AlphaTime Seeks 3-Month Extension for HCYC Deal, Redemptions Offered

TL;DR

**ALPHATIME is pushing its deadline to April 2026 for the HCYC deal; if you're not in, redeem now at $11.46 before it's too late.**

AI Summary

AlphaTime Acquisition Corp (ALPHATIME) is seeking shareholder approval to extend its business combination deadline from January 4, 2026, to April 4, 2026, through three one-month extensions. This extension requires amendments to its 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. Shareholders have the option to redeem their Public Shares at approximately $11.46 per share, based on a Trust Account balance of approximately $4.79 million as of the Record Date. The closing price of Public Shares on Nasdaq on the Record Date was $12.45. The Board recommends voting 'FOR' the extension proposals, citing the need for additional time to complete a Business Combination and the significant time, effort, and financial resources already invested.

Why It Matters

This DEF 14A filing is critical for ALPHATIME investors as it directly impacts the SPAC's ability to complete its proposed business combination with HCYC Group. Failure to approve the extension proposals could lead to liquidation by January 4, 2026, making Public Shares worthless. For employees and customers of HCYC Group, the extension provides a lifeline for the merger to proceed, potentially securing future growth and stability. In the broader SPAC market, this highlights the ongoing challenges and delays in deal closures, underscoring the importance of extension votes and redemption options for shareholders in a competitive environment.

Risk Assessment

Risk Level: medium — The risk level is medium because while shareholders can redeem their shares at approximately $11.46, the closing price on the Record Date was $12.45, indicating a potential loss for those who bought at higher market prices. Furthermore, there is no guarantee that the business combination with HCYC Group will be consummated even if the extension is approved, and the Sponsor is not obligated to fund the extension payments, creating uncertainty.

Analyst Insight

Investors should carefully evaluate the redemption price of approximately $11.46 against the current market price of ALPHATIME shares. If the market price is below the redemption value, consider redeeming your shares. If you believe in the potential of the HCYC Group merger and are willing to accept the risk of further delays, vote 'FOR' the extension proposals.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$4.79 million

revenue Growth

N/A

Key Numbers

• $11.46 — Redemption Price per Public Share (Based on Trust Account balance as of Record Date)
• $12.45 — Closing Price of Public Shares on Nasdaq (As of the Record Date, higher than redemption price)
• $4.79 million — Aggregate amount in Trust Account (As of the Record Date, used to calculate redemption price)
• January 4, 2026 — Current Termination Date (Deadline for business combination without extension)
• April 4, 2026 — Extended Date (New deadline if extension proposals are approved)
• 3 — Number of one-month extensions (Proposed extensions to the Combination Period)
• 2,551,636 — Total Ordinary Shares outstanding (As of the date of the Proxy Statement)
• 417,436 — Public Shares outstanding (As of the Record Date)
• 1,725,000 — Founder Shares outstanding (As of the Record Date, held by the Sponsor)
• 65% — Required vote for Trust Agreement Amendment Proposal (Affirmative vote of outstanding Ordinary Shares)

Key Players & Entities

• ALPHATIME ACQUISITION CORP (company) — Registrant seeking extension
• HCYC Holding Company (company) — Target for business combination
• Equiniti Trust Company, LLC (company) — Trustee for investment management trust agreement
• Winston & Strawn LLP (company) — Location of Extraordinary General Meeting
• Gan Kim Hai (person) — Chief Executive Officer of AlphaTime Acquisition Corp
• Nasdaq Capital Market (regulator) — Exchange where Public Shares are traded
• Sponsor (company) — Party responsible for potential extension payments
• Cayman Islands (regulator) — Jurisdiction of AlphaTime Acquisition Corp

FAQ

Risk Factors

• Redemption Risk and Trust Account Depletion [high — financial]: The company faces a significant risk of depleting its Trust Account if a substantial number of public shareholders redeem their shares. As of the Record Date, the Trust Account held approximately $4.79 million. If the business combination is not consummated by the extended deadline of April 4, 2026, and shareholders redeem their shares, the remaining funds may be insufficient to cover operational costs or other obligations, potentially leading to liquidation.
• Uncertainty of Business Combination Completion [high — legal]: AlphaTime entered into a business combination agreement with HCYC Holding Company on January 5, 2024, but there is no guarantee of its consummation. The need for extensions suggests potential delays or challenges in finalizing the deal. Failure to complete the business combination by April 4, 2026, will result in the liquidation of the company.
• Dependence on Sponsor Funding for Extensions [medium — operational]: The company's ability to extend its business combination deadline is contingent on its Sponsor depositing funds into the Trust Account for each one-month extension. The Sponsor is not obligated to provide these funds. If the Sponsor chooses not to fund these extensions, the company may be forced to liquidate earlier than anticipated.
• Compliance with Charter and Trust Agreement Requirements [medium — regulatory]: The company must amend its Charter and Trust Agreement to implement the proposed extensions. These amendments require specific shareholder approval thresholds (65% for the Trust Agreement Amendment Proposal). Failure to secure these approvals will prevent the extensions and could lead to liquidation.

Industry Context

AlphaTime Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) industry. This sector has seen significant activity but also faces increasing scrutiny regarding deal timelines and the ultimate success of business combinations. The current market environment may present challenges in identifying and closing suitable targets within the mandated timeframe.

Regulatory Implications

The proposed extensions require amendments to the company's governing documents and trust agreement, necessitating shareholder approval. Failure to meet these regulatory and governance requirements could prevent the extensions and lead to the company's liquidation, impacting all stakeholders.

What Investors Should Do

1. Review the Proxy Statement carefully to understand the implications of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
2. Vote on the proposals by December 16, 2025, considering the potential for business combination completion versus the opportunity to redeem shares.
3. Evaluate the redemption price of approximately $11.46 per share against the current market price of $12.45 to determine the financial benefit of redemption versus continued participation.

Key Dates

• 2024-01-05: Business Combination Agreement with HCYC Holding Company signed — Marks the initial agreement for a business combination, setting a target for consummation.
• 2025-12-16: Extraordinary General Meeting to vote on extension proposals — Shareholders will decide whether to approve the extension of the business combination deadline.
• 2026-01-04: Current Termination Date for Business Combination — The deadline by which the company must complete a business combination without extensions.
• 2026-04-04: Extended Date for Business Combination (if all extensions approved) — The final deadline for the business combination if three one-month extensions are granted.

Glossary

Business Combination

The merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. (The primary objective of AlphaTime Acquisition Corp; the extensions are sought to facilitate this.)

Trust Account

An account holding the proceeds from the company's initial public offering, intended to be used for the business combination or returned to shareholders upon liquidation. (Contains the funds available for redemption and is subject to deposits for extensions.)

Public Shares

Ordinary shares of the company sold in the initial public offering. (These shares are subject to redemption rights by shareholders.)

Sponsor

The entity that typically underwrites or facilitates the formation of a special purpose acquisition company (SPAC) and often receives founder shares. (The Sponsor is responsible for potentially funding the extensions.)

Redemption Rights

The right of public shareholders to have their shares redeemed for cash from the Trust Account, typically upon a business combination or liquidation. (A key consideration for shareholders deciding whether to approve the extensions.)

Termination Date

The deadline by which the SPAC must complete a business combination, after which it typically liquidates. (The current Termination Date is January 4, 2026, and the company is seeking to extend it.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting focused on extending the business combination deadline. As such, it does not present comparative financial performance metrics like revenue or net income from a prior period. The primary focus is on the procedural aspects of extending the SPAC's life and the associated risks and shareholder actions required.

Key Financial Figures

• $1 — count (the “Trust Account”) $1 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
• $11.46 — rice per Public Share was approximately $11.46 (which is expected to be the same appro
• $4.79 million — t in the Trust Account of approximately $4.79 million as of the Record Date (including intere
• $12.45 — o;Nasdaq”) on the Record Date was $12.45. AlphaTime cannot assure Public Shareho
• $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) — 664KB
• 0001493152-25-025551.txt ( ) — 665KB

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 DECEMBER 16, 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 December 16, 2025, at 9:00 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/200-233-724-161 (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 further amended by that certain amendment dated October 1, 2025 (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 January 4, 2026 (the “Termination Date”) to April 4, 2026, each by an additional one (1) month (each an “Extension”) for a total of three (3) months after the Termination Date, 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 April 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”) $1 per one-month extension two (2) days prior to such Extension (the “Extension Payment”) until April 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”). Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal a

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