UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): December 16, 2025

Date of Report (Date of earliest event reported): December 5, 2025

ALPHATIME ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41584	~~00-0000000~~ N/AA00-0000000
(State or other jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(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, ~~and~~including ~~Zip~~zip ~~Code~~code)

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

Not ~~applicable~~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 and one right	ATMCU	The Nasdaq Stock Market LLC
Units, each consisting of one ordinary share, one redeemable warrant and one right	ATMCU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	ATMC	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one Ordinary Share	ATMCR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	ATMCW	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one ordinary share	ATMCR	The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 5 1.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

OnAs ~~December~~approved 5,by ~~2025,~~the shareholders of AlphaTime Acquisition Corp, a(the ~~Cayman~~“Company” ~~Islands~~or ~~exempted company (~~“AlphaTime”), by ~~held~~ordinary resolution, at an extraordinary general meeting of shareholders held on December 16, 2025 (the “Meeting”), on atDecember ~~which~~16, ~~holders~~2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of 2December 30,~~254~~ 2022,~~597~~ ~~ordinary~~with ~~shares~~Equiniti Trust Company, ~~par~~LLC ~~value~~(f/k/a ~~$0.0001 per~~American ~~share~~Stock Transfer & Trust Company) (as amended, the “~~Ordinary~~Trust ~~Shares~~Agreement”). Pursuant to the Trust Agreement Amendment, ~~were~~the ~~present~~Company inhas ~~person~~extended the ordate by ~~proxy~~which it has to complete a business combination from January 4, ~~representing~~2026, ~~approximately~~(the ~~98.0%~~“Termination ofDate”) ~~the~~up ~~voting~~to ~~power~~three (3) times, with each extension comprised of one month each from the 2Termination Date,~~551~~ or extended date,~~636~~ ~~issued~~as ~~and~~applicable, ~~outstanding~~to April ~~Ordinary~~4, ~~Shares~~2026, ~~entitled~~by providing five days’ advance notice to ~~vote~~the attrustee prior to the ~~Meeting~~applicable asTermination ofDate, or extended date, and depositing into the ~~close~~trust ofaccount ~~business~~(the “Trust Account”) $1 for each monthly extension (the “Extension onPayment”) ~~November~~until 7April 4, ~~2025~~2026 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured ~~which~~promissory ~~was~~note payable upon the ~~record~~consummation ~~date~~of ~~for~~a business combination (the ~~Meeting~~“Trust Agreement Amendment Proposal”).

AtThe ~~the~~foregoing ~~Meeting,~~description ~~AlphaTime shareholders approved a proposal to approve by ordinary resolution and adopt the Agreement and Plan~~ of ~~Merger dated as of January 5, 2024, as amended on August 19, 2024, (~~the ~~“Merger~~Trust Agreement”) byAmendment ~~and~~is ~~among AlphaTime, HCYC Holding Company,~~ a ~~Cayman~~summary ~~Islands~~only ~~exempted company (“PubCo”), ATMC Merger Sub 1 Limited, a Cayman Islands exempted company~~ and ais ~~wholly-owned~~qualified ~~subsidiary~~in ofits ~~PubCo~~entirety ~~(“Merger~~by ~~Sub~~reference ~~1”),~~to ~~ATMC~~the ~~Merger~~full ~~Sub 2 Limited, a Cayman~~text ~~Islands exempted company and a wholly-owned subsidiary~~ of ~~PubCo~~the ~~(“Merger~~Trust ~~Sub~~Agreement ~~2”),~~Amendment ~~and~~which ~~HCYC~~is ~~Merger~~attached ~~Sub~~hereto ~~Limited, a~~as ~~Cayman~~Exhibit ~~Islands~~10.1 ~~exempted company~~ and aincorporated ~~wholly-owned~~by ~~subsidiary~~reference ~~of PubCo (“Merger Sub 3”), and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC”) and the transactions contemplated thereunder~~herein.

~~In accordance~~Item ~~with~~2.03 ~~the~~Creation ~~terms and subject to the conditions~~ of ~~the~~a ~~Merger~~Direct ~~Agreement,~~Financial ~~among~~Obligation ~~other~~or ~~things,~~an ~~(i)~~Obligation ~~Merger~~under ~~Sub~~an 1Off-Balance ~~will~~Sheet ~~merge~~Arrangement ~~with and~~of into AlphaTime, with AlphaTime surviving the merger (the “First SPAC Merger”); (ii) immediately following the First SPAC Merger, AlphaTime will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger (the “Second SPAC Merger,” and together with the First SPAC Merger, the “Initial Mergers”); and (iii) following the Initial Mergers, Merger Sub 3 will merge with and into HCYC (the “Acquisition Merger”), with HCYC surviving the Acquisition Merger and becoming a ~~wholly-owned subsidiary of PubCo (collectively, the “Business Combination Proposal”)~~Registrant.

The ~~following~~disclosure isrelated ato ~~tabulation~~the ofnon-interest bearing, unsecured promissory note, the ~~votes~~form ~~with~~of ~~respect~~which tois included in the ~~Business~~Trust ~~Combination~~Agreement ~~Proposal,~~Amendment contained ~~which~~in ~~was~~Item ~~approved~~1.01 is incorporated by ~~AlphaTime’s~~reference ~~shareholders:~~to this Item 2.03.

Ordinary Share Votes For		Ordinary Share Votes Against		Ordinary Share Abstentions
2,254,597		0		0

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

AtAs ~~the~~approved ~~Meeting,~~by ~~AlphaTime~~the Company’s shareholders ~~also~~at ~~approved~~the aMeeting ~~proposal~~on toDecember ~~approve~~16, 2025, by special resolution, ~~that (a)~~ the ~~First~~Company ~~SPAC~~amended ~~Merger and~~ the Company’s ~~plan~~Third ofAmended ~~merger~~and inRestated ~~connection~~Memorandum ~~with~~and ~~the~~Articles ~~First~~of ~~SPAC~~Association ~~Merger~~ (the “~~First~~Existing ~~Plan of Merger~~Charter”), ~~and~~on ~~any~~December ~~and all transactions~~17, ~~provided~~2025, ~~for~~ in the ~~First~~form ~~Plan~~set offorth ~~Merger~~in ~~including,~~Annex ~~without~~A ~~limitation,~~to at the ~~effective~~definitive ~~time~~proxy ~~of the First SPAC Merger~~statement, ~~(i)~~filed with the ~~memorandum and~~Securities ~~articles of association of AlphaTime will be deleted in their entirety~~ and inExchange ~~substitution~~Commission ~~in their place of the fourth amended and~~on ~~restated~~September ~~memorandum~~9, ~~and~~2025 ~~articles of association of AlphaTime~~ (as the ~~surviving entity) (the~~ “~~Surviving~~Extension ~~AlphaTime Articles~~Amendment”)~~; and~~, ~~(ii)~~reflecting the ~~authorized~~extension ~~share capital~~ of ~~AlphaTime~~the ~~shall~~date beby ~~amended~~which asthe ~~follows:~~Company ~~(A) every 10,000 preference shares of a par value of~~must ~~US$0.0001~~consummate ~~each shall be consolidated into one preference share of~~ a ~~par~~business ~~value~~combination offrom ~~US$1.00~~the ~~and~~Termination beDate ~~redesignated~~up asto ~~ordinary~~three ~~shares of US$1.00 par value each;~~ (B3) ~~every 10~~times,~~000~~ ~~ordinary~~each ~~shares~~comprised of aone ~~par~~month ~~value of US$0.0001~~ each ~~shall be consolidated into one ordinary share of a par value of US$1.00; and~~ (~~C) 29,900 authorized but unissued ordinary shares of a par value of US$1.00~~ each ~~shall~~an ~~be created, with such~~“Extension”) ~~rights,~~up ~~privileges and conditions as set out in the Surviving AlphaTime Articles, such that following these changes, the authorized share capital of AlphaTime shall be increased~~ to ~~US$50,000~~April ~~divided into 50~~4,~~000~~ ~~ordinary~~2026 ~~shares~~for of a ~~par~~total ~~value~~ of ~~US$1.00~~three ~~each; and~~ (b3) ~~the Second~~months ~~SPAC~~after ~~Merger and~~ the ~~plan~~Termination ofDate ~~merger in connection with the Second SPAC Merger~~ (~~the~~assuming ~~“Second~~a ~~Plan~~business ofcombination ~~Merger”), and~~has ~~any~~not ~~and all transactions provided for in the Second Plan of Merger, be approved and authorized in all respects. (the “Initial Mergers Proposal”~~occurred).

The ~~following~~foregoing description of the Extension Amendment is a ~~tabulation~~summary ofonly and is qualified in its entirety by reference to the ~~votes~~full ~~with~~text ~~respect~~of the Form of Amendment to the ~~Initial~~Third ~~Mergers~~Amended ~~Proposal~~and Restated Memorandum and Articles of Association, which ~~was~~is ~~approved~~attached hereto as Exhibit 3.1 and incorporated by ~~AlphaTime’s~~reference ~~shareholders:~~herein.

Ordinary Share Votes For		Ordinary Share Votes Against		Ordinary Share Abstentions
2,254,597		0		0

Item 5.07.

Submission of Matters to a Vote of Security Holders.

~~Item~~On 8December 16, 2025, the Company held the Meeting.01 ~~Other~~At ~~Events~~the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Extension Amendment (the “Extension Amendment Proposal”), (2) a proposal to approve by ordinary resolution the Trust Agreement Amendment, and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

~~Redemptions~~The Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each proposal are set forth below.

InProposal ~~connection with the Meeting, AlphaTime shareholders holding an aggregate of 382,091 Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account~~No. As1 a- ~~result,~~Extension ~~approximately~~Amendment $3,971,541.40 (approximately $12.38 per share) will be removed from the Trust Account to pay such AlphaTime shareholders, subject to further redemption reversal requests (if any) received and approved by AlphaTime prior to the closing.Proposal

The Extension Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:

FOR		AGAINST		ABSTAIN
1,748,629		177,510		0

Proposal No. 2 - Trust Agreement Amendment Proposal

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

FOR		AGAINST		ABSTAIN
1,748,629		177,510		0

Proposal No. 3 - Adjournment Proposal

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

FOR		AGAINST		ABSTAIN
1,748,629		177,510		0

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

Item 8.01.

Other Events.

In connection with the shareholders’ vote at the Meeting, holders of 69 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 $854.22 (approximately $12.38 per share) will be removed from the Trust Account to pay such holders and approximately $4,800,479.09 will remain in the Trust Account. Following the aforementioned Redemption, AlphaTime will have 2,169,476 ordinary shares outstanding.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit No.		Description

3.1		Form of Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on December 16, 2025

10.1		Amendment to the Investment Management Trust Agreement, dated December 16, 2025, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

Exhibit No.		Exhibit Title or Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	ALPHATIME ACQUISITION CORP
Dated: December 8, 2025	By:	/s/ Gan Kim Hai
	Name:	Gan Kim Hai
	Title:	Chief Executive Officer

	ALPHATIME ACQUISITION CORP

	By:	/s/ Gan Kim Hai
	Name:	Gan Kim Hai
	Title:	Chief Executive Officer

3Dated: December 23, 2025

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