08/22/2024 | Press release | Distributed by Public on 08/22/2024 15:13
Item 1.01 | Entry Into a Material Definitive Agreement |
Business Combination Agreement
On August 16, 2024, AlphaVest Acquisition Corp, a Cayman Islands exempted company ("SPAC"), entered into a Business Combination Agreement (the "BCA") by and among (i) SPAC, (ii) AV Merger Sub, a Washington corporation and wholly-owned subsidiary of SPAC ("Merger Sub"), and (iii) AMC Corporation, a Washington corporation (the "Company," and collectively with SPAC and Merger Sub, the "Parties").
The Company creates and distributes innovative, and smart security and consumer electronics solutions. It makes high quality internet connected smart home products and augmented reality wearable products that are accessible, affordable, and easy-to-use.
Pursuant to the BCA, subject to the satisfaction or waiver of certain conditions set forth therein, (i) prior to the Closing Date (defined below), SPAC shall transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Act (as Revised) (the "Domestication"), and (ii) immediately following the consummation of the Domestication, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of SPAC (the "Merger") (the transactions contemplated by the BCA, including, but not limited to, the Domestication and the Merger, the "Business Combination"). The board of directors of SPAC (the "SPAC Board") unanimously approved the BCA and the Business Combination and resolved to recommend the approval and adoption of the BCA and the Business Combination by the shareholders of SPAC. The Business Combination is expected to be consummated after obtaining the required approvals of the shareholders of SPAC and the Company and the satisfaction of certain other customary closing conditions. The closing of the Merger is referred to as the "Closing," and the date on which the Closing actually occurs is the "Closing Date."
Merger Consideration / Treatment of Securities
In connection with, and as part of, the Domestication, SPAC will cause its units (the "SPAC Units") to separate into SPAC Shares (as defined below) and SPAC Rights (as defined), each of which will remain outstanding as equivalent securities of the re-domesticated entity. As used in this report, "SPAC Shares" means (a) prior to the consummation of the Domestication, ordinary shares, par value $0.0001 per share, of SPAC, and (b) from and after the consummation of the Domestication, shares of common stock, par value $0.00001 per share, of SPAC as contemplated pursuant to the SPAC Certificate of Incorporation (as defined in the BCA). "SPAC Rights" means the rights of SPAC, each entitling the holder thereof to one-tenth of one SPAC Share upon consummation of an initial business combination.
By virtue of the Merger and without any action on the part of any Party or any other person:
(i) | each Company Share (as defined the BCA) (other than Company Shares held as treasury stock and any Company Dissenting shares (as defined in the BCA)) issued and outstanding as of immediately prior to the Effective Time (as defined in the BCA) shall be automatically cancelled and extinguished and converted into the right to receive a number of SPAC Shares equal to the Exchange Ratio (as defined in the BCA), multiplied by the number of shares of Company Common Stock issuable upon such conversion (for an aggregate enterprise value of $175,000,000); |
(ii) | each Company Share held immediately prior to the Effective Time by the Company as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto; and |
(iii) | each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one share of common stock, par value $0.0001 per share, of the Company; |