AMC Robotics Corp

As filed with the Securities and Exchange Commission on October 21, 2026

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of registrant as specified in its charter)

12 East 49 th Street**, Suite 1805**

New York, New York 10017

(734) 709-5127

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

CT Corporation System

28 Liberty Street

New York, NY 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Alan Miller, Esq.

Jeffrey M. Gallant, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44 th Floor

New York, New York 10174

Telephone: (212) 818-8800

Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated October 21, 2026

Preliminary Prospectus

4,685,588 SHARES OF COMMON STOCK OFFERED BY THE SELLING STOCKHOLDER

This prospectus relates to the offer and sale from time to time by Ayame Asset Holdings LLC (the “Selling Stockholder” or the “Investor”) of up to 4,685,588 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 450,000 shares issued to the Investor as a commitment fee (the “Commitment Shares”), (ii) up to 1,570,850 shares issued or issuable upon conversion of (at the assumed conversion price of $2.47 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 16, 2026), or in satisfaction of amounts due under, convertible promissory notes issued or issuable to the Investor (the “Note Shares”) and (iii) up to 2,664,738 shares that we may issue and sell to the Investor pursuant to the standby equity purchase agreement described below (the “Advance Shares” and, together with the Commitment Shares and Note Shares, the “Resale Shares”). The number of Note Shares and Advance Shares registered is an estimate; the actual number issuable will depend on the applicable purchase and conversion prices and other limitations under the Transaction Documents. This prospectus registers resales by the Selling Stockholder and is not an offer of Common Stock by us to the public.

On September 17, 2026, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with the Investor. Under the SEPA, subject to its terms and conditions, we may issue and sell to the Investor from time to time newly issued shares of Common Stock for up to $50.0 million in aggregate gross purchase price during the Commitment Period (as defined in the SEPA). In connection with the SEPA, we also agreed to receive two pre-paid advances evidenced by convertible promissory notes (the “Promissory Notes”) having an aggregate principal amount of up to $3.88 million. The first Promissory Note, with $2.22 million principal, was funded on September 17, 2026 for a cash purchase price of $1.998 million after a 10% original issue discount. The second Promissory Note, with $1.66 million principal and a cash purchase price of $1.494 million after the discount, is subject to the effectiveness of this registration statement, stockholder approval of issuances above certain Nasdaq limitations (the “Exchange Cap”) and other conditions. Additionally, the Investor will not be required to purchase shares, and will not purchase shares, to the extent such purchase would cause the Investor and its affiliates to beneficially own more than 4.99% of our outstanding voting power or number of shares of Common Stock, subject to adjustment (the “Beneficial Ownership Limitation”). We issued 450,000 Commitment Shares to the Investor on September 17, 2026 as a commitment fee. The Investor may require us to issue shares to reduce outstanding amounts under the Promissory Notes, and may convert those notes, in each case at a price determined under the SEPA, Promissory Notes and documents governing the transaction (collectively, the “Transaction Documents”). See “Prospectus Summary—The SEPA.”

We are registering the resale of the Resale Shares pursuant to the registration rights agreement dated September 17, 2026 entered into in connection with the SEPA (the “Registration Rights Agreement”). The Commitment Shares, Promissory Notes, and Common Stock issued or issuable under the SEPA or upon conversion of the Promissory Notes were or will be issued to the Investor in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Investor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the resale of shares of Common Stock acquired by it under the terms of the SEPA.

The Company is not selling any securities under this prospectus, and will receive no proceeds from the resale of Common Stock by the Selling Stockholder; however, the Company may receive up to $50 million in aggregate gross proceeds from the sale of shares of Common Stock to the Investor under the SEPA, subject to the conditions thereof and assuming we register the resale of all of the shares of Common Stock issuable under the SEPA. We received $1.998 million in cash from the first pre-paid advance, before accounting for transaction expenses. If funded, the second pre-paid advance would provide an additional $1.494 million, before accounting for transaction expenses. We may receive cash from any Company-initiated advances under the SEPA only to the extent that purchase proceeds are not applied to offset amounts owed on the Promissory Notes. The amount, timing and availability of any additional cash proceeds depend on our decisions, the trading price and volume of our Common Stock and the satisfaction of certain conditions set out in the SEPA. We cannot assure you that we will sell any further shares or receive the full $50.0 million commitment amount.

We will pay expenses of registering the Resale Shares, other than brokerage or similar fees or commissions payable by the Selling Stockholder and the fees of its counsel for reviewing this registration statement, as provided in the Registration Rights Agreement.

Registration of the Resale Shares does not mean that the Investor will sell any shares. The Selling Stockholder may offer and sell shares from time to time at prevailing market prices, at negotiated prices or otherwise as described in “Plan of Distribution.” Future issuances to the Investor remain subject to the terms of the SEPA, the Promissory Notes, the Beneficial Ownership Limitation, the Exchange Cap and the availability of authorized shares. See section titled “The Standby Equity Purchase Agreement and Related Notes” for further information.

Our Common Stock trades on the Nasdaq Capital Market under the symbol “AMCI.” On October 16, 2026, the last reported sale price was $2.47 per share. You should read this prospectus carefully before investing.

The issuance of substantial additional shares to the Investor, and the Investor’s resale of those shares, could substantially dilute existing stockholders and depress the trading price of our Common Stock. The lower the price at which we issue shares, the more shares we generally must issue to raise a given amount or settle a given amount of note indebtedness. See “Risk Factors—Risks Related to the SEPA.”

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated [ ], 2026

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