UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 18, 2023
ALPHATIME ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41584 | N/A | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 5th Avenue, Suite 938
New York, NY 10110
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code (347) 627-0058
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one ordinary share, one redeemable warrant and one right | ATMCU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, par value $0.0001 per share | ATMC | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | ATMCW | The Nasdaq Stock Market LLC | ||
| Rights, each right entitling the holder thereof to one-tenth of one ordinary share | ATMCR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On January 18, 2023, AlphaTime Acquisition Corp (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), the warrants (the “Warrants”) and the rights (the “Rights”) included in the Units commencing on January 19, 2023. Each Unit consists of one Ordinary Share, one Warrant to purchase one Ordinary Share and one Right, which entitles the holder thereof to receive one-tenth of one Ordinary Share upon an initial business combination. Any Units not separated will continue to trade on The Nasdaq Global Market (the “Nasdaq”) under the symbol “ATMCU.” Any underlying Ordinary Shares, Warrants and Rights that are separated are expected to trade on the Nasdaq under the symbols “ATMC,” “ATMCW” and “ATMCR,” respectively. Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares, Warrants and Rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 18, 2023. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALPHATIME ACQUISITION CORP | ||
| By: | /s/ Dajiang Guo | |
| Name: | Dajiang Guo | |
| Title: | Chief Executive Officer | |
Dated: January 18, 2023
Exhibit 99.1
AlphaTime
Acquisition Corp Announces the Separate Trading of its Ordinary Shares, Warrants
and Rights Commencing January 19, 2023
New York, NY – January 18, 2023 – AlphaTime Acquisition Corp (the “Company”) announced that, commencing January 19, 2023, holders of the 6,900,000 units sold in the Company’s initial public offering, including the 900,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option, may elect to separately trade the ordinary shares, warrants and rights included in the units. Any units not separated will continue to trade on The Nasdaq Global Market (the “Nasdaq”) under the symbol “ATMCU,” and the separated ordinary shares, warrants and rights are expected to trade on the Nasdaq under the symbols “ATMC,” “ATMCW” and “ATMCR,” respectively. Holders of units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares, warrants and rights.
The units were initially offered by the Company in an underwritten offering. Chardan Capital Markets, LLC (“Chardan”) acted as sole book-running manager of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on December 30, 2022.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About AlphaTime Acquisition Corp
The Company is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, the Company intends to focus its search on businesses throughout Asia.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated separation of the units into ordinary shares, warrants and rights. No assurance can be given that the units will be separated as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Taylor
Zhang
Email: taylorzhang@irimpact.com
203-998-5540