AlphaTime Acquisition Corp SEC Filings

AlphaTime Acquisition Corp extended its SPAC timeline by amending its trust agreement and charter to permit up to eight one-month extensions of the company’s business combination deadline, moving the outside date to December 4, 2026. Each monthly extension requires a $15,000 deposit into the trust in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

Holders of 6,135 ordinary shares exercised redemption rights, resulting in $79,480.65 removed from the trust and $4,762,484.24 remaining in the Trust Account. Following redemption, the company reports 2,545,432 ordinary shares outstanding.

AlphaTime Acquisition Corp obtained shareholder approval on March 27, 2026 to extend the deadline to complete a business combination. The company can now extend its termination date from April 4, 2026 up to eight times, each for one month, through December 4, 2026, by depositing $15,000 per monthly extension into its trust account in exchange for a non-interest bearing, unsecured promissory note. Shareholders also approved an amendment to the Investment Management Trust Agreement and the company’s charter to reflect the new extension framework. In connection with the meeting, holders of 6,135 ordinary shares redeemed their shares for $79,480.65, leaving $4,762,484.24 in the trust account and 2,545,432 ordinary shares outstanding.

AlphaTime Acquisition Corp is asking shareholders to approve changes that would extend the deadline to complete a business combination. The board wants the current April 4, 2026 termination date moved by up to eight one-month extensions, potentially reaching December 4, 2026, through amendments to its charter and trust agreement.

Each extension would require a $15,000 deposit into the trust account in exchange for a non‑interest bearing promissory note to the sponsor. Public shareholders can redeem their shares for cash in connection with the meeting at about $11.64 per share, based on roughly $4.83 million held in the trust account as of the record date. If the proposals fail and no deal closes by the current deadline, AlphaTime will redeem all public shares and liquidate, leaving warrants and rights worthless.

AlphaTime Acquisition Corp is asking shareholders to approve amendments to extend the deadline to complete a business combination. The Extension Amendment would permit up to eight one-month extensions, moving the Termination Date from April 4, 2026 to a last Extended Date of December 4, 2026, subject to shareholder approval and specified extension payments. The Trust Agreement Amendment would permit monthly $15,000 extension payments, deposited into the Trust Account two days before each Extension, in exchange for non-interest-bearing unsecured promissory notes to the Sponsor.

The meeting also seeks ratification of UHY LLP as auditor and reappointment of six directors. As of the Proxy Statement date, there are 2,169,476 Ordinary Shares outstanding (including 444,476 Public Shares and 1,725,000 Founder Shares). Approval of the Extension Amendment requires a special resolution (at least 2/3 of votes present and voting); the Trust Agreement Amendment requires 65 of outstanding Ordinary Shares; other proposals require a simple majority.

Alphatime Acquisition Corp is being removed from the Nasdaq Stock Market under Section 12(b) of the Securities Exchange Act via a Form 25 filing. The action covers the company’s ordinary shares, rights, units, and warrants, meaning these securities will no longer be listed or registered on Nasdaq once the process is complete.

Nasdaq Stock Market LLC certifies that it has followed its own rules to strike these classes of securities from listing and/or withdraw their registration, and notes that the issuer has complied with the applicable exchange and SEC requirements for voluntary withdrawal under the cited rules.

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.