Nasdaq to delist AlphaTime Acquisition Corp (NASDAQ: ATMC) securities

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq will delist AlphaTime Acquisition Corp’s shares, warrants, rights and units after the SPAC exceeded the three-year limit to complete a business combination.

Insights

Capital markets & SPAC structure analyst

Nasdaq delisting removes exchange listing as SPAC window expires.

AlphaTime Acquisition Corp disclosed that Nasdaq will delist its ordinary shares, warrants, rights and units because it exceeded the three-year limit for special purpose acquisition companies to complete an initial business combination after their IPO. This indicates the SPAC did not close a merger within the required timeframe, triggering automatic removal from the exchange.

The filing states that the securities were suspended on January 7, 2026 and have not traded on Nasdaq since December 9, 2025, so liquidity was already impaired before the formal delisting. Nasdaq will file a Form 25, and the delisting becomes effective ten days later, after which the securities will no longer trade on Nasdaq.

The company intends to seek quotation of its securities on the OTC Markets following the delisting. Future trading activity and liquidity will depend on whether an OTC quotation is successfully obtained and on investor interest in an unmerged SPAC trading off a national exchange.

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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): January 8, 2026

ALPHATIME ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41584		N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 5th Avenue, Suite 938

New York, NY 10110

(Address of principal executive offices)

(347) 627-0058

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 Securities Exchange Act of 1934:

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 8, 2026, the Nasdaq Stock Market (“Nasdaq”) notified AlphaTime Acquisition Corp (the “Company”) that on January 13, 2026, it would announce that it will delist the Company’s ordinary shares, warrants, rights and units as a result of the Company exceeding the maximum three-year period permitted for a special purpose acquisition company to complete an initial business combination following its initial public offering. 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 Securities and Exchange Commission to complete the delisting. The delisting will become effective ten days after the Form 25 is filed. The Company intends to seek to have its securities quoted on the OTC Markets following the delisting.

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
Date: January 13, 2026	By:	/s/ Gan Kim Hai
	Name:	Gan Kim Hai
	Title:	Chief Executive Officer

FAQ

Why is AlphaTime Acquisition Corp (ATMC) being delisted from Nasdaq?

Nasdaq will delist AlphaTime Acquisition Corp because the company exceeded the maximum three-year period allowed for a special purpose acquisition company to complete its initial business combination after its initial public offering.

Which AlphaTime Acquisition Corp (ATMC) securities are affected by the delisting?

Nasdaq will delist AlphaTime Acquisition Corps ordinary shares, warrants, rights and units from The Nasdaq Stock Market.

When does the AlphaTime Acquisition Corp (ATMC) Nasdaq delisting become effective?

The delisting of AlphaTime Acquisition Corp will become effective ten days after Nasdaq files a Form 25 with the Securities and Exchange Commission.

When were AlphaTime Acquisition Corp (ATMC) securities suspended from trading on Nasdaq?

AlphaTime Acquisition Corps securities were suspended on January 7, 2026, and they have not traded on Nasdaq since December 9, 2025.

Where does AlphaTime Acquisition Corp (ATMC) plan for its securities to trade after Nasdaq delisting?

AlphaTime Acquisition Corp intends to seek to have its securities quoted on the OTC Markets following the Nasdaq delisting.

What SPAC rule caused AlphaTime Acquisition Corp (ATMC) to be delisted?

The delisting results from AlphaTime Acquisition Corp exceeding the maximum three-year period permitted for a special purpose acquisition company to complete an initial business combination after its initial public offering.