AlphaTime Seeks 3-Month Extension for HCYC Merger, Offers $11.96 Redemptions

TL;DR

**AlphaTime is on the clock; vote FOR the extension or prepare for liquidation, but don't expect a guaranteed deal.**

AI Summary

ALPHATIME ACQUISITION CORP (AlphaTime) is seeking shareholder approval to extend its business combination deadline from October 4, 2025, to January 4, 2026, through three one-month extensions. This extension requires amending AlphaTime's Third Amended and Restated Memorandum and Articles of Association and its investment management trust agreement. The company entered into a business combination agreement with HCYC Holding Company on January 5, 2024, but there is no guarantee of its consummation. To fund each one-month extension, AlphaTime's sponsor or its designees must deposit $55,000 into the Trust Account, receiving a non-interest bearing promissory note. As of the Record Date, September 3, 2025, the Trust Account held $15,973,809.27, resulting in a redemption price of approximately $11.96 per Public Share, which was $0.09 higher than the Nasdaq closing price of $11.87. The Extension Amendment Proposal requires a two-thirds affirmative vote of outstanding Ordinary Shares, while the Trust Agreement Amendment Proposal needs 65% approval. If extensions are not approved and a business combination isn't completed, AlphaTime will redeem Public Shares and liquidate.

Why It Matters

This filing is critical for AlphaTime investors as it directly impacts the SPAC's ability to complete its proposed business combination with HCYC Group Company Limited. Without the extension, AlphaTime faces liquidation by October 4, 2025, potentially leaving investors with only the redemption value and no upside from a successful merger. The competitive SPAC market means AlphaTime needs more time to finalize its deal or find an alternative, highlighting the challenges in closing complex transactions. Employees and customers of HCYC Group Company Limited also face uncertainty regarding the merger's future and the stability it could bring.

Risk Assessment

Risk Level: high — The risk level is high because there is no assurance that AlphaTime will be able to consummate a Business Combination by the Extended Date, January 4, 2026, even if the extensions are approved. Furthermore, the sponsor is not obligated to fund the $55,000 per month extension payments, and if the business combination fails, the promissory notes issued for these payments will not be repaid unless funds are available outside the Trust Account.

Analyst Insight

Investors should carefully weigh the potential for a successful business combination against the risk of liquidation. Consider redeeming shares if you prefer the current $11.96 redemption price over the uncertainty of an extended search for a deal. If you believe in the HCYC merger or AlphaTime's ability to find another target, vote 'FOR' the extension proposals.

Financial Highlights

total Assets

$15,973,809.27

cash Position

$15,973,809.27

Key Numbers

• $15,973,809.27 — Aggregate amount in Trust Account (As of the Record Date, September 3, 2025)
• $11.96 — Redemption price per Public Share (As of the Record Date, approximately $0.09 higher than market price)
• $11.87 — Closing price of Public Shares on Nasdaq (As of the Record Date)
• $55,000 — Cost per one-month extension (To be deposited into Trust Account by Sponsor)
• October 4, 2025 — Current Termination Date (Deadline for business combination without extension)
• January 4, 2026 — Extended Date (New deadline if all extensions are approved)
• 3,469,450 — Total Ordinary Shares outstanding (As of the date of the Proxy Statement)
• 1,335,250 — Public Shares outstanding (As of the Record Date)
• 1,725,000 — Founder Shares outstanding (As of the Record Date)
• 65% — Approval threshold for Trust Agreement Amendment Proposal (Requires affirmative vote of outstanding Ordinary Shares)

Key Players & Entities

• ALPHATIME ACQUISITION CORP (company) — Registrant seeking extension
• HCYC Holding Company (company) — Proposed merger partner (PubCo)
• Equiniti Trust Company, LLC (company) — Trustee for AlphaTime's investment management trust agreement
• Winston & Strawn LLP (company) — Location of the Extraordinary General Meeting
• Gan Kim Hai (person) — Chief Executive Officer of AlphaTime Acquisition Corp
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Capital Market (regulator) — Exchange where Public Shares are traded
• Cayman Islands (regulator) — Jurisdiction of AlphaTime's incorporation
• Sponsor (company) — Entity responsible for extension payments
• Board of Directors (person) — Recommends voting 'FOR' the proposals

FAQ

Risk Factors

• Liquidation Risk if Business Combination Not Completed [high — financial]: If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved, or if a business combination is not completed by the current termination date of October 4, 2025, AlphaTime will be required to redeem all Public Shares. This liquidation event would result in shareholders receiving a pro rata portion of the funds held in the Trust Account.
• Sponsor Funding Dependency for Extensions [medium — financial]: Each one-month extension requires a $55,000 deposit into the Trust Account by AlphaTime's sponsor or its designees. There is no obligation for the sponsor to provide these funds, creating uncertainty regarding the company's ability to secure the full extension period.
• Uncertainty of Business Combination Consummation [high — legal]: AlphaTime entered into a business combination agreement with HCYC Holding Company on January 5, 2024, but there is no guarantee that this transaction will be consummated. Failure to complete the business combination by the extended deadline will lead to liquidation.
• Shareholder Approval Thresholds [medium — regulatory]: The Extension Amendment Proposal requires a two-thirds affirmative vote of outstanding Ordinary Shares, while the Trust Agreement Amendment Proposal needs 65% approval. Failure to meet these thresholds will prevent the extensions from being implemented.

Industry Context

AlphaTime operates within the Special Purpose Acquisition Company (SPAC) industry, which has seen significant evolution. While SPACs offer an alternative route to public markets, they face scrutiny regarding deal completion timelines and shareholder value preservation. The current market environment requires SPACs to demonstrate clear paths to value creation and efficient execution of business combinations.

Regulatory Implications

The proposals require specific shareholder approval thresholds (two-thirds for charter amendment, 65% for trust agreement amendment), highlighting the importance of shareholder engagement. Failure to meet these thresholds or complete a business combination by the deadline will trigger mandatory liquidation, impacting regulatory compliance and investor returns.

What Investors Should Do

1. Vote on the Extension Amendment Proposal: Shareholders must approve this proposal to allow AlphaTime more time to find and complete a business combination, avoiding liquidation.
2. Vote on the Trust Agreement Amendment Proposal: Approval is needed to allow the sponsor to fund extensions, which is a prerequisite for the deadline extension.
3. Consider redemption rights: Shareholders who do not wish to extend the business combination deadline have the opportunity to exercise their redemption rights.
4. Review the HCYC Business Combination Agreement details: Investors should assess the terms and likelihood of the proposed business combination with HCYC Holding Company.

Key Dates

• 2025-10-01: Extraordinary General Meeting — Shareholders will vote on proposals to extend the business combination deadline.
• 2025-10-04: Current Termination Date — Deadline for AlphaTime to complete a business combination without extensions.
• 2026-01-04: Extended Date — New deadline for business combination if all three one-month extensions are approved and funded.
• 2024-01-05: Business Combination Agreement with HCYC Holding Company — Marks the initial agreement for a business combination, the consummation of which is uncertain.
• 2025-09-03: Record Date — Determines shareholders eligible to vote at the Extraordinary General Meeting.

Glossary

Trust Account

An account holding funds from the IPO, intended to be used for a business combination or for redemption of public shares. (Contains the majority of AlphaTime's assets, and its use is central to the extension proposals and potential liquidation.)

Public Shares

Ordinary shares issued in the IPO to public investors. (These shares are subject to redemption if a business combination is not completed or if shareholders choose to redeem.)

Sponsor

An entity or individual that typically purchases founder shares and private placement warrants at a nominal price before the IPO. (The sponsor is responsible for funding the extensions, impacting the company's ability to extend its deadline.)

Business Combination

The acquisition of or merger with another company, which is the primary objective of a special purpose acquisition company (SPAC) like AlphaTime. (The completion of a business combination is the core purpose of AlphaTime's existence; failure to do so leads to liquidation.)

Extension Amendment Proposal

A shareholder proposal to amend the company's charter to extend the deadline for completing a business combination. (This is the primary proposal requiring shareholder approval to allow AlphaTime more time.)

Trust Agreement Amendment Proposal

A shareholder proposal to amend the trust agreement to facilitate the extension of the business combination deadline. (This proposal is necessary to allow the sponsor to fund the extensions and receive a promissory note.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting focused on extending the business combination deadline. Unlike a typical annual report, it does not provide comparative financial performance data against a prior year. The key focus is on the operational and financial implications of extending the SPAC's life, including the costs associated with extensions and the dependency on sponsor funding.

Key Financial Figures

• $55,000 — count (the “Trust Account”) $55,000 per one-month extension two (2) days pr
• $5,000,001 — our net tangible assets to be less than $5,000,001, which condition may not be waived by t
• $0.0001 — outstanding ordinary shares, par value $0.0001 per share (the “Public Shares&rdq
• $11.96 — rice per Public Share was approximately $11.96 (which is expected to be the same appro
• $15,973,809.27 — ount on deposit in the Trust Account of $15,973,809.27 as of the Record Date (including intere
• $11.87 — Nasdaq ”) on the Record Date was $11.87. Accordingly, if the market price of th
• $0.09 m — f Public Shares receiving approximately $0.09 more per share than if the Public Shares
• $100,000 — ased to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses

Filing Documents

• formdef14a.htm (DEF 14A) — 665KB
• 0001493152-25-012831.txt ( ) — 666KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY 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 Statement Definitive Additional Materials Soliciting Material under §240.14a-12 ALPHATIME ACQUISITION CORP (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 LETTER TO SHAREHOLDERS OF ALPHATIME ACQUISITION CORP 500 5 th AVENUE, SUITE 938 NEW YORK CITY, NY 10110 TO BE HELD ON OCTOBER 1, 2025 Dear AlphaTime Acquisition Corp Shareholder: You are cordially invited to attend an extraordinary general meeting of AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “ Company ,” “ AlphaTime ,” “ we ,” “ us ” or “ our ”), which will be held on October 1, 2025, at 9:30 a.m. Eastern Standard Time (the “ Extraordinary General Meeting ”) at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://meetings.lumiconnect.com/200-662-623-868 (password: alphatime2025). The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe the business AlphaTime will conduct at the Extraordinary General Meeting and provide information about AlphaTime that you should consider when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals: Proposal No. 1—Extension Amendment Proposal— A proposal, by special resolution, to amend AlphaTime’s Third Amended and Restated Memorandum and Articles of Association as adopted by special resolution dated December 28, 2023, as amended by that certain amendment dated December 20, 2024 (as amended, the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “ Extension Amendment ”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to three (3) times from October 4, 2025 (the “Termination Date”) to January 4, 2026, each by an additional one (1) month (each an “Extension”) for a total of three (3) months after the Termination Date (i.e., for a total of up to thirty-six (36) months after the consummation of its initial public offering (the “IPO”)), assuming a Business Combination has not occurred. The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “ Extension Amendment Proposal ”; Proposal No. 2—Trust Agreement Amendment Proposal —A proposal to further amend AlphaTime’s investment management trust agreement, dated as of December 30, 2022, (as amended, the “Trust Agreement”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”), to allow the Company to extend the Termination Date up to three (3) times for an additional one (1) month each time from the Termination Date to January 4, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the trust account (the “Trust Account”) $55,000 per one-month extension two (2) days prior to such Extension (the “Extension Payment”) until January 4, 2026 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination (the “Trust Agreement Amendment Proposal”); and Proposal No. 3—Adjournment Proposal —A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension Amendment and Extension (the “Adjournment Proposal”).

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