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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): October 1, 2025

Date of Report (Date of earliest event reported): September 14, 2025

ALPHATIME ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41584		~~N/A~~ 00-0000000 N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 5th Avenue, Suite 938

New York, NY 10110

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (347) 627-0058

Not Applicable (Former name or former address, if changed since last report)

~~(Former~~Securities ~~name~~registered orpursuant ~~former~~to ~~address,~~Section if12(b) ~~changed~~of ~~since~~the ~~last report)~~Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, one redeemable warrant and one right	ATMCU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	ATMC	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	ATMCR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	ATMCW	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	ATMCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~PIPE~~As ~~Financing~~approved ~~Agreements~~by the shareholders of AlphaTime Acquisition Corp (the “Company” or “AlphaTime”), by ordinary resolution, at an extraordinary general meeting of shareholders held on October 1, 2025 (the “Meeting”), on October 1, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (as amended, the “Trust Agreement”). Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from October 4, 2025, (the “Termination Date”) up to three (3) times, with each extension comprised of one month each from the Termination Date, or extended date, as applicable, to January 4, 2026, by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the trust account (the “Trust Account”) $55,000 for each monthly 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”).

OnThe ~~September~~foregoing ~~14,~~description ~~2025,~~of ~~AlphaTime Acquisition Corp (~~the ~~“Company”)~~Trust ~~entered~~Agreement ~~into~~Amendment ~~Securities~~is ~~Purchase~~a ~~Agreements~~summary ~~(the~~only ~~“SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue~~ and ~~sell,~~is qualified in ~~a private placement, an aggregate of $11.5 million of~~ its ~~ordinary~~entirety ~~shares~~by ~~(the~~reference ~~“PIPE~~to ~~Shares”) and accompanying warrants (~~the ~~“PIPE Warrants”)~~full ~~to purchase ordinary shares~~ text of the ~~Company~~Trust ~~(the~~Agreement ~~“PIPE~~Amendment ~~Financing”).~~which ~~The PIPE Financing~~ is ~~being~~attached ~~conducted in~~hereto ~~connection~~as ~~with~~Exhibit ~~the~~10.1 ~~Company’s~~and ~~previously~~incorporated ~~announced~~by ~~business~~reference ~~combination (the “Business Combination”) with HCYC Group Company Limited and related parties~~herein.

~~The SPA~~Item ~~provides~~2.03 ~~for~~Creation ~~the sale~~ of ~~an aggregate of 1,150,000 ordinary shares at~~ a ~~purchase~~Direct ~~price~~Financial ofObligation ~~$10.00~~or ~~per~~an ~~share~~Obligation ~~and~~under ~~warrants to purchase up to 2,300,000 ordinary shares at~~ an ~~exercise~~Off-Balance ~~price~~Sheet ofArrangement ~~$10.00 per share, subject to adjustment as set forth in the PIPE Warrants. The PIPE Warrants, which will be issued in connection with closing~~ of ~~the PIPE Financing, are exercisable immediately upon issuance and have~~ a ~~term of five years from the date of issuance~~Registrant. ~~The PIPE Shares and PIPE Warrants, as well as the ordinary shares issuable upon exercise of the PIPE Warrants, are subject to registration rights as described below.~~

The ~~PIPE~~disclosure ~~Financing~~related isto ~~expected~~the tonon-interest ~~close~~bearing, ~~substantially~~unsecured ~~concurrently~~promissory ~~with~~note, the ~~closing~~form of ~~the~~which ~~Business~~is ~~Combination,~~included ~~subject~~in to the ~~satisfaction~~Trust Agreement Amendment ofcontained ~~customary~~in ~~closing~~Item ~~conditions~~1.01 is incorporated by reference to this Item 2.03.

~~The SPA,~~Item ~~Registration~~5.03. ~~Rights~~Amendments ~~Agreement,~~to ~~and~~Articles ~~PIPE~~of ~~Warrants~~Incorporation ~~(the~~or ~~“PIPE~~Bylaws; ~~Agreements”),~~Change ~~are~~in ~~attached~~Fiscal ~~hereto as Exhibits 10~~Year.~~1, 10.2, and 4.1, respectively, and are incorporated herein by reference.~~

~~Amended~~As approved by the Company’s shareholders at the Meeting on October 1, 2025, by special resolution, the Company amended the Company’s Third Amended and Restated ~~PIPE~~Memorandum ~~Agreements~~and Articles of Association (the “Existing Charter”) on October 1, 2025, in the form set forth in Annex A to the definitive proxy statement, filed with the Securities and Exchange Commission on September 9, 2025 (the “Extension Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to three (3) times, each comprised of one month each (each an “Extension”) up to January 4, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the “IPO”)) for a total of three (3) months after the Termination Date (assuming a business combination has not occurred).

OnThe ~~September~~foregoing ~~16,~~description ~~2025,~~of the ~~Company,~~Extension ~~the~~Amendment ~~Purchasers,~~is ~~and~~a ~~HCYC~~summary ~~Holding~~only ~~Company (“HCYC”) entered into an Amended~~ and ~~Restated~~is ~~Securities Purchase~~qualified ~~Agreement,~~in anits ~~Amended~~entirety ~~and~~by ~~Restated~~reference ~~Registration~~to ~~Rights Agreement, and~~ the ~~PIPE~~full ~~Warrant.~~text ~~The purpose~~ of the ~~amendments~~Form ~~and~~of ~~restatements~~Amendment ~~was~~ to ~~add HCYC as a party to~~ the ~~PIPE~~Third ~~Agreements~~Amended ~~in order to amend~~ and ~~restate~~Restated ~~the~~Memorandum ~~securities purchase agreement~~ and ~~registration~~Articles ~~rights~~of ~~agreement~~Association, ~~between~~which ~~HCYC~~is ~~and~~attached ~~the~~hereto ~~Purchasers~~as ~~and~~Exhibit ~~warrant, each~~3.1 ~~dated~~and asincorporated ofby ~~August~~reference ~~14, 2025~~herein.

~~The Amended~~Item and Restated Securities Purchase Agreement, an Amended and Restated Registration Rights Agreement, and the PIPE Warrant (collectively, the “Amended and Restated PIPE Agreements”), are attached hereto as Exhibits 10.3, 10.4, and 4.2, respectively, and are incorporated herein by reference. The terms of the Amended and Restated PIPE Agreements for the initial $5 ~~million of the PIPE Financing are described in the attached agreements~~. ~~The remaining $6~~07.5 ~~million~~Submission of ~~the~~Matters ~~PIPE Financing is being conducted on the same terms and pursuant~~ to ~~the~~a ~~same~~Vote ~~forms~~ of ~~agreements~~Security Holders.

~~Registration~~On ~~Rights~~October 1, 2025, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Extension Amendment (the “Extension Amendment Proposal”), (2) a proposal to approve by ordinary resolution the Trust Agreement Amendment, and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

InThe ~~connection~~Extension ~~with~~Amendment ~~the PIPE Financing~~Proposal, the ~~Company~~Trust ~~entered into a Registration Rights~~ Agreement ~~with~~Amendment ~~the~~Proposal ~~Purchasers, pursuant to which the Company agreed to file a registration statement with the Securities~~ and ~~Exchange Commission (~~the ~~“SEC”)~~Adjournment ~~covering~~Proposal ~~the~~presented ~~resale of~~at the ~~PIPE~~Meeting ~~Shares~~were ~~and the ordinary shares issuable upon exercise of the PIPE Warrants. The Company is required to file the initial registration~~approved statement within 15 calendar days following the closing of the PIPE Financing and to use its best efforts to have the registration statement declared effective within 60 calendar days (or 120 calendar days in the event of a full review by the ~~SEC)~~Company’s ~~following the closing~~shareholders. The ~~Registration~~ ~~Rights~~final ~~Agreement~~voting ~~contains~~results ~~customary~~for ~~terms~~each ~~and~~proposal ~~conditions,~~are ~~including~~set ~~liquidated~~forth ~~damages provisions in the event of certain registration failures~~below.

~~PIPE~~Proposal ~~Warrants~~No. 1 – Extension Amendment Proposal

~~When~~The ~~issued~~Extension inAmendment ~~connection~~Proposal ~~with~~was ~~the~~approved ~~closing~~by ofspecial ~~the~~resolution ~~PIPE Financing, the PIPE Warrants entitle the holders to purchase ordinary shares~~ of the Company’s ~~at an exercise price of $10.00 per share~~shareholders, ~~subject to adjustment as set forth in the PIPE Warrants. The PIPE Warrants are exercisable immediately upon issuance~~ and ~~expire~~received ~~five years from~~ the ~~date~~ offollowing issuance. The PIPE Warrants contains customary anti-dilution provisions, including adjustments for share splits, combinations, dividends, and certain other corporate events, as well as provisions for cashless exercise and fundamental transactions.votes:

Item 3.02 Unregistered Sales of Equity Securities.

FOR			AGAINST				ABSTAIN
3,095,189				172,000				0

~~The~~Proposal ~~information set forth under Item 1~~No.01 is incorporated herein by reference. The PIPE Shares and PIPE Warrants (and the ordinary shares issuable upon exercise of the PIPE Warrants) are being offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of– ~~the~~Trust ~~Securities~~Agreement ~~Act~~Amendment ofProposal 1933, as amended, and/or Regulation D and Regulation S promulgated thereunder. The Purchasers are accredited investors (as defined in Rule 501 of Regulation D) and/or non-U.S. persons (as defined in Regulation S), and the PIPE Shares and PIPE Warrants have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

FOR			AGAINST				ABSTAIN
3,095,189				172,000				0

Proposal No. 3 – Adjournment Proposal

The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

FOR			AGAINST				ABSTAIN
3,095,189				172,000				0

Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because the Company’s shareholders approved Proposal No. 1 to approve the Extension Amendment Proposal and Proposal No.2 to approve the Trust Agreement Amendment Proposal.

Item 8.01.

Other Events.

In connection with the shareholders’ vote at the Meeting, holders of 917,814 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $11,362,537(approximately $12.38 per share) will be removed from the Trust Account to pay such holders and approximately $4,733,867 will remain in the Trust Account. Following the aforementioned Redemption, AlphaTime will have 2,551,636 ordinary shares outstanding.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of AlphaTime Ordinary Purchase Warrant
3.1		Form of Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on October 1, 2025
4.2		Form of Amended and Restated AlphaTime Ordinary Purchase Warrant
10.1		Amendment to the Investment Management Trust Agreement, dated October 1, 2025, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.
10.1		Securities Purchase Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein).
10.2		Registration Rights Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein).
10.3		Amended and Restated Securities Purchase Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein).
10.4		Amended and Restated Registration Rights Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein).
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~ALPHAVEST~~ALPHATIME ACQUISITION CORP By: /s/ Gan Kim Hai Name: Gan Kim Hai Title: Chief Executive Officer

Dated: ~~September~~October 183, 2025

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