AlphaTON Capital Corp filings document the foreign private issuer's transition into Alpha Compute Corp, its amended memorandum and articles of association, and related Nasdaq symbol change disclosures. Form 6-K reports also cover material agreements, AI compute infrastructure leases, registration-statement incorporation by reference, shelf and at-the-market offering activity, and ordinary-share capital structure.
The filing record includes governance changes, board composition updates, shareholder voting and security-structure matters, Nasdaq listing compliance notices, rescission of a prior share-exchange transaction, operating and financial updates, and clinical or regulatory disclosures tied to the company's legacy immunotherapy business.
AlphaTON Capital Corp. amended a prior report to file legal opinion and consent related to its at-the-market equity program. Under an At-The-Market Offering Agreement with Chardan Capital Markets, the company may sell ordinary shares with an aggregate offering price of up to $18,473,482 pursuant to its effective Form F-3 shelf and an October 8, 2025 prospectus supplement.
Chardan will act as sales agent or principal, using commercially reasonable efforts to execute sales on Nasdaq or in other permitted transactions, for a fixed 3% cash commission on gross sales. The program ends when all $18,473,482 of shares are sold or the agreement is terminated, and includes customary indemnification, expense reimbursement and standard representations and conditions.
AlphaTON Capital Corp filed a 424B5 prospectus supplement for debt securities and related equity instruments. The document outlines the offering mechanics, risk factors, use of proceeds, and governance provisions for ordinary shares, warrants and units. It discloses 3,258,466 ordinary shares issuable on settlement of pre-funded warrants sold in a September 2025 private placement and lists incorporated public filings including Annual Reports on Form 20-F and Form 6-K reports through July and September 2025.
The filing emphasizes investor limitations tied to its foreign reporting status (reduced Exchange Act obligations), operational and legal risks for holding the TON digital asset (volatility, custodial loss, banking access), debt-related liquidity and covenant risks, and data‑privacy obligations under the British Virgin Islands DPA. It summarizes tax withholding categories and specific investor exclusions and describes offering terms to be set at the time of each issuance.
AlphaTON Capital Corp filed a Form D notice claiming a Regulation D Rule 506(b) exemption for an equity offering that is not a public securities sale. The filing records no cash proceeds (Total Offering Amount $0; Total Amount Sold $0) and indicates the planned issuance of 160,000 ordinary shares, subject to vesting, as partial non‑cash consideration for a treasury management agreement. The issuer is a British Virgin Islands corporation with its principal place of business in Road Town, Tortola, and lists Andrea Park as CFO who signed the notice on 2025-10-07. The offering is limited to less than one year, uses Rule 506(b), and shows a single investor has already participated.
AlphaTON Capital Corp filed a Form 6-K reporting that it has furnished a press release announcing the closing of a private placement. The press release, dated September 25, 2025, is included as Exhibit 99.1.
The filing also states that this Form 6-K, including its exhibits, is incorporated by reference into AlphaTON Capital Corp’s existing registration statements on Form S-8 and Form F-3, meaning the information in this report becomes part of those registration documents for securities law purposes.
AlphaTON Capital Corp outlines key terms of a planned financing and related agreements to support a TON digital asset treasury strategy for the Telegram ecosystem. Under a treasury management agreement, the company will appoint DWF MaaS Limited to manage an initial $20 million, with a further $55 million to be transferred within three months, and DWF’s revenue share and profit share increasing with funding and asset balances. DWF will also receive equity linked to up to 160,000 ordinary shares, vesting over three years, and may convert ordinary shares acquired in the offering into TON within twelve months.
The company expects gross proceeds of about $36.2 million from the financing, which it currently expects to close during the week of September 22, 2025, and certain TON contributors will be subject to staged lock-up releases over up to ten months. A revised master loan arrangement with BitGo Prime, LLC permits drawdowns of up to $35,000,000 at a 14.75% annual interest rate plus fees, secured by TON collateral at up to 200% of the drawn amount, with a six-month repayment term and specified margin and liquidation thresholds.
AlphaTON Capital Corp completed a Regulation D equity offering totaling $36,081,418, with the full amount reported as sold. The notice lists 15 investors and indicates the issuer offered common equity plus options/warrants and the underlying securities to be issued on exercise. The filing identifies Chardan Capital Markets, LLC as an associated broker-dealer and discloses estimated sales commissions of $3,608,141, a portion of which the company expects to pay in ordinary shares. The company reports $0 of proceeds paid to named officers, directors or promoters and asserts the offering was conducted under Rule 506(b). The issuer is organized in the British Virgin Islands and indicates solicitation included foreign/non-US jurisdictions and several named U.S. states.
AlphaTON Capital Corp completed a Regulation D equity offering totaling $36,081,418, with the full amount reported as sold. The notice lists 15 investors and indicates the issuer offered common equity plus options/warrants and the underlying securities to be issued on exercise. The filing identifies Chardan Capital Markets, LLC as an associated broker-dealer and discloses estimated sales commissions of $3,608,141, a portion of which the company expects to pay in ordinary shares. The company reports $0 of proceeds paid to named officers, directors or promoters and asserts the offering was conducted under Rule 506(b). The issuer is organized in the British Virgin Islands and indicates solicitation included foreign/non-US jurisdictions and several named U.S. states.