ATMC / AlphaTime Acquisition Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

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): July 7, 2025 ALPHATIME ACQUISITIO

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): July 7, 2025 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) 00-0000000 Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (

AlphaTime Acquisition Corp Transfers to the Nasdaq Capital Market and Regains Compliance with Nasdaq Listing Requirements

Exhibit 99.1 AlphaTime Acquisition Corp Transfers to the Nasdaq Capital Market and Regains Compliance with Nasdaq Listing Requirements New York, NY, July 9, 2025 — AlphaTime Acquisition Corp (Nasdaq: ATMC, ATMCU, ATMCR, ATMCW) (“AlphaTime” or the “Company”), a special purpose acquisition company, today announced it has received written notice (the “Compliance Notice”) from The Nasdaq Stock Market

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

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): June 3, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41584 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 6, 2025 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 F

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): April 30, 2025 ALPHATIME ACQUISIT

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): April 30, 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)

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): April 17, 2025 ALPHATIME ACQUISIT

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): April 17, 2025 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A00-0000000 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (Exact na

Insider Trading Policy

Exhibit 19 ALPHATIME ACQUSITION CORP POLICY REGARDING INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION Effective April 11, 2025 I.

Clawback Policy

Exhibit 97.1 AlphaTIME acquisition corp Clawback Policy AlphaTime Acquisition Corp (the “Company”) will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41584 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 17, 2025 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissio

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares of Alphatime Acquisition Corp, together with any or all amendments thereto, when and if required.

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Alphatime Acquisition Corp together with any or all amendments thereto, when and if required.

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

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 29, 2025 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commiss

Amendment to the Investment Management Trust Agreement, dated December 20, 2024, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 20, 2024, to the Original Trust Agreement, as amended by Amendment No 1 to the Original Trust Agreement, dated December 28, 2023 (as defined below) is made by and between AlphaTime Acquisition Corp (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Tr

Form of Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on December 20, 2024.

Exhibit 3.1 FORM OF AMENDMENT TO THE THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALPHATIME ACQUISITION CORP December 20, 2024 RESOLVED, as a special resolution, that: (i) Article 37.8 of the Third Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on December 28, 2023 (the Existing Memorandum and Articles)

Amendment to the Investment Management Trust Agreement, dated December 20, 2024, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 20, 2024, to the Original Trust Agreement, as amended by Amendment No 1 to the Original Trust Agreement, dated December 28, 2023 (as defined below) is made by and between AlphaTime Acquisition Corp (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Tr

Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on December 20, 2024. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2024).

Exhibit 3.1 FORM OF AMENDMENT TO THE THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALPHATIME ACQUISITION CORP December 20, 2024 RESOLVED, as a special resolution, that: (i) Article 37.8 of the Third Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on December 28, 2023 (the Existing Memorandum and Articles)

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): December 20, 2024 ALPHATIME ACQUI

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): December 20, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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): December 20, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

ATMC / AlphaTime Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ALPHATIME ACQUISITION CORP - SCHEDULE 13G/A(#1E) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Alphatime Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G0223V105 (CUSIP Number) November 29, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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

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): November 29, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISI

ATMC / AlphaTime Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G0223V105 (CUSIP Number) November 11, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria

ATMC / AlphaTime Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ALPHATIME ACQUISITION CORP (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0223V105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d867713dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

Power of Attorney

EX-99.B 3 d867713dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41584 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR For Period Ended:September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

ATMC / AlphaTime Acquisition Corp / Vivaldi Asset Management, LLC - 13G ATMC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0223V105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

ATMC / AlphaTime Acquisition Corp / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d867713dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AlphaTime Acquisition Corp (Name of Issuer) Common Shares (Title of Class of Securities) G0223V105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

ATMC / AlphaTime Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ALPHATIME ACQUISITION CORP - SCHEDULE 13G Passive Investment

SC 13G 1 karpus-sch13g18886.htm KARPUS INVESTMENT MGT / ALPHATIME ACQUISITION CORP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.    ) * Alphatime Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G0223V105 (CUSIP Number) September 30, 2024 (Date of Event Which Requi

ATMC / AlphaTime Acquisition Corp / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0223V105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

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): August 19, 2024 ALPHATIME ACQUISI

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): August 19, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissi

First Amendment to Agreement and Plan of Merger, dated as of August 19, 2024, by and among AlphaTime Acquisition Corp and HCYC Group Company Limited (incorporated be reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2024).

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 19, 2024, is entered into by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not def

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): August 19, 2024 ALPHATIME ACQUISI

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): August 19, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissi

First Amendment to Agreement and Plan of Merger, dated as of August [●], 2024, by and among AlphaTime Acquisition Corp and HCYC Group Company Limited.

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 19, 2024, is entered into by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41584 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 Commission File Number 001-41584 ALPHATIME A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation) (I.R.S. Emplo

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF ALPHATIME ACQUISITION CORP None.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41584 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

ATMC / AlphaTime Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 atmc20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ALPHATIME ACQUISITION CORP (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0223V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

ATMC / AlphaTime Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G0223V105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

ATMC / AlphaTime Acquisition Corp / ALPHAMADE HOLDING LP Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 AlphaTime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G0223V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

ATMC / AlphaTime Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 atmcu20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ALPHATIME ACQUISITION CORP (Name of Issuer) Units, each consisting of one ordinary share, one redeemable warrant and one right (Title of Class of Securities) G0223V113 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t

ATMC / AlphaTime Acquisition Corp / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea192852-13gwealthalpha.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0223V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

Joint Filing Agreement, dated as of February 8, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea192852ex99-1alpha.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sched

SCHEDULE 13G CUSIP No. G0223V113 Page 11 of 11 Pages

EX-99.1 SCHEDULE 13G CUSIP No. G0223V113 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Alpha Time Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant t

ATMC / AlphaTime Acquisition Corp / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d886494dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Time Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G0223V113 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41584 ALPHATIME ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41584 ALPHATIME ACQUISITION CO

ALPHATIME ACQUISITION CORP. 500 5TH AVENUE, SUITE 938 NEW YORK, NEW YORK 10110

ALPHATIME ACQUISITION CORP. 500 5TH AVENUE, SUITE 938 NEW YORK, NEW YORK 10110 January 23, 2024 BY EDGAR Frank Knapp and Wilson Lee Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: AlphaTime Acquisition Corp Form 10-K for the fiscal year ended December 31, 2022 Response Dated December 26, 2023 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41584 ALPHATIME ACQUISITION COR

Agreement and Plan of Merger, dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Holding Company, HCYC Group Company Limited and the additional parties thereto.

Exhibit 2.1 PRIVATE AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGER dated January 5, 2024 by and among HCYC Holding Company, Alphatime Acquisition Corp, HCYC Group Company Limited, ATMC Merger Sub 1 Limited, ATMC Merger Sub 2 Limited, and HCYC Merger Sub Limited TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Table of Defined Terms 10 ARTICLE II INITIAL MERGERS 11 2.1 Initial Me

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 5, 2024 ALPHATIME ACQUISI

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 5, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissi

Sponsor Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp,, HCYC Holding Company, AlphaMade Holding LP and the additional parties thereto.

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024, by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defin

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 2024 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissi

AlphaTime Acquisition Corp Announces Entering into a Merger Agreement with HCYC Group Company Limited

Exhibit 99.1 AlphaTime Acquisition Corp Announces Entering into a Merger Agreement with HCYC Group Company Limited New York, NY, January 5, 2024 — AlphaTime Acquisition Corp (NASDAQ: ATMC, ATMCU, ATMCR, and ATMCW) (“ATMC”), a special purpose acquisition company, announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which ATMC will undergo a business combi

Agreement and Plan of Merger, dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Holding Company, HCYC Group Company Limited and the additional parties thereto.

Exhibit 2.1 PRIVATE AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGER dated January 5, 2024 by and among HCYC Holding Company, Alphatime Acquisition Corp, HCYC Group Company Limited, ATMC Merger Sub 1 Limited, ATMC Merger Sub 2 Limited, and HCYC Merger Sub Limited TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Table of Defined Terms 10 ARTICLE II INITIAL MERGERS 11 2.1 Initial Me

Shareholder Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Group Company Limited and the additional parties thereto.

Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024 by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto who hold Share

Shareholder Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp, HCYC Group Company Limited and the additional parties thereto.

Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024 by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto who hold Share

Sponsor Support Agreement dated as of January 5, 2024, by and among AlphaTime Acquisition Corp,, HCYC Holding Company, AlphaMade Holding LP and the additional parties thereto.

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024, by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defin

AlphaTime Acquisition Corp Announces Entering into a Merger Agreement with HCYC Group Company Limited

Exhibit 99.1 AlphaTime Acquisition Corp Announces Entering into a Merger Agreement with HCYC Group Company Limited New York, NY, January 5, 2024 — AlphaTime Acquisition Corp (NASDAQ: ATMC, ATMCU, ATMCR, and ATMCW) (“ATMC”), a special purpose acquisition company, announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which ATMC will undergo a business combi

Form of Third Amended and Restated Memorandum and Articles of Association, adopted on December 28, 2023.

Exhibit 3.1 Companies Act (revised) Company Limited by Shares THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AlphaTime Acquisition Corp Adopted by special resolution dated [ ], 2023 and with effect from [ ], 2023 [500092.00001] Companies Act (Revised) Company Limited by Shares Third Amended and Restated Memorandum of Association of AlphaTime Acquisition Corp Adopted by specia

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 28, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

Amendment to the Investment Management Trust Agreement, dated December 28, 2023, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of December 28, 2023, to the Original Trust Agreement (as defined below) is made by and between AlphaTime Acquisition Corp (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), as trustee (“Trustee”). All terms used but not defined herein

Other Events, Financial Statements and Exhibits

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): December 26, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

AlphaTime Acquisition Corp Announces Adjournment of Extraordinary General Meeting of Shareholders

Exhibit 99.1 AlphaTime Acquisition Corp Announces Adjournment of Extraordinary General Meeting of Shareholders New York, New York December 26, 2023 /GlobeNewswire/ — AlphaTime Acquisition Corp (Nasdaq: ATMC, ATMCU, ATMCR, and ATMCW) (the “Company”) announced today that the Company’s Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”) was convened on December 26, 202

ALPHATIME ACQUISITION CORP 500 5TH AVENUE, SUITE 938 NEW YORK, NEW YORK 10110

ALPHATIME ACQUISITION CORP 500 5TH AVENUE, SUITE 938 NEW YORK, NEW YORK 10110 December 26, 2023 BY EDGAR Frank Knapp and Wilson Lee Division of Corporation Finance Office of Real Estate & Construction U.

Alphatime Acquisition Corp Announces Adjournment of Extraordinary General Meeting of Shareholders

Exhibit 99.1 Alphatime Acquisition Corp Announces Adjournment of Extraordinary General Meeting of Shareholders New York, New York December 21, 2023 /Globe Newswire/ — Alphatime Acquisition Corp (Nasdaq: ATMC, ATMCU, ATMCR, and ATMCW) (the “Company”) announced today that the Company’s Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”) was convened on December 20, 20

Other Events, Financial Statements and Exhibits

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): December 20, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISI

AlphaTime Acquisition Corp. Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 AlphaTime Acquisition Corp. Announces Extension of Deadline to Complete Business Combination NEW YORK, NY, October 3, 2023 — AlphaTime Acquisition Corp. (Nasdaq: ATMC, ATMCU, ATMCR, and ATMCW) (the “Company”), a special purpose acquisition company, announced today that, on September 27, 2023, it notified the trustee of the Company’s trust account that it was extending the time availab

AlphaTime Acquisition Corp. Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 AlphaTime Acquisition Corp. Announces Extension of Deadline to Complete Business Combination NEW YORK, NY, October 3, 2023 — AlphaTime Acquisition Corp. (Nasdaq: ATMC, ATMCU, ATMCR, and ATMCW) (the “Company”), a special purpose acquisition company, announced today that, on September 27, 2023, it notified the trustee of the Company’s trust account that it was extending the time availab

Other Events, Financial Statements and Exhibits

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 27, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commi

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 27, 2023 ALPHATIME ACQU

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 27, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 Commission File Number 001-41584 ALPHATIME A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation) (I.R.S. Emplo

Description of Securities (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023).

Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated memorandum and articles of association, our authorized share capital consists of 200,000,000 ordinary shares, $0.0001 par value and 1,000,000 undesignated preferred shares, $0.0001 par value. The following description summarizes the material terms of our shares. Because it is only a summary, it may not contain all the infor

ATMC / AlphaTime Acquisition Corp / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G 1 formsc-13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Alphatime Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G0223V105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria

ATMC / AlphaTime Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 atmcu20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alphatime Acquisition Corporation (Name of Issuer) Units, each consisting of one ordinary share, one redeemable warrant and one right (Title of Class of Securities) G0223V113 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing o

Other Events, Financial Statements and Exhibits

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 18, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commiss

AlphaTime Acquisition Corp Announces the Separate Trading of its Ordinary Shares, Warrants and Rights Commencing January 19, 2023

Exhibit 99.1 AlphaTime Acquisition Corp Announces the Separate Trading of its Ordinary Shares, Warrants and Rights Commencing January 19, 2023 New York, NY – January 18, 2023 – AlphaTime Acquisition Corp (the “Company”) announced that, commencing January 19, 2023, holders of the 6,900,000 units sold in the Company’s initial public offering, including the 900,000 units sold pursuant to the full exe

Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 9, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorp

ALPHATIME ACQUISITION CORP BALANCE SHEET JANUARY 9, 2023

EX-99.1 2 ex99-1.htm Exhibit 99.1 ALPHATIME ACQUISITION CORP BALANCE SHEET JANUARY 9, 2023 January 4, Pro Forma 2023 Adjustments As Adjusted (unaudited) (unaudited) ASSETS Current assets: Cash $ - 40,500 h) 485,054 i) $ 525,554 Prepaid expenses 7,524 - 7,524 Cash held in Escrow Account 779,034 (485,054 ) i) (293,980 ) i) - Cash held in Trust Account - Current 280,350 (280,350 ) k) - Other assets -

ALPHATIME ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 ALPHATIME ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of AlphaTime Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 4, 2023 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Alpha

Other Events, Financial Statements and Exhibits

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 4, 2023 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commissi

ATMC / AlphaTime Acquisition Corp / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AlphaTime Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) N/A (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

JOINT FILING AGREEMENT

Exhibit 1 CUSIP No. N/A SCHEDULE 13G Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of AlphaTime Acquisition Corp dated as of January 9, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-3.1 3 ex3-1.htm Exhibit 3.1 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AlphaTime Acquisition Corp Adopted by special resolution dated December 30, 2022 [500092.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of AlphaTime Acquisition Corp Adopted by special resolution on

Rights Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-4.1 4 ex4-1.htm Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of December 30, 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as rights agent (the “Rights Agent”). WHEREAS, the Company has received a firm commitment from Alphamade Holding L

Investment Management Trust Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.2 7 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 30, 2022 by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”). WHEREAS, the Company

AlphaTime Acquisition Corp Announces Closing of $60 Million Initial Public Offering

Exhibit 99.2 AlphaTime Acquisition Corp Announces Closing of $60 Million Initial Public Offering Cayman Islands ? January 5, 2023 ? AlphaTime Acquisition Corp (NASDAQ: ATMCU, the ?Company?), a newly organized blank check company incorporated in the Cayman Islands, today announced that it closed its initial public offering of 6,000,000 units at a price of $10.00 per unit. The units are listed on th

AlphaTime Acquisition Corp Announces Pricing of $60 Million Initial Public Offering

EX-99.1 14 ex99-1.htm Exhibit 99.1 AlphaTime Acquisition Corp Announces Pricing of $60 Million Initial Public Offering Cayman Islands – December 30, 2022 – AlphaTime Acquisition Corp (the “Company”) today announced the pricing of its initial public offering of 6,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticke

Securities Escrow Agreement, dated December 30, 2022, by and among the Company, American Stock Transfer & Trust Company and the initial shareholders party thereto. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

Exhibit 10.6 SECURITIES ESCROW AGREEMENT This Securities Escrow Agreement, dated as of December 30, 2022 (?Agreement?), by and among AlphaTime Acquisition Corp, a Cayman Islands exempted Company (the ?Company?), the initial shareholders listed on Exhibit A attached hereto (each, an ?Initial Shareholder? and collectively the ?Initial Shareholders?) and American Stock Transfer & Trust Company, a New

Registration Rights Agreement, dated December 30, 2022, by and among the Company, Alphamade Holding, LP and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.3 8 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2022, is made and entered into by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page

Warrant Agreement, dated December 30, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-4.2 5 ex4-2.htm Exhibit 4.2 WARRANT AGREEMENT This agreement (“Agreement”) is made as of December 30, 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a pub

Letter Agreement, dated December 30, 2022, by and among the Company, its executive officers, its directors and Alphamade Holding LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.1 6 ex10-1.htm Exhibit 10.1 December 30, 2022 AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered i

Units Purchase Option, dated December 30, 2022, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.5 10 ex10-5.htm Exhibit 10.5 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE,

Form of Indemnity Agreement

EX-10.9 13 ex10-9.htm Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 30, 2022, by and between ALPHATIME ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities

Administrative Services Agreement, dated December 30, 2022, by and between the Company and Alphamade Holding, LP (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.7 12 ex10-7.htm Exhibit 10.7 AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110 December 30, 2022 Alphamade Holding LP 500 5th Avenue, Suite 938 New York, NY 10110 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between AlphaTime Acquisition Corp (the “Company”) and Alphamade Holding LP (“AlphaTime”), dated as o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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): December 30, 2022 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41584 N/A (State or other jurisdiction of incorporation) (Commis

Private Placement Unit Purchase Agreement, dated December 30, 2022, by and between the Company and Alphamade Holding LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

EX-10.4 9 ex10-4.htm Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 30, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Alphamade Holding LP, a Delaware

Underwriting Agreement, dated December 30, 2022, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2023).

Exhibit 1.1 6,000,000 Units ALPHATIME ACQUISITION CORP UNDERWRITING AGREEMENT December 30, 2022 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, AlphaTime Acquisition Corp, a Cayman Islands exempted company (?Company?), hereby confirms its agreement with Chardan

ALPHATIME ACQUISITION CORP 6,000,000 Units

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-268696 $60,000,000 ALPHATIME ACQUISITION CORP 6,000,000 Units AlphaTime Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AlphaTime Acquisition Corp (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AlphaTime Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization) N/A (I.R.S. Employer Identification No.) 500 5th Avenue,

AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110

CORRESP 1 filename1.htm AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110 December 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: AlphaTime Acquisition Corp Registration on Form S-1 Filed on December 7, 2022, as amended File No. 333-268696 Dear Mr. Schiffman, Pu

Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004

CORRESP 1 filename1.htm Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 December 29, 2022 VIA EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4720 Attention: Todd Schiffman Re: AlphaTime Acquisition Corp Registration Statement on Form S-1 File No. 333-268696 Dear Mr. Schiffman: Pursuant to Rule 461 of the

As filed with the U.S. Securities and Exchange Commission on December 23, 2022.

As filed with the U.S. Securities and Exchange Commission on December 23, 2022. Registration No. 333-268696 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AlphaTime Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of I

Form of Underwriting Agreement.

Exhibit 1.1 6,000,000 Units ALPHATIME ACQUISITION CORP UNDERWRITING AGREEMENT December [ ], 2022 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, AlphaTime Acquisition Corp, a Cayman Islands exempted company (?Company?), hereby confirms its agreement with Chardan

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ALPHATIME ACQUISITION CORP UNITS CONSISTING OF ONE ORDINARY SHARE, ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE ORDINARY SHARE, AND ONE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of AlphaTime Acquisition Corp, a Cayman Islands

As filed with the U.S. Securities and Exchange Commission on December 7, 2022.

S-1 1 forms-1.htm As filed with the U.S. Securities and Exchange Commission on December 7, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AlphaTime Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorp

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 7, 2022)

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares AlphaTime Acquisition Corp AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (Adopted by Special Resolutions passed on 8 January 2022) #VPF:FRQ23591# 1 Filed: 12-Jan-2022 11:26 EST www.verify.gov.ky File#: 381137 Auth Code: H13971763097 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Alph

Securities Subscription Agreement, between the Registrant and the sponsor dated September 30, 2021.

Exhibit 10.5 AlphaTime Acquisition Corp 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009 Cayman Islands Alphamade Holding LP 500 Fifth Avenue Suite 938 New York NY 10110 September 30, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: AlphaTime Acquisition Corp, a Cayman Islands exempted company (the ?Company,? ?we? or ?us?), is pleased to accept the offer made by Alphamade Holding L

Form of Letter Agreement among the Registrant and its founders.

Exhibit 10.2 [?], 2022 AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among AlphaTime Ac

Consent of Michael L. Coyne.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by AlphaTime Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of AlphaTim

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ALPHATIME ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(3)(5) Newly Registered Securities Fees to Be Paid Equity Units(2) Rule 457(o) 6,900,000 $ 10.

Form of Audit Committee Charter.

EX-99.1 34 ex99-1.htm Exhibit 99.1 ALPHATIME ACQUISITION CORP AUDIT COMMITTEE CHARTER Effective [●], 2022 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of AlphaTime Acquisition Corp (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal a

Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC.

Exhibit 4.6 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA

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December 7, 2022 VIA EDGAR Todd Schiffman John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Re: AlphaTime Acquisition Corp Amendment No.

Amended and Restated Promissory Note, dated November 23, 2021, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022.

EX-10.9 24 ex10-9.htm Exhibit 10.9 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby has caused this Note to be duly executed by the undersigned as of the day and year first above written. ALPHATIME ACQUISITON CORP By: /s/ Dajiang Guo Name: Dajiang Guo Title: CEO

Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 WARRANT AGREEMENT This agreement (?Agreement?) is made as of [?], 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (?Company?), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in a public offering (?Public Offer

Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

EX-4.4 11 ex4-4.htm Exhibit 4.4 NUMBER SPECIMEN RIGHTS CERTIFICATE ALPHATIME ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, $0.0001 par value (the “Ordinary Share”), of A

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G0223V105 ALPHATIME ACQUISITION CORP ORDINARY SHARES THIS CERTIFIES THAT is the owner of ordinary shares, par value $0.0001 per share (each, a ?Ordinary Share?), of AlphaTime Acquisition Corp, a Cayman Islands exempted company (the ?Company?), transferable on the books of the Company in person or by duly authorized attorney upo

Form of Rights Agreement between American Stock Transfer & Trust Company and the Registrant.

Exhibit 4.7 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, a limited purpose trust company, as rights agent (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from Alphamade Holding LP, a Delaware limited liabi

Consent of Li Wei.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by AlphaTime Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of AlphaTim

Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS ALPHATIME ACQUISITION CORP CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant(s)?) of AlphaTime Acquisition Corp, a Cayman Islands Exempted Company (the ?Company?), expiring at 5:00 p.m

Form of Registration Rights Agreement among the Registrant and certain security holders.

EX-10.4 19 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and AlphaTime Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Alphamade Holding LP, a Delaware limited partnership (the ?Purc

Form of Indemnity Agreement.

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2022, by and between ALPHATIME ACQUISITION CORP, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AlphaTime Acquisition Corp Adopted by special resolution dated [ ], 2022 [500092.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of AlphaTime Acquisition Corp Adopted by special resolution on [ ], 2022 1 The name of the

Consent of Wen He.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by AlphaTime Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of AlphaTim

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.8 AlphaTime Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110 [●], 2022 Alphamade Holding LP 500 5th Avenue, Suite 938 New York, NY 10110 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between AlphaTime Acquisition Corp (the “Company”) and Alphamade Holding LP (“AlphaTime”), dated as of the date hereof, will confir

Form of Securities Escrow Agreement among the Registrant, American Stock Transfer & Trust Company and the Initial Shareholders.

Exhibit 10.11 SECURITIES ESCROW AGREEMENT This Securities Escrow Agreement, dated as of [?], 2022 (?Agreement?), by and among AlphaTime Acquisition Corp, a Cayman Islands exempted Company (the ?Company?), the initial shareholders listed on Exhibit A attached hereto (each, an ?Initial Shareholder? and collectively the ?Initial Shareholders?) and American Stock Transfer & Trust Company, a New York l

Second Amended and Restated Promissory Note, dated January 26, 2022, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022

Exhibit 10.10 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

Third Amended and Restated Promissory Note, dated October 20, 2022, issued to Alphamade Holding LP ((incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022).

Exhibit 10.12 THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A

Form of Compensation Committee Charter.

Exhibit 99.2 ALPHATIMEACQUISITION CORP COMPENSATION COMMITTEE CHARTER Effective [?], 2022 I. Purposes The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of AlphaTime Acquisition Corp (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensatio

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-[?

Form of Code of Ethics.

Exhibit 14 ALPHATIME ACQUISITION CORP FORM OF CODE OF ETHICS Effective [], 2022 I.

Promissory Note, dated September 30, 2021, issued to Alphamade Holding LP (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-268696), filed with the SEC on December 23, 2022

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

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November 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Re: AlphaTime Acquisition Corp Draft Registration Statement on Form S-1 Submitted November 24, 2021 CIK No.

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 2, 2022. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein r

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 2, 2022. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STAT

EX-10.9

EX-10.9 4 filename4.htm Exhibit 10.9

WARRANT AGREEMENT

EX-4.4 3 filename3.htm Exhibit 4.4 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a public

(SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)

EX-4.3 2 filename2.htm Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS ALPHATIME ACQUISITION CORP CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of AlphaTime Acquisition Corp, a Cayman Islands Exempted Company (the “Company”

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 24, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains

DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 24, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGI