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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): July 7, 2025
ALPHATIME ACQUISITION CORP
(Exact name of registrant as specified in its charter)
00-0000000
| 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 | ||
| 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 |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 7, 2025, AlphaTime Acquisition Corp (the “Company”) received notification that its application to transfer the listing of its ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), its units (the “Units”), its warrants, each whole warrant exercisable for one Ordinary share at an exercise price of $11.50 per share (the “Warrants”) and its rights, with each right entitling the holder thereof to one-tenth of one Ordinary Share (the “Rights,” and together with the Ordinary Shares, Units and Warrants, the “Securities”) from The Nasdaq Global Market (the “Nasdaq Global Market”) to The Nasdaq Capital Market (the “Nasdaq Capital Market”) had been approved by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Securities will begin trading on the Nasdaq Capital Market at the opening of trading on July 11, 2025.
On July 9, 2025, the Company received a letter from Nasdaq confirming that the Company has regained compliance with Listing Rule 5450(a)(2) since Nasdaq approved the transfer to the Nasdaq Capital Market.
The Nasdaq Capital Market is one of the three market tiers for Nasdaq-listed stock and is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Market. The Securities will continue to trade under the symbols “ATMC,” “ATMCU,” ‘ATMCW” and “ATMCR” and the Company does not expect the transfer to the Nasdaq Capital Market to have any material impact on the trading of its Securities.
Item 8.01. Other Events.
On July 9, 2025, the Company issued a press release announcing the approval of its Securities to be listed on the Nasdaq Capital Market. The full text of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated July 9, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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/ Gan Kim Hai | |
| Name: | Gan Kim Hai | |
| Title: | Chief Executive Officer | |
Dated: July 10, 2025
Exhibit 99.1
AlphaTime Acquisition Corp Transfers to the Nasdaq Capital Market and Regains Compliance with Nasdaq Listing Requirements
New York, NY, July 9, 2025 — AlphaTime Acquisition Corp (Nasdaq: ATMC, ATMCU, ATMCR, ATMCW) (“AlphaTime” or the “Company”), a special purpose acquisition company, today announced it has received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5450(a)(2). This confirmation follows Nasdaq’s approval of the Company’s application to transfer the listing of its securities to the Nasdaq Capital Market, effective at the opening of business on July 11, 2025.
Nasdaq also notified the Company in the Compliance Notice that the hearing before the Nasdaq Hearings Panel previously scheduled to take place on July 15, 2025, has been cancelled, and the Company’s securities will continue to be listed and traded on The Nasdaq Capital Market.
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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including but not limited to statements regarding future plans, expectations, or objectives of the Company. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For investor and media inquiries, please contact:
Gan Kim Hai
Chief Executive Officer
hai@alphatimespac.com