Current Report Filing (8-k)
14 January 2023 - 9:25AM
Edgar (US Regulatory)
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 9, 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)
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
3.02. Unregistered Sales of Equity Securities.
The
information included in Item 8.01 is incorporated into this Item by reference.
Item
8.01. Other Events
As
previously disclosed on a Current Report on Form 8-K dated January 10, 2023 (“Current Report”), on January
4, 2023, AlphaTime Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”)
of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001
per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”) and one
right (the “Rights”), with each Right entitling the holder thereof to receive one-tenth of one Ordinary Share
upon the completion of an initial business combination, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional
Units to cover over-allotments, if any.
As
also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company completed the sale of 370,500
private units to Alphamade Holding LP (the “Private Units”) at a purchase price of $10.00 per Private Unit,
generating gross proceeds to the Company of $3,705,000.
Subsequently,
on January 6, 2023, the underwriters fully exercised the over-allotment option and the closing of the issuance and sale of the additional
Units occurred on January 9, 2023. The total aggregate issuance by the Company of 900,000 Units at a price of $10.00 per Unit resulted
in total gross proceeds of $9,000,000. On January 9, 2023, simultaneously with the sale of the over-allotment Units, the Company consummated
the private sale of an additional 38,700 Private Units, generating additional gross proceeds of $387,000.
A
total of $70,242,000 of the proceeds from the IPO and the sale of the Private Units (including the over-allotment of the Units and Private
Units) were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company,
acting as trustee. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment
option.
Item
9.01. Financial Statements and Exhibits.
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 13, 2023
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