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AlphaTime Acquisition (OTC: ATMC) wins approval to extend SPAC deadline

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum extensions 8 one-month extensions Business combination deadline from April 4, 2026 to December 4, 2026
Monthly extension payment $15,000 per extension Deposited into trust account in exchange for promissory note
Shares redeemed 6,135 ordinary shares Redemptions at March 27, 2026 meeting
Redemption amount $79,480.65 total Paid from trust account to redeeming holders
Redemption price $12.96 per share Approximate redemption amount per ordinary share
Trust balance after redemptions $4,762,484.24 Remaining in trust account after paying redemptions
Shares outstanding 2,545,432 ordinary shares Outstanding after March 27, 2026 redemptions
Warrant exercise price $11.50 per share Whole warrants exercisable for one ordinary share
Investment Management Trust Agreement financial
"the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Extension Amendment regulatory
"the Company amended the Company’s Third Amended and Restated Memorandum and Articles of Association ... (the “Extension Amendment”)"
extraordinary general meeting regulatory
"at an extraordinary general meeting of shareholders held on March 27, 2026"
non-interest bearing, unsecured promissory note financial
"in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination"
redeem financial
"holders of 6,135 ordinary shares of the Company exercised their right to redeem such shares"
To redeem means to exchange a financial instrument—like a bond, preferred share, voucher, or convertible security—for cash or its agreed value when the issuer or holder triggers repayment. Investors care because redemption changes who holds the investment, when they get paid, and how much cash a company must use, affecting yield, ownership stakes and short‑term liquidity much like cashing a coupon or getting a loan repaid.
ordinary shares financial
"Following the aforementioned Redemption, AlphaTime will have 2,545,432 ordinary shares outstanding."
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Understanding 8-K Material Events →
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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): March 27, 2026

 

ALPHATIME ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41584   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   OTC Expert Market
Ordinary Shares, par value $0.0001 per share   ATMC   OTC Expert Market
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share   ATMCW   OTC Expert Market
Rights, each right entitling the holder thereof to one-tenth of one ordinary share   ATMCR   OTC Expert Market

 

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 March 27, 2026 (the “Meeting”), on March 27, 2026, 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 April 4, 2026, (the “Termination Date”) up to eight (8) times, with each extension comprised of one month each from the Termination Date, or extended date, as applicable, to December 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”) $15,000 for each monthly extension (the “Extension Payment”) until December 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 March 27, 2026, by special resolution, the Company amended the Company’s Third Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) on March 27, 2026, in the form set forth in Annex A to the definitive proxy statement, filed with the Securities and Exchange Commission on March 17, 2026 (the “Extension Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to eight (8) times, each comprised of one month each (each an “Extension”) up to December 4, 2026 for a total of eight (8) 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 March 27, 2026, 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
2,136,910   1,994   15

 

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
2,137,195   1,611   113

 

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
2,136,864   2,021   34

 

Although Proposal No. 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.

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Meeting, holders of 6,135 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, $79,480.65 (approximately $12.96 per share) will be removed from the Trust Account to pay such holders and $4,762,484.24 will remain in the Trust Account, subject to further redemption reversal requests (if any) received and approved by AlphaTime. Following the aforementioned Redemption, AlphaTime will have 2,545,432 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 March 27, 2026.
     
10.1   Amendment to the Investment Management Trust Agreement, dated March 27, 2026, 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: April 1, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did AlphaTime Acquisition Corp (ATMC) shareholders approve on March 27, 2026?

Shareholders approved extensions to AlphaTime’s business combination deadline and related charter and trust agreement amendments. The company may extend its termination date up to eight one-month periods to December 4, 2026 by making specified cash deposits into the trust account.

How long can AlphaTime Acquisition Corp (ATMC) now extend its SPAC deadline?

AlphaTime may extend its business combination deadline from April 4, 2026 up to eight times, each for one month, potentially reaching December 4, 2026. Each extension requires advance notice to the trustee and a cash deposit into the trust account.

What are the financial terms of AlphaTime’s monthly extension payments?

For each one-month extension, AlphaTime must deposit $15,000 into its trust account. In return, it issues a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination, aligning extension funding with future transaction completion.

How many AlphaTime (ATMC) shares were redeemed and at what value?

Holders of 6,135 ordinary shares elected to redeem their shares for a total of $79,480.65. This equates to approximately $12.96 per share, reflecting each redeeming holder’s pro rata portion of the funds then held in AlphaTime’s trust account.

How much money remains in AlphaTime’s trust account after the March 2026 redemptions?

After paying redemption requests totaling $79,480.65, AlphaTime’s trust account balance is $4,762,484.24, subject to any approved redemption reversals. This remaining cash supports the SPAC’s continued efforts to complete a business combination under the extended timeline.

How many AlphaTime (ATMC) ordinary shares remain outstanding after the redemptions?

Following the redemption of 6,135 ordinary shares, AlphaTime has 2,545,432 ordinary shares outstanding. This updated share count reflects the reduced public float after holders exchanged shares for their pro rata portion of trust account funds.

What securities of AlphaTime Acquisition Corp (ATMC) trade on the OTC Expert Market?

AlphaTime has multiple securities on the OTC Expert Market: units trading under ATMCU, ordinary shares under ATMC, warrants under ATMCW exercisable at $11.50 per share, and rights under ATMCR entitling holders to one-tenth of an ordinary share.

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