United States securities and exchange commission logo





                              December 21, 2021

       Dajiang Guo
       Chief Executive Officer
       Alphatime Acquisition Corp.
       500 5th Avenue, Suite 938
       New York, NY 10110

                                                        Re: Alphatime
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
24, 2021
                                                            CIK No. 0001889106

       Dear Mr. Guo:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   Reference is made to
the fifth paragraph. We note that each of your executive officers and
                                                        directors or director
nominees are located in or have significant ties to China. Please
                                                        disclose this
prominently on the prospectus cover page. We also note your disclosure
                                                        that these risks could
result in a material change in your or the target company   s post-
                                                        combination operations
and a significant depreciation of the value of your Class A
                                                        ordinary shares. Please
also disclose that this could result in your Class A ordinary shares
                                                        becoming worthless. We
also note your reference in the final sentence to listing on a
                                                        "U.S. exchange." Please
address impacts on the ability to list on an "other foreign
                                                        exchange." Finally,
your prospectus summary should address, but not necessarily be
 Dajiang Guo
FirstName
Alphatime LastNameDajiang
          Acquisition Corp. Guo
Comapany21,
December  NameAlphatime
              2021        Acquisition Corp.
December
Page 2    21, 2021 Page 2
FirstName LastName
         limited to, the risks highlighted on the prospectus cover page.
2.       Please disclose whether your auditor is subject to the determinations
announced by the
         PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
         Accountable Act and related regulations will affect your company.
Risks Related to Our Possible Business Combination in China, page 8

3.       Please discuss the challenges the company may face enforcing these
contractual
         agreements due to jurisdictional limits including the fact that legal
claims against China-
         based Issuers, or their officers and directors may be difficult or
impossible for investors to
         pursue in U.S. courts and that even if an investor obtains a judgment
in a U.S. court, the
         investor may be unable to enforce such judgment. In addition, further
discuss how the VIE
         structure could affect investors and the value of their investment.
For example, discuss
         that the Chinese government could determine that the agreements
establishing the VIE
         structure do not comply with Chinese law and regulations, including
those related to
         restrictions on foreign ownership, which could subject a China-based
Issuer to penalties,
         revocation of business and operating licenses, or forfeiture of
ownership interests.
4.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor or the auditor of a company you may target
for an initial business
         combination, and that as a result an exchange may determine to delist
your securities. We
         note your current disclosure at the third paragraph on page 9.
Permission Required from the PRC Authorities for this Offering and a Business
Combination,
page 9

5.       Please disclose whether you are required to obtain any approvals to
offer securities to
         foreign investors, whether you have received such approvals and the
consequences to you
         and your investors if you do not receive or maintain the approvals,
inadvertently conclude
         that such approvals are not required, or applicable laws, regulations,
or interpretations
         change and you are required to obtain approval in the future.



Transfer of Cash to and from Our Post-Combination Organization If We Acquire a
Company
Based in China, page 10

6.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China. Describe any
restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors that may apply after a business combination with a
company based in
         China. Describe any restrictions and limitations on your ability to
distribute earnings from
         your businesses, including subsidiaries and/or consolidated VIEs, to
the parent company
 Dajiang Guo
FirstName
Alphatime LastNameDajiang
          Acquisition Corp. Guo
Comapany21,
December  NameAlphatime
              2021        Acquisition Corp.
December
Page 3    21, 2021 Page 3
FirstName LastName
         and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
         Please expand your disclosure on the prospectus cover page to provide
a description of
         how cash is transferred through your organization and state whether
any transfers,
         dividends, or distributions have been made to date.
Risk Factors Summary, page 29

7.       In your Risk Factors Summary, disclose the risks that being based in
or acquiring a
         company whose corporate structure or whose operations in China poses
to investors. In
         particular, describe the significant regulatory, liquidity, and
enforcement risks. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your Class A ordinary shares. Acknowledge any risks that any actions
by the Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. For each
risk, referenced above,
         include a cross-reference to the more detailed discussion of these
risks in the prospectus.
Though we expressly exclude any target whose financial statements are audited
by an accounting
firm that is not subject to PCAOB..., page 67

8.       We note from the audit opinion and the third paragraph on page 8 that
you have a U.S.
         based auditor that is registered with the PCAOB and subject to PCAOB
inspection. Please
         disclose any material risks to the company and investors if it is
later determined that the
         PCAOB is unable to inspect or investigate completely your auditor
because of a position
         taken by an authority in a foreign jurisdiction. For example, disclose
the risk that lack of
         inspection could cause trading in your securities to be prohibited
under the Holding
         Foreign Companies Accountable Act and as a result an exchange may
determine to delist
         your securities.
9.       Please expand your risk factor disclosure to discuss that the United
States Senate passed
         the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of non-inspection years from three years to two,
thus reducing the
         time period before your securities may be prohibited from trading or
delisted.
The Chinese government may exert substantial interventions..., page 73

10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         the business of any China-based company that you may target for an
initial business
         combination, please revise to separately highlight the risk that the
Chinese government
 Dajiang Guo
Alphatime Acquisition Corp.
December 21, 2021
Page 4
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your Class A ordinary
shares. Also, given
         recent statements by the Chinese government indicating an intent to
exert more oversight
         and control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
      You may contact Todd Schiffman at 202-551-3491 or Sandra Hunter
Berkheimer at 202-
551-3758 if you have questions regarding these comments.



FirstName LastNameDajiang Guo                                Sincerely,
Comapany NameAlphatime Acquisition Corp.
                                                             Division of
Corporation Finance
December 21, 2021 Page 4                                     Office of Finance
FirstName LastName