AlphaTime Acquisition Corp (NASDAQ: ATMC, ATMCU, ATMCR, and ATMCW)
(“
ATMC”), a special purpose acquisition company,
announced the execution of an Agreement and Plan of Merger (the
“
Merger Agreement”), pursuant to which ATMC will
undergo a business combination with HCYC Group Company Limited
(“
HCYC”), HCYC functions as a registered holding
company in the Cayman Islands. In Hong Kong, HCYC conducts its
insurance brokerage operations through its subsidiary, namely, HCYC
Wealth Management (ASIA) Company Limited, a company formed under
the laws of Hong Kong (“
HCYC Asia”).
The transaction will be structured as a business
combination involving the following mergers: (i) ATMC will merge
with and into ATMC Merger Sub 1 Limited, a Cayman Islands exempted
company (“Merger Sub 1”), and a wholly-owned
subsidiary of HCYC Holding Company, a Cayman Islands exempted
company (“PubCo”), with ATMC surviving such
merger; (ii) ATMC will merger with and into ATMC Merger Sub 2
Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of PubCo (“Merger Sub 2”), with Merger
Sub 2 surviving such merger; and (iii) HCYC will merge with and
into 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”), with HCYC
surviving such merger (collectively, the
“Mergers”). As a result of the Mergers, HCYC
shareholders will receive 7,500,000 ordinary shares of PubCo,
valued at $75,000,000. The transaction has been approved by the
boards of directors of ATMC, HCYC and each Acquisition Entity and
is expected to be consummated in early 2024, subject to regulatory
approval and respective shareholder approval by the shareholders of
ATMC and the shareholders of HCYC and the satisfaction of certain
other customary closing conditions.
HCYC Asia has been in Hong Kong for a period of
thirteen years. HCYC Asia holds a professional insurance brokerage
license, allowing it to operate within Hong Kong's insurance
sector.
HCYC Asia partners with multiple insurance
companies, such as AXA China Region Insurance Co Ltd, AIA
International Limited, Prudential Hong Kong Limited, FTLife
Insurance Company Limited. HCYC actively leverages the resources
and technological expertise of these business partners, with the
aim of delivering professional, customized, and value-added
services to both individual and corporate clients. HCYC believes
this approach provides them, and HCYC Asia, with a distinct
advantage in the marketplace.
Upon the closing of the Mergers, PubCo is
expected to become a NASDAQ-listed public company trading under a
new ticker symbol. HCYC’s executive management team will continue
to lead PubCo. There can be no assurance that PubCo will remain
listed on NASDAQ.
The description of the Mergers contained herein
is only a summary and is qualified in its entirety by reference to
the Merger Agreement. For additional information, see ATMC’s
Current Report on Form 8-K, which will be filed promptly and can be
obtained at the website of the U.S. Securities and Exchange
Commission (“SEC”) at www.sec.gov.
Advisors
Winston & Strawn LLP is serving as legal
advisor to ATMC, Han Kun Law Offices LLP and Ogier are serving as
Hong Kong and Cayman legal advisors to ATMC. Celine & Partners
PLLC is serving as legal advisor to HCYC.
About HCYC Group Company Limited
HCYC Asia has been in Hong Kong for a period of
thirteen years. HCYC Asia holds a professional insurance brokerage
license, allowing it to operate within Hong Kong's insurance
sector.
HCYC Asia partners with multiple insurance
companies, such as AXA China Region Insurance Co Ltd, AIA
International Limited, Prudential Hong Kong Limited, FTLife
Insurance Company Limited. HCYC actively leverages the resources
and technological expertise of these business partners, with the
aim of delivering professional, customized, and value-added
services to both individual and corporate clients. HCYC believes
this approach provides them, and HCYC Hong Kong, with a distinct
advantage in the marketplace.
About AlphaTime Acquisition
Corp
AlphaTime Acquisition Corp 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.
Cautionary Note Regarding Forward Looking
Statements
This press release may contain statements that
constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning PubCo’s, ATMC’s and
HCYC’s possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry
environment, potential growth opportunities, and the effects of
regulation, including whether the Mergers will generate returns for
stockholders or shareholders, respectively. These forward-looking
statements are based on PubCo’s, ATMC’s or HCYC’s management’s
current expectations, projections, and beliefs, as well as a number
of assumptions concerning future events. When used in this
communication, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose,” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not
guarantees of future performance, conditions, or results, and
involve a number of known and unknown risks, uncertainties,
assumptions, and other important factors, many of which are outside
of PubCo’s, ATMC’s or HCYC’s management’s control, that could cause
actual results to differ materially from the results discussed in
the forward-looking statements. These risks, uncertainties,
assumptions, and other important factors include, but are not
limited to: (a) the occurrence of any event, change, or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Mergers; (b) the outcome of any legal proceedings that may
be instituted against PubCo, ATMC, HCYC, or others following the
announcement of the Mergers and any definitive agreements with
respect thereto; (c) the inability to complete the Mergers due to
the failure to obtain the approval of the shareholders of ATMC, to
obtain financing to complete the Mergers or to satisfy other
conditions to closing; (d) changes to the proposed structure of the
Mergers that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Mergers; (e) the ability to meeting the
applicable stock exchange listing standards following the
consummation of the Mergers; (f) the risk that the Mergers disrupts
current plans and operations of HCYC or its subsidiaries as a
result of the announcement and consummation of the transactions
described herein; (g) the ability to recognize the anticipated
benefits of the Mergers, which may be affected by, among other
things, competition, the ability of PubCo and HCYC to grow and
manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (h) costs
related to the Mergers; (i) changes in applicable laws or
regulations, including legal or regulatory developments (including,
without limitation, accounting considerations) which could result
in the need for ATMC to restate its historical financial statements
and cause unforeseen delays in the timing of the Mergers and
negatively impact the trading price of ATMC’s securities and the
attractiveness of the Mergers to investors; (j) the possibility
that ATMC and HCYC may be adversely affected by other economic,
business, and/or competitive factors; (k) HCYC’s ability to execute
its business plans and strategies; (l) HCYC’s estimates of expenses
and profitability; (m) the risk that the transaction may not be
completed by ATMC’s business combination deadline and the potential
failure to obtain extensions of the business deadline if sought by
ATMC; (n) other risks and uncertainties indicated from time to time
in the final prospectus of ATMC relating to its initial public
offering filed with the SEC, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by
ATMC. Copies are available on the SEC’s website, www.sec.gov. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and PubCo, ATMC and HCYC assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. PubCo, ATMC and HCYC
do not give any assurances that PubCo, ATMC or HCYC will achieve
their expectations.
Additional Information about the Mergers and Where to
Find It
In connection with the proposed Mergers between
PubCo, ATMC and HCYC, PubCo will file a registration statement on
Form F-4 (as may be amended from time to time, the
“Registration Statement”) that will include a
preliminary proxy statement of ATMC and a registration
statement/preliminary prospectus of PubCo, and after the
Registration Statement is declared effective, ATMC will mail a
definitive proxy statement/prospectus relating to the Mergers to
its shareholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by
the SEC, will contain important information about the Mergers and
the other matters to be voted upon at a meeting of ATMC’s
shareholders to be held to approve the Mergers and related matters.
This communication does not contain all of the information that
should be considered concerning the Mergers and other matters and
is not intended to provide the basis for any investment decision or
any other decision in respect to such matters. PubCo, ATMC and HCYC
may also file other documents with the SEC regarding the Mergers.
ATMC shareholders and other interested persons are advised to read
the preliminary proxy statement/prospectus when available and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the Mergers, as these
materials will contain important information about PubCo, ATMC,
HCYC and the Mergers.
When available, the definitive proxy
statement/prospectus and other relevant materials for the Mergers
will be mailed to ATMC shareholders as of a record date to be
established for voting on the Mergers. Shareholders will also be
able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus,
and other documents filed or that will be filed with the SEC
through ATMC through the website maintained by the SEC at
www.sec.gov, or by directing a request to the contacts mentioned
below.
Participants in the
Solicitation
PubCo, ATMC, HCYC, and their respective
directors and officers may be deemed participants in the
solicitation of proxies of ATMC shareholders in connection with the
Mergers. ATMC shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of ATMC and a description of their interests in ATMC
is contained in ATMC’s final prospectus related to its initial
public offering, dated January 3, 2023, and in ATMC’s subsequent
filings with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to ATMC shareholders in connection with the Mergers and
other matters to be voted upon at the ATMC shareholder meeting will
be set forth in the Registration Statement. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Mergers will be included in the
Registration Statement that PubCo intends to file with the SEC. You
will be able to obtain free copies of these documents as described
in the preceding paragraph.
No Offer or Solicitation
This press release relates to a proposed Mergers
between PubCo, ATMC and HCYC. This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange any securities, or a solicitation of any
vote or approval, nor shall there be any sale or exchange of
securities in any jurisdiction in which such offer, solicitation,
sale, or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.
For investor and media inquiries, please
contact:
AlphaTime Acquisition
CorpEmail: target@alphatimespac.comTel.: (347)
627-0058
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