As filed with the Securities and Exchange Commission on January 16, 2026 Registration No. 333-292488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ AMC Robotics Corporation (Exact name of registrant as specified in its charter) _______________________ (State or other jurisdiction of incorporation or organization) Delaware 7372 41-3041844 (Primary Standard Industrial Classifica ...

As filed with the Securities and Exchange Commission on December 30, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ AMC Robotics Corporation (Exact name of registrant as specified in its charter) _______________________ Delaware 7372 41-3041844 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S ...

Financial Performance - As of September 30, 2025, the company reported a net loss of $2,651,350 for the three months ended, with interest income of $165,169 and operating costs of $2,816,519[102]. - For the nine months ended September 30, 2025, the company had a net loss of $2,619,286, consisting of interest income of $543,990 and operating costs of $3,163,276[103]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[100]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[105]. - Following the full exercise of the over-allotment option, the company placed $70,380,000 in the trust account, which may be used for the initial business combination[107]. Financial Position - As of September 30, 2025, the company had cash of $3,713 and a working capital deficit of $5,238,909[112]. - The company has marketable securities held in the trust escrow account amounting to $18,929,689, consisting of U.S. government securities[108]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern within one year after the financial statements are issued[111]. Business Combination - The company expects to incur significant costs related to being a public company and due diligence expenses in connection with the search for a business combination target[101]. - The company has engaged EBC as an advisor for its business combination, with a service fee of 3.5% of the gross proceeds of the IPO payable upon consummation[117].

Company Performance - Neuphoria Therapeutics Inc. (NASDAQ:NEUP) experienced a significant stock price drop of 67.18%, closing at $5.05, due to the failure of its AFFIRM-1 Phase 3 trial for BNC210, which did not meet its primary and secondary endpoints. The company plans to conduct a strategic review of its portfolio and operations [1] - AlphaVest Acquisition Corp Unit (NASDAQ:ATMVU) saw a 41.05% decline in its stock price to $12.97, potentially linked to investor sentiment surrounding its merger agreement with AMC Corporation, highlighting the speculative nature of SPACs [2] - Cycurion, Inc. (NASDAQ:CYCU) faced a 34.51% decrease in stock price to $0.16 after receiving a Delisting Determination Letter from Nasdaq, indicating challenges ahead for the company and impacting investor confidence [3] - SMX (Security Matters) Public Limited Company (SMX) experienced a 32.03% decline in stock price to $0.78, with market performance possibly reacting to undisclosed operational updates or industry trends [4] - American Rebel Holdings, Inc. (NASDAQ:AREB) saw a 29.91% reduction in stock price to $1.31, despite securing a distribution placement for its American Rebel Light Beer, indicating broader economic factors affecting consumer cyclical sectors [5] Market Trends - Recent market movements illustrate the volatile nature of stock prices, influenced by company-specific news, industry trends, and broader economic conditions, prompting investors and stakeholders to adjust their strategies accordingly [6]

Financial Performance - As of June 30, 2025, the company reported a net income of $23,368, consisting of interest income of $191,642, offset by formation and operating costs of $168,274 for the three months ended June 30, 2025 [97]. - For the six months ended June 30, 2025, the company had a net income of $32,064, with interest income of $378,821 and operating costs of $346,757 [98]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit [101]. - Following the full exercise of the over-allotment option, the company placed $70,380,000 in the trust account, which may be used for the initial business combination [103]. Financial Position and Concerns - As of June 30, 2025, the company had cash of $4,216 and a working capital deficit of $2,422,391, raising substantial doubt about its ability to continue as a going concern [108]. - There is no assurance that the company will successfully consummate a business combination within the combination period, which raises substantial doubt about its ability to continue as a going concern [107]. Business Operations - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination [95]. - The company expects to incur significant costs related to being a public company and due diligence expenses in connection with the search for a business combination target [96]. Advisory and Fees - The company has engaged EBC as an advisor for its business combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial business combination [113]. - The company has marketable securities held in the trust account amounting to $18,764,521, consisting of U.S. government securities [104].

Financial Performance - As of March 31, 2025, the company reported a net income of $8,697, consisting of interest income of $187,180, offset by formation and operating costs of $178,483[101]. - For the three months ended March 31, 2024, the company reported a net income of $349,241, with bank interest income of $678,480[102]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[99]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[103]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account was $70,380,000, which is $10.20 per Unit[105]. Financial Position - As of March 31, 2025, the company had marketable securities in the trust account amounting to $18,407,880, consisting of U.S. government securities[106]. - The company has a working capital deficit of $2,089,118 as of March 31, 2025[110]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[111]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[109]. Future Expectations - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with the search for a business combination target[100].

IPO and Financial Proceeds - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering (IPO) by selling 6,000,000 units at $10.00 per unit[23]. - Following the IPO, approximately $70,380,000 was deposited into a trust account, with $550,000 allocated for fees and expenses, and $650,000 available for working capital[26]. - As of December 21, 2023, approximately $50,608,334.49 remained in the trust account after 2,174,171 Ordinary Shares were redeemed for approximately $23,282,935.83[29]. - Approximately $650,000 will be available outside the trust account to fund working capital requirements, with offering expenses estimated at $550,000[108]. - If the company cannot complete the initial business combination within the prescribed timeframe, public shareholders may only receive $10.20 per share or less upon liquidation[89]. - If the company is unable to complete its initial business combination, public shareholders may receive only approximately $10.20 per share upon redemption, or potentially less[101]. - The company may redeem public shares and liquidate if it fails to complete the initial business combination, which could result in shareholders receiving less than $10.20 per share[89]. - The per-share redemption amount for public shareholders could be less than $10.20 due to potential claims from creditors[112]. - The company is obligated to pay cash for Ordinary Shares redeemed in connection with the initial business combination, which may limit available resources for acquisitions[103]. Business Combination Plans - The Company entered into a business combination agreement with Wanshun Technology Industrial Group Limited on August 11, 2023[27]. - The Company has extended the deadline to complete a business combination to December 22, 2024, by depositing $55,000 for each monthly extension[30]. - The Company has the ability to extend the time to consummate a business combination up to nine additional months, totaling 33 months from the IPO closing date[41]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[43]. - The company may complete its initial business combination even if a majority of public shareholders do not support it, as Initial Shareholders have agreed to vote in favor regardless of public votes[74][75]. - The company may seek shareholder approval for the initial business combination, with Initial Shareholders potentially purchasing shares from public shareholders to influence the vote[90]. - The company may seek to amend its governing instruments to facilitate the completion of the initial business combination, which may not receive support from shareholders[147]. - The company may need to amend its governing instruments to facilitate the completion of a business combination, requiring only a two-thirds majority approval[172]. Market and Growth Strategy - The management team intends to focus on private companies in Asia with compelling economics and paths to positive operating cash flow[35]. - The Company has identified the Asian market as a key area for growth, driven by private sector expansion and increasing middle-class consumption[36]. - The company aims to acquire businesses with strong management teams to enhance operational and investment capabilities[42]. - The target businesses should have significant revenue and earnings growth potential through product development and increased production capacity[42]. - The company seeks to acquire businesses that can generate strong, stable, and increasing free cash flow, particularly those with predictable revenue streams[42]. Financial Health and Risks - The company has not commenced any operations and does not expect to generate operating revenues until after the completion of its business combination[22]. - The company has not generated any revenues to date and is classified as an early-stage and emerging growth company[19]. - As of December 31, 2024, the company had a working capital deficiency of $1,745,636, raising substantial doubt about its ability to continue as a going concern[73]. - The company may need to obtain additional financing for general corporate purposes following the initial business combination[45]. - The funds available outside the trust account may not be sufficient for operations for at least the next 24 months, potentially requiring loans from Initial Shareholders[107]. - The company may face challenges in obtaining additional financing for the business combination, which could lead to restructuring or abandonment of the deal[175]. - The company may issue additional shares or incur substantial debt to complete its business combination, which could dilute existing shareholders' interests and negatively impact financial condition[144]. - The existence of substantial debt may limit the company's flexibility in planning and reacting to changes in the business environment[148]. Regulatory and Legal Considerations - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[55]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[59]. - There are no material legal proceedings currently pending against the company or its management team[63]. - Regulatory challenges, particularly concerning foreign investment in China, may limit the company's ability to complete business combinations with certain targets[70]. - The Foreign Investment Risk Review Modernization Act of 2018 may subject the company to mandatory filings and reviews, potentially limiting business combination opportunities[135]. - Compliance with PRC regulations may delay or inhibit the ability to complete business transactions[215]. - The judiciary in the PRC is relatively inexperienced in enforcing corporate law, leading to uncertainty in litigation outcomes[211]. - The company may face significant penalties if agreements for acquiring control do not comply with local restrictions on foreign investment[216]. Management and Operational Risks - The company lacks an operating history and revenues, making it challenging to evaluate its ability to achieve business objectives[72]. - The management team will evaluate potential targets based on their strengths, weaknesses, and risk-return profiles[47]. - The company may face increased costs and risks when attempting to complete multiple business combinations simultaneously, potentially impacting operations and profitability[126]. - There is a risk that the management of a target business may lack the necessary skills to manage a public company, which could negatively affect shareholder value[127]. - Key personnel from an acquisition candidate may resign after the business combination, which could adversely impact operations and profitability[128]. - Management's ability to complete the business combination is dependent on their efforts, and the loss of key personnel could negatively impact post-combination operations[158]. - Conflicts of interest may arise as officers and directors may allocate time to other businesses or become affiliated with other acquisition entities[164]. Market Competition and Challenges - The company expects to encounter intense competition from other entities with similar business objectives, including private investors and other blank check companies[102]. - Increased competition among special purpose acquisition companies for attractive targets may raise costs and hinder the ability to find suitable business combinations[81][82]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, complicating the completion of desirable transactions[78]. - The company may face difficulties in managing cross-border operations, which could negatively impact financial results[70]. - Political events and social unrest in countries where the company operates could negatively affect business operations[194]. - Inflationary pressures in Asian economies may lead to government actions that could significantly decrease profitability post-acquisition[205]. - Regulations in many Asian countries may limit foreign investments, reducing the pool of potential acquisition candidates[206]. - Corporate governance standards in Asia may be weaker than in the United States, potentially hiding detrimental operational practices[208]. Acquisition Strategy and Risks - The company may seek acquisition opportunities in industries outside of its management's expertise, increasing risks associated with potential targets[70]. - The company may complete a business combination with an early-stage or financially unstable business, exposing it to volatile revenues[122]. - The company may enter into a business combination with a target that does not meet its established criteria, which could lead to shareholder redemption rights being exercised[121]. - Costs incurred in researching acquisitions that do not complete could adversely affect future acquisition attempts[124]. - Financial statement requirements for target businesses may limit the pool of potential acquisitions, as some targets may be unable to provide necessary disclosures in time[156]. - The company may face increased costs or difficulties in completing a business combination due to the registration rights granted to Initial Shareholders[146]. - There is a risk that new management may not possess the necessary skills to operate the target business post-combination[179]. - The company may incur write-downs or restructuring charges post-combination, negatively impacting financial condition and share price[181].

Financial Performance - As of September 30, 2024, the company reported a net income of $502,021, primarily from interest earned on marketable securities and bank interest income of $684,601, after deducting formation and operating costs of $182,580[108]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,234,008, with total interest income of $1,893,227, offset by formation and operating costs of $566,903 and an unrealized loss of $92,316[109]. Initial Public Offering - The company completed its Initial Public Offering on December 22, 2022, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit[111]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account reached $70,380,000, which will be used to complete the initial business combination[113]. Assets and Liabilities - As of September 30, 2024, the company held marketable securities in the trust account valued at $53,011,509, including $5,419,445 of interest income[115]. - The company reported a working capital deficit of $1,276,719 as of September 30, 2024, with cash on hand amounting to $7,095[116]. - The company has issued promissory notes totaling $126,000 and $715,000 to cover operating costs and expenses related to the extension of the business combination period[116][127]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements due to insufficient working capital[120]. Operations and Business Strategy - The company has not engaged in any operations or generated revenues to date, with expectations to incur increased expenses as a public company[107]. - The company has not identified any specific business combination target and has not initiated substantive discussions with potential targets[105]. Accounting and Reporting - Management does not believe that any recently issued accounting standards will have a material effect on financial statements[134]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[136].

Financial Performance - As of June 30, 2024, the company reported a net income of $382,746 for the three months ended June 30, 2024, primarily from interest income of $530,143, after deducting formation and operating costs of $147,397[88]. - For the six months ended June 30, 2024, the company achieved a net income of $731,987, with total interest income of $1,208,626, offset by formation and operating costs of $384,323 and an unrealized loss of $92,316[89]. - The company reported a working capital deficit of $874,140 as of June 30, 2024, with cash on hand amounting to $13,793[95]. - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[98]. Initial Public Offering (IPO) - The company generated gross proceeds of $60,000,000 from its Initial Public Offering (IPO) by selling 6,000,000 Units at $10.00 per Unit[91]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account reached $70,380,000, which includes interest earned[93]. - As of June 30, 2024, the company held marketable securities in the trust account valued at $51,996,909, including $4,734,845 of interest income[94]. Business Operations - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[87]. - The company has incurred significant costs related to its acquisition plans and anticipates increased expenses due to public company compliance requirements[86]. Internal Controls and Compliance - As of June 30, 2024, the company's disclosure controls and procedures were evaluated as effective by the Certifying Officers[112]. - The internal control over financial reporting was assessed as effective as of June 30, 2024, based on the established framework[116]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[117]. - The company acknowledges that disclosure controls and procedures can only provide reasonable assurance, not absolute assurance, against errors and fraud[113]. - Management is responsible for maintaining adequate internal control over financial reporting to ensure reliability[114]. - The internal control process includes maintaining accurate records and ensuring transactions are recorded in accordance with management authorizations[114]. - There are inherent limitations in internal controls that may prevent or detect misstatements[115]. - The assessment of internal controls is subject to risks that controls may become inadequate due to changing conditions[115]. Legal Proceedings - The company has not reported any legal proceedings[117]. Accounting Standards - Management does not believe that any recently issued accounting standards will have a material effect on financial statements[112].

Financial Performance - As of March 31, 2024, the company reported a net income of $349,241, which includes interest income of $678,480, offset by formation and operating costs of $236,926 and an unrealized loss of $92,316 on investments[85]. - The company has incurred no revenues to date and does not expect to generate operating revenues until after the completion of its initial business combination[84]. - The company has significant doubt about its ability to continue as a going concern within one year after the issuance of its financial statements[94]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit, along with an additional $3,900,000 from the sale of 390,000 Private Units[87]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account was $70,380,000, which is intended for the initial business combination[89]. Trust Account and Securities - As of March 31, 2024, the company held marketable securities in the trust account amounting to $51,466,768, including $4,204,704 of interest income[90]. - As of March 31, 2024, the company had cash of $13,791 as of March 31, 2024, intended for identifying and evaluating target businesses[91]. Related Party Transactions - As of March 31, 2024, the company had outstanding amounts due to related parties of $295,739, expected to be settled upon the consummation of the business combination[106]. Advisory and Fees - The company has engaged EBC as an advisor for its business combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial business combination[109]. Financing Arrangements - The company has not engaged in any off-balance sheet financing arrangements as of March 31, 2024[97].