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 ☒ |
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by a Party other than the Registrant ☐ |
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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Definitive
Additional Materials |
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| ☐ |
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):
| ☒ |
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fee required. |
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Fee
paid previously with preliminary materials. |
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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
5th AVENUE, SUITE 938
NEW
YORK CITY, NY 10110
TO
BE HELD ON [●], 2024
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 [●], 2024, at [●] 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 [●] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within the U.S. and Canada: [●] (toll-free)
Outside of the U.S. and Canada: [●] (standard rates apply)
Conference ID: [●]
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 (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 nine (9) times from January 4, 2025 (the “Termination Date”) to
October 4, 2025, each by an additional one (1) month (each an “Extension”) for a total of nine (9) months after
the Termination Date (i.e., for a total of up to thirty-three (33) 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 nine (9) times for an additional one (1) month each time from the Termination Date to October 4, 2025 (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 October 4, 2025 (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 and the Adjournment Proposal is more fully described in the
Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the
Extension Amendment Proposal and Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment and
Extension. In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount that would cause our net
tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaTime may nevertheless choose not to hold
the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow AlphaTime additional time and flexibility to complete our previously announced Business Combination. On January 5 2024, AlphaTime
entered into a business combination agreement (the “HCYC Business Combination Agreement”) with HCYC Holding Company,
a Cayman Islands exempted company (“PubCo”), ATMC Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of PubCo (“Merger Sub 1”), ATMC Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of PubCo (“Merger Sub 2”), HCYC Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of PubCo (“Merger Sub 3”) and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC
Group”). However, there can be no guarantee the business combination with AlphaTime and HCYC Group will be consummated. If
it is not consummated, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal,
will allow AlphaTime additional time to complete an initial business combination (a “Business Combination”). Additionally,
the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those AlphaTime shareholders who do not wish to extend
the Termination Date with the opportunity to exercise their redemption rights earlier than they would if AlphaTime liquidated on the
Termination Date and (ii) allow those AlphaTime shareholders who wish for AlphaTime to continue its search for a Business Combination
to remain shareholders.
Currently,
the Company has until the Termination Date, or January 4, 2025, to consummate a Business Combination. The Board has determined
that it is in the best interests of AlphaTime to seek an extension of the Termination Date and have AlphaTime shareholders approve the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaTime’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Extension
Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there
is no assurance that AlphaTime will be able to consummate a Business Combination by the Extended Date, given the actions that
must occur prior to closing of a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination by January 4, 2024, the Company may, by resolution of directors, at the request of the Sponsor, extend the period of time
to consummate a business combination up to ten (10) times, with the first extension comprised of three (3) months, and the
subsequent nine (9) extensions comprised of one (1) month each, to consummate the Business Combination, subject to the Sponsor or its
affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing additional
funds into the Trust Account for each such three-month extension, on or prior to the date of the applicable Business Combination
deadline. If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves
of nine (9) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or
designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such one-month extension, on or prior to the date of the applicable Business Combination deadline $55,000 per one-month extension
two (2) days prior to such Extension. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay
the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured
promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close
a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from
our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue
a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition, we
intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had been
timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to
complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend
the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we
are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business
days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “Public Shares” or “Ordinary
Shares”) for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned
on the funds held in the Trust Account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However,
we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public
Shareholders. In the event of our dissolution and liquidation, the warrants and rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such
amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares
(the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,
regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.
In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001, which condition may not be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares
with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public
Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess
of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately $[●] as of the Record Date (including interest not previously released to AlphaTime
to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on the Nasdaq
Global Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of the Public Shares
were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of
Public Shares receiving approximately $[●] more per share than if the Public Shares were sold in the open market. AlphaTime cannot
assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public
Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders
wish to sell their Public Shares. AlphaTime believes that such redemption right enables its holders of Public Shares to determine whether
to sustain their investments for an additional period if AlphaTime does not complete a Business Combination on or before the Termination
Date.
If
the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the
affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has 6,873,436 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private Placement
Units (as defined below), the Company will need 2,857,297 Public Shares or 55.5%of the outstanding Public Shares, to vote in favor of
the Extension Amendment Proposal to approve such proposal.
Approval
of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty five percent (65%) of the then outstanding
Ordinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has 6,873,426 Ordinary Shares outstanding.
Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares
and the shares included in the Private Placement Units, the Company will need 2,742,727 Public Shares or 53.3% of the outstanding Public
Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units,
the Company will need 1,711,724 or 33.2% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such
proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment
Proposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.
The
Board has fixed the close of business on [●], 2024 (the “Record Date”) as the date for determining AlphaTime
shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of
record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment
thereof. On the Record Date, there were 5,148,426 issued and outstanding Public Shares and 1,725,000 issued and outstanding shares held
by the Sponsor (the “Founder Shares”). AlphaTime’s warrants and rights do not have voting rights.
You
are not being asked to vote on a Business Combination at this time. If the Extension and Extension Amendment are implemented and you
do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted
to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares
for cash in the event a Business Combination is approved and completed or in the event we have not consummated a Business Combination
by the last Extended Date, October 4, 2025. There is no guarantee that we will identify a suitable target and, even if we do identify
one, that we will be able to complete a Business Combination before the expiration of the last Extended Date, October 4, 2025.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment
Proposal and the Adjournment Proposal (if required) are in the best interests of AlphaTime and its shareholders, and has declared it
advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
AlphaTime’s
Sponsor, directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment
Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership,
directly or indirectly of Founder Shares and Private Placement Units (as defined below) that may become exercisable in the future. See
the section entitled “Extraordinary General Meeting of AlphaTime—Interests of the Initial Shareholders” in the
accompanying Proxy Statement.
Enclosed
is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting,
AlphaTime urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed
proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke
it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your
vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.
By
Order of the Board of Directors of AlphaTime Acquisition Corp
Dajiang
Gao
Chief
Executive Officer
[●],
2024
Your
vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, in person or by proxy, please vote as
soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at the
Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will
need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and
voted at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman
Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of issued and outstanding Ordinary Shares entitled
to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote
on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%)
of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary
Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment
thereof, vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the
holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute
a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by proxy at
the Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal,
the Trust Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If you fail to return
your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting
in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary
General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend
the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING
PUBLIC SHARES, PUBLIC WARRANTS, AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT
A WRITTEN REQUEST TO THE TRANSFER AGENT BY [●] P.M. EASTERN TIME ON [●], 2024, THE DATE THAT IS TWO BUSINESS
DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL
NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC
SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN)
SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES
IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER
TO EXERCISE YOUR REDEMPTION RIGHTS.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [●],
2024. This notice of meeting and the accompanying Proxy Statement are being made available on or about [●], 2024, at
[●].
NOTICE
OF EXTRAORDINARY GENERAL MEETING
OF
ALPHATIME ACQUISITION CORP
TO
BE HELD ON [●], 2024
To
the Shareholders of AlphaTime Acquisition Corp:
NOTICE
IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of
AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company,” “AlphaTime,” “we,”
“us” or “our”), will be held on [●], 2024, at the offices of Winston & Strawn LLP located
at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at [●], and via teleconference
using the following dial-in information:
Telephone
access (listen-only):
Within the U.S. and Canada: [●] (toll-free)
Outside of the U.S. and Canada: [●] (standard rates apply)
Conference ID: [●]
You
are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if thought fit,
passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated [●], 2024
and is first being mailed to shareholders on or about that date:
Proposal
No. 1—Extension Amendment Proposal— To resolve as a special resolution, that the amendment to AlphaTime’s
Third Amended and Restated Memorandum and Articles of Association as adopted by special resolution passed on December 28,
2023 (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 nine (9) times from January 4, 2025 (the “Termination Date”) to October 4, 2025, each by an additional
one (1) month (each an “Extension”) for a total of nine (9) months after the Termination Date (i.e., a total of
up to thirty-three (33) months after the consummation of its initial public offering) (the “IPO”)), assuming a
Business Combination has not occurred, be adopted with immediate effect.
Proposal
No. 2—Trust Agreement Amendment Proposal—To resolve that 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 (the “Trustee”) be amended to allow the Company to extend the termination date from January 4, 2025 up to nine
(9) times for an additional one (1) month each time up to October 4, 2025 (i.e., for a period of time ending up to 33 months after
the consummation of its initial public offering) by providing five (5) days’ advance notice to the Trustee prior to the applicable
Termination Date and depositing into the trust account (the “Trust Account”), for each one-month extension, $55,000
per one-month extension two (2) days prior to such Extension (the “Extension Payment”) until October 4, 2025
pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement (the “Trust
Agreement Amendment Proposal”); and
Proposal
No. 3—Adjournment Proposal— To approve as an ordinary resolution that the Extraordinary General Meeting be adjourned
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, the Extension Amendment and the Trust Agreement Amendment
(the “Adjournment Proposal”).
Each
of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the
accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before
you vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation
of the Extension and Extension Amendment. Pursuant to the Existing Charter, we may not redeem Public Shares in an amount that would cause
our net tangible assets to be less than $5,000,001, which condition may not be waived by the board of directors (the “Board”).
Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we may
nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination
Date.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow AlphaTime additional time and flexibility to complete our previously announced Business Combination. On January 5 2024, AlphaTime
entered into a business combination agreement with PubCo, Merger Sub 1, Merger Sub 2, Merger Sub 2 and HCYC Group. However, there can
be no guarantee the business combination with AlphaTime and HCYC Group will be consummated. If it is not consummated, the Extension Amendment
Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaTime additional time to
complete an initial business combination (a “Business Combination”). Additionally, the purpose
of the Extension Amendment Proposal is to simultaneously (i) provide those AlphaTime shareholders who do not wish to extend the Termination
Date with the opportunity to exercise their redemption rights earlier than they would if AlphaTime liquidated on the Termination Date
and (ii) allow those AlphaTime shareholders who wish for AlphaTime to continue its search for a Business Combination to remain shareholders.
Currently, the Company has until the Termination Date, or January 4, 2025, to consummate the Business Combination. The Board has determined
that it is in the best interests of AlphaTime to seek an extension of the Termination Date and have AlphaTime shareholders approve the
Extension Amendment Proposal and Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaTime’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Extension
Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are implemented, there
is no assurance that AlphaTime will be able to consummate a Business Combination within the Combination Period, as extended, given the
actions that must occur prior to closing of a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination by 4 January 2024, we may, by resolution of the Board, at the request of our sponsor, extend the period of time to consummate
a business combination up to ten (10) times, with the first extension comprised of three (3) months, and the subsequent nine (9) extensions
comprised of one (1) month each, subject to sponsor depositing into the Trust Account additional funds. If the Extension Amendment
Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of nine (9) additional one-month
extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’
advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such one-month extension,
on or prior to the date of the applicable Business Combination deadline $55,000 per one-month extension two (2) days prior to such Extension.
In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the
Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount
of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there
are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable
Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension
at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after
the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates
or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent
that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business
Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination
within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding
ordinary shares, par value $0.0001 per share (the “Public Shares” or “Ordinary Shares”) for a pro rata portion
of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such
amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution
and liquidation, the warrants and rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such amendment
to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest
earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares. You may
elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against
the proposals, by following the instructions in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, AlphaTime
may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not
be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares
with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public
Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess
of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately $[●] as of the Record Date (including interest not previously released to AlphaTime
to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on Nasdaq on
the Record Date was $[●]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary
General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[●] more per share
than if the Public Shares were sold in the open market. AlphaTime cannot assure Public Shareholders that they will be able to sell their
Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there
may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. AlphaTime believes
that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period
if AlphaTime does not complete a Business Combination on or before the Termination Date.
If
the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension Amendment is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be
redeemed only if you:
| (i) |
(a)
hold Public Shares or (b) hold Public Shares through Units (as defined below) and elect to separate your Units into the underlying
Public Shares, Public Warrants, and Public Rights (as defined below) prior to exercising your redemption rights with respect to the
Public Shares; |
| (ii) |
submit
a written request to Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”
or “transfer agent”) including the legal name, phone number and address of the beneficial owner of the Public
Shares for which redemption is requested, that AlphaTime redeem all or a portion of your Public Shares for cash; and |
| |
|
| (iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through The Depository Trust Company (“DTC”). |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,
on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares
to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment
Proposal. If the Extension and Extension Amendment are not consummated, the Public Shares will be returned to the respective holder,
broker or bank.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the
affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has 6,873,426 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private Placement
Units, the Company will need 2,857,297 Public Shares or 55.5%of the outstanding Public Shares, to vote in favor of the Extension Amendment
Proposal to approve such proposal.
Approval
of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has
6,873,426 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 2,742,727 Public
Shares or 53.3% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units,
the Company will need 1,711,724 Public Shares or 33.2% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal
to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the
Extension Amendment Proposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.
Record
holders of Ordinary Shares at the close of business on [●], 2024 (the “Record Date”) are entitled to vote or
have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 5,148,426 issued and outstanding Public Shares
and 1,725,000 issued and outstanding Founder Shares. AlphaTime’s warrants and rights do not have voting rights.
This
Proxy Statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, Trust Agreement
Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, in person (virtually)
or by proxy, AlphaTime urges you to read this material carefully and vote your shares.
This
Proxy Statement is dated [●], 2024 and is first being mailed to shareholders on or about that date.
By
Order of the Board of Directors of AlphaTime Acquisition Corp
Dajiang
Guo
Chief
Executive Officer
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect AlphaTime’s current
views with respect to, among other things, its capital resources and results of operations. Likewise, AlphaTime’s financial statements
and all of AlphaTime’s statements regarding market conditions and results of operations are forward-looking statements. In some
cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect AlphaTime’s current views about future events and are subject
to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward- looking statement. AlphaTime does not guarantee that the transactions and events described
will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● |
AlphaTime’s
ability to complete a Business Combination, including approval by the shareholders of AlphaTime; |
| |
|
| ● |
the
anticipated benefits of a Business Combination; |
| |
|
| ● |
the
volatility of the market price and liquidity of the Public Shares and other securities of AlphaTime; |
| |
|
| ● |
the
use of funds not held in the Trust Account or available to AlphaTime from interest income on the Trust Account balance; |
| |
|
| ● |
the
competitive environment in which our successor will operate following a Business Combination; and |
| |
|
| ● |
proposed
changes in SEC rules related to special purpose acquisition companies. |
While
forward-looking statements reflect AlphaTime’s good faith beliefs, they are not guarantees of future performance. AlphaTime disclaims
any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new
information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable
law. For a further discussion of these and other factors that could cause AlphaTime’s future results, performance or transactions
to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”
in AlphaTime’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, and in
other reports AlphaTime filed with the SEC, including AlphaTime’s Quarterly Reports on Form 10-Q for the periods ended March 31,
2024, filed with the SEC on May 20, 2024, June 30, 2024, filed with the SEC on August 14, 2024, and September 30, 2024, filed with the
SEC on November 19, 2024. You should not place undue reliance on any forward-looking statements, which are based only on information
currently available to AlphaTime.
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
Q. |
Why
am I receiving this Proxy Statement? |
| |
|
| A. |
AlphaTime
is a blank check company incorporated under the laws of the Cayman Islands on September 15, 2021, for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses,
without limitation as to business, industry or sector. AlphaTime’s registration statement on Form S-1 (File No. 333-268696)
for AlphaTime’s IPO was declared effective by the SEC on December 30, 2022. On January 4, 2023, AlphaTime consummated its IPO
of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share (the “Ordinary
Shares”), one redeemable warrant (the “Public Warrants”), and one right (the “Public Rights”),
with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of an initial
Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $60,000,000. On January 6, 2023, Chardan Capital Markets, LLC exercised its over-allotment option (the “Overallotment”),
which subsequently closed on January 9, 2023, to purchase an additional 900,000 Units at a public offering price of $10.00 per Unit,
generating additional gross proceeds to the Company of $9,000,000. |
| |
|
| |
Simultaneously
with the closing of the IPO, the Company completed the sale of 370,500 private units to the Sponsor (the “Private Placement
Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,705,000.
Simultaneously with the closing of the Overallotment, the Company completed the private sale of an additional 38,700 Private Placement
Units, at a purchase price of $10.00 per Private Placement Unit, generating additional gross proceeds to the Company of $387,000.
Transaction costs amounted to $4,892,699 consisting of $1,612,500 of underwriting discount, $2,415,000 of deferred underwriting commission
and $865,199 of other offering costs. |
| |
|
| |
An
aggregate of $70,242,000 of the net proceeds from AlphaTime’s IPO and sale of the Private Placement Units were deposited in
the Trust Account established for the benefit of the holders of Public Shares. |
| |
|
| |
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public
Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. |
| |
On
September 27, 2023, AlphaTime notified the trustee of the Company’s Trust Account that it was extending the time available
to the Company to consummate a Business Combination from October 4, 2023, to January 4, 2024. The extension was the first of up to
three (3) three-month extensions permitted under the Company’s Existing Charter. In connection with such extension, the Sponsor
deposited an aggregate of $690,000 into the Trust Account, on behalf of the Company on September 27, 2023.
At
an extraordinary general meeting of shareholders held on December 28, 2023 (the “Meeting”), the Company adopted
the Existing Charter reflecting the extension of the date by which the Company must consummate a business combination from
January 4, 2024 (the “Termination Date”) up to ten (10) times, the first extension comprised of three months,
and the subsequent nine (9) extensions comprised of one month each (each an “Extension”) up to January 4, 2025
(i.e., for a period of time ending up to 24 months after the consummation of its Initial Public Offering for a total of twelve (12)
months after the Termination Date (assuming a business combination has not occurred). The Company also 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 (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 the Termination Date up to ten (10) times,
with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each from the Termination
Date, or extended date, as applicable, to January 4, 2025 by providing five days’ advance notice to the trustee prior to the
applicable Termination Date, or extended date, and depositing into the Trust Account $55,000 for each monthly extension (the “Extension
Payment”) until January 4, 2025 (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.
In
connection with the shareholders’ vote at the Meeting, holders of 2,160,774 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 $23,302,146 (approximately $10.78 per share) was removed from the Trust Account to pay such holders and
approximately $51,108,602 remains in the Trust Account. Following the Redemption, the Company has 6,873,426 ordinary shares outstanding.
On
January 5 2024, AlphaTime entered into a business combination agreement with PubCo, Merger Sub 1, Merger Sub 2, Merger Sub 3 and
HCYC Group. However, there can be no guarantee the business combination with AlphaTime and HCYC Group will be consummated. |
| |
|
| |
Currently,
the Company has until the Termination Date, or January 4, 2025, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaTime to seek an extension of the Termination Date and have AlphaTime shareholders approve the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaTime’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances
warrant providing Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However,
even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension and Extension
Amendment are implemented, there is no assurance that AlphaTime will be able to consummate a Business Combination within the Combination
Period, as extended, given the actions that must occur prior to closing of a Business Combination. |
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|
| Q. |
When
and where is the Extraordinary General Meeting? |
| |
|
| A. |
The
Extraordinary General Meeting will be held on [●], 2024, at [●] a.m. Eastern Time at the offices of Winston & Strawn
LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast by visiting https://www.[●]
and entering the voter control number included on your proxy card and via teleconference using the following dial-in information: |
Telephone
access (listen-only):
Within the U.S. and Canada: [●] (toll-free)
Outside of the U.S. and Canada: [●] (standard rates apply)
Conference ID: [●]
| Q. |
What
do I need in order to be able to participate in the Extraordinary General Meeting online? |
| |
|
| A. |
Any
registered shareholder at the Record Date wishing to attend the Extraordinary General Meeting virtually should register for the Extraordinary
General Meeting by [●], 2024 at https://www.[●]. You can virtually attend the Extraordinary General Meeting via the internet
by visiting https://www.[●] and entering the voter control number included on your proxy card. You will need the voter control
number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting.
If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not
be able to vote or submit questions during the Extraordinary General Meeting. |
| Q. |
What
are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting? |
| |
|
| A. |
AlphaTime
shareholders are being asked to consider and vote 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 (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 nine (9) times from January 4, 2025 (the “Termination Date”) to October 4, 2025, each by an additional one (1)
month (each an “Extension”) for a total of nine (9) months after the Termination Date (i.e., for a total of up to
thirty-three (33) months after the consummation of its initial public offering (the “IPO”)), assuming a Business Combination
has not occurred;
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 nine (9) times for an additional one (1) month each time from the Termination Date to October 4, 2025 (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 October 4, 2025 (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; 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 and the Trust Agreement Amendment
Proposal or to provide additional time to effectuate the Extension Amendment and Extension.
| Q. |
Are
the proposals conditioned on one another? |
| |
|
| A. |
Approval
of the Extension Amendment Proposal and Trust Agreement Amendment Proposal are conditions to the implementation of the Extension
Amendment and Extension. Pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount that would cause our
net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even
if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, AlphaTime may nevertheless choose not to
hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date. |
If
the Extension and Extension Amendment are implemented and one or more AlphaTime shareholders elect to redeem their Public Shares, AlphaTime
will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion
of funds available in the Trust Account with respect to such redeemed Public Shares, as described in more detail in this Proxy Statement,
and will retain the remainder of the funds in the Trust Account for AlphaTime’s use in connection with consummating a Business
Combination on or before the expiration of the last Extended Date.
If
the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
The
Sponsor and all of AlphaTime’s directors and officers (the “initial shareholders”) waived their rights to participate
in any liquidating distribution with respect to the 1,725,000 Founder Shares held by them. There will be no distribution from the Trust
Account with respect to AlphaTime’s warrants and rights, which will expire worthless in the event AlphaTime dissolves and liquidates
the Trust Account.
The
Trust Agreement Amendment Proposal and Adjournment Proposal is not conditioned on the approval of any other proposal.
| Q. |
Why
is AlphaTime proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal? |
| |
|
| A. |
The
Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the
IPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date. The purpose of the Extension
Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow AlphaTime additional
time and flexibility to complete our previously announced Business Combination. On January 5 2024, AlphaTime entered into a business
combination agreement with PubCo, Merger Sub 1, Merger Sub 2, Merger Sub 3 and HCYC Group. However, there can be no guarantee the
business combination with AlphaTime and HCYC Group will be consummated. If it is not consummated, the Extension Amendment Proposal,
the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaTime additional time to complete
an initial business combination (a “Business Combination”). Additionally, the purpose of the Extension Amendment
Proposal is to simultaneously (i) provide those AlphaTime shareholders who do not wish to extend the Termination Date with the opportunity
to exercise their redemption rights earlier than they would if AlphaTime liquidated on the Termination Date and (ii) allow those
AlphaTime shareholders who wish for AlphaTime to continue its search for a Business Combination to remain shareholders. |
Currently,
the Company has until the Termination Date, or January 4, 2025, to consummate a Business Combination. The Board has determined that it
is in the best interests of AlphaTime to seek an extension of the Termination Date and have AlphaTime shareholders approve the Extension
Amendment Proposal to allow for additional time to consummate a Business Combination. The Board believes that the current Termination
Date will not provide sufficient time to complete a Business Combination. Given AlphaTime’s commitment of time, effort and financial
resources to date with respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders with
additional time and opportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal and
the Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are implemented, there is no assurance
that AlphaTime will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must
occur prior to closing of a Business Combination.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by AlphaTime shareholders, AlphaTime may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension and Extension
Amendment, or to otherwise provide additional time to effectuate the Extension and Extension Amendment. If the Adjournment Proposal is
not approved by AlphaTime shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and Trust Agreement Amendment Proposal.
You
are not being asked to vote on a Business Combination at this time. If the Extension and Extension Amendment are implemented and you
do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted
to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares
for cash in the event a Business Combination is approved and completed or in the event we have not consummated a Business Combination
by the last Extended Date, October 4, 2025. There is no guarantee that we will identify a suitable target and, even if we do identify
one, that we will be able to complete a Business Combination before the last Extended Date, October 4, 2025.
| Q. |
What
vote is required to approve the proposals presented at the Extraordinary General Meeting? |
| |
|
| A. |
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of
holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person
or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust
Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%)
of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands
law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled to vote
and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on
such matter. |
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other
nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted
for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on whether
the proposals are approved. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person,
you may withdraw your proxy and vote in person.
| Q. |
Why
should I vote “FOR” the Extension Amendment Proposal? |
| |
|
| A. |
AlphaTime
believes its shareholders will benefit from AlphaTime consummating a Business Combination and is proposing the Extension Amendment
Proposal to give the Company the right to extend the Combination Period from January 4, 2025, up to nine (9) times for an additional
one (1) month each time up to October 4, 2025. The Board believes that the current Termination Date will not provide sufficient
time to complete a Business Combination. Given AlphaTime’s commitment of time, effort and financial resources to date with
respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders with additional time and
opportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal and Trust Agreement
Amendment Proposal are approved and the Extension and Extension Amendment are implemented, there is no assurance that AlphaTime will
be able to consummate a Business Combination by the last Extended Date, given the actions that must occur prior to closing of a Business
Combination. |
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination by 4 January 2024, we may, by resolution of the Board, at the request of our sponsor, extend the period of time to consummate
a business combination up to ten (10) times, with the first extension comprised of three (3) months, and the subsequent nine (9) extensions
comprised of one (1) month each, subject to sponsor depositing into the Trust Account additional funds. If the Extension Amendment
Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of nine (9) additional one-month
extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’
advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such one-month extension,
on or prior to the date of the applicable Business Combination deadline $55,000 per one-month extension two (2) days prior to such Extension.
In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the
Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount
of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there
are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable
Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension
at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after
the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates
or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent
that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business
Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination
within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares
for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes, if any (less up to US$100,000 of interests to pay dissolution
expenses) and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors
which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants and
rights will expire and be worthless.
The
Board recommends that you vote in favor of the Extension Amendment Proposal.
| Q. |
Why
should I vote “FOR” the Trust Agreement Amendment Proposal? |
| |
|
| A. |
AlphaTime
believes shareholders will benefit from AlphaTime consummating a Business Combination and is proposing the Trust Agreement Amendment
Proposal to extend the date by which AlphaTime has to complete a Business Combination until the Extended Date. The Extension
would give AlphaTime additional time to complete a Business Combination. |
| |
|
| |
The
Board believes that it is in the best interests of AlphaTime shareholders and AlphaTime that the Extension be obtained so that, in
the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, AlphaTime will have
an additional amount of time to consummate a Business Combination. Without the Extension, AlphaTime believes that there is significant
risk that AlphaTime will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date.
If that were to occur, AlphaTime would be precluded from completing a Business Combination and would be forced to liquidate even
if AlphaTime shareholders are otherwise in favor of consummating a Business Combination. |
| |
|
| |
AlphaTime
believes that given its expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
AlphaTime is in the best position possible to consummate a Business Combination and that it is in the best interests of AlphaTime
shareholders that AlphaTime obtain the Extension as needed. AlphaTime believes a Business Combination will provide significant benefits
to its shareholders. |
| |
|
| |
The
Board recommends that you vote in favor of the Trust Agreement Amendment Proposal. |
| |
|
| Q. |
Why
should I vote “FOR” the Adjournment Proposal? |
| |
|
| A. |
If
the Adjournment Proposal is not approved by AlphaTime shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Extension Amendment Proposal, Trust Agreement Amendment Proposal or implementation of the Extension and Extension Amendment.
|
If
presented, the Board recommends that you vote in favor of the Adjournment Proposal.
| Q. |
How
will the initial shareholders vote? |
| |
|
| A. |
The
initial shareholders have advised AlphaTime that they intend to vote any Ordinary Shares over which they have voting control, in
favor of the Extension Amendment Proposal, Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal. |
The
initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment
Proposal. On the Record Date, the Sponsor, AlphaTime’s directors, officers and its initial shareholders and their respective affiliates
beneficially owned and were entitled to vote an aggregate of 1,725,000 Founder Shares held by the Sponsor and the officers and directors
of AlphaTime, representing approximately 25.1% of AlphaTime’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private
Placement Units, the Company will need 2,857,297 Public Shares, or 55.5% of the outstanding Public Shares, to vote in favor of the Extension
Amendment to approve such proposal. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the
affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. As of the date of this Proxy Statement,
the Company has 6,873,426 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary
General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need
2,742,727 Public Shares or 53.3% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve
such proposal. To approve the Adjournment Proposal, assuming all outstanding Ordinary Shares are present at the Extraordinary General
Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 1,711,724
Public Shares, or 33.2% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment
Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal at the Extraordinary General Meeting.
| Q. |
What
if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment
Proposal? |
| |
|
| A. |
If
you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved,
you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal. |
| |
|
| |
If
you attend the Extraordinary General Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal,
the Trust Agreement Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes
of determining whether the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal
(as the case may be) are approved. |
| |
|
| |
However,
if you fail to attend the Extraordinary General Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting
in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your Ordinary
Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, Trust Agreement Amendment Proposal
or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Extraordinary
General Meeting will have no effect on the outcome of such votes. |
| |
|
| |
If
the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented
for a vote. |
| |
|
| Q. |
What
happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved? |
| |
|
| A. |
If
there are insufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal, AlphaTime may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension
Amendment and Extension. |
If
the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
The
Sponsor and the officers, directors and the initial shareholders of AlphaTime waived their rights to participate in any liquidation distribution
with respect to the 1,725,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to
AlphaTime’s warrants and rights, which will expire worthless in the event AlphaTime dissolves and liquidates the Trust Account.
| Q. |
If
the Extension Amendment Proposal is approved, what happens next? |
| |
|
| A. |
If
the Extension Amendment Proposal is approved, then the proposed amendment to AlphaTime’s Third Amended and Restated
Memorandum and Articles of Association in substantially the form that appears in Annex A hereto will be adopted with immediate
effect and AlphaTime will proceed to file the Third Amended and Restated Memorandum and Articles of Association, together with other
necessary documents, with the Cayman Islands Registrar of Companies and will continue its efforts to consummate a Business Combination
on or before the last Extended Date, October 4, 2025. |
If
the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal
to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining
in the Trust Account and increase the percentage interest of AlphaTime held by AlphaTime’s officers, directors, the Sponsor and
its affiliates. In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount that would cause our
net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.
Even
if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, AlphaTime may nevertheless choose not to hold
the Extraordinary General Meeting or to amend the Existing Charter and may liquidate on the Termination Date.
| Q. |
Do
I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal? |
| |
|
| A. |
Yes.
Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your Public Shares. However, you will need
to submit a redemption request for your Public Shares. See “How do I exercise my redemption rights?” for more
information about the procedures to follow to redeem your Public Shares. |
| |
|
| Q. |
May
I change my vote after I have mailed my signed proxy card? |
| |
|
| A. |
Yes.
You may change your vote by: |
| ● |
Sending
a later-dated, signed proxy card addressed to AlphaTime’s Chief Executive Officer located at AlphaTime Acquisition Corp, 500
5th Avenue, Suite 938, New York, NY 10110 Attn: Dajiang Guo, so that it is received by AlphaTime’s Secretary or
Chief Executive Officer on or before the Extraordinary General Meeting; or |
| |
|
| ● |
attending
and voting, in person or virtually via the internet, during the Extraordinary General Meeting. |
You
also may revoke your proxy by sending a notice of revocation to AlphaTime’s Chief Executive Officer, which must be received by
AlphaTime’s Chief Executive Officer on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting
will not cause your previously granted proxy to be revoked unless you specifically so request.
| Q. |
How
are votes counted? |
| |
|
| A. |
Votes
will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR”
and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal requires a special
resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding
Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or
any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust
Agreement, the affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Share. Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple
majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. With respect to the Extension Amendment Proposal,
the Trust Agreement Amendment Proposal and the Adjournment Proposal, abstentions and broker non-votes will have no effect on outcome
of any proposal brought before the Extraordinary General Meeting. |
| |
|
| Q. |
What
is the difference between a shareholder of record and a beneficial owner of shares held in street name? |
| |
|
| A. |
Shareholder
of Record. If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company,
LLC (f/k/a American Stock Transfer & Trust Company), you are considered the shareholder of record with respect to those shares,
and the proxy materials were sent directly to you by the Company. |
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to
you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the
Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held
in your account. Those instructions are contained in a “vote instruction form.”
| Q. |
If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| |
|
| A. |
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. AlphaTime believes that all of the proposals presented to the shareholders at this
Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your
shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting
instructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating that it is NOT voting your
shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.”
Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of the vote on the Extension
Amendment Proposal, Trust Agreement Amendment Proposal or the Adjournment Proposal. Your bank, broker or other nominee can vote your
shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions
you provide. |
| |
|
| Q. |
What
constitutes a quorum at the Extraordinary General Meeting? |
| |
|
| A. |
A
quorum is the minimum number of AlphaTime shareholders necessary to hold a valid meeting. Our Existing Charter defines a quorum,
in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment
to the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, as the
holders (whether individuals or entities by a duly authorized representative) of a majority of the Ordinary Shares entitled to vote
at the Extraordinary General Meeting. |
Accordingly,
an AlphaTime shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will
not be counted towards the number of Ordinary Shares required to validly establish a quorum.
| Q. |
How
many votes do I have? |
| |
|
| A. |
Each
Ordinary Share is entitled to one vote on each proposal being submitted to our shareholders at the Extraordinary General Meeting.
|
| |
|
| Q. |
How
do I vote? |
| |
|
| A. |
If
you were a holder of record of Ordinary Shares on [●], 2024, the Record Date for the Extraordinary General Meeting, you may
vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided. |
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, United States.
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares
are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by
mail must be received by 11:59 p.m., New York Time, on [●], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on your proxy card.
| Q. |
Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal
and the Adjournment Proposal? |
| |
|
| A. |
Yes.
After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Trust Agreement Amendment
Proposal and Adjournment Proposal the Board has determined that each proposal is in the best interests of AlphaTime and its shareholders.
The Board recommends that AlphaTime shareholders vote “FOR” each of the Extension Amendment Proposal, the Trust Agreement
Amendment Proposal and Adjournment Proposal, if presented. |
| |
|
| Q. |
What
interests do AlphaTime’s Sponsor, directors and officers have in the approval of the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal? |
| |
|
| A. |
AlphaTime’s
Sponsor, directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that
may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly
or indirectly of Founder Shares and Private Placement Units that may become exercisable in the future. See the section entitled “Extraordinary
General Meeting of AlphaTime—Interests of the Initial Shareholders” in this Proxy Statement. |
| |
|
| Q. |
Do
I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Trust Agreement Amendment
Proposal? |
| |
|
| A. |
No.
There are no appraisal rights available to AlphaTime shareholders in connection with the Extension Amendment Proposal. |
| |
|
| Q. |
How
are the funds in the Trust Account currently being held? |
| |
|
| A. |
The
funds in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations. |
| |
|
| Q. |
If
I am a Public Shareholder, can I exercise redemption rights with respect to my Public Shares? |
| |
|
| A. |
Yes.
If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash
provided that you follow the procedures and deadlines described elsewhere in this Proxy Statement. Public Shareholders may elect
to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of proposals. If you wish
to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”. |
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s prior written consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks
to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
| Q. |
If
I own Public Warrants, can I exercise redemption rights with respect to my Public Warrants? |
| |
|
| A. |
No.
The holders of Public Warrants have no redemption rights with respect to such Public Warrants. |
| |
|
| Q. |
If
I own Public Rights, can I exercise redemption rights with respect to my Public Rights? |
| |
|
| A. |
No.
The holders of Public Rights have no redemption rights with respect to such Public Rights. |
| |
|
| Q. |
If
I am a Unit holder, can I exercise redemption rights with respect to my Units? |
| |
|
| A. |
No.
Holders of outstanding Units must separate the underlying Public Shares, Public Rights, and Public Warrants prior to exercising redemption
rights with respect to the Public Shares. |
If
you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions
to separate such Units into Public Shares, Public Rights, and Public Warrants. This must be completed far enough in advance to permit
the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of
the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee
is listed under the question “Who can help answer my questions?” below.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares, Public Rights, and Public Warrants. This must be completed far
enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units.
While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the
separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your
redemption rights.
| Q. |
What
do I need to do now? |
| |
|
| A. |
You
are urged to read carefully and consider the information contained in this Proxy Statement, including Annex A, and to consider
how the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder.
You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed
proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by
the broker, bank or nominee. |
| |
|
| Q. |
How
do I exercise my redemption rights? |
| |
|
| A. |
In
connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness
of the implementation of the Extension and Extension Amendment, AlphaTime shareholders may seek to redeem all or a portion of their
Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to AlphaTime to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations
described in the final prospectus, dated December 30, 2022, filed in connection with the IPO. In addition, pursuant to the Existing
Charter, AlphaTime may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001,
which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal are approved, AlphaTime may nevertheless choose not to hold the Extraordinary General Meeting or not
to amend the Existing Charter and may liquidate on the Termination Date. |
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed
only if you:
| (i) |
(a)
hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares, Public
Rights, and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; |
| |
|
| (ii) |
submit
a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaTime redeem all or a portion of your Public Shares for cash; and |
| |
|
| (iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through DTC. |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,
on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares
to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment
Proposal or the Trust Agreement Amendment Proposal. If the Extension and Extension Amendment are not consummated, the Public Shares will
be returned to the respective holder, broker or bank. The address of AlphaTime’s transfer agent is listed under the question “Who
can help answer my questions?” below. AlphaTime requests that any requests for redemption include the identity as to the beneficial
owner making such request, including such beneficial owner’s legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaTime’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaTime’s transfer agent
will need to act to facilitate the request. It is AlphaTime’s understanding that shareholders should generally be allowed at least
one week to obtain physical certificates from the transfer agent. However, because AlphaTime does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaTime’s consent, until a vote is taken with respect to the Extension and Extension Amendment, if any. If you delivered
your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request
that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number
or address listed under the question “Who can help answer my questions?”
AlphaTime
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent
electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery
prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
| Q. |
What
should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting? |
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|
| A. |
You
may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy
Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
|
| |
|
| Q. |
Who
will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting? |
| |
|
| A. |
AlphaTime
will pay the cost of soliciting proxies for the Extraordinary General Meeting. AlphaTime has engaged D.F. King to assist in the solicitation
of proxies for the Extraordinary General Meeting. AlphaTime will also reimburse banks, brokers and other custodians, nominees and
fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial
owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of AlphaTime
may also solicit proxies by telephone, by facsimile, by mail or on the internet. They will not be paid any additional amounts for
soliciting proxies. |
| Q. |
Who
can help answer my questions? |
| |
|
| A. |
If
you have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should
contact: |
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New
York, NY 10110
Tel:
(347) 627-0058
You
may also contact the proxy solicitor for AlphaTime at:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Bank
and Brokers Call Collect: (212) 269-5550
All
Others, Please Call Toll-Free: (866) 342-4884
Email:
ATMC@dfking.com
To
obtain timely delivery, AlphaTime shareholders must request the materials no later than [●], 2024, or five (5) business days prior
to the date of the Extraordinary General Meeting. You may also obtain additional information about AlphaTime from documents filed with
the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If
you intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically
or electronically) to the transfer agent on or before [●] p.m. Eastern Time on [●], 2024 (two business days before the scheduled
vote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise
my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares,
please contact the transfer agent:
Equiniti
Trust Company, LLC
6201
12th Avenue
New
York, NY 11219
Attn:
SPACSUPPORT
Email:
SPACSUPPORT@equiniti.com
EXTRAORDINARY
GENERAL MEETING OF ALPHATIME
This
Proxy Statement is being provided to AlphaTime shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary
General Meeting of AlphaTime shareholders to be held on [●], 2024, and at any adjournment thereof. This Proxy Statement contains
important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information
you may find useful in determining how to vote and voting procedures.
This
Proxy Statement is being first mailed on or about [●], 2024 to all shareholders of record of AlphaTime as of [●], 2024, the
Record Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record
Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.
Date,
Time and Place of Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] a.m. Eastern Time on [●], 2024, at the offices of Winston & Strawn
LLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast by visiting https://www.[●] and
entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held at such other date, time
and place to which such meeting may be adjourned, to consider and vote on the proposals.
Proposals
at the Extraordinary General Meeting
At
the Extraordinary General Meeting, AlphaTime shareholders will consider and vote 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 (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 nine (9) times from January 4, 2025 (the “Termination Date”)
to October 4, 2025, each by an additional one (1) month (each an “Extension”) for a total of nine (9) months after
the Termination Date (i.e., for a total of up to thirty-three (33) months after the consummation of its initial public offering (the
“IPO”)), assuming a Business Combination has not occurred. |
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|
| ● |
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 (the “Trustee”), to allow the Company to extend the Termination Date up to nine (9)
times for an additional one (1) month each time from the Termination Date to October 4, 2025 (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 $55,000 per one-month extension two (2) days prior to such Extension for each Extension until October
4, 2025 (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 |
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|
| ● |
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 and Extension Amendment. |
Voting
Power; Record Date
As
a shareholder of AlphaTime, you have a right to vote on certain matters affecting AlphaTime. The proposals that will be presented at
the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this Proxy Statement.
You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close
of business on [●], 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for
each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name”
or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares
you beneficially own are properly counted. On the Record Date, there were 6,873,426 issued and outstanding shares, of which 5,148,426
shares were held by holders of Public Shares and 1,725,000 Founder Shares were held by the initial shareholders.
Recommendation
of the Board
THE
BOARD RECOMMENDS
THAT
YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
and Required Vote for Proposals for the Extraordinary General Meeting
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other
nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted
for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on whether
the proposals are approved. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person,
you may withdraw your proxy and vote in person.
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the
holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person
or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust Agreement
Amendment Proposal requires the affirmative vote of at least sixty five percent (65%) of the then outstanding Ordinary Shares pursuant
to the Trust Agreement. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote
of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in
person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.
On
the Record Date, the Sponsor, AlphaTime’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,725,000 Founder Shares held by the Sponsor and the officers and directors of AlphaTime,
representing approximately 25.1% of AlphaTime’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,857,297 Public
Shares, or 55.5% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal. Approval
of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares. To approve the Adjournment Proposal, assuming all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,742,727 Public Shares, or 53.3%
of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will
only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment
Proposal at the Extraordinary General Meeting.
It
is possible that AlphaTime will not be able to complete its initial Business Combination on or before the Termination Date, or by the
last Extended Date, October 4, 2025, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved.
If AlphaTime fails to complete its initial Business Combination on or before the Termination Date, or by the last Extended Date, October
4, 2025, if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, AlphaTime will be required to dissolve
and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.
Voting
Your Shares—Shareholders of Record
If
you are a AlphaTime shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own in
your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards
show the number of Ordinary Shares that you own.
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, 77002 United States.
Voting
by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to virtually attend the Extraordinary General Meeting so that your shares will be voted if
you are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that
your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you
hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided
to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as
recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust
Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●] p.m.,
New York Time, on [●], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on their proxy card.
Voting
Your Shares—Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares
and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from AlphaTime. Simply complete and mail the proxy card to ensure that your vote is counted. You may
be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet
and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return
your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must
first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to virtually attend the Extraordinary
General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank
to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, you must then register to virtually attend the Extraordinary
General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address
to the Trustee. Requests for registration should be directed to Equiniti Trust Company, LLC. Written requests can be mailed
to:
Equiniti
Trust Company, LLC
6201
12th Avenue
New
York, NY 11219
Attn:
SPACSUPPORT
Email:
SPACSUPPORT@equiniti.com
Requests
for registration must be labeled as “Legal Proxy” and be received no later than [●] p.m., New York Time, on [●],
2024.
You
will receive a confirmation of your registration by email after AlphaTime receives your registration materials. You may virtually attend
the Extraordinary General Meeting by visiting https://www.[●] and entering the voter control number included on your proxy card.
You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during
the Extraordinary General Meeting. Follow the instructions provided to vote. AlphaTime encourages you to access the Extraordinary General
Meeting prior to the start time leaving ample time for the check in.
Attending
the Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] a.m. Eastern Time, on [●], 2024, at the offices of Winston & Strawn
LLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast at https://www.[●]. You will be
able to attend the Extraordinary General Meeting virtually by logging into the meeting website and entering the voter control number
included on your proxy card. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter
control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General
Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing
any one of the following:
| ● |
you
may send another proxy card with a later date; |
| |
|
| ● |
you
may notify AlphaTime’s Chief Executive Officer in writing to AlphaTime Acquisition Corp, 500 5th Avenue, Suite 938,
New York, NY 10220, Attention: Dajiang Guo before the Extraordinary General Meeting that you have revoked your proxy; or |
| |
|
| ● |
you
may attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above. |
No
Additional Matters
The
Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust
Agreement Amendment Proposal and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident to the
conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not
included in this Proxy Statement, which serves as the notice of the Extraordinary General Meeting.
Who
Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call D.F. King, AlphaTime’s
proxy solicitor toll-free at (866) 342-4884 or via email at ATMC@dfking.com.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension
Amendment, each holder of Public Shares may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds
available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to AlphaTime to pay its taxes, divided by
the number of then outstanding Public Shares, subject to the limitations described in the final prospectus, dated December 30, 2022,
filed in connection with the IPO. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will
no longer own the shares. In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount that would
cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing,
even if the Extension Amendment Proposal is approved, AlphaTime may nevertheless choose not to hold the Extraordinary General Meeting
or not to amend the Existing Charter and may liquidate on the Termination Date.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension and Extension Amendment are consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public
Shares to be redeemed only if you:
(i)
(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares, Public
Rights, and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;
(ii)
submit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaTime redeem all or a portion of your Public Shares for cash; and
(iii)
deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or
electronically through DTC.
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●] p.m., Eastern
Time, on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public
Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension
Amendment Proposal or the Trust Agreement Amendment Proposal. If the Extension and Extension Amendment are not consummated, the Public
Shares will be returned to the respective holder, broker or bank. The address of AlphaTime’s transfer agent is listed under the
question “Who can help answer my questions?” below. AlphaTime requests that any requests for redemption include the
identity as to the beneficial owner making such request, including such beneficial owner’s legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaTime’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaTime’s transfer agent
will need to act to facilitate the request. It is AlphaTime’s understanding that shareholders should generally be allowed at least
one week to obtain physical certificates from the transfer agent. However, because AlphaTime does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaTime’s consent, until a vote is taken with respect to the Extension and Extension Amendment, if any. If you delivered
your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request
that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number
or address listed under the question “Who can help answer my questions?”
AlphaTime
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent
electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery
prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension
Amendment Proposal is approved and the Extension and Extension Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
Each
redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $[●] as of the Record Date. Prior to their exercising redemption rights, AlphaTime shareholders
should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares
in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.
There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower
than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of AlphaTime, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely
demand redemption.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension and Extension Amendment
implemented, and if and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by
AlphaTime shareholders, AlphaTime will be required to dissolve and liquidate the Trust Account by returning the then remaining funds
in such account to the holders of Public Shares and all of AlphaTime’s warrants and rights will expire worthless.
Appraisal
Rights
There
are no appraisal rights available to AlphaTime shareholders in connection with the Extension Amendment Proposal.
Proxy
Solicitation Costs
AlphaTime
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on
the internet. AlphaTime has engaged D.F. King to assist in the solicitation of proxies for the Extraordinary General Meeting. AlphaTime
and its directors, officers and employees may also solicit proxies on the internet. AlphaTime will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
AlphaTime
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this
Proxy Statement and the related proxy materials. AlphaTime will reimburse brokerage firms and other custodians for their reasonable out-of-pocket
expenses for forwarding this Proxy Statement and the related proxy materials to AlphaTime shareholders. Directors, officers and employees
of AlphaTime who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Initial Shareholders
In
considering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal
shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in consummating
a Business Combination that are different from, or in addition to, those of other shareholders generally. AlphaTime’s directors
are aware of and will consider these interests, among other matters, in evaluating a potential Business Combination, in recommending
to shareholders that they approve a Business Combination and in agreeing to vote their shares in favor of a Business Combination. Shareholders
should take these interests into account in deciding whether to approve a Business Combination. These interests include, among other
things:
| ● |
If the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination
Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will cease all operations except for the purpose
of winding up, redeeming 100% of the outstanding AlphaTime Public Shares for cash and, subject to the approval of its remaining shareholders
and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and AlphaTime’s directors
and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.017 per share,
would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares.
Such shares had an aggregate market value of $[●] based upon the closing price of $[●] per share on Nasdaq on the Record
Date. |
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|
| ● |
Simultaneously with the
closing of the IPO, the Company consummated the sale of 370,500 Private Placement Units at a price of $10.00 per Private Placement
Unit in a private placement to the Sponsor, generating total gross proceeds of $3,705,000. On January 6, 2023, and effective January
9, 2023, the underwriters in the IPO purchased an additional 900,000 Units to exercise its over-allotment option in full at a purchase
price of $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the full exercise of the over-allotment
option, the Company completed the private sale of an aggregate of 38,700 Private Placement Units, at a purchase price of $10.00 per
Private Placement Unit, generating gross proceeds of $387,000.The Private Placement Units and Class A ordinary shares underlying
the Private Placement Units will become worthless if AlphaTime does not consummate a business combination by the Termination Date
or such later date that may be approved by AlphaTime shareholders in accordance with the Existing Charter. |
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|
| ● |
The Sponsor and AlphaTime’s
directors and officers paid significantly less for their Founder Shares than other Public Shareholders paid for their Public Shares
purchased in the IPO or shares purchased in the open market thereafter. Even if the trading price of the Ordinary Shares were as
low as $[●] per share, the aggregate market value of the Founder Shares alone would be approximately equal to the initial investment
in the Company by the Sponsor and AlphaTime’s officers and directors. As a result, if a Business Combination is completed,
the Sponsor, officers and directors are likely to be able to make a substantial profit on their investment in us even at a time when
the Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company
liquidates without completing its Business Combination before the Termination Date, the Sponsor, officers and directors will lose
their entire investment in us. |
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With certain limited exceptions,
50% of the Founder Shares and Private Placement Units (and underlying securities) will not be transferable, assignable by our founders
until the earlier to occur of: (A) six months after the date of the consummation of our Business Combination, or (B) the date on
which the closing price of our Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination
and the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) may not be transferred, assigned
or sold until six months after the date of the consummation of our Business Combination, or earlier, in either case, if, subsequent
to our Business Combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results
in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Sponsor
and AlphaTime’s directors and officers own the Private Placement Units. If the Extension Amendment Proposal is not approved
and the Company liquidates without completing its Business Combination before the Termination Date, the securities underlying the
Private Placement Units will be worthless. |
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Our Sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or by
a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the
trust account to below (i) $10.18 per Public Share or (ii) such lesser amount per public share held in the Trust Account as of the
date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver
of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of
the IPO against certain liabilities, including liabilities under the Securities Act. |
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The Existing Charter contains
a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets that have been appropriate
for a combination with AlphaTime but were not offered due to a AlphaTime director’s duties to another entity. AlphaTime does
not believe that the waiver of the corporate opportunity doctrine in its Existing Charter interfered with its ability to identify
an acquisition target. |
Additionally,
if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and AlphaTime consummates an initial Business
Combination, the officers and directors of AlphaTime may have additional interests as described in the Proxy Statement/prospectus for
such transaction.
PROPOSAL
NO. 1—THE EXTENSION AMENDMENT PROPOSAL
Overview
AlphaTime
is a blank check company incorporated under the laws of the Cayman Islands on September 15, 2021, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. AlphaTime has reviewed, and continues to review, a number of opportunities to enter into
a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the
target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
because we have no operations and nominal assets consisting almost entirely of cash.
On
January 4, 2023, AlphaTime consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per share,
one Public Warrant, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share
upon the completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per
Unit, generating gross proceeds of $60,000,000. On January 6, 2023, Chardan Capital Markets, LLC exercised its over-allotment option,
which subsequently closed on January 9, 2023, to purchase an additional 900,000 Units at a public offering price of $10.00 per Unit,
generating additional gross proceeds to the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 370,500 private units to the Sponsor at a purchase price of $10.00 per
Private Placement Unit, generating gross proceeds to the Company of $3,705,000. Simultaneously with the closing of the Overallotment,
the Company completed the private sale of an additional 38,700 Private Placement Units, at a purchase price of $10.00 per Private Placement
Unit, generating additional gross proceeds to the Company of $387,000. Transaction costs amounted to $4,892,699 consisting of $1,612,500
of underwriting discount, $2,415,000 of deferred underwriting commission and $865,199 of other offering costs.
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares
sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.
On
September 27, 2023, AlphaTime notified the trustee of the Company’s Trust Account that it was extending the time available to the
Company to consummate a Business Combination from October 4, 2023, to January 4, 2024. The extension was the first of up to three (3)
three-month extensions permitted under the Company’s then-existing governing documents. In connection with such extension, the
Sponsor deposited an aggregate of $690,000 into the Trust Account, on behalf of the Company on September 27, 2023.
At
an extraordinary general meeting of shareholders held on December 28, 2023 (the “Meeting”), the Company adopted the
Existing Charter reflecting the extension of the date by which the Company must consummate a business combination from January
4, 2024 (the “Termination Date”) up to ten (10) times, the first extension comprised of three months, and the subsequent
nine (9) extensions comprised of one month each (each an “Extension”) up to January 4, 2025 (i.e., for a period of
time ending up to 24 months after the consummation of its Initial Public Offering for a total of twelve (12) months after the Termination
Date (assuming a business combination has not occurred). The Company also 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 (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 the Termination Date up to ten (10) times, with the first extension comprised of three months, and the subsequent nine
(9) extensions comprised of one month each from the Termination Date, or extended date, as applicable, to January 4, 2025 by providing
five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust
Account $55,000 for each monthly extension (the “Extension Payment”) until January 4, 2025 (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.
AlphaTime
is proposing to amend its Existing Charter to give the Company the right to extend the Combination Period from January 4, 2025 up to
nine (9) times for an additional one (1) months each time up to October 4, 2025 (i.e., for a period of time ending up to 33 months
after the consummation of its IPO) by depositing into the Trust Account, for each one-month extension, the Extension Payment two (2)
days prior to such Extension. A copy of the proposed Third Amended and Restated Memorandum and Articles of Association of AlphaTime is
attached to this Proxy Statement as part of Annex A.
Proposed
Business Combination
On
January 5 2024, AlphaTime entered into a business combination agreement with PubCo, Merger Sub 1, Merger Sub 2, Merger Sub 3 and HCYC
Group.
Pursuant
to the terms of the HCYC Business Combination Agreement, (i) AlphaTime will merge with and into Merger Sub 1, with AlphaTime surviving
such merger; (ii) AlphaTime will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger; and (iii) HCYC Group will
merge with and into Merger Sub 3, with HCYC Group surviving such merger (collectively, the “Mergers”). The HCYC
Business Combination Agreement and the Mergers were unanimously approved by the boards of directors of each of AlphaTime and HCYC
Group.
Reasons
for the Extension Amendment Proposal
The
Existing Charter currently provides that AlphaTime has until the Termination Date to complete an initial Business Combination. AlphaTime
and its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to
complete a Business Combination unless AlphaTime provided holders of its Public Shares with the right to seek redemption of their Public
Shares in connection therewith. The Board has determined that it is in the best interests of AlphaTime to seek an extension of the Termination
Date and have AlphaTime shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaTime’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the
Extension Amendment Proposal is approved and the Extension and Extension Amendment are implemented, there is no assurance that AlphaTime
will be able to consummate a Business Combination by the last Extended Date, October 4, 2025, given the actions that must occur
prior to closing of a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination by 4 January 2024, we may, by resolution of the Board, at the request of our sponsor, extend the period of time to consummate
a business combination up to ten (10) times, with the first extension comprised of three (3) months, and the subsequent nine (9) extensions
comprised of one (1) month each, subject to sponsor depositing into the Trust Account additional. If the Extension Amendment Proposal
and Trust Agreement Amendment Proposal are approved, we may, by resolution of the Board, at the request of our Sponsor, avail
ourselves of nine (9) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates
or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such one-month extension, on or prior to the date of the applicable Business Combination deadline $55,000 per one-month extension
two (2) days prior to such Extension. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay
the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured
promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close
a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from
our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue
a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition, we
intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had been
timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to
complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend
the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we
are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business
days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share for a pro rata portion of the funds held
in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes if any (less up to US$100,000 of interest to pay dissolution expenses), and then seek to dissolve and liquidate.
However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of
our Public Shareholders. In the event of our dissolution and liquidation, the warrants and rights will expire and be worthless.
The
Extension Amendment Proposal is essential to allowing AlphaTime additional time to consummate a Business Combination in the event a Business
Combination is for any reason not completed on or before the Termination Date. Approval of the Extension Amendment Proposal is a condition
to the implementation of the Extension and Extension Amendment. In addition, pursuant to the Existing Charter, AlphaTime may not redeem
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by
the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, AlphaTime may
nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination
Date.
If
the Extension Amendment Proposal is Not Approved
The
approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which
we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Extension and Extension
Amendment unless our shareholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension and
Extension Amendment are satisfied or waived. If the Extension Amendment Proposal is not approved and a Business Combination is not consummated
by the Termination Date, or such later date that may be approved by AlphaTime shareholders, AlphaTime will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,725,000 Founder Shares
held by them. There will be no distribution from the Trust Account with respect to AlphaTime’s warrants and rights, which will
expire worthless in the event AlphaTime dissolves and liquidates the Trust Account.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, the proposed amendment to AlphaTime’s Third Amended and Restated Memorandum
and Articles of Association, in substantially the form that appears in Annex A hereto, will be adopted with immediate effect and
AlphaTime will proceed to file the Amendment to the Third Amended and Restated Memorandum and Articles of Association, together with
other necessary documents, with the Cayman Islands Registrar of Companies. The Amendment to the Third Amended and Restated Memorandum
and Articles of Association gives the Company the right to extend the Combination Period from January 4, 2025, up to nine (9) times for
an additional one (1) month each time up to October 4, 2025 (i.e., for a period of time ending up to 33 months after the consummation
of its IPO). AlphaTime will then continue to attempt to consummate a Business Combination until the last Extended Date, October
4, 2025. AlphaTime will remain a reporting company under the Exchange Act and its Units, Public Shares, Public Rights, and Public Warrants
will remain publicly traded during this time.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do
not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,
you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public
Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the
Extended Date, October 4, 2025. If AlphaTime enters into a definitive agreement with a target to consummate a Business Combination,
the vote by AlphaTime shareholders to approve such Business Combination will occur at a separate meeting of AlphaTime shareholders, to
be held at a later date, and the solicitation of proxies from AlphaTime shareholders in connection with such separate meeting, and the
related right of AlphaTime shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Extension Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus.
If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal is implemented, you should elect
to “redeem” your Public Shares in connection with the Extraordinary General Meeting.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension
Amendment, each Public Shareholder may seek to redeem all or a portion of its Public Shares for a pro rata portion of the funds available
in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging
your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter, AlphaTime may not redeem
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by
the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, AlphaTime may nevertheless choose not
to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Please
see the section titled “Extraordinary General Meeting—Redemption Rights” for more information on how to exercise
your redemption rights.
U.S.
Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The
following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect
to have their Public Shares redeemed for cash if the Extension Amendment Proposal is approved. This discussion applies only to Public
Shares that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion
does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances
or status, including:
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the Sponsor or our directors
and officers; |
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financial
institutions or financial services entities; |
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broker-dealers; |
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taxpayers
that are subject to the mark-to-market method of accounting; |
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tax-exempt
entities; |
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governments
or agencies or instrumentalities thereof; |
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insurance
companies; |
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regulated
investment companies or real estate investment trusts; |
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expatriates
or former long-term residents of the United States; |
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persons
that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes
of our shares; |
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persons
that acquired Public Shares pursuant to an exercise of employee share options or upon payout of a restricted share unit, in connection
with employee share incentive plans or otherwise as compensation or in connection with the performance of services; |
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persons
that hold Public Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
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persons
whose functional currency is not the U.S. dollar; |
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controlled
foreign corporations; or |
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passive
foreign investment companies. |
This
discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations
promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing
is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion
does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative
minimum tax or the Medicare tax on net investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We
have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise
of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below
or that any such positions would not be sustained by a court.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through
such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Public Shares,
the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such
partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption
rights to them.
EACH
HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS,
INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
As
used herein, a “U.S. Holder” is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:
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a
citizen or individual resident of the United States; |
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a
corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized
(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
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an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
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a
trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S.
person. |
Redemption
of Public Shares
In
addition to the PFIC considerations discussed below under “— PFIC Considerations,” the U.S. federal income tax
consequences of the redemption of a U.S. Holder’s Public Shares pursuant to an exercise of redemption rights will depend on whether
the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section
301 of the Code.
If
the redemption qualifies as a sale of Public Shares, a U.S. Holder will be treated as described below under the section entitled “—
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.” If the redemption does not qualify
as a sale of Public Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under
the section entitled “— Taxation of Distributions.”
The
redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially
disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S.
Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests
are explained more fully below.
For
purposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary
shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares
owned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have
an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which
would generally include shares which could be acquired pursuant to the exercise of the warrants.
The
redemption of ordinary shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder
if the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately
after the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder
actually or constructively owned immediately before the redemption. Prior to an initial business combination, the Public Shares may not
be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There
will be a complete termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively
owned by such U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S.
Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain
family members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Public Shares will not be
essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate
interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate
interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even
a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a distribution to the redeeming holder
and the tax effects to such U.S. Holder will be as described below under the section entitled “— Taxation of Distributions.”
After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares will be added to such
holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder should consult its tax adviser
as to the allocation of remaining basis.
U.S.
Holders should consult their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.
Taxation
of Distributions.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal
income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income
tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received
deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect
to non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) Public Shares
are readily tradable on an established securities market in the United States or (ii) Public Shares are eligible for the benefits of
an applicable income tax treaty, in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend
was paid or in any previous year and certain holding period and other requirements are met. Because we believe it is likely that we were
a PFIC for our prior taxable year ended December 31, 2023, it is likely that the lower applicable long-term capital gains rate
would not apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights with respect
to the Public Shares may prevent the holding period of such shares from commencing prior to the termination of such rights. U.S. Holders
should consult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend with respect
to Public Shares.
Distributions
in excess of our current and accumulated earnings and profits will generally constitute a return of capital that will be applied against
and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Public Shares. Any remaining excess will be treated
as gain realized on the sale or other disposition of the Public Shares and will be treated as described below under the section entitled
“— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.”
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain
or loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the
Public Shares redeemed.
Under
tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income
tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding
period for the ordinary shares exceeds one year at the time of disposition. However, it is unclear whether the redemption rights with
respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior
to the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different
blocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors
to determine how the above rules apply to them.
PFIC
Considerations
A
foreign corporation will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if
at least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least
50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly
over the year, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents
and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and net gains from the disposition
of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income
test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable
year the corporation has gross income (the “start-up year”), if (i) no predecessor of the corporation was a PFIC; (ii) the
corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (iii) the
corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us is uncertain and will
not be known until after the close of our current taxable year (or possibly not until after the close of the first two taxable years
following our start-up year, as described under the start-up exception). After the acquisition of a company or assets in a business combination,
we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as
well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then
we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for our
current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. Accordingly,
there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and
the U.S. Holder did not make a timely and effective “qualified election fund” election (a “QEF Election”)
for each of our taxable years as a PFIC in which the U.S. Holder held Public Shares, a QEF Election along with a purging election, or
a “mark-to-market” election, then such holder will generally be subject to special rules (the “Default PFIC Regime”)
with respect to:
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any gain recognized by
the U.S. Holder on the sale or other disposition of its Public Shares; and |
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any “excess distribution”
made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater
than 125% of the average annual distributions received by such U.S. Holder in respect of its ordinary shares during the three preceding
taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares). |
Under
the Default PFIC Regime:
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the U.S. Holder’s
gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public Shares; |
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the amount of gain allocated
to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the
period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are a PFIC, will be taxed
as ordinary income; |
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the amount of gain allocated
to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed
at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
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an additional tax equal
to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable
to each such other taxable year of such U.S. Holder. |
THE
PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER
A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING
OR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Information
Reporting and Backup Withholding
Payments
of cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible
U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the
holders of two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented
by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually)
or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any
vote on the Extension Amendment Proposal.
On
the Record Date, the Sponsor, AlphaTime’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,725,000 Founder Shares held by the Sponsor and the officers and directors of AlphaTime,
representing approximately 25.1% of AlphaTime’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,857,297 Public
Shares, or 55.5% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.
Our
Board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal. In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an amount
that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
the foregoing, even if the Extension Amendment Proposal is approved, AlphaTime may nevertheless choose not to hold the Extraordinary
General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date.
Full
Text of Resolution
RESOLVED,
as a special resolution, that the amendment to AlphaTime’s Third Amended and Restated Memorandum and Articles of Association
as adopted by special resolution passed on December 28, 2023 (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 nine (9) times from January 4, 2025 (the “Termination
Date”) to October 4, 2025, each by an additional one (1) month (each an “Extension”) for a total of nine
(9) months after the Termination Date (i.e., a total of up to thirty-three (33) months after the consummation of its initial public offering)
(the “IPO”)), assuming a Business Combination has not occurred, be adopted with immediate effect.
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHATIMESHAREHOLDERS VOTE “FOR”
THE
EXTENSION AMENDMENT PROPOSAL.
Our
Board expresses no opinion as to whether you should redeem your Public Shares.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaTime—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 2—THE TRUST AGREEMENT AMENDMENT PROPOSAL
Overview
The
proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”),
dated as of December 30, 2022, by and between the Company and Equiniti Trust Company, LLC (the “Trustee”), to allow
the Company to extend the Termination Date up to nine (9) times for an additional one (1) month each time from the Termination Date to
October 4, 2025 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee
prior to the applicable Termination Date (the “Trust Agreement Amendment Proposal”). A copy of the proposed Trust
Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in
its entirety for a more complete description of its terms.
Proposed
Business Combination
On
January 5 2024, AlphaTime entered into a business combination agreement with PubCo, Merger Sub 1, Merger Sub 2, Merger Sub 3 and HCYC
Group.
Pursuant
to the terms of the HCYC Business Combination Agreement, (i) AlphaTime will merge with and into Merger Sub 1, with AlphaTime surviving
such merger; (ii) AlphaTime will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger; and (iii) HCYC Group will
merge with and into Merger Sub 3, with HCYC Group surviving such merger (collectively, the “Mergers”). The HCYC
Business Combination Agreement and the Mergers were unanimously approved by the boards of directors of each of AlphaTime and HCYC
Group.
Consequences
if the Trust Agreement Amendment Proposal is Not Approved
If
the Trust Agreement Amendment Proposal is not approved and the Company does not consummate an initial business combination on or before
the Termination Date, AlphaTime (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Vote
Required for Approval
Subject
to the foregoing, pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent (65%) of the Company’s outstanding
Ordinary Shares, voting together as a single class, will be required to approve the Trust Agreement Amendment Proposal.
The
Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal
is not, neither proposal will take effect. In addition, pursuant to the Existing Charter, AlphaTime may not redeem Public Shares in an
amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not
implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.
Full
Text of Resolution
“It
is resolved that 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 (the “Trustee”) be amended to allow
the Company to extend the termination date from January 4, 2025 up to nine (9) times for an additional one (1) month each time up to
October 4, 2025 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering)
by providing five (5) days advance notice to the Trustee prior to the applicable Termination Date and depositing into the trust account
(the “Trust Account”), for each one-month extension, $55,000 per one-month extension two (2) days prior to such Extension
(the “Extension Payment”) until October 4, 2025 pursuant to an amendment to the Trust Agreement in the form
set forth in Annex B of the accompanying Proxy Statement.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHATIME SHAREHOLDERS VOTE “FOR”
THE
APPROVAL OF THE TRUST AGREEMENT AMENDMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaTime—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 3—THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit
further solicitation of proxies, or to provide additional time to effectuate the Extension and Extension Amendment. The Adjournment Proposal
will only be presented to AlphaTime shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time
of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, or in the
event that the Board determines that additional time is necessary to effectuate the Extension and Extension Amendment.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by AlphaTime shareholders, the Board may not be able to adjourn the Extraordinary General Meeting
to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting
to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually)
or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any
vote on the Adjournment Proposal.
On
the Record Date, the Sponsor, AlphaTime’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,725,000 Founder Shares held by the Sponsor and the officers and directors of AlphaTime,
representing approximately 25.1% of AlphaTime’s issued and outstanding Ordinary Shares. Accordingly, assuming all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,711,724 Public
Shares or 33.2% of the Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal
will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal at the Extraordinary General Meeting.
Full
Text of Resolution
“It
is resolved as an ordinary resolution that the Extraordinary General Meeting be adjourned 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, the Extension Amendment and the Trust Agreement Amendment (the “Adjournment Proposal”).”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHATIMESHAREHOLDERS VOTE “FOR”
THE
APPROVAL OF THE ADJOURNMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaTime—Interests of the Initial Shareholders”
for a further discussion.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed
with the SEC on April 15, 2024, and in other reports AlphaTime filed with the SEC, including AlphaTime’s Quarterly Reports on Form
10-Q for the periods ended March 31, 2024, filed with the SEC on May 20, 2024, June 30, 2024, filed with the SEC on August 14, 2024,
and September 30, 2024, filed with the SEC on November 19, 2024, and in other reports we file with the SEC before making a decision
to vote on the proposals described in this Proxy Statement or to redeem or continue to hold your Public Shares. Furthermore, if any of
the following events occur, our business, financial condition and operating results may be materially adversely affected or we could
face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
There
are no assurances that the Extension Amendment and Extensions will enable us to complete an initial Business Combination.
Approving
the Extension Amendment and Extension involves a number of risks. Even if the Extension Amendment and Extensions are approved, the Company
can provide no assurances that an initial Business Combination will be consummated prior to the expiration of the last Extended Date,
October 4, 2025. Our ability to consummate an initial Business Combination is dependent on a variety of factors, many of which
are beyond our control. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the other conditions
to implementing the Extension and Extension Amendment are satisfied or waived, the Company expects to continue to seek an initial Business
Combination and shareholder approval of such initial Business Combination. We are required to offer shareholders the opportunity to redeem
shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in
connection with any shareholder vote to approve an initial Business Combination. Even if the Extension, Extension Amendment, or initial
Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate
an initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in
connection with the Extension, Extension Amendment, and an initial Business Combination vote could exacerbate these risks. Other than
in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales
of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able
to dispose of our shares at favorable prices, or at all.
The
SEC has recently adopted new rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination
target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete
our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The
need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier
time than we might otherwise choose.
On
January 24, 2024, the SEC adopted new rules (the “SPAC Rules”), relating to disclosures in business combination transactions
between special purpose acquisition companies (“SPACs”), such as the Company, and private operating companies; the
condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC
filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business
combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940,
as amended (“Investment Company Act”). Certain of the procedures that the Company, a potential business combination
target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC’s views expressed in the
SPAC Rules, may increase the costs and the time required to consummate a business combination, and may constrain the circumstances under
which the Company could complete a business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination
and liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a Business Combination.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would then
be required to complete a Business Combination no later than 24 months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, where it has been less than 18 months since the effective date of its IPO Registration
Statement. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds
and may hinder our ability to complete the Business Combination and our activities would be severely restricted. In addition, we would
be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine, in our discretion, to
liquidate the securities held in the Trust Account prior to the 18-month anniversary if we have not entered into an agreement with a
target company for a Business Combination prior to that time, or may determine in our discretion to otherwise due so prior to the 24-month
anniversary, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less
interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.
This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing
the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. Alternatively, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine we may abandon our efforts
to consummate a Business Combination and instead liquidate the Company. If we are required to liquidate, you may lose all or part of
your investment in the Company and our investors would not be able to realize the benefits of owning shares in a successor operating
business, including the potential appreciation in the value of our shares, rights, and warrants following such a transaction, and our
warrants and rights would expire and become worthless.
We
may not be able to complete our initial Business Combination with a foreign target if it becomes subject to review or approval
by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial Business Combination to be consummated by us with any foreign target (including, but
not limited to, a Singapore target), we may not be able to consummate an initial Business Combination with such target.
For
example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning
more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition,
U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may
require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that
may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”).
CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by
foreign persons in order to determine the effect of such transactions on the national security of the United States.
Outside
the United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target
companies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated
industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.
U.S.
and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval
of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able
to consummate a Business Combination.
As
a result of these various restrictions, even though a Business Combination may be approved by the Board, a governmental or regulatory
body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy. Because
we have only a limited time to complete a Business Combination, our failure to obtain any required approvals within the requisite time
period may require us to liquidate. If we liquidate, our public stockholders may only receive $[●] per share, and our warrants
and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance
of realizing future gains on your investment through any price appreciation in the combined company.
Our
ability to complete a business combination may be impacted by the fact that a majority of our officers and directors are located in or
have significant ties to the People’s Republic of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive
partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us
to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete an initial
business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations
and review by a U.S. government entity, such as the CFIUS, or ultimately prohibited.
A
majority of our directors and officers are located in, or have significant ties to, China, including Hong Kong, Taiwan and Macau. As
a result, we may be a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition
candidates. This would impact our search for a target company and make it harder for us to complete an initial business combination with
a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company
since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity.
Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations
that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign
investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of
the United States. We may be considered a “foreign person” under such rules and regulations and any proposed business combination
between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign
ownership restrictions and/or CFIUS review.
The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to
mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate a business combination with such business.
In
addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,
determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear
the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership
issues.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we currently only have 9 months (or 18 months
if we extend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain
any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If
we liquidate, our public shareholders may only receive $10.18 per share initially, and our rights and warrants will expire worthless.
Our public shareholders may also lose the potential investment opportunity in a target company and the opportunity of realizing future
gains on such investments through any price appreciation in the combined company.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of AlphaTime’s Ordinary Shares as of the Record Date
based on information obtained from the persons named below, with respect to the beneficial ownership of shares of AlphaTime’s Ordinary
Shares, by:
| ● |
each
person known by AlphaTime to be the beneficial owner of more than 5% of AlphaTime’s outstanding Ordinary Shares; |
| |
|
| ● |
each
of AlphaTime’s executive officers and directors that beneficially owns Ordinary Shares; and |
| |
|
| ● |
all
AlphaTime’s executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options, rights, and warrants that are
currently exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on 6,873,426 outstanding shares (including 5,148,426 Public Shares and 1,725,000 Founder
Shares) issued and outstanding as of the Record Date.
Voting
power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the
holders of the Ordinary Shares vote together as a single class.
Unless
otherwise indicated, AlphaTime believes that all persons named in the table have sole voting and investment power with respect to all
Ordinary Shares beneficially owned by them.
| | |
| | |
Percentage of | |
| | |
| | |
Outstanding | |
| | |
Number of Shares | | |
Ordinary | |
| Name and Address of Beneficial Owner | |
Beneficially Owned | | |
Shares | |
| Alphamade Holding LP (2) | |
| 983,700 | | |
| 14.3 | % |
| Doreen International Limited | |
| 1,035,000 | | |
| 15.1 | |
| Xinfeng Feng(2) | |
| 2,018,700 | | |
| 29.4 | % |
| Dajiang Guo | |
| - | | |
| - | % |
| Jichuan Yang | |
| - | | |
| - | % |
| Li Wei | |
| - | | |
| - | % |
| Wen He | |
| - | | |
| - | % |
| Michael L. Coyne | |
| - | | |
| - | % |
| All executive officers and directors as a group (6 individuals) | |
| 2,018,700 | | |
| 29.4 | % |
| Glazer Capital, LLC (3) | |
| 578,041 | | |
| 8.41 | % |
| Mizuho Financial Group, Inc. (4) | |
| 505,896 | | |
| 7.36 | % |
| Space Summit Capital LLC (5) | |
| 475,000 | | |
| 6.91 | % |
| First Trust Capital Management L.P. (6) | |
| 445,959 | | |
| 6.49 | % |
| ATW SPAC MANAGEMENT LLC (7) | |
| 438,093 | | |
| 5.57 | % |
| BoothBay Fund Management LLC (8) | |
| 438,093 | | |
| 6.4 | % |
| Wolverine Asset Management LLC (9) | |
| 433,010 | | |
| 6.30 | % |
| WealthSpring Capital LLC (10) | |
| 381,320 | | |
| 5.55 | % |
| (1) |
Unless otherwise noted,
the business address of each of the following entities or individuals is c/o AlphaTime Acquisition Corp, 500 Fifth Avenue, Suite
938, New York, NY 10110. |
| (2) |
Our sponsor is the record
holder of founder shares reported herein. Ms. Feng is the sole director and shareholder of Doreen International Limited, which owns
60% of the sponsor entity. |
| |
|
| (3) |
According
to a Schedule 13G/A filed with the SEC on November 14, 2024, Glazer Capital, LLC beneficially owns 578,041 ordinary
shares. Glazer Capital, LLC’s address is 250 West 55th Street, Suite 30A, New York, New York 10019. |
| |
|
| (4) |
According to a Schedule 13G filed with the SEC on November
14, 2024, Mizuho Financial Group, Inc. beneficially owns 505,896 Ordinary Shares. The principal business address of Mizuho Financial
Group, Inc. is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. |
| |
|
| (5) |
According to a Schedule
13G filed with the SEC on January 4, 2023, Space Summit Capital LLC beneficially owns 475,000 ordinary shares. Space Summit Capital
LLC’s address is 5455 Albright Street, Pacific Palisades, CA 90272. |
| |
|
| (6) |
According to a Schedule 13G filed with the SEC on November
14, 2024 jointly by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”),
First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”), VARBX owned 400,279 shares of
the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 445,959 shares of the outstanding Ordinary
Shares of the Company. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor,
Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212. |
| |
|
| (7) |
According to a Schedule
13G filed with the SEC on February 14, 2023, the ordinary shares are held by (1) one or more private funds managed by ATW SPAC Management
LLC, a Delaware limited liability company (the “Adviser”), which has been delegated exclusive authority to vote and/or
direct the disposition of such Shares held by sub-accounts of one or more pooled investment vehicles managed by a Delaware limited
liability company and (2) a private fund that is managed by an affiliate of the Adviser. Antonio Ruiz-Gimenez and Kerry Propper are
managing members of the Adviser and its affiliate. The address is 17 State Street, Suite 2100 New York, New York 10004. |
| |
|
| (8) |
According
to a Schedule 13G filed with the SEC on February 14, 2024, BoothBay Fund Managment LLC beneficially owns 438,093 ordinary shares.
BoothBay Fund Management LLC’s address is 140 East 45th Street, 14th Floor New York, NY 10017.
|
| |
|
| (9) |
According
to a Schedule 13G filed with the SEC on October 15, 2024, Wolverine Asset Management, LLC (“WAM”) is an investment manager
and has voting and dispositive power over 433,010 Ordinary Shares of the Issuer. The sole member and manager of WAM is Wolverine
Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading
Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, Mr. Gust,
and WTP have voting and disposition power over 433,010 of the Issuer’s Ordinary Shares. The beneficial owners’ address
is 175 West Jackson Boulevard, Suite 340 Chicago, IL 60604.
|
| |
|
| (10) |
According
to a Schedule 13G filed with the SEC on February 8, 2024, WealthSpring Capital LLC beneficially owns 381,320 ordinary shares. WealthSpring
Capital LLC’s address is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.
|
HOUSEHOLDING
INFORMATION
Unless
AlphaTime has received contrary instructions, AlphaTime may send a single copy of this Proxy Statement to any household at which two
or more shareholders reside if AlphaTime believes the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce AlphaTime’s expenses. However, if
shareholders prefer to receive multiple sets of AlphaTime’s disclosure documents at the same address this year or in future years,
the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together
both of the shareholders would like to receive only a single set of AlphaTime’s disclosure documents, the shareholders should follow
these instructions:
| ● |
if the shares are registered
in the name of the shareholder, the shareholder should contact AlphaTime at the following address: |
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New
York, NY 10110
(347)
627-0058
| ● |
if a broker, bank or nominee
holds the shares, the shareholder should contact the broker, bank or nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
AlphaTime
files annual, quarterly and current reports, Proxy Statements and other information with the SEC as required by the Exchange Act. AlphaTime’s
public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of AlphaTime’s
filings with the SEC (excluding exhibits) at no cost by contacting AlphaTime at the address and/or telephone number below.
If
you would like additional copies of this Proxy Statement or AlphaTime’s other filings with the SEC (excluding exhibits) or if you
have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact AlphaTime at the following
address:
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New
York, NY 10110
(347)
627-0058
You
may also obtain additional copies of this Proxy Statement by requesting them in writing or by telephone from AlphaTime’s proxy
solicitation agent at the following address, telephone number and e-mail address:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Bank
and Brokers Call Collect: (212) 269-5550
All
Others, Please Call Toll-Free: (866) 342-4884
Email:
ATMC@dfking.com
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank or other nominee for additional information.
If
you are a AlphaTime shareholder and would like to request documents, please do so by [●], 2024, five business days prior to the
Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from AlphaTime,
such documents will be mailed to you by first class mail or another equally prompt means.
ANNEX
A
ANNEX
A
FORM
OF AMENDMENT TO THE
THE
THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
ALPHATIME
ACQUISITION CORP
[date]
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) be deleted in its entirety and replaced as follows: |
| |
37.8 |
The Company has until 4 January 2025 (the Termination
Date) to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may
not be able to consummate a Business Combination by 4 January 2025, the Company may, by Resolution of Directors, at the request of
the Sponsor, extend the period of time to consummate a Business Combination up to nine (9) times, each by an additional one (1) month,
for a total of up to nine (9) months from the Termination Date (i.e. for a total of up to thirty-three (33) months after the consummation
of the IPO) to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account upon five
days advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement and referred to in
the Registration Statement. In the event that the Company does not consummate a Business Combination by the Termination Date (or
nine (9) months after the Termination Date (subject in the latter case to valid extensions having been made in each case) or such
later time as the Members of the Company may approve in accordance with these Articles, the Company shall: |
| |
(a) |
cease
all operations except for the purpose of winding up; |
| |
(b) |
as
promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution
expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’
rights as Members (including the right to receive further liquidation distributions, if any); and |
| |
(c) |
as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the
directors, dissolve and liquidate, |
subject
in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company
shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in
this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of Applicable Law.
| (ii) | Article
37.9 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows: |
| |
37.9 | In
the event that any amendment is made to these Articles: |
| (a) | that
would modify the substance or timing of the Company’s obligation to provide holders
of Public Shares the right to: |
| (i) | have
their shares redeemed or repurchased in connection with a Business Combination pursuant to
Articles 37.2(b) or 37.6; or |
| (ii) | redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination
by the Termination Date (or nine (9) months after the Termination Date pursuant to Article
37.8 (subject in the latter case to valid extensions having been made in each case); or |
| |
(b) | with
respect to any other provision relating to the rights of holders of Public Shares, |
each
holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares
upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the
Company to pay income taxes, if any, divided by the number of Public Shares then in issue.
| (iii) | Article
37.11 of the Existing Memorandum and Articles be deleted in its entirety and replaced as
follows: |
| |
37.11 | After
the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to
the consummation of a Business Combination, the directors shall not issue additional Shares
or any other securities that would entitle the holders thereof to: |
| (a) | receive
funds from the Trust Account; or |
| (b) | vote
as a class with the Public Shares: |
| (i) | on
a Business Combination or on any other proposal presented to Members prior to or in connection
with the completion of a Business Combination; or |
| (ii) | to
approve an amendment to these Articles to: |
| (A) | extend
the time the Company has to consummate a Business Combination beyond the Termination Date
or nine (9) months after the Termination Date pursuant to Article 37.8 (subject in the latter
case to valid extensions having been made in each case); or |
| (B) | amend
the foregoing provisions of these Articles, |
unless
(in connection with any such amendment), each holder of Public Shares who is not a Founder, Officer or director shall be provided with
the opportunity to redeem their Public Shares in accordance with these Articles.
ANNEX
B
PROPOSED
AMENDMENT NO. 2
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
OF
ALPHATIME
ACQUISITION CORP
[AMENDMENT
TO TRUST AGREEMENT]
PROPOSED
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of [●], 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 Transfer & Trust Company), as trustee (“Trustee”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 30, 2022 (the “Original
Trust Agreement”);
WHEREAS,
the Company and the Trusee entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of December 28, 2023 (together
with the Original Trust Agreement, the “Amended Trust Agreement”);
WHEREAS,
Section 1(i) of the Original Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the
“Trust Account”) under the circumstances described therein;
WHEREAS,
at an extraordinary general meeting of the Company held on [●], 2024 (the “Special Meeting”), the Company’s shareholders
approved (i) a proposal to amend AlphaTime’s Third Amended and Restated Memorandum
and Articles of Association, dated as of December 30, 2022 (the “Existing Charter”) to extend the date by which the Company
must consummate a business combination (the “Combination Period”) up to nine (9) times from January 4, 2025 to October
4, 2025 (the “Termination Date”), with each extension comprised of one month (each an “Extension”)
(i.e., for a period of time ending up to 33 months after the consummation of its initial public offering (the “IPO”)) for
a total of nine (9) months after the Termination Date (assuming a Business Combination has not occurred); and (ii) a proposal to amend
the Original Trust Agreement, to permit the Company to extend the Termination Date up to nine (9) times for an additional one (1) month
each time from the January 4, 2025 to November January 4, 2025 by providing five days’ advance notice to the Trustee prior to the
applicable Termination Date and depositing into the Trust Account $55,000 per one-month extension two (2) days prior to such Extension.
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairwoman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds
held in the Trust Account (which interest shall be net of taxes payable and, in the case of Exhibit B, up to $100,000 of interest
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 33 months after the closing of the Offering or (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed there should be no reduction
in the principal amount per share initially deposited in the Trust Account;”
2.
Exhibit E of the Original Trust Agreement is hereby amended and restated in its entirety as follows:
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Equiniti
Trust Company, LLC
6201 12th Avenue
New
York, NY 11219
Attn: [●]
Re:
Trust Account No. [ ] Extension Letter
Dear
[●]:
Pursuant
to Section 1 of the Investment Management Trust Agreement between AlphaTime Acquisition Corp (“Company”) and Equiniti
Trust Company, LLC, dated as of December 30, 2022 (“Trust Agreement”), this is to advise you that the Company is extending
the time available to consummate a Business Combination for an additional three (3) months, from ________ to ________ (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $55,000 per one-month extension two (2) days prior
to such Extension, which will be wired to you, into the Trust Account investments upon receipt.
This
is the [first/second/third/fourth/fifth/sixth/seventh/eighth/ninth] of up to nine Extension Letters.
| |
Very truly yours, |
| |
AlphaTime Acquisition Corp |
| |
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
cc:
Chardan Capital Markets LLC
3.
All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.
4.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Amended Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.
6.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
| |
EQUINITI TRUST COMPANY, LLC, as
Trustee |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| |
ALPHATIME ACQUISITION CORP |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Tile: |
|
PRELIMINARY
PROXY CARD
FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ALPHATIME
ACQUISITION CORP
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Dajiang Guo, the Company’s Chief Executive Officer, (the “Proxy”) as proxy, with the power
to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at the Extraordinary General
Meeting of shareholders of AlphaTime Acquisition Corp to be held on [●], 2024 at [●] a.m. Eastern Time, virtually via live
webcast at https://www.[ ] or at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect
to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly come before
the Extraordinary General Meeting or any adjournment or postponement thereof.
The
undersigned acknowledges receipt of the accompanying Proxy Statement and revokes all prior proxies for said meeting.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND
3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued
and to be marked, dated and signed on reverse side)
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
| ALPHATIME
ACQUISITION CORP - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. |
|
Please
mark votes as ☒
indicated in this example |
| |
|
|
|
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (1)
The Extension Amendment Proposal - It is resolved as a special resolution, that the amendment to AlphaTime’s Third Amended
and Restated Memorandum and Articles of Association as adopted by special resolution passed on December 28, 2023 (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”) up to nine (9) times from January 4, 2025
(the “Termination Date”) to October 4, 2025, each by an additional one (1) month (each an “Extension”)
for a total of nine (9) months after the Termination Date (i.e., a total of up to thirty-three (33) months after the consummation of
its initial public offering), assuming a Business Combination has not occurred, be adopted with immediate effect. |
|
☐ |
|
☐ |
|
☐ |
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (2)
The Trust Agreement Amendment Proposal - It is resolved that the 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 (the “Trustee”) be amended to allow the Company to extend the Termination Date from January 4, 2025 up to nine
(9) times for an additional one (1) month each time up to October 4, 2025 (i.e., for a period of time ending up to 33 months after
the consummation of its initial public offering) by providing five days’ advance notice to the Trustee prior to the applicable
Termination Date and depositing into the Trust Account, for each one-month extension, $55,000 per one-month extension two (2) days prior
to such Extension, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement. |
|
☐ |
|
☐ |
|
☐ |
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (3)
The Adjournment Proposal - It is resolved as an ordinary resolution that the Extraordinary General Meeting be adjourned
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 or the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension,
Trust Agreement Amendment and Extension Amendment. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
| Date
__________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
_____________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
(if held jointly) ____________________ |
|
|
|
|
|
|
When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
A
vote to abstain will have no effect on proposals 1, 2 or 3. The Shares represented by the Proxy, when properly executed, will be voted
in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each of proposals
1, 2 and 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
AlphaTime Acquisition (NASDAQ:ATMCW)
過去 株価チャート
から 11 2024 まで 12 2024
AlphaTime Acquisition (NASDAQ:ATMCW)
過去 株価チャート
から 12 2023 まで 12 2024
