false
0001889106
0001889106
2025-09-14
2025-09-14
0001889106
ATMC:UnitsEachConsistingOfOneOrdinaryShareOneRedeemableWarrantAndOneRightMember
2025-09-14
2025-09-14
0001889106
ATMC:OrdinarySharesParValue0.0001PerShareMember
2025-09-14
2025-09-14
0001889106
ATMC:RightsEachRightEntitlingHolderThereofToOnetenthOfOneOrdinaryShareMember
2025-09-14
2025-09-14
0001889106
ATMC:WarrantsEachWholeWarrantExercisableForOneOrdinaryShareAtExercisePriceOf11.50PerShareMember
2025-09-14
2025-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 14, 2025
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) |
|
(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)
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 |
| Rights,
each right entitling the holder thereof to one-tenth of one ordinary share |
|
ATMCR |
|
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 |
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.
PIPE
Financing Agreements
On
September 14, 2025, AlphaTime Acquisition Corp (the “Company”) entered into Securities Purchase Agreements (the “SPA”)
with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private
placement, an aggregate of $11.5 million of its ordinary shares (the “PIPE Shares”) and accompanying warrants (the “PIPE
Warrants”) to purchase ordinary shares of the Company (the “PIPE Financing”). The PIPE Financing is being conducted
in connection with the Company’s previously announced business combination (the “Business Combination”) with HCYC Group
Company Limited and related parties.
The
SPA provides for the sale of an aggregate of 1,150,000 ordinary shares at a purchase price of $10.00 per share and warrants to purchase
up to 2,300,000 ordinary shares at an exercise price of $10.00 per share, subject to adjustment as set forth in the PIPE Warrants. The
PIPE Warrants, which will be issued in connection with closing of the PIPE Financing, are exercisable immediately upon issuance
and have a term of five years from the date of issuance. The PIPE Shares and PIPE Warrants, as well as the ordinary shares issuable upon
exercise of the PIPE Warrants, are subject to registration rights as described below.
The
PIPE Financing is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction
of customary closing conditions.
The
SPA, Registration Rights Agreement, and PIPE Warrants (the “PIPE Agreements”), are attached hereto as Exhibits 10.1,
10.2, and 4.1, respectively, and are incorporated herein by reference.
Amended
and Restated PIPE Agreements
On
September 16, 2025, the Company, the Purchasers, and HCYC Holding Company (“HCYC”) entered into an Amended and Restated Securities
Purchase Agreement, an Amended and Restated Registration Rights Agreement, and the PIPE Warrant. The purpose
of the amendments and restatements was to add HCYC as a party to the PIPE Agreements in order to amend and restate the securities purchase agreement and registration rights agreement between HCYC and the Purchasers and warrant, each
dated as of August 14, 2025.
The
Amended and Restated Securities Purchase Agreement, an Amended and Restated Registration Rights Agreement, and the PIPE Warrant (collectively, the “Amended and Restated PIPE Agreements”), are attached hereto as Exhibits 10.3, 10.4,
and 4.2, respectively, and are incorporated herein by reference. The terms of the Amended and Restated PIPE Agreements for the initial
$5 million of the PIPE Financing are described in the attached agreements. The remaining $6.5 million of the PIPE Financing is being
conducted on the same terms and pursuant to the same forms of agreements.
Registration
Rights Agreement
In
connection with the PIPE Financing, the Company entered into a Registration Rights Agreement with the Purchasers, pursuant to which the
Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale
of the PIPE Shares and the ordinary shares issuable upon exercise of the PIPE Warrants. The Company is required to file the initial registration
statement within 15 calendar days following the closing of the PIPE Financing and to use its best efforts to have the registration statement
declared effective within 60 calendar days (or 120 calendar days in the event of a full review by the SEC) following the closing. The
Registration Rights Agreement contains customary terms and conditions, including liquidated damages provisions in the event of certain
registration failures.
PIPE
Warrants
When
issued in connection with the closing of the PIPE Financing, the
PIPE Warrants entitle the holders to purchase ordinary shares of the Company at an exercise price of $10.00 per share, subject to adjustment
as set forth in the PIPE Warrants. The PIPE Warrants are exercisable immediately upon issuance and expire five years from the
date of issuance. The PIPE Warrants contains customary anti-dilution provisions, including adjustments for share splits, combinations,
dividends, and certain other corporate events, as well as provisions for cashless exercise and fundamental transactions.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference. The PIPE Shares and PIPE Warrants (and the ordinary shares
issuable upon exercise of the PIPE Warrants) are being offered and sold in reliance upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S promulgated thereunder. The Purchasers
are accredited investors (as defined in Rule 501 of Regulation D) and/or non-U.S. persons (as defined in Regulation S), and the PIPE
Shares and PIPE Warrants have not been registered under the Securities Act or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form
of AlphaTime Ordinary Purchase Warrant |
| 4.2 |
|
Form
of Amended and Restated AlphaTime Ordinary Purchase Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein). |
| 10.2 |
|
Registration Rights Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein). |
| 10.3 |
|
Amended and Restated Securities Purchase Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein). |
| 10.4 |
|
Amended and Restated Registration Rights Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein). |
| 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.
| |
ALPHAVEST
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Gan Kim Hai |
| |
Name: |
Gan
Kim Hai |
| |
Title: |
Chief
Executive Officer |
Dated:
September 18, 2025
