Form 8-K

8-K — AMC Robotics Corp

Accession: 0001493152-26-027213

Filed: 2026-06-04

Period: 2026-04-07

CIK: 0001937891

SIC: 5700 (RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex10-1_001.jpg)

GRAPHIC (ex10-1_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001937891

2026-04-07

iso4217:USD

xbrli:shares

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 7, 2026

AMC

ROBOTICS CORPORATION

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-41574

41-3041844

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

East 49th Street, Suite 1805

New

York, New York 10017

(Address

of Principal Executive Offices) (Zip Code)

(734)

709-5127

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

AMCI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

April 7, 2026 and May 19, 2026, AMC Robotics Corporation (the “Company”) entered into two Simple Agreements for Future Equity

(each, a “SAFE” and collectively, the “SAFEs”) with Etronium AI Inc., a North Carolina corporation (“Etronium”),

pursuant to which the Company invested an aggregate of $1,000,000 in Etronium, consisting of a $500,000 investment under each SAFE.

Each

SAFE provides the Company with the right to receive certain shares of Etronium’s capital stock upon the occurrence of certain future

events, including an equity financing, liquidity event or dissolution event, subject to the terms and conditions set forth therein. Each

SAFE has a specific post-money

valuation cap.

Upon

the closing of an equity financing by Etronium prior to the termination of the applicable SAFE, such SAFE will automatically convert

into the greater of: (i) the number of shares of Etronium’s standard preferred stock equal to the applicable purchase amount divided

by the lowest price per share of the standard preferred stock issued in such equity financing; or (ii) the number of shares of Etronium’s

SAFE preferred stock equal to the applicable purchase amount divided by the SAFE price, in each case as more fully described in the applicable

SAFE.

Upon

a liquidity event prior to the termination of the applicable SAFE, the Company will be entitled to receive, subject to the liquidation

priority set forth in the applicable SAFE, a portion of the proceeds equal to the greater of: (i) the applicable purchase amount; or

(ii) the amount payable on the number of shares of Etronium common stock equal to the applicable purchase amount divided by the liquidity

price, in each case as more fully described in the applicable SAFE. Upon a dissolution event prior to the termination of the applicable

SAFE, the Company will be entitled to receive, subject to the liquidation priority set forth in the applicable SAFE, a portion of the

proceeds equal to the applicable purchase amount.

The

foregoing description of the SAFEs does not purport to be complete and is qualified in its entirety by reference to the full text of

the SAFEs, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

June 4, 2026, the Company issued a press release announcing the investment. A copy of the press release is filed as Exhibit 99.1 to this

Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Index

Exhibit

No.

Description

10.1

Form of Simple Agreement for Future Equity by and between Etronium AI Inc. and AMC Robotics Corporation.

99.1

Press release.

104

Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

June 4, 2026

AMC ROBOTICS CORPORATION.

By:

/s/

Min Ma

Name:

Min Ma

Title:

VP, Finance

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

THIS

INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,

PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ETRONIUM

AI INC.

SAFE

(Simple

Agreement for Future Equity)

THIS

CERTIFIES THAT in exchange for the payment by AMC Robotics Corporation (the “Investor”) of $500,000 (the “Purchase

Amount”) on or about ____, 2026, Etronium AI Inc., a North Carolina corporation (the “Company”),

issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

The

“Post-Money Valuation Cap” is $______. See Section 2 for certain additional defined terms.

Events

(a)

Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity

Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the

Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred

Stock equal to the Purchase Amount divided by the Safe Price.

connection with the automatic conversion of this Safe into shares of Standard Preferred Stock or Safe Preferred Stock, the Investor will

execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents

(i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe

Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation)

limited representations, warranties, liability and indemnification obligations for the Investor.

(b)

Liquidity Event. If there is a Liquidity Event before the termination of this Safe, the Investor will automatically be

entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the

Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase

Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase

Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are

given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice,

provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive

as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders,

or under any applicable laws.

Notwithstanding

the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash

portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control

to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total

Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal

priority to the Investor under Section 1(d).

(c)

Dissolution Event. If there is a Dissolution Event before the termination of this Safe, the Investor will automatically

be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out

Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

(d)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating

Preferred Stock. The Investor’s right to receive its Cash-Out Amount is:

(i)

Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory

notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock);

(ii)

On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments

to the Investor and such other Safes and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and

such other Safes and/or Preferred Stock in proportion to the full payments that would otherwise be due; and

(iii)

Senior to payments for Common Stock.

The

Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other Safes and/or Preferred

Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and (B) junior to payments

described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation

preferences).

(e)

Termination. This Safe will automatically terminate (without relieving the Company of any obligations arising from a prior

breach of or non-compliance with this Safe) immediately following the earliest to occur of: (i) the issuance of Capital Stock to the

Investor pursuant to the automatic conversion of this Safe under Section 1(a); or (ii) the payment, or setting aside for payment, of

amounts due the Investor pursuant to Section 1(b) or Section 1(c).

Definitions

“Capital

Stock” means the capital stock of the Company, including, without limitation, the “Common Stock” and the

“Preferred Stock.”

“Change

of Control” means (i) a transaction or series of related transactions in which any “person” or “group”

(within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner”

(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding

voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii)

any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders

of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately

after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding

voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially

all of the assets of the Company.

“Company

Capitalization” is calculated as of immediately prior to the Equity Financing and (without double-counting, in each case calculated

on an as-converted to Common Stock basis):

● Includes

all shares of Capital Stock issued and outstanding;

● Includes

all Converting Securities;

● Includes

all (i) issued and outstanding Options and (ii) Promised Options; and

●

Includes the Unissued Option Pool, except that any increase to the Unissued Option Pool in connection with the Equity Financing will

only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase.

“Converting

Securities” includes this Safe and other convertible securities issued by the Company, including but not limited to: (i) other

Safes; (ii) convertible promissory notes and other convertible debt instruments; and (iii) convertible securities that have the right

to convert into shares of Capital Stock.

“Direct

Listing” means the Company’s initial listing of its Common Stock (other than shares of Common Stock not eligible for

resale under Rule 144 under the Securities Act) on a national securities exchange by means of an effective registration statement on

Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by

the Company’s board of directors. For the avoidance of doubt, a Direct Listing will not be deemed to be an underwritten offering

and will not involve any underwriting services.

-2-

“Dissolution

Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors

or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary

or involuntary.

“Dividend

Amount” means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of

such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating

the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

“Equity

Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant

to which the Company issues and sells Preferred Stock at a fixed valuation, including but not limited to, a pre-money or post-money valuation.

“Initial

Public Offering” means the closing of the Company’s first firm commitment underwritten initial public offering of Common

Stock pursuant to a registration statement filed under the Securities Act.

“Liquidity

Capitalization” is calculated as of immediately prior to the Liquidity Event, and (without double-counting, in each case calculated

on an as-converted to Common Stock basis):

●

Includes all shares of Capital

Stock issued and outstanding;

●

Includes all (i) issued and

outstanding Options and (ii) to the extent receiving Proceeds, Promised Options;

●

Includes all Converting Securities,

other than any Safes and other convertible securities (including without limitation shares of Preferred Stock) where

the holders of such securities are receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion Amounts

or similar “as-converted” payments; and

●

Excludes the Unissued Option

Pool.

“Liquidity

Event” means a Change of Control, a Direct Listing or an Initial Public Offering.

“Liquidity

Price” means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

“Options”

includes options, restricted stock awards or purchases, RSUs, SARs, warrants or similar securities, vested or unvested.

“Proceeds”

means cash and other assets (including without limitation stock consideration) that are proceeds from the Liquidity Event or the Dissolution

Event, as applicable, and legally available for distribution.

“Promised

Options” means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings

made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event,

as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter

of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Stock’s

price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of

the Proceeds.

“Safe”

means an instrument containing a future right to shares of Capital Stock, similar in form and content to this instrument, purchased by

investors for the purpose of funding the Company’s business operations. References to “this Safe” mean this specific

instrument.

“Safe

Preferred Stock” means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the

identical rights, privileges, preferences, seniority, liquidation multiple and restrictions as the shares of Standard Preferred Stock,

except that any price-based preferences (such as the per share liquidation amount, initial conversion price and per share dividend amount)

will be based on the Safe Price.

-3-

“Safe

Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

“Standard

Preferred Stock” means the shares of the series of Preferred Stock issued to the investors investing new money in the Company

in connection with the initial closing of the Equity Financing.

“Unissued

Option Pool” means all shares of Capital Stock that are reserved, available for future grant and not subject to any outstanding

Options or Promised Options (but in the case of a Liquidity Event, only to the extent Proceeds are payable on such Promised Options)

under any equity incentive or similar Company plan.

Company Representations

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and

has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b)

The execution, delivery and performance by the Company of this Safe is within the power of the Company and has been duly authorized by

all necessary actions on the part of the Company (subject to section 3(d)). This Safe constitutes a legal, valid and binding obligation

of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws

of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

To its knowledge, the Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute,

rule or regulation applicable to the Company or (iii) any material debt or contract to which the Company is a party or by which it is

bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably

be expected to have a material adverse effect on the Company.

(c)

The performance and consummation of the transactions contemplated by this Safe do not and will not: (i) violate any material judgment,

statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the

Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien on any property, asset or revenue

of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company,

its business or operations.

(d)

No consents or approvals are required in connection with the performance of this Safe, other than: (i) the Company’s corporate

approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization

of Capital Stock issuable pursuant to Section 1.

(e)

To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents,

trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights

necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of

the rights of, others.

Investor Representations

(a)

The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder.

This Safe constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by

bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally

and general principles of equity.

(b)

The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges

and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase

Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act,

or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state

securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the

securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view

to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation

in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor

is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing

the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

-4-

Miscellaneous

(a)

Any provision of this Safe may be amended, waived or modified by written consent of the Company and either (i) the Investor or (ii) the

majority-in-interest of all then-outstanding Safes with the same “Post-Money Valuation Cap” and “Discount Rate”

as this Safe (and Safes lacking one or both of such terms will be considered to be the same with respect to such term(s)), provided

that with respect to clause (ii): (A) the Purchase Amount may not be amended, waived or modified in this manner, (B) the consent

of the Investor and each holder of such Safes must be solicited (even if not obtained), and (C) such amendment, waiver or modification

treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the applicable group of Safes

whose Safes have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes.

(b)

Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by

email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered

mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently

modified by written notice.

(c)

The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of Capital Stock for any purpose other than tax

purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company stockholder or rights

to vote for the election of directors or on any matter submitted to Company stockholders, or to give or withhold consent to any corporate

action or to receive notice of meetings, until shares have been issued on the terms described in Section 1. However, if the Company pays

a dividend on outstanding shares of Common Stock (that is not payable in shares of Common Stock) while this Safe is outstanding, the

Company will pay the Dividend Amount to the Investor at the same time.

(d)

Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without

the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the Company’s

consent by the Investor (i) to the Investor’s estate, heirs, executors, administrators, guardians and/or successors in the event

of Investor’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under

common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor,

or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or

shares the same management company with, the Investor.

(e)

In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole

or in part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively operate

to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other

provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and effect and will not be affected,

prejudiced, or disturbed thereby.

(f)

All rights and obligations hereunder will be governed by the laws of the State of [Governing Law Jurisdiction], without regard to the

conflicts of law provisions of such jurisdiction.

(g)

The parties acknowledge and agree that for United States federal and state income tax purposes this Safe is, and at all times has been,

intended to be characterized as stock, and more particularly as common stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and

1202 of the Internal Revenue Code of 1986, as amended. Accordingly, the parties agree to treat this Safe consistent with the foregoing

intent for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or

other informational statements).

(Signature

page follows)

-5-

WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered.

ETRONIUM

AI INC.

By:

Hai

Chief

Executive Officer

INVESTOR:

AMC

Robotics Corporation

By:

Name: Min

Title: VP,

Finance

Address: 12 E 49th St, Suite 1805, New York, NY 10017

Email: minma@amcx.ai

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

AMC

Robotics Makes Strategic Investment in Etronium AI, an Agentic Edge AI Company Founded by Duke University Professors

Investment

strengthens AMC Robotics’ focus on agentic AI systems for robotics and real-world hardware integration

NEW

YORK – June 4, 2026 – AMC Robotics Corporation (Nasdaq: AMCI) (“AMC Robotics” or the “Company”),

an AI-driven robotics solutions provider, today announced that it has entered into two Simple Agreements for Future Equity (each, a “SAFE”

and collectively, the “SAFEs”) with Etronium AI Inc. (“Etronium AI”), a North Carolina-based technology company

developing agentic AI frameworks for hardware-in-the-loop (HIL) workflows. The Company invested in Etronium AI through two separate investments

made on April 7, 2026 and May 19, 2026.

“Etronium

AI is building a platform that allows AI systems to write, deploy, and test code directly on physical hardware, helping bridge the gap

between simulation and real-world robotics,” said Sean Da, Chairman and Chief Executive Officer of AMC Robotics. “By validating

AI performance against live hardware rather than simulation alone, their technology directly attacks one of the most time-consuming and

costly stages of robotics development. We expect this capability to meaningfully accelerate our own product roadmap—shortening

development cycles and improving the reliability of platforms such as Kyro™ and NovaArm™. As robotics and edge AI move toward

real-world deployment at scale, the ability to build and validate intelligent systems faster and more efficiently is becoming a decisive

competitive advantage. This investment gives AMC Robotics early, strategic access to a foundational capability that strengthens our products

and sharpens our position across industrial, security, and commercial markets.

Strategic

Rationale

Etronium

AI is addressing a core challenge in AI deployment: enabling AI systems to reliably interact with physical hardware in a testable and

iterative environment. As AI extends beyond cloud environments into robotics, embedded systems, and edge computing, hardware-aware intelligence

is becoming a key differentiator in building autonomous systems.

Etronium

AI’s proprietary agentic platform leverages large language models (LLMs) to enable AI agents to interact directly with physical

devices. The platform supports firmware development, hardware knowledge management, device monitoring, and hardware-in-the-loop testing

across diverse microcontrollers, operating systems, and connectivity protocols. By combining AI-driven automation with live hardware

feedback, Etronium AI is designed to streamline the development, validation, and deployment of intelligent systems in real-world environments.

The

platform delivers measurable efficiency gains, including a 30-50% reduction in time-to-prototype, 40-60% reduction in integration effort,

and 30-50% fewer debug and diagnosis iterations. These efficiencies align with AMC Robotics’ development roadmap for its Kyro™

quadruped robotic platform and NovaArm™ warehouse logistics robot.

This

investment supports AMC Robotics’ broader strategy to build an ecosystem of enabling technologies that accelerate robotics development,

reduce time-to-market, and improve system intelligence across industrial, security, and commercial applications.

Investment

Terms

Each

SAFE entitles AMC Robotics to receive equity in Etronium AI upon the occurrence of certain future qualifying events, including a bona

fide equity financing, liquidity event, or dissolution event, subject to the terms and conditions of the respective agreements.

Copies

of the SAFEs are filed as exhibits to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission

(“SEC”) on June 4, 2026.

About

Etronium AI Inc.

Etronium

AI Inc. is a North Carolina-based AI technology company developing agentic AI frameworks optimized for hardware-in-the-loop workflows.

The Company was co-founded by Duke University electrical and computer engineering professors Hai “Helen” Li, Ph.D., and Tingjun

Chen, Ph.D. Etronium AI’s platform enables AI agents to collaborate directly with physical devices, compiling and flashing firmware,

building hardware skill libraries, monitoring real-world system behavior, and adapting in real time. Etronium AI’s technology targets

applications across industrial automation, robotics, AIoT and edge systems, smart infrastructure, wearable health devices, and developer

education. For more information, visit www.etronium.ai.

About

AMC Robotics Corporation

AMC

Robotics (NASDAQ:AMCI) is an AI-driven robotics company focused on developing intelligent, scalable hardware and software solutions.

The Company’s quadruped robotic platform, Kyro™, enables industries to automate inspection, security, and operational tasks

through autonomous mobility and AI-powered perception.

For

more information, please visit www.amcx.ai.

Investors

and Media Contact

Susan

Alliance Advisors IR

E: AMCRoboticsIR@allianceadvisors.com

Cautionary

Note Regarding Forward Looking Statements

This

press release may contain statements that constitute “forward-looking statements” as defined in the Private Securities Litigation

Reform Act of 1995. Forward-looking statements include information concerning the Company’s possible or assumed future results

of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, and the

effects of regulation. These forward-looking statements are based on the Company’s management’s current expectations, projections,

and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words “estimates,”

“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”

“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,”

and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify

forward-looking statements.

These

forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown

risks, uncertainties, assumptions, and other important factors, many of which are outside of the Company’s control, that could

cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions,

and other important factors include, but are not limited to: (a) challenges in opening operations in new jurisdictions, including but

not limited to compliance with local ordinances, obtaining any necessary permits and regulatory oversight; (b) the ability to recognize

the anticipated benefits of the new operations; (c) the outcome of any legal proceedings that may be instituted against the Company;

(d) the ability to continue to meet the applicable stock exchange listing standards; (e) the effect of the Company’s completed

business combination with AlphaVest Acquisition Corp (“AlphaVest”) on the Company’s business relationships, performance,

and business generally and the risk that such transaction further disrupts current plans and operations of the Company or its subsidiaries;

(f) the ability to recognize the anticipated benefits of the transaction with AlphaVest, which may be affected by, among other things,

competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and

retain its management and key employees; (g) changes in applicable laws or regulations, including legal or regulatory developments (including,

without limitation, accounting considerations); (h) the possibility that AMC Robotics may be adversely affected by other economic, business,

and/or competitive factors; (i) AMC Robotics’ estimates of expenses and profitability; and (j) other risks and uncertainties indicated

under “Risk Factors” contained in AMC Robotics’ Annual Report on Form 10-K for the year ended December 31, 2025 and

other documents filed or to be filed with the SEC by AMC Robotics. Copies are available on the SEC’s website, www.sec.gov.

You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

The

Company assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether

as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.

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