AMC Robotics Corporation filed a preliminary proxy statement on October 26, 2026, soliciting stockholder votes for its 2026 annual meeting scheduled for December 2, 2026, at 10:00 a.m. Eastern Time.

Key Highlights

  • Annual meeting date: December 2, 2026 at 10:00 a.m. Eastern Time, to be held virtually.
  • Record date: Close of business on November 9, 2026 determines which stockholders may vote.
  • Director election: Stockholders will vote on Shengwei (Sean) Da, Hongfei Zhang, Dahe (Taylor) Zhang, and Yong (David) Yan for one-year terms ending at the 2027 annual meeting.
  • SEPA proposal: Stockholders will vote on approving share issuances under a standby equity purchase agreement, dated September 17, 2026, with Ayame Asset Holdings LLC that exceed 19.99% of outstanding Common Stock (the Exchange Cap), per Nasdaq Listing Rules 5635(b) and 5635(d).
  • Common stock par value: $0.0001 per share, with each share carrying one vote per share.
  • Vote inspector: Continental Stock Transfer and Trust Company will tabulate votes and serve as inspector of election.
  • Board recommendation: The board recommends a vote FOR each director nominee, FOR the NASDAQ Proposal, and FOR the Adjournment Proposal.

AMC Robotics Seeks Stockholder Approval to Exceed Nasdaq Exchange Cap Under September 2026 SEPA

AMC Robotics Corporation, headquartered at 12 East 49th Street, Suite 1805, New York, New York 10017, filed a preliminary proxy statement in connection with its 2026 annual meeting of stockholders. According to the filing, the meeting will address three proposals: the election of four director nominees, approval of share issuances under a standby equity purchase agreement (SEPA), and a possible adjournment of the meeting.

The central financing proposal, which the filing designates as the "NASDAQ Proposal," asks stockholders to approve the issuance of Common Stock under the SEPA dated September 17, 2026 with Ayame Asset Holdings LLC, including issuances under related convertible promissory notes, in excess of 19.99% of shares outstanding on the date the SEPA was signed. The filing indicates this approval is sought to comply with Nasdaq Listing Rules 5635(b) and 5635(d). The NASDAQ Proposal requires the affirmative vote of a majority of shares represented and entitled to vote on the proposal. According to the filing, an abstention has the effect of a vote against under the company's bylaws.

For the director election, the filing states that the four nominees receiving the most votes in favor will be elected under a plurality standard. Withheld votes and broker non-votes do not count as votes for a nominee. The filing notes that director elections and the NASDAQ Proposal are non-routine matters for broker voting purposes, meaning brokers may not vote uninstructed shares on those items. A majority of shares issued and outstanding and entitled to vote must be present in person or by proxy to constitute a quorum, according to the filing. Final voting results are expected to be reported in a Current Report on Form 8-K within four business days after the meeting.

What Was Disclosed

AMC Robotics Corporation filed a preliminary proxy statement for its December 2, 2026 annual meeting, covering director elections and a stockholder vote to permit share issuances above the Nasdaq 19.99% Exchange Cap under its September 17, 2026 standby equity purchase agreement with Ayame Asset Holdings LLC.