company’s Chief Executive Officer serves as the CODM and evaluates segment performance primarily based on segment revenue and segment net income (loss).

The Company operates online stores on e-commerce platforms with separate platform accounts serving North America and Europe. Accordingly, the Company has identified two primary operating segments: (1) North America and (2) Europe. Revenue generated through these e-commerce platforms is the primary performance indicator because the Company’s business model is based on selling products through online marketplace stores.

In addition, the Company previously consolidated two variable interest entities (“VIEs”), Xiaoyun and Yishijue, which operated in China. As a result, for purposes of geographic presentation, the Company presents financial information for three geographic areas: North America, Europe, and China. No revenue was generated from China during the year ended December 31, 2025.

Segment revenues are directly attributed to the geographic region in which the sales are generated. Cost of revenues and operating expenses are allocated based on the relative proportion of revenue generated by each segment. Interest income and interest expense are allocated based on the use of underlying assets or liabilities within each segment.

Other segment expenses primarily include Amazon storage fees, employee medical insurance expenses, software subscription fees, and business license and permit expenses. These costs are not material individually and are therefore not presented separately.

The following table presents total assets by segment as of December 31, 2025 and 2024.

The Company’s income tax expenses for the years ended December 31, 2025 and 2024 are as follows. The two VIEs have no income taxes during the years ended December 31, 2025 and 2024.

Income Tax

AMC Corporation was incorporated in the State of Washington in the United States and is subject to U.S. federal and state income taxation. For the year ended December 31, 2025, the Company incurred $4,651 in state income tax and $0 in federal income tax. For the year ended December 31, 2024, the Company incurred $nil in federal income tax and $7,824 in state income tax.

The Company’s two variable interest entities (“VIEs”), Xiaoyun and Yishijue, were incorporated in the People’s Republic of China (“PRC”). Under the PRC Enterprise Income Tax Law (“EIT Law”), PRC entities are subject to enterprise income tax at a statutory rate of 25%. Neither VIE incurred income tax expense for the period ended December 1, 2025 (date of termination of VIEs) or for the year ended December 31, 2024 due to operating losses and the existence of full valuation allowances against deferred tax assets.

The tax jurisdictions of AMC Corporation and its VIEs are located in the United States and the PRC. The Company is not subject to income tax in Europe or Canada, as it does not maintain taxable nexus in those jurisdictions.

The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2025 and 2024:

Deferred Tax

As discussed in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to prospectively adopt the guidance in ASU 2023-09 for the year ended December 31, 2024. The following table presents a reconciliation of income taxes computed at the statutory federal income tax rate to the effective tax rate implied by the accompanying Statements of Operations for the years ended December 31, 2025 and 2024, in accordance with ASU 2023-09.

As of December 31, 2025 and 2024, the Company and its two variable interest entities (“VIEs”) had no net deferred tax assets due to a full valuation allowance recorded against deferred tax assets.

In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets depends upon the generation of sufficient future taxable income during the periods in which temporary differences become deductible and net operating loss carryforwards may be utilized. Management considers available evidence, including historical operating results, projected future taxable income, the reversal of existing taxable temporary differences, and feasible tax planning strategies.

Based on this evaluation, management determined that it was more likely than not that the deferred tax assets would not be realized as of December 31, 2025 and 2024, and therefore recorded a full valuation allowance against the deferred tax assets in those periods.

The components of deferred tax assets are as follows:

Uncertain Tax Positions

The Company may have uncertain tax positions arising from the establishment of state income tax nexus through inventories held in various U.S. states under Fulfillment by Amazon (“FBA”) arrangements. Amazon stores the Company’s inventory in multiple states prior to shipment to end customers. These inventory locations may constitute “stock of goods” and create state income tax nexus, potentially subjecting the Company to state income tax filing obligations.

In addition, the Company engages in significant related-party transactions. Such transactions are subject to transfer pricing rules under U.S. and applicable foreign tax laws, including Section 482 of the Internal Revenue Code, which require that intercompany transactions be conducted at arm’s length. The Company maintains transfer pricing documentation intended to support that such transactions are conducted at arm’s length. Transfer pricing determinations involve judgment and are subject to potential challenge by taxing authorities, which could result in adjustments to income allocation among jurisdictions and the assessment of additional taxes, interest, and penalties. The Company evaluates its transfer pricing positions under the more-likely-than-not recognition threshold described below.

In accordance with ASC 740, the Company recognizes the impact of an uncertain income tax position only if it is more likely than not that the position will be sustained upon examination by the relevant taxing authority. The amount recognized is measured as the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement. Tax positions that do not meet the more-likely-than-not recognition threshold are not recorded.

The Company did not recognize any interest or penalties related to uncertain tax positions for the years ended December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company did not record additional liabilities related to uncertain state income tax positions or transfer pricing matters.

Gross Unrecognized Tax Benefits

The following table presents the aggregate changes in the balance of gross unrecognized tax benefits:

The Company classifies interest and penalties related to income taxes as a component of income tax expense. As of December 31, 2025 and 2024, there wereno accrued interest or penalties associated with unrecognized tax benefits.

There are currently no ongoing examinations by federal, state, or foreign taxing authorities. Management does not expect the balance of unrecognized tax benefits to change materially within the next twelve months. Although the Company believes it has adequately provided for reasonably foreseeable outcomes related to tax matters, actual results may differ from management’s estimates.

Statute of limitation

The statute of limitations for US federal tax return and most states is 3 to 4 years. From this guidance the Company has open tax years subject to examination is 2022 – 2024 for both federal and state purposes. However, for states for which the Company has an uncertain tax position, the statute of limitation will not expire since returns for those states were never filed.

As of December 31, 2025, the income tax returns of the Company’s PRC VIEs for the years 2021 through 2025 remain subject to examination by the PRC tax authorities.

In the ordinary course of business, the Company may be subject to various commitments and contingencies, including contractual obligations and potential legal matters.

The Company evaluates such matters in accordance with ASC 450,Contingencies, and records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot be reasonably estimated, the Company discloses the nature of the contingency.

As of December 31, 2025 and 2024, the Company was not subject to any material pending or threatened litigation, claims, or assessments, and did not have any material commitments or contingencies that required accrual or disclosure in the consolidated financial statements.

In accordance with ASC Topic 855 “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025 up until the date that the Company issued these financial statements.

Establishment of Subsidiary

On January 5, 2026, the Company established a wholly owned subsidiary in Vietnam, AMCV Company Limited, to support manufacturing and operational activities related to the Company’s robotics products. The subsidiary had not commenced material operations as of the date of issuance of these financial statements.

Warrants Exercise

Subsequent to December 31, 2025, the Company received and accepted a warrant exercise notice from a holder of its outstanding PIPE warrants. On March 17, 2026, a warrant holder exercised warrants to purchase an aggregate of 5,000 shares of the Company’s common stock at the contractual exercise price per share. The Company received proceeds of approximately $20,085 and issued the corresponding shares in accordance with the terms of the applicable warrant agreement.

Management evaluated this event in accordance with ASC 855 and determined that the warrant exercise represents a non-recognized subsequent event, as it relates to conditions arising after the balance sheet date. Accordingly, no adjustment has been made to the consolidated financial statements as of December 31, 2025.