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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): October 1, 2025
ALPHATIME
ACQUISITION CORP
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41584 |
|
00-0000000
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
500
5th Avenue, Suite 938
New
York, NY 10110
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code (347) 627-0058
Not
Applicable
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
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:
| ☒ |
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 |
| Units,
each consisting of one ordinary share, one redeemable warrant and one right |
|
ATMCU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share |
|
ATMC |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share |
|
ATMCW |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder thereof to one-tenth of one ordinary share |
|
ATMCR |
|
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 ☒
If
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 |
As
approved by the shareholders of AlphaTime Acquisition Corp (the “Company” or “AlphaTime”),
by ordinary resolution, at an extraordinary general meeting of shareholders held on October 1, 2025 (the “Meeting”),
on October 1, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment
Management Trust Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust
Company) (as amended, the “Trust Agreement”). Pursuant to the Trust Agreement Amendment, the Company has extended
the date by which it has to complete a business combination from October 4, 2025, (the “Termination Date”)
up to three (3) times, with each extension comprised of one month each from the Termination Date, or extended date, as applicable, to
January 4, 2026, by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date,
and depositing into the trust account (the “Trust Account”) $55,000 for each monthly extension (the “Extension
Payment”) until January 4, 2026 (assuming a business combination has not occurred) in exchange for a non-interest bearing,
unsecured promissory note payable upon the consummation of a business combination (the “Trust Agreement Amendment Proposal”).
The
foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text
of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
disclosure related to the non-interest bearing, unsecured promissory note, the form of which is included in the Trust Agreement Amendment
contained in Item 1.01 is incorporated by reference to this Item 2.03.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
approved by the Company’s shareholders at the Meeting on October 1, 2025, by special resolution, the Company amended the Company’s
Third Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) on October 1, 2025,
in the form set forth in Annex A to the definitive proxy statement, filed with the Securities and Exchange Commission on September 9,
2025 (the “Extension Amendment”), reflecting the extension of the date by which the Company must consummate
a business combination from the Termination Date up to three (3) times, each comprised of one month each (each an “Extension”)
up to January 4, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the “IPO”))
for a total of three (3) months after the Termination Date (assuming a business combination has not occurred).
The
foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of
the Form of Amendment to the Third Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1
and incorporated by reference herein.
| Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
October 1, 2025, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1)
a proposal to approve by special resolution the Extension Amendment (the “Extension Amendment Proposal”), (2)
a proposal to approve by ordinary resolution the Trust Agreement Amendment, and (3) a proposal to adjourn the Meeting to a later date
if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).
The
Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved
by the Company’s shareholders. The final voting results for each proposal are set forth below.
Proposal
No. 1 – Extension Amendment Proposal
The
Extension Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | |
AGAINST | |
ABSTAIN |
| 3,095,189 | | |
| 172,000 | | |
| 0 | |
Proposal
No. 2 – Trust Agreement Amendment Proposal
The
Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following
votes:
| FOR | |
AGAINST | |
ABSTAIN |
| 3,095,189 | | |
| 172,000 | | |
| 0 | |
Proposal
No. 3 – Adjournment Proposal
The
Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | |
AGAINST | |
ABSTAIN |
| 3,095,189 | | |
| 172,000 | | |
| 0 | |
Although
Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because the Company’s shareholders approved
Proposal No. 1 to approve the Extension Amendment Proposal and Proposal No.2 to approve the Trust Agreement Amendment Proposal.
In
connection with the shareholders’ vote at the Meeting, holders of 917,814 ordinary shares of the Company exercised their right
to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As
a result, approximately $11,362,537(approximately $12.38 per share) will be removed from the Trust Account to pay such holders and approximately
$4,733,867 will remain in the Trust Account. Following the aforementioned Redemption, AlphaTime will have 2,551,636 ordinary shares
outstanding.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 3.1 |
|
Form of Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on October 1, 2025 |
| |
|
| 10.1 |
|
Amendment to the Investment Management Trust Agreement, dated October 1, 2025, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC. |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document) |
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.
| |
ALPHATIME
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Gan Kim Hai |
| |
Name:
|
Gan
Kim Hai |
| |
Title: |
Chief
Executive Officer |
Dated:
October 3, 2025
