AlphaTON Capital Corp (NASDAQ: ATON) updates warrant prospectus and discloses put-driven share repurchase

Rhea-AI Filing Summary

AlphaTON Capital Corp updates a prospectus covering 481,581 Ordinary Shares underlying warrants and attaches a new Form 6-K by incorporation. The supplement keeps the original F-1 offering framework in place but refreshes it with the latest company disclosure.

The attached Form 6-K explains that, under prior side letters tied to a September 2025 private placement, one investor exercised a put option on December 8, 2025. AlphaTON must transfer 1,230,590.71 locked TON tokens and 187,515.21 liquid TON tokens back to this investor in exchange for repurchasing 658,644 Ordinary Shares previously issued in that financing.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275229

PROSPECTUS SUPPLEMENT

(to Prospectus dated November 7, 2023)

 

AlphaTON Capital Corp

481,581 Ordinary Shares underlying Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-275229), as amended most recently by the post-effective amendment filed on August 23, 2024, with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on December 31, 2025 (the “December 31, 2025 Form 6-K”). Accordingly, we have attached the December 31, 2025 Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ATON”. On January 27, 2026, the closing sale price of our Ordinary Shares as reported on Nasdaq was $0.598.

Investing in the securities offered in the Prospectus involves a high degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 9 of the Prospectus, and in the other documents that are incorporated by reference into the Prospectus.

Neither the Securities and Exchange Commission nor any state or non-U.S. regulatory body has approved or disapproved of the securities offered in the Prospectus or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 28, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File Number: 001-40086

AlphaTON Capital Corp

(Translation of registrant’s name into English)

Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]	Form 40-F [  ]

INCORPORATION BY REFERENCE

This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961, 333-290827, 333-291341 and 333-291921) of AlphaTON Capital Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 

As previously disclosed, in connection with AlphaTON Capital Corp’s (the “Company”) September 2025 private placement financing (the “Sept. 2025 Private Placement Financing”), the Company entered into certain Side Letter Agreements (each, a “Side Letter”) with certain investors in the Sept. 2025 Private Placement Financing. The Side Letters granted an irrevocable right and option to these investors to require the Company to repurchase all the ordinary shares of the Company (“Ordinary Shares”) received by the respective investor in exchange for the consideration initially provided by the respective investor to the Company (the “Put Option”). The period in which the Put Option may be exercised varies from six to twelve months, depending on the investor, after the September 25, 2025 closing of the Sept. 2025 Private Placement Financing.

On December 8, 2025, one of these investors exercised its Put Option, obligating the Company to transfer to the investor 1,230,590.71 locked TON tokens and 187,515.21 liquid TON tokens (which represents the consideration initially provided by this investor to the Company), with no adjustment for value, in exchange for the repurchase by the Company of the 658,644 Ordinary Shares received by this investor in the Sept. 2025 Private Placement Financing.

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, thereunto duly authorized.

Date: December 23, 2025

ALPHATON CAPITAL CORP

By:	/s/ Brittany Kaiser
	Brittany Kaiser
	Chief Executive Officer

FAQ

What does AlphaTON Capital Corp's latest prospectus supplement cover?

The prospectus supplement updates a prior F-1 prospectus covering 481,581 Ordinary Shares underlying warrants. It incorporates a new Form 6-K disclosure, ensuring investors have the latest information while the existing registered warrant share framework and risk factors remain in effect.

How many AlphaTON (ATON) shares are involved in the updated registration?

The supplement relates to an existing registration for 481,581 Ordinary Shares underlying warrants. This number reflects the shares issuable on warrant exercise, while additional figures in the Form 6-K, such as 658,644 Ordinary Shares, concern a separate repurchase transaction.

What transaction did AlphaTON (ATON) disclose from the September 2025 private placement?

AlphaTON disclosed that one private placement investor exercised a contractual put option. The company must repurchase 658,644 Ordinary Shares issued in September 2025 by returning 1,230,590.71 locked TON tokens and 187,515.21 liquid TON tokens originally received as consideration.

How does the investor put option work in AlphaTON's September 2025 financing?

Side letters granted certain investors an irrevocable put option to require AlphaTON to repurchase their Ordinary Shares. In return, the company must transfer back the exact TON token consideration initially provided, without value adjustment, if exercised within the agreed six to twelve-month window.

When was the put option exercised and what did AlphaTON (ATON) agree to transfer?

On December 8, 2025, one investor exercised its put option. AlphaTON became obligated to transfer 1,230,590.71 locked TON tokens and 187,515.21 liquid TON tokens back to the investor in exchange for repurchasing 658,644 Ordinary Shares from the September 2025 financing.

Is AlphaTON Capital Corp's Form 6-K now part of other registration statements?

Yes. The Form 6-K is incorporated by reference into AlphaTON’s Form S-8 and Form F-3 registration statements listed in the filing. This means its contents are legally considered part of those registration documents until later filings supersede them.