AlphaTime Acquisition Corp SEC Filings

AlphaTime Acquisition Corp, a SPAC listed on Nasdaq, reported small net income driven by trust interest while continuing to seek completion of its proposed business combination with HCYC Group Company Limited. For the three and nine months ended September 30, 2025, net income was $165,713 and $156,367, mainly from $164,486 and $628,546 of income earned on its trust investments. At September 30, 2025, total assets were $16.1 million, including $16.0 million held in the trust account, while current liabilities of $4.0 million and promissory notes and related-party balances resulted in a shareholders’ deficit of about $6.4 million. Extensive redemptions have reduced ordinary shares subject to possible redemption to 1,335,250 at $12.00 per share, and only 2,134,200 non‑redeemable ordinary shares remain outstanding, with a further reduction in public float after an October 2025 redemption. The company has repeatedly extended its combination deadline to as late as January 4, 2026 via promissory note-funded monthly payments and discloses a working capital deficit of $3.9 million and substantial doubt about its ability to continue as a going concern if it cannot close a business combination or secure additional financing. To support the HCYC transaction, it entered into a $11.5 million PIPE financing for 1,150,000 ordinary shares and 2,300,000 warrants at $10.00 per unit equivalent, expected to close with the business combination, and the related Form F‑4 has been declared effective by the SEC.

AlphaTime Acquisition Corp is seeking shareholder approval for a multi-step business combination with Hong Kong-based insurance broker HCYC and the registration of up to 14,429,226 ordinary shares of HCYC Holding Company (PubCo), plus 6,900,000 warrants and 6,900,000 ordinary shares issuable upon warrant exercise. AlphaTime will merge into PubCo subsidiaries, HCYC will merge into another PubCo subsidiary, and PubCo will list on Nasdaq as “HCYC” and “HCYCW.” Each AlphaTime share will convert into one PubCo ordinary share, while holders may redeem public shares for cash based on funds in the trust account, subject to a 15% cap per holder. HCYC’s equity holders will receive PubCo shares valued at $75.0 million plus up to 1,500,000 earnout shares tied to 2024–2025 net income thresholds. In a no‑redemption case, HCYC shareholders would own about 63% of PubCo, AlphaTime public holders 9%, the sponsor 18% and PIPE investors 10%. The filing highlights significant China and Hong Kong regulatory and HFCAA-related delisting risks for the post‑merger company.

Schedule 13G/A disclosures show that Wolverine Asset Management, LLC and affiliated entities report shared voting and dispositive power over 75,000 Ordinary Shares of Alphatime Acquisition Corp (ordinary shares, $0.0001 par). The reported 75,000 shares equal 2.94% of the issuer's 2,551,636 outstanding ordinary shares used for the percentage calculation per the issuer's publicly filed 8-K. The filing states the position was acquired and is held in the ordinary course of business and "not for the purpose of or with the effect of changing or influencing control" of the issuer. Reporting parties include Wolverine Asset Management, Wolverine Holdings, Wolverine Trading Partners, and individuals Christopher L. Gust and Robert R. Bellick, each shown with shared voting and dispositive power for the same 75,000 shares.