UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
First Amendment to the Merger Agreement
On January 5, 2024, AlphaTime Acquisition Corp, a Cayman Islands exempted company (“AlphaTime”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among AlphaTime, 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”), and HCYC Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 3”, and together with PubCo, Merger Sub 1 and Merger Sub 2, the “Acquisition Entities”), and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC”).
On August 19, 2024, parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties agreed to increase the PIPE Investment Procured by Company (as defined in the Merger Agreement) to $9,000,000.
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Important Information for Investors and Shareholders
This document relates to a proposed transaction between AlphaTime and HCYC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. AlphaTime intends to file a registration statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of AlphaTime, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all AlphaTime shareholders. AlphaTime also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of AlphaTime are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AlphaTime through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
AlphaTime and HCYC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from AlphaTime’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of AlphaTime and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 such other jurisdiction.
Forward-Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contains certain statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside AlphaTime’s and HCYC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against AlphaTime and HCYC following the announcement of the Merger Agreement and the transactions contemplated therein; (iii) the inability to complete the proposed Transactions, including due to failure to obtain approval of the shareholders of AlphaTime, certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (v) the impact of the COVID-19 pandemic on HCYC’s business and/or the ability of the parties to complete the proposed Transactions; (vi) the inability to maintain the listing of AlphaTime shares on the Nasdaq Stock Market following the proposed Transactions; (vii) the risk that the proposed Transactions disrupts current plans and operations as a result of the announcement and consummation of the proposed Transactions; (viii) the ability to recognize the anticipated benefits of the proposed Transactions, which may be affected by, among other things, competition, the ability of HCYC to grow and manage growth profitably, and retain its key employees; (ix) costs related to the proposed Business Combination; (x) changes in applicable laws or regulations; and (xi) the possibility that HCYC or AlphaTime may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in AlphaTime’s most recent filings with the SEC, including AlphaTime’s Prospectus, filed with the SEC on January 3, 2023. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. All subsequent written and oral forward-looking statements concerning AlphaTime or HCYC, the transactions described herein or other matters attributable to AlphaTime, HCYC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of AlphaTime and HCYC expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 2.1* | First Amendment to Agreement and Plan of Merger, dated as of August [●], 2024, by and among AlphaTime Acquisition Corp and HCYC Group Company Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). AlphaTime agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
SIGNATURES
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 | |
Date: August 23, 2024
Exhibit 2.1
Execution Version
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 19, 2024, is entered into by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
RECITALS
WHEREAS, on January 5, 2024, (i) SPAC; (ii) the Company; (iii) HCYC Holding Company, a Cayman Islands exempted company (“PubCo”), (iv) ATMC Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) ATMC Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), and (vi) HCYC Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), entered into the Agreement and Plan of Merger (the “Merger Agreement”); and
WHEREAS, in accordance with Section 15.2 of the Merger Agreement, the parties hereto desire to amend the terms of the Merger Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Section 8.11 of the Merger Agreement. Section 8.11 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“8.11 Transaction Financing. During the Interim Period, (a) the Company shall use its reasonable best efforts to obtain transaction financing in the aggregate amount of at least US$9,000,000, in the form of firm written commitments from investors acceptable to SPAC or in the form of good faith deposits made by investors for a private placement of equity, debt or other alternative financing to PubCo, on terms and conditions to be agreed by SPAC and the Company (a “PIPE Investment Procured by Company”), and (b) as long as the Company obtains the PIPE Investment Procured by Company, the SPAC shall use its reasonable best efforts to obtain additionally transaction financing on terms reasonably satisfactory to SPAC and the Company (a “PIPE Investment Procured by SPAC” and together with the PIPE Investment Procured by Company, the “PIPE Investments”).”
Section 2. References to and Effect on the Merger Agreement. Except as expressly amended by this Amendment, all of the terms, conditions and other provisions of the Merger Agreement shall continue to be in full force and effect in accordance with their respective terms. No reference to this Amendment need be made in any instrument or document making reference to the Merger Agreement, and any reference to the Merger Agreement in any such instrument or document shall be deemed to refer to the Merger Agreement as amended by this Amendment.
Section 3. Miscellaneous. Article XII (Dispute Resolution) and all relevant provisions of Article XV (Miscellaneous) of the Merger Agreement shall apply to this Amendment to the same extent as if set forth herein, mutatis mutandis.
[Signature Page(s) Follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| ALPHATIME ACQUISITION CORP | ||
| By: | /s/ Dajiang Guo | |
| Name: | Dajiang Guo | |
| Title: | CEO | |
Signature Page to First Amendment to Business Combination Agreement and Plan of Reorganization
| HCYC GROUP COMPANY LIMITED | ||
| By: | /s/ Ding Xiameng | |
| Name: | Ding Xiameng (丁霞梦) | |
| Title: | Chairman | |
Signature Page to First Amendment to Business Combination Agreement and Plan of Reorganization