AlphaTime Acquisition Corp SEC Filings

AlphaTime Acquisition Corp reported that Nasdaq will delist its ordinary shares, warrants, rights and units because the company exceeded the maximum three-year period allowed for a special purpose acquisition company to complete its initial business combination after its IPO.

The company’s securities were suspended on January 7, 2026, and have not traded on Nasdaq since December 9, 2025. Nasdaq will file a Form 25 with the SEC, and the delisting will become effective ten days after that filing. AlphaTime Acquisition Corp intends to seek quotation of its securities on the OTC Markets after the delisting.

AlphaTime Acquisition Corp (ATMC) is calling an extraordinary general meeting on December 16, 2025 to ask shareholders to extend the time it has to complete a business combination. The board is seeking approval to amend its charter and trust agreement so the deadline to close a deal can be extended up to three times, one month each, from January 4, 2026 to as late as April 4, 2026, with a $1 deposit into the trust account per one-month extension in exchange for a non-interest bearing promissory note.

Public shareholders may redeem their shares for cash in connection with the vote, regardless of how they vote, subject to the requirement that net tangible assets remain at least $5,000,001 and a 15% cap on redemptions by any single holder or group without consent. If the extensions are not approved and no business combination is completed by the current termination date, AlphaTime will redeem all public shares from the trust and proceed to dissolve, leaving its warrants and rights worthless. As of the proxy date, 2,551,636 ordinary shares were outstanding, including 417,436 public shares and 1,725,000 founder shares.

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.

AlphaTime Acquisition Corp obtained shareholder approval on October 1, 2025 to extend the deadline to complete a business combination. The company can now push its original October 4, 2025 termination date up to three times, each by one month, to as late as January 4, 2026, by giving five days’ notice and depositing $55,000 per monthly extension into its trust account. These deposits are in exchange for a non-interest bearing, unsecured promissory note payable only if a business combination closes.

Shareholders approved amendments to both the company’s charter and its investment management trust agreement, as well as an adjournment proposal. In connection with the vote, holders of 917,814 ordinary shares redeemed their shares for approximately $11,362,537, or about $12.38 per share, leaving roughly $4,733,867 in the trust account. After these redemptions, AlphaTime has 2,551,636 ordinary shares outstanding.

AlphaTime Acquisition Corp entered into private PIPE financing agreements with accredited and non-U.S. investors to support its proposed business combination with HCYC Group Company Limited. The company agreed to sell an aggregate of $11.5 million of ordinary shares and accompanying warrants. This includes 1,150,000 ordinary shares at $10.00 per share and warrants to purchase up to 2,300,000 ordinary shares at $10.00 per share, exercisable immediately and expiring five years after issuance.

The PIPE is expected to close substantially concurrently with the HCYC business combination, subject to customary conditions. AlphaTime and the purchasers also entered into a Registration Rights Agreement requiring the company to register the resale of the PIPE shares and the shares underlying the warrants within specific deadlines, with liquidated damages if it fails to meet certain registration obligations. The agreements were later amended and restated to add HCYC as a party, with initial $5 million terms detailed and the remaining $6.5 million on the same structure.