As filed with the Securities and Exchange Commission on June 13, 2025.

Registration No. 333-282624

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HCYC Holding Company
(Exact name of registrant as specified in its charter)

Suite 1008, 10/F., Ocean Centre, Harbour City,

5 Canton Road, Tsim Sha Tsui, Hong Kong

Telephone: +852 3795 2518
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Celine & Partners, PLLC

1345 Avenue of the Americas FL 33

New York, New York 10105

(212) 612-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

HCYC Group Company Limited

(Exact name of co-registrant as specified in its charter)

The co-registrant has the following principal executive office:

Suite 1008, 10/F., Ocean Centre, Harbour City,

5 Canton Road, Tsim Sha Tsui, Hong Kong

Telephone: +852 3795 2518
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

The agent of service of the co-registant is:

Celine & Partners, PLLC

1345 Avenue of the Americas FL 33

New York, New York 10105

(212) 612-1400

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus and exchange offer prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED June 13, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

AlphaTime Acquisition Corp
and

PROSPECTUS FOR UP TO [●] ORDINARY SHARES OF

HCYC Holding Company

The board of directors of AlphaTime Acquisition Corp (the “AlphaTime Board”), a Cayman Islands exempted company (“AlphaTime”), has unanimously approved the Agreement and Plan of Merger, as amended, (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” or the “Company”).

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which (i) AlphaTime will merge with and into Merger Sub 1, with AlphaTime surviving such 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 such merger (the “Second SPAC Merger” and together with the First SPAC Merger, the “Initial Mergers”); and (iii) following the Initial Mergers, HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (the “Acquisition Merger” and together with the Initial Mergers, collectively, the “Mergers”). The Merger Agreement is attached to this proxy statement/prospectus as Annex A. As used in this proxy statement/prospectus, “we,” “us,” “our company,” “our,” and “HCYC” refer to PubCo.

AlphaTime Shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, each of Merger Sub 2 and HCYC shall become a wholly-owned subsidiary of PubCo, and PubCo shall become a new public company owned by the prior AlphaTime Shareholders, the prior holders of HCYC Shares (defined below), and other investors of PubCo (if any). PubCo plans to apply for listing, to be effective at the time of the Closing of the Business Combination, of the ordinary shares of PubCo (“PubCo Ordinary Shares”) on the [Nasdaq Stock Market] (“Nasdaq”) and seek to obtain clearance by The Depository Trust Company (“DTC”) as promptly as practicable following the issuance hereof, subject to official notice of issuance, prior to the Closing Date under the symbols “[Ticker] and [Ticker]W.”

Pursuant to the Merger Agreement, (i) at the effective time of the First SPAC Merger, each ordinary share of AlphaTime (“ATMC Ordinary Share”) issued and outstanding immediately prior to the effective time of the First SPAC Merger shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, one PubCo Ordinary Share, (ii) at the effective time of the Acquisition Merger, each ordinary share of HCYC (“HCYC Ordinary Share”) [(“HCYC Preference Share,” together with HCYC Ordinary Share, “HCYC Shares”) issued and outstanding immediately prior to the effective time of the Acquisition Merger (“Acquisition Merger Effective Time”)] shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, such number of PubCo Ordinary Shares that is equal to the Exchange Ratio (as defined below).

The multiple merger structure was chosen by the parties to the Merger Agreement for business, legal and accounting reasons. In particular, given PubCo’s eligibility as a foreign private issuer, its reporting obligations under U.S. securities laws will be less burdensome compared to domestic registrants and PubCo will be able to prepare and file its financial statements in accordance with the International Financial Reporting Standards. Such benefit will not be available immediately upon Closing (defined below) if the Business Combination were to be conducted through a reverse triangular merger in which HCYC would be acquired directly by AlphaTime, which would continue to report as a domestic registrant upon Closing until further assessment of factors such as its shareholder base and location of assets at a future date pursuant to U.S. securities laws. Operationally, following the Business Combination conducted via the proposed structure, PubCo will be a holding company that will operate HCYC’s current business through its subsidiaries, which is consistent with the expectations of HCYC and AlphaTime’s management in relation to post-Business Combination corporate and operational structure.

In addition, the Initial Mergers are structured as two separate mergers primarily for U.S. tax reasons. The exchange of ATMC Securities (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) for PubCo Securities (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) pursuant to the Business Combination is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. See the section entitled “The Business Combination Proposal – Background of the Business Combination – Material Tax Considerations – Material U.S. Federal Income Tax Considerations - Consequences of the Business Combination - Qualification of the Initial Mergers as a Reorganization.” The Initial Mergers that effect the exchange of ATMC Securities for PubCo Securities are structured as a two-step merger in the form of the First SPAC Merger and the Second SPAC Merger to reduce the risk that holders will be subject to U.S. federal income tax on the exchange of their ATMC Securities for PubCo Securities.

No PubCo Ordinary Shares will be offered to investors in mainland China. The PubCo Ordinary Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder. As of the date of this prospectus, no action has been taken in Hong Kong that would permit a public offering of the PubCo Ordinary Shares, the possession, circulation or distribution of this prospectus or any other material relating to us or the PubCo Ordinary Shares.

HCYC, through its operating subsidiary HCYC Wealth Management (Asia) Company Limited (“HCYC HK”) is located in Hong Kong, China where all of its assets are held and all of its operations are conducted. Hong Kong is a special administrative region of China, and is therefore currently subject to the complex and rapidly evolving laws and regulations there. HCYC HK does not have any plan to establish operations in the PRC. The national laws adopted by the PRC are generally not applicable to Hong Kong according to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”). The Basic Law came into effect on July 1, 1997. It is the constitutional document of Hong Kong, which sets out the PRC’s basic policies regarding Hong Kong. The principle of “one country, two systems” is a prominent feature of the Basic Law, which dictates that Hong Kong will retain its unique common law and capitalist system for 50 years after the handover in 1997. Under the principle of “one country, two systems”, Hong Kong’s legal system, which is different from that of the PRC, is based on common law, supplemented by statutes.

According to Article 18 of the Basic Law, national laws adopted by the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws in relation to the national flag, national anthem, and diplomatic privileges and immunities. Further, there is no legislation stating that the laws in Hong Kong should be commensurate with those in the PRC. Despite the foregoing, the legal and operational risks of operating in China also apply to businesses operating in Hong Kong and Macau, and the Chinese government may exercise significant oversight and discretion over the conduct of HCYC HK’s business in Hong Kong and may intervene in or influence their operations at any time, which could result in a material change in operations and/or the value of the PubCo Ordinary Shares.

HCYC HK does not have any operations in mainland China and it does not have any plan to establish operations in the PRC. However, its operations may still be affected by decisions made by the PRC Government. China has sovereignty over Hong Kong and therefore can exert substantial influence on Hong Kong matters which may have an impact on HCYC. The PRC, Chinese regulatory authorities could disallow the holding company structure, which would likely result in a material change in operations and/or a material change in the value of the PubCo Ordinary Shares, and could cause the value of the PubCo Ordinary Shares to significantly decline or become worthless. See the section entitled “Risk Factors — Risks Related to HCYC.”

HCYC is, and following the completion of the Business Combination, PubCo will be subject to a number of prohibitions, restrictions and potential delisting risk under the Holding Foreign Companies Accountable Act (the “HFCAA”). Pursuant to the HFCAA and related regulations, if PubCo has filed an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that it is unable to inspect and investigate completely, the Securities and Exchange Commission (the “SEC”) will identify PubCo as a “Commission-identified Issuer,” and the trading of PubCo’s securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the United States, will be prohibited if following the completion of the Business Combination, PubCo is identified as a Commission-identified Issuer for two consecutive years.

In August 2022, the PCAOB, the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the PRC signed a Statement of Protocol (the “Statement of Protocol”), which establishes a specific and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA, among other things, reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA as it was originally passed from three years to two, and thus, reduced the time before PubCo’s securities may be prohibited from trading or delisted. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of PubCo and its auditor’s control.

HCYC’s auditor, Simon & Edward, LLP, is an independent registered public accounting firm in the United States located in Los Angeles, California. The audit report included in this prospectus was issued by Simon & Edward, LLP, who are registered with the PCAOB and can be inspected by the PCAOB. We have no intention of dismissing Simon & Edward, LLP in the future or of engaging any auditor not subject to regular inspection by the PCAOB. There is no guarantee, however, that any future auditor engaged by the HCYC would remain subject to full PCAOB inspection during the entire term of our engagement. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate. In addition, under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and circulated five supporting guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime.

In light of China’s extension of its authority into Hong Kong, HCYC may be subject to risks arising from the legal system in Hong Kong and China associated with HCYC HK’s operations. After HCYC management’s review of PRC laws and regulations regarding the filing requirements, as of the date of this prospectus, without relying on any opinions of counsel, HCYC does not believe that they are required to obtain the approval from or complete the filing with the CSRC pursuant to the Trial Administrative Measures for this offering. Thus, HCYC has not submitted an application for approval for this offering with the CSRC or obtained a legal opinion, based on the facts that (i) its principal business activities, via HCYC HK, are conducted in Hong Kong, not Mainland China (ii) its principal place of business is in Hong Kong, not Mainland China; and, (iii) all of its directors and officers are citizens of Hong Kong and reside in Hong Kong. However, as the Trial Administrative Measures were newly published, there are substantial uncertainties as to its implementation and interpretation, and the CSRC may take a view that is contrary to HCYC’s understanding of the Trial Administrative Measures under the principle of “substance over form” adopted thereby regarding the determination of an “indirect overseas offering and listing by PRC domestic companies”, over which the CSRC may have substantial discretions. Furthermore, on February 24, 2023, the CSRC revised the Provisions on Strengthening the Management of Confidentiality and Archives Related to the Overseas Issuance of Securities and Overseas Listing by Domestic Companies which were issued in 2009, or the Archives Rules. The revised Archives Rules will come into effect on March 31, 2023 together with the Trial Measures. As is consistent with the Trial Measures, the revised Archives Rules will expand their application to cover indirect overseas offering and listing, by stipulating that a domestic company which plans to publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers and overseas regulators, any documents and materials containing state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

Neither HCYC nor HCYC HK are a “domestic company” for the purposes of the Trial Measures and the Draft Rules Regarding Overseas Listing. Neither the CSRC nor any other PRC regulatory agency or administration has contacted HCYC in connection with the HCYC’s or its subsidiary’s operations or proposed Offering. HCYC is currently not required to obtain regulatory approval from the CSRC nor any other PRC authorities for itself and its subsidiary’s operations in Hong Kong and proposed offering. Further, the PRC laws or regulations related to CSRC filings are not enforceable in Hong Kong.

As of the date of this prospectus, HCYC and its operating subsidiary have not received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission or any other PRC governmental authorities. Regardless, if they were required to obtain approval in the future and were denied permission from CSRC or Chinese authorities to list or become quoted on U.S. exchanges and/or quotation servicers, did become subject to PRC laws/authorities, they could incur material costs to ensure compliance, be subject to fines, experience devaluation of securities or delisting, no longer conduct offerings to foreign investors, and no longer be permitted to continue current business operations. This could adversely affect the ability of its securities to trade on Nasdaq as and when qualified. As a result, the value of the securities could significantly decline or become worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As advised by our Hong Kong counsel, as of the date of this prospectus, HCYC and its operating subsidiary are not directly subject to these regulatory actions or statements, as they have not implemented any monopolistic behavior, do not have variable interest entity structure, and our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. See “Risk Factors — Risks Related to HCYC.”

Additionally, HCYC’s management has assessed the criteria to determine whether approval is needed from the Cybersecurity Administration Committee (“CAC”) or PRC authorities for this offering. The current-effective China Cybersecurity Review Measures released by relevant PRC governmental authorities in December 2021 requires platforms that contain data of 1 million or more users to undergo a cybersecurity review if they plan to list overseas. HCYC and HCYC HK do not collect and store consumer data. They also do not have more than 1 million users and, as such, are not required to undergo any review or obtain any form of permission. As the Hong Kong subsidiary has not been involved in the collection of user data, implicate cybersecurity, or involved any other type of restricted industry, it is not required to seek permission or filing requirements from the CAC.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As of the date of this prospectus, management has assessed and believes HCYC and HCYC HK are not directly subject to these regulatory actions or statements, as they have not implemented any monopolistic behavior, do not have variable interest entity structure, and their business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry.

HCYC’s equity structure is a direct shareholding structure, that is, it directly controls its operating subsidiary HCYC HK. Within the direct holding structure, the use of funds within the corporate group is legal and compliant with the laws and regulations of Hong Kong and the Cayman Islands. Because HCYC has no actual operations, there is no funding for this entity and all the revenue that is generated by HCYC HK is used to operate HCYC HK. At the close of this offering, the funds can be directly transferred to the operating subsidiary. At present, HCYC have never distributed any dividends and does not intend to in the future. However, if HCYC decides to distribute dividends to its shareholders, it will transfer the dividends from the operating subsidiary, HCYC HK, in accordance with the laws and regulations of Hong Kong and other countries. Then HCYC HK will transfer the dividends to HCYC, and the dividends will be distributed from HCYC to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

As a smaller company, HCYC does not have specific cash management policies and procedures that dictate how funds are transferred throughout the organization. HCYC’s general policy, however, has been to keep funds within the entities where they are raised or generated in order to support the local entity’s operations. For example, if the funds are generated in a Hong Kong subsidiary, then HCYC’s general approach will be to use those funds to support the Hong Kong entity’s operations, with the exception of required funding for capital investments. HCYC does not have any contractual agreements in place its operating subsidiary that establishes control over it. HCYC controls its operating subsidiary by virtue of holding all of the voting interest.

As of the date of this prospectus, no transfers, dividends, or distributions have been made between HCYC and HCYC HK. Further, no transfers, dividends, or distributions have been made to investors. Please see our Consolidated Financial Statements starting on page F-1.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting scheduled to be held on [●], 2025.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of AlphaTime Shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page of this proxy statement/prospectus.

This proxy statement/prospectus is dated [●], 2025 and is first being mailed to AlphaTime Shareholders on or about [●], 2025.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

AlphaTime Acquisition Corp

A Cayman Islands Exempted Company

420 Lexington Avenue, Room 2446

New York, NY 10170

NOTICE OF EXTRAORDINARY GENERAL MEETING|
TO BE HELD ON [●], 2025

TO THE SHAREHOLDERS OF ALPHATIME ACQUISITION CORP:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of AlphaTime Acquisition Corp, a Cayman Islands exempted company (“AlphaTime”), at [●] a.m., Eastern time, on [●], 2025 at the offices of Winston & Strawn LLP, 800 Capitol St., STE 2400, Houston, Texas and virtually at [●], and on such other date and at such other place to which the meeting may be adjourned. We are planning for the Extraordinary General Meeting to be held virtually over the Internet, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. This proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

The Extraordinary General Meeting shall be held for the following purpose for considering and voting on the following proposals:

1. a proposal, as an ordinary resolution, that the Agreement and Plan of Merger dated as of January 5, 2024, as mended on August 19, 2024, (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” or the “Company”) a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and the transactions contemplated thereunder including (i) Merger Sub 1 merging with and into AlphaTime with AlphaTime being the surviving entity (the “First SPAC Merger”, and the surviving entity, the “Initial SPAC Surviving Sub”), (ii) immediately following the First SPAC Merger, AlphaTime merging with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “Second SPAC Merger”, and together with the First SPAC Merger, the “Initial Mergers”), and (iii) following the Initial Mergers, Merger Sub 3 merging with and into HCYC (the “Acquisition Merger”, and together with the Initial Mergers, the “Mergers”), with HCYC being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the Mergers and other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination”), be and is hereby confirmed, approved, adopted and ratified in all respects (the “Business Combination Proposal”);

2. a proposal, as a special resolution, that (a) the First SPAC Merger and the plan of merger in connection with the First SPAC Merger, (the “First Plan of Merger”), and any and all transactions provided for in the First Plan of Merger including, without limitation, at the effective time of the First SPAC Merger, the memorandum and articles of association of AlphaTime will be deleted in their entirety and in substitution in their place of the [fourth] amended and restated memorandum and articles of association of AlphaTime (as the surviving entity) in the form attached as Annex [1] to the First Plan of Merger (the “Surviving AlphaTime Articles”); and (b) the Second SPAC Merger and the plan of merger in connection with the Second SPAC Merger, (the “Second Plan of Merger”), and any and all transactions provided for in the Second Plan of Merger, be approved and authorized in all respects (the “Initial Mergers Proposal”); and

3. if presented, a proposal, as an ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment Proposal”).

Each of the Business Combination Proposal and Initial Mergers Proposal are cross-conditioned on the approval of each other, but the Adjournment Proposal are not cross-conditioned on the approval of the others.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, the following transactions will occur:

1. (i) the First SPAC Merger, (ii) immediately following the First SPAC Merger, the Second SPAC Merger and (iii) following the Initial Mergers, the Acquisition Merger with HCYC being the surviving entity and becoming a wholly-owned subsidiary of PubCo; and

2. each ordinary share of AlphaTime (“ATMC Ordinary Share”) issued and outstanding immediately prior to the effective time of the First SPAC Merger shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, one class A ordinary share of PubCo (“PubCo Ordinary Share”).

Under the Merger Agreement, the approval of the Business Combination Proposal and the Initial Mergers Proposal by the requisite vote of AlphaTime Shareholders is a condition to the consummation of the Business Combination. If these proposals are not approved by AlphaTime Shareholders, the Business Combination shall not be consummated.

The Adjournment Proposal, if adopted, shall allow the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall AlphaTime solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under the Existing AlphaTime Articles (defined below) and the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”). The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each AlphaTime shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been entered into prior to the closing of the Business Combination, including the Sponsor Support Agreement (defined below) and the HCYC Shareholder Support Agreement (defined below). See the sections entitled “the Business Combination Proposal – Support Agreements – Sponsor Support Agreement, and – HCYC Shareholder Support Agreement” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing AlphaTime Articles, a holder of AlphaTime’s public shares (an “AlphaTime Public Shareholder”) may request that AlphaTime redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of units must elect to separate the units into the underlying public shares, warrants and rights prior to exercising redemption rights with respect to the public shares. If holders hold their Public Unit in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and rights, or if a holder holds units registered in its own name, the holder must contact Equiniti Stock Transfer & Trust Company (“Equiniti”), AlphaTime’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Equiniti in order to validly redeem its shares. Public AlphaTime Shareholders may elect to redeem their public shares regardless of whether or not they vote on any of the Proposals and whether they vote “For” or “Against” any of the Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public AlphaTime Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Equiniti, AlphaTime will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to AlphaTime for tax purposes. For illustrative purposes, as of December 31, 2024, this would have amounted to approximately US$11.41 per issued and outstanding share. If a AlphaTime Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares (but will continue to own rights). See the section entitled “Extraordinary General Meeting of AlphaTime Shareholders -Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public AlphaTime Shareholder, together with any affiliate of such public AlphaTime Shareholder or any other person with whom such public AlphaTime Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a AlphaTime Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each of the AlphaTime officers and directors have agreed to, among other things, vote all of their ATMC Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their ATMC Ordinary Shares in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, on an as-converted basis, the Sponsor owns approximately 61.5% of the issued and outstanding ATMC Ordinary Shares. The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such closing condition. In addition, in no event will AlphaTime redeem public shares in an amount that would cause AlphaTime’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than US$5,000,001 after giving effect to the transactions contemplated by the Merger Agreement.

On September 28, 2021, the Sponsor acquired 1,437,500 ATMC Ordinary Shares for an aggregate purchase price of $25,000. On January 8, 2022, the Sponsor acquired an additional 287,500 ATMC Ordinary Shares for no additional consideration, resulting in the sponsor holding an aggregate of 1,725,000 ATMC Ordinary Shares. Prior to the initial investment in the company of $25,000 by the sponsor, AlphaTime had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately 20% of the outstanding shares upon completion of the IPO (excluding the private shares and shares underlying the IPO). Concurrent with the closing of the IPO, the Sponsor sold to Chardan or its designees 132,825 of these ATMC Ordinary Shares at a purchase price of $2.00 per share and an aggregate purchase price of $265,650.

On November 9, 2021, AlphaTime entered into an agreement with TenX Global Capital LP (“TenX”) to provide AlphaTime with advisory service in connection with its Initial Public Offering and business combination, to assist in hiring consultants and other service providers and other relevant services to commence trading including filing the necessary documents as part of the transaction. TenX will also assist in preparing AlphaTime for investor presentations, conferences for due diligence, deal structuring and term negotiations. As compensation for TenX’s services to AlphaTime, AlphaTime has paid an aggregate of $200,000 to TenX.

AlphaTime is providing the accompanying proxy statement/prospectus and accompanying proxy card to AlphaTime Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by AlphaTime Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of AlphaTime Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.

After careful consideration, AlphaTime’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Initial Mergers Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of AlphaTime and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Initial Mergers Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that AlphaTime’s directors and AlphaTime’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal - Interests of AlphaTime Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal and the Adjournment Proposal will each be approved and adopted only if holders of at least a majority of the issued and outstanding ATMC Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” these proposals. The approval of the Initial Mergers Proposal will be approved and adopted only if holders of a majority of at least two-thirds of the issued and outstanding ATMC Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.” An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal and the Initial Mergers Proposal is approved at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR ATMC ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF AlphaTime SHAREHOLDERS - REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the AlphaTime Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2025, and is first being mailed to shareholders on or about [●], 2025.

Table of Contents

ANNEXES

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares to be issued pursuant to the Merger Agreement, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) with respect to the Extraordinary General Meeting of AlphaTime Shareholders at which AlphaTime Shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt each of the Business Combination Proposal or the Adjournment Proposal.

References to “U.S. Dollars” and “US$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, HCYC relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. HCYC has supplemented this information where necessary with its own internal estimates and information, taking into account publicly available information about other industry participants and the management’s best view as to information that is not publicly available. This information appears in “Business of HCYC” in this proxy statement/prospectus. HCYC has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and HCYC.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about AlphaTime from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review on the website of the U.S. Securities and Exchange Commission at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address:

Suite 1008, 10/F, Ocean Centre

Harbour City, 5 Canton Road

Tsim Sha Tsui, HK

To obtain timely delivery, AlphaTime Shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting, or by [●], 2025.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”

FINANCIAL STATEMENTS PRESENTATION

AlphaTime

The historical financial statements of AlphaTime were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

HCYC

HCYC’s historical consolidated financial statements included in this proxy statement/prospectus were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

PubCo

PubCo was incorporated on December 15, 2023, for the sole purpose of effectuating the transactions described herein. PubCo’s historical financial statements included in this proxy statement/prospectus were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

The Business Combination is made up of the series of transactions provided for in the Merger Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a reverse recapitalization in accordance with U.S. GAAP whereby PubCo will be considered the accounting acquirer and AlphaTime will be treated as the acquired company. The net assets of AlphaTime will be stated at historical cost, with no goodwill or other intangible assets recorded.

Immediately following the Business Combination, PubCo will qualify as a foreign private issuer and will prepare its consolidated financial statements and pro forma financial statements in accordance with U.S. GAAP.

Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with U.S. GAAP.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “HCYC” refers to HCYC Group Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, the term “AlphaTime” refers to AlphaTime Acquisition Corp, a Cayman Island exempted company, and “PubCo” refers to HCYC Holding Company, a newly incorporated exempted company with limited liability incorporated under the laws of the Cayman Islands.

In addition, in this document:

“Acquisition Entities” means PubCo, Merger Sub 1, Merger Sub 2 and Merger Sub 3;

“Acquisition Merger” means the merger where Merger Sub 3 merges into and with HCYC, with HCYC being the surviving company and becoming a wholly-owned subsidiary of PubCo;

“Adjournment Proposal” means the AlphaTime shareholder proposal to approve the adjournment of the Extraordinary General Meeting for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event AlphaTime does not receive the requisite shareholder vote to approve the Business Combination;

“AlphaTime Board” means the board of directors of AlphaTime;

“Amended PubCo Articles” means PubCo’s amended and restated memorandum and articles of association;

“ATMC Ordinary Shares” means ordinary shares of AlphaTime, par value $0.0001 each;

“Business Combination” means the Mergers and other transactions contemplated by the Merger Agreement;

“Business Combination Proposal” means the AlphaTime shareholder proposal on the approval of the Merger Agreement and the Business Combination;

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Chardan” means Chardan Capital Markets, LLC;

“Closing” means the closing of the Business Combination;

“Closing Date” means the date of the Closing;

“Code” means the Internal Revenue Code of the 1986, as amended;

“Dissent Right” means the right of each holder of record of ATMC Ordinary Shares to dissent in respect of the First SPAC Merger pursuant to Section 238 of the Cayman Companies Act;

“DTC” means The Depository Trust Company;

“Equiniti” means Equiniti Trust Company LLC, AlphaTime’s transfer agent;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exchange Ratio” means the quotient obtained by dividing the Per Share Equity Value by US$10.00;

“Existing AlphaTime Articles” means AlphaTime’s third amended and restated memorandum and articles of association;

“Extraordinary General Meeting” or the “Meeting” means an extraordinary general meeting of shareholders of AlphaTime to be held at [●], Eastern time, on [●], 2025, at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States and virtually at https://www.[●];

“FASB” means Financial Accounting Standards Board;

“First Plan of Merger” means the plan of merger in respect of the First SPAC Merger;

“First SPAC Merger” means the merger where Merger Sub 1 merges with and into AlphaTime, with AlphaTime being the surviving entity and becoming a wholly-owned subsidiary of PubCo;

“HCYC Ordinary Shares” means the ordinary shares in the share capital of HCYC;

“HCYC Preference Shares” means the preference shares in the share capital of HCYC;³

“HCYC Shares” means the HCYC Ordinary Shares and the HCYC Preference Shares;

“HCYC shareholder” means any shareholder of HCYC;

“HCYC Shareholder Support Agreement” means the voting and support agreement dated as of January 5, 2024, by and among AlphaTime, HCYC and certain shareholders of HCYC;

“IAS” means International Accounting Standard;

“IASB” means International Accounting Standards Board;

“Initial Closing” means the closing of the Initial Mergers;

“Initial Mergers” means the First SPAC Merger and the Second SPAC Merger;

“Initial Mergers Proposal” means the AlphaTime shareholder proposal on the approval of the Initial Mergers and the respective plans of merger;

“Initial Shareholders” means holders of the Founder Shares;

“Investment Company Act” or “1940 Act” means the Investment Company Act of 1940, as amended;

“IPO” means AlphaTime’s initial public offering, consummated on January 4, 2023, through the sale of 6,000,000 Public Units at US$10.00 per Public Unit;

“IRS” means the U.S. Internal Revenue Service;

“JOBS Act” means the Jumpstart our Business Startups Act of 2012;

“Lock-up Agreements” means the Lock-Up Agreements substantially in the form attached to the Merger Agreement as Exhibit B, dated as of the Closing Date and to be entered into by the HCYC shareholders party thereto;

“Merger Agreement” means the agreement and plan of merger, dated January 5, 2024, as amended on August 19, 2024 (as may be amended and/or restated from time to time), by and among PubCo, AlphaTime, HCYC, Merger Sub 1, Merger Sub 2, and Merger Sub 3;

“Mergers” means collectively the Initial Mergers and the Acquisition Merger;

“Merger Sub 1” means ATMC Merger Sub 1 Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of PubCo;

“Merger Sub 2” means ATMC Merger Sub 2 Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of PubCo;

“Merger Sub 3” means HCYC Merger Sub Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of PubCo;

“Nasdaq” means the Nasdaq Stock Market;

“PCAOB” means the Public Company Accounting Oversight Board;

“PFIC” means a passive foreign investment company;

“PRC” means the People’s Republic of China, which shall include the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan.

“Private Placement Unit” means the 409,200 units of AlphaTime each consisting of one ATMC Ordinary Share, one redeemable warrant and one right sold to the Sponsor price of US$10.00 per unit;

“Private Placement Warrants” means warrants of AlphaTime, each entitling the holder thereof to purchase one ATMC Ordinary Share at a price of $11.50, exercisable on the later of 30 days after the completion of AlphaTime’s initial business combination or 12 months from the closing of the IPO, which are identical to Public Warrants with certain exceptions;

“Private Rights” means rights of AlphaTime, each entitling the holder thereof to receive one-tenth (1/10) of one ATMC Ordinary Share upon consummation of AlphaTime’s initial business combination, which are identical to Public Rights with certain exceptions;

“Proposals” mean the Business Combination Proposal, the Initial Mergers Proposal and the Adjournment Proposal;

“PubCo Ordinary Shares” means the ordinary shares, par value US$[               ], in the share capital of PubCo;

“PubCo Warrants” means warrants of PubCo, each entitling the holder thereof to purchase one PubCo Ordinary Share at a price of $11.50;

“Public Rights” means rights of AlphaTime, each entitling the holder thereof to receive one-tenth (1/10) of one ATMC Ordinary Share upon consummation of AlphaTime’s initial business combination;

“Public Shareholders” means the holders of ATMC Ordinary Shares that were sold in the IPO (whether they were purchased in the AlphaTime IPO or thereafter in the open market);

“Public Shares” means the ATMC Ordinary Shares with $0.0001 par value each sold in the AlphaTime IPO (whether they were purchased in the AlphaTime IPO as part of the Public Unit or thereafter in the open market);

“Public Unit” means units of AlphaTime issued in the IPO and concurrent private placement, each consisting of one ATMC Ordinary Share, one redeemable Public Warrant and one Public Right;

“Public Warrants” means warrants of AlphaTime, each entitling the holder thereof to purchase one ATMC Ordinary Share at a price of $11.50, exercisable on the later of 30 days after the completion of AlphaTime’s initial business combination or 12 months from the closing of the IPO;

“Record Date” means the close of business on [●], 2025;

“Redemption” means the redemption of Public Shares for the Redemption Price;

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Existing AlphaTime Articles (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Existing AlphaTime Articles;

“Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Cayman Constitutional Documents and this proxy statement/prospectus;

“Registration Rights Agreement” means the registration rights agreement wherein certain AlphaTime and HCYC equityholders will receive, on or prior to the Closing of the Business Combination, registration rights applicable to PubCo securities;

“Rule 144” means Rule 144 under the Securities Act;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

“SEC” means the U.S. Securities and Exchange Commission;

“Second Plan of Merger” means the plan of merger in respect of the Second SPAC Merger;

“Second SPAC Merger” means the merger where AlphaTime merges with and into Merger Sub 2, with Merger Sub 2 being the surviving entity;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Sponsor” means Alphamade Holding LP;

“Sponsor Support Agreement” means the support agreement dated as of January 5, 2024, by and among AlphaTime, HCYC, Sponsor and certain shareholders;

“Surviving AlphaTime Articles” means the [fourth] amended and restated memorandum and articles of association of AlphaTime to take effect upon the effective time of the First SPAC Merger;

“Surviving Company” means HCYC following the Acquisition Merger;

“Trust Account” means the trust account of AlphaTime that holds the proceeds from the IPO and certain of the proceeds from the sale of the private placement units;

“Underwriting Agreement” means the underwriting agreement dated December 30, 2022, between AlphaTime and Chardan;

“U.S. Dollars” and “US$” means United States dollars, the legal currency of the United States;

“U.S. GAAP” means generally accepted accounting principles in the United States; and

“VAT” means value added tax.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to AlphaTime shareholders. AlphaTime shareholders should read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at [●], Eastern Time, on [●], 2025 at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://www.[●].

Q: Why am I receiving this proxy statement/prospectus?

A: AlphaTime shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals. You are receiving this proxy statement/prospectus because you hold ATMC Ordinary Shares as of the record date for the Extraordinary General Meeting.

AlphaTime, the Acquisition Entities and HCYC have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement provides for, among other things, the Initial Mergers and the Acquisition Merger, with HCYC surviving the Acquisition Merger as a wholly owned subsidiary of PubCo, with securityholders of HCYC receiving securities of PubCo as consideration therefor and, in addition, being entitled to receive Earnout Shares upon the passage of time and the achievement of certain milestones, all as more particularly described in this proxy statement/prospectus.

The Public Units, the ATMC Ordinary Shares, Public Warrants and Public Rights are publicly traded on the Nasdaq Global Market under the symbols “ATMCU,” “ATMC,” “ATMCW” and “ATMCR,” respectively. PubCo will apply for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the proposed symbols “[●]” and “[●].” Each Public Unit consists of one ATMC Ordinary Share, one Public Warrant and one Public Right. In addition, each Private Placement Unit, consists of one ATMC Ordinary Share, one Private Warrant and one Private Right. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent ordinary shares, warrants and rights. Subsequently, all rights will be exchanged for PubCo Ordinary Shares at a rate of ten Public Rights per one PubCo Ordinary Shares. Accordingly, PubCo will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q. What proposals are shareholders of AlphaTime being asked to vote upon?

A: At the Extraordinary General Meeting, AlphaTime is asking holders of its ordinary shares to consider and vote upon the following proposals:

● The Business Combination Proposal - To vote to adopt the Merger Agreement and approve the transactions contemplated thereby. See the section entitled “The Business Combination Proposal.”

● The Initial Mergers Proposal - To vote to approve the Initial Mergers and the respective plans of merger. See the section entitled “The Initial Mergers Proposal.”

● Adjournment Proposal - To consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, AlphaTime would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

This proxy statement/prospectus contains important information about the proposed Business Combination and the proposals to be acted upon at the Extraordinary General Meeting. Shareholders should read it carefully and in its entirety. The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Are the proposals conditioned on one another?

A: Yes. The Business Combination Proposal and the Initial Mergers Proposal are conditioned upon the approval of each other. However, the Adjournment Proposal are not conditioned upon the approval of any other proposal. It is important to note that in the event that the Business Combination Proposal or the Initial Mergers Proposal is not approved, AlphaTime will not consummate the Business Combination. If AlphaTime does not consummate the Business Combination and fails to complete an initial business combination by October 4, 2025, or further amend the Existing AlphaTime Articles to further extend the date by which AlphaTime must consummate an initial business combination, AlphaTime will be required to dissolve and liquidate.

Q: What is HCYC?

A: Based out of Hong Kong, HCYC, through its operating subsidiary, HCYC Wealth Management (Asia) Company Limited, is an intermediary insurance brokerage company providing professional services, including but not limited to insurance business consulting, insurance products sourcing, negotiation of policy terms and conditions with insurers, insurance business after-sales customer services, and overall serving as an intermediary between insurers and customers, to enhance the overall customer experience.

HCYC acts as an insurance broker for insurance products of many large insurance companies in Hong Kong, providing various types of insurance products to customers. As an insurance intermediary we do not underwrite risk for premiums. HCYC provides a customer-centric experience by putting the customer first and providing customized financial protection plans for customers based on different needs and backgrounds, with diverse products through our large network of major insurers in the region and providing flexible choices, comprehensive protection.

Q: Why is AlphaTime proposing the Business Combination?

A: AlphaTime was incorporated to consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities.

Based on its due diligence investigations of HCYC and the industries and geographies in which HCYC operates, including the financial and other information provided by HCYC in the course of AlphaTime’s due diligence investigations, AlphaTime’s board of directors believes, although it cannot assure you, that the Business Combination with HCYC is in the best interests of AlphaTime and presents an opportunity to increase shareholder value. Although AlphaTime’s board of directors believes that the Business Combination presents a unique business combination opportunity and is in the best interests of AlphaTime, AlphaTime’s board of directors considered certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal - AlphaTime’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by AlphaTime’s board of directors in making its decision.

Q: Did AlphaTime’s board of directors obtain a third-party valuation or final fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. AlphaTime’s board of directors did not obtain a third-party valuation or final fairness opinion in connection with its determination to approve the Business Combination. AlphaTime’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to AlphaTime’s shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that HCYC’s fair market value was at least 80% of AlphaTime’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of AlphaTime’s board of directors as described above in valuing HCYC’s business and assuming the risk that the board of directors may not have properly valued such business. As soon as reasonably practicable after the execution of the Merger Agreement, AlphaTime received the opinion of Newbridge that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration to be paid PubCo pursuant to the Merger Agreement is fair from a financial point of view to AlphaTime, and shall deliver a copy of such opinion to HCYC.

Q: What factors did AlphaTime’s board of directors consider in evaluating the Business Combination?

A: The AlphaTime Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the AlphaTime Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the AlphaTime Board may have given different weight to different factors.

In considering the Business Combination, the AlphaTime Board considered the following positive factors, although not weighted or in any order of significance:

In the course of its deliberations, in addition to the various other risks associated with the business of Company, as described in the section titled “Risk Factors and Risk Factor Summary” appearing elsewhere in this proxy statement/prospectus, the AlphaTime Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the following:

In addition to considering the factors described above, the AlphaTime Board also considered that certain of the officers and directors of Company may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of AlphaTime Shareholders, including the matters described under the sections titled “Risk Factors and Risk Factor Summary”. However, the AlphaTime Board concluded that the potentially disparate interests would be mitigated because (i) these interests would be included in this proxy statement/prospectus, (ii) these disparate interests could exist with respect to a business combination with any target company, and (iii) the Business Combination was structured so that the Business Combination may be completed even if public shareholders redeem a substantial portion of the ATMC Ordinary Shares. The independent directors of AlphaTime did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination and/or preparing a report concerning the approval of the Business Combination. The Business Combination was not structured to require the approval of at least a majority of unaffiliated security holders of AlphaTime.

Based on its review of the foregoing considerations, the AlphaTime Board concluded that these risks could be managed or mitigated by Company or were unlikely to have a material impact on the Business Combination or AlphaTime, and that, overall, the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects that AlphaTime Shareholders will receive as a result of the Business Combination. The AlphaTime Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

In addition to considering the factors described above, the AlphaTime Board also considered that the initial AlphaTime Shareholders, including AlphaTime directors and executive officers, have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of AlphaTime Shareholders generally (see “Interests of AlphaTime Directors and Officers in the Business Combination”). Newbridge Securities reviewed and considered these interests in its draft fairness opinion delivered to the AlphaTime Board and determined that as of the date of such opinion, and based on the assumptions, limitations, qualifications, conditions, and other matters set forth in the Merger Agreement and the Transaction Documents, the consideration to be issued for the Business Combination is fair to AlphaTime’s public shareholders. Newbridge reached an opinion regarding only the merger consideration and, although Newbridge may have considered the initial AlphaTime Shareholders’ interests, it did not reach a conclusion as to the fairness of those interests.

The preceding discussion of the information and factors considered by the AlphaTime Board is not intended to be exhaustive but includes the material factors considered by the AlphaTime Board.

Q: What is expected to happen in the Business Combination?

A: In accordance with the terms and subject to the conditions of the Merger Agreement, the parties to the Merger Agreement have agreed that, in connection with the Closing, the parties will undertake a series of transactions pursuant to which AlphaTime will merge with and into Merger Sub 1, with AlphaTime surviving such merger, after which AlphaTime will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger as a wholly owned subsidiary of PubCo, and HCYC will merger with and into Merger Sub 3, with HCYC surviving such merger as a wholly owned subsidiary of PubCo. Upon consummation of the Business Combination, PubCo will change its name to “HCYC Corp.” We refer to the foregoing transactions, together with the other transactions contemplated by the Merger Agreement, in their entirety, as the “Business Combination.”

The merger consideration to be paid for each HCYC Ordinary Share held as of immediately prior to the Effective Time (the “Per Share Merger Consideration”) will be a number of PubCo Ordinary Shares equal to (i) $75.0 million divided by the total number of HCYC Ordinary Shares outstanding immediately prior to the Effective Time (after giving effect to the Preferred Shares Conversion), divided by (ii) $10.00. Notwithstanding the foregoing, no fractional PubCo Ordinary Shares will be issued. Instead of the issuance of any fractional share, each person or entity that would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of PubCo Ordinary Shares that otherwise would be received by such person or entity) shall have the number of PubCo Ordinary Shares issued to such person or entity rounded up in the aggregate to the nearest whole number of PubCo Ordinary Shares.

In addition, at the Closing, 1,500,000 additional PubCo Ordinary Shares (the “Earnout Shares”) will be issued by PubCo to the Company Shareholders (as defined in the Merger Agreement) and placed in an escrow account. The Earnout Shares will be distributed in a manner such that one controlling shareholder cannot unilaterally direct all such Earnout Shares to themselves. The Company Shareholders shall have the right to receive their Pro Rata Portion of the Earnout Shares after the Closing Date as follows:

(i) the Pro Rata Portion of 750,000 Earnout Shares (collectively, the “2024 Earnout Shares”) will be issued and delivered by PubCo to each Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared in accordance with U.S. GAAP (the “PubCo 2024 Audited Financials”), if and only if, such PubCo 2024 Audited Financial reflects net income in excess of US$5,000,000 during fiscal year 2024; and;

(ii) subject to clause (iii) below, the Pro Rata Portion of 750,000 Earnout Shares (collectively, the “2025 Earnout Shares”) will be issued and delivered by PubCo to each Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP (the “PubCo 2025 Audited Financials”), if and only if, such PubCo 2025 Audited Financial reflects net income in excess of US$10,000,000 during fiscal year 2025; provided, that

(iii) if the PubCo 2024 Audited Financials do not reflect net income in excess of US$5,000,000 during fiscal year 2024, but the PubCo 2025 Audited Financials reflect net income in excess of US$15,000,000 during fiscal year 2025, the Pro Rata Portion of 1,500,000 Earnout Shares will be issued and delivered by PubCo to each Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of the PubCo 2025 Audited Financials. For the avoidance of doubt, and subject to adjustment pursuant to Section 4.6(d) below, the maximum aggregate number of Earnout Shares available to Pre-Closing Company Shareholders pursuant to this Section 4.6 shall not exceed 1,500,000.

For more information on the Mergers, see the sections titled “The Business Combination Proposal” and “The Business Combination Proposal - The Merger Agreement.”

Q: What will be the relative stakes of AlphaTime shareholders, HCYC shareholders and others in PubCo immediately upon completion of the Business Combination?

A: Upon consummation of the Business Combination, PubCo will be the continuing public company and HCYC will be a wholly owned subsidiary of PubCo. The former securityholders of AlphaTime and HCYC will become securityholders of PubCo.

Upon consummation of the Business Combination, the post-Closing share ownership of PubCo would be (i) the No Further Redemption Scenario; (ii) the 50% Redemption Scenario, where AlphaTime public shareholders holding approximately 667,625 ATMC Ordinary Shares exercise their redemption rights and such shares are redeemed for their pro rata portion of the funds in the Trust Account (at, for illustrative purposes, $11.41 per share, being the pro rata per share amount as of December 31, 2024), amounting to aggregate redemption proceeds of approximately $7,617,601, and (iii) the 100% Redemption Scenario, where AlphaTime public shareholders holding approximately 1,335,250 ATMC Ordinary Shares exercise their redemption rights and such shares are redeemed for their pro rata portion of the funds in the Trust Account (at, for illustrative purposes, $11.41 per share), amounting to aggregate redemption proceeds of approximately $15,235,203.

The following table illustrates varying pro forma voting power and implied ownership levels in PubCo immediately following the consummation of the Business Combination based on the No Further Redemption Scenario, the 50% Redemption Scenario, the 75% Redemption Scenario and the 100% Redemption Scenario.

The table below does not include (i) 6,900,000 PubCo Ordinary Shares that underlie AlphaTime’s public warrants, (iii) 409,200 PubCo Ordinary Shares that underlie AlphaTime’s private placement warrants and (iii) the 1,500,000 Earnout Shares (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.

The tables below are based on an aggregate of 4,200,370 ATMC Ordinary Shares and include (i) 1,335,250 ATMC Ordinary Shares held by public shareholders, (ii) 690,000 PubCo shares which will be automatically issued upon the exchange of the Public Rights at Closing, (iii) 409,200 Private Shares underlying the Private Units, (iv) 40,920 PubCo shares which will be automatically issued upon the exchange of the Private Rights at Closing, and (v) 1,725,000 ATMC Ordinary Shares held by the Sponsors and its affiliates. The tables below also give effect to the redemption by AlphaTime shareholders on December 28, 2023, of an aggregate of 2,160,774 ATMC Ordinary Shares, and on December 20, 2024, of 3,403,976 ATMC Ordinary Shares, respectively.

* Due to rounding, percentages may not total 100%.

(1) For a more detailed description of share ownership upon consummation of the Business Combination, see “Beneficial Ownership of Securities.”

(2) Reflects 1,335,250 ATMC Ordinary Shares held by public shareholders and 690,000 PubCo Ordinary Shares which will be automatically issued upon the exchange of the Public Rights at Closing.

(3) Reflects 409,200 Private Shares underlying the Private Units, 40,920 PubCo Ordinary Shares which will be automatically issued upon the exchange of the Private Rights at Closing, and 1,725,000 ATMC Ordinary Shares held by the Sponsors and its affiliates.

(4) Reflects 7,500,000 PubCo Ordinary Shares held by HCYC shareholders.

(5) Assumes that ATMC public shareholders holding approximately 1,335,250 ATMC Ordinary Shares subject to possible redemption will exercise their redemption rights upon consummation of the Business Combination at a redemption price of approximately $11.41 per share.

The following table presents pro forma voting power and implied ownership of PubCo inclusive of the Dilutive Interests. The following table assumes (i) the Dilutive Interests have been fully exercised and/or vested, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the voting power and implied ownership of PubCo immediately following the consummation of the Business Combination is as follows:

* Due to rounding, percentages may not total 100%.

(1) Reflects 1,335,250 ATMC Ordinary Shares held by public shareholders, 690,000 PubCo Ordinary Shares which will be automatically issued upon the exchange of the Public Rights at Closing, and 6,900,000 PubCo Ordinary Shares issuable upon exercise of the Public Warrants.

(2) Reflects 409,200 Private Shares underlying the Private Units, 40,920 PubCo Ordinary Shares which will be automatically issued upon the exchange of the Private Rights at Closing, 1,725,000 ATMC Ordinary Shares held by the Sponsors and its affiliates, and 409,200 PubCo Ordinary Shares issuable upon exercise of the Private Warrants.

(3) Reflects 7,500,000 PubCo Ordinary Shares held by HCYC shareholders and 1,500,000 Earnout Shares (defined below) issuable upon the occurrence of certain events and the Company’s meeting certain financial targets.

(4) Assumes that ATMC public shareholders holding approximately 1,335,250 ATMC Ordinary Shares subject to possible redemption will exercise their redemption rights upon consummation of the Business Combination at a redemption price of approximately $11.41 per share.

Q: May AlphaTime or AlphaTime’s Sponsor, directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A: In connection with the shareholder vote to approve the Business Combination, the Sponsor or AlphaTime’s directors, officers, advisors or any of their respective affiliates may privately negotiate transactions to purchase ATMC Ordinary Shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of ATMC Ordinary Shares the Sponsor or AlphaTime’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law, including Rule 14e-5 under the Exchange Act, and the rules of Nasdaq. However, the Sponsor and AlphaTime’s directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase ATMC Ordinary Shares in such transactions. None of the Sponsor or AlphaTime’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such ATMC Ordinary Shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such ATMC Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or AlphaTime’s directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of ATMC Ordinary Shares could be to (a) increase the likelihood of obtaining shareholder approval of the Business Combination or (b) to satisfy a closing condition in the Merger Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of ATMC Ordinary Shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. Further, in the event the Sponsor or AlphaTime’s directors, officers, advisors or any of their respective affiliates were to purchase ATMC Ordinary Shares or Public Warrants in privately negotiated transactions from public holders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act, including, in relevant part, through adherence to the following:

In addition, if such purchases are made, the public “float” of ATMC Ordinary Shares and the number of beneficial holders of ATMC Ordinary Shares may be reduced, possibly making it difficult for PubCo to obtain the quotation, listing or trading of its securities on a national securities exchange after the completion of the Business Combination.

The Sponsor or AlphaTime’s officers, directors, advisors or any of their respective affiliates anticipate that they may identify the shareholders with whom the Sponsor or AlphaTime’s officers, directors, advisors or any of their respective affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by AlphaTime’s receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or AlphaTime’s officers, directors, advisors or any of their respective affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination. The Sponsor or AlphaTime’s officers, directors, advisors or any of their respective affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by the Sponsor or AlphaTime’s officers, directors, advisors or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and AlphaTime’s officers, directors, advisors and any of their respective affiliates will not make purchases of AlphaTime Share if the purchases would violate Section 9(a)(2) of or Rule 10b-5 under the Exchange Act.

Q: How will the effective rate of underwriting discounts and commissions paid on capital raised in AlphaTime’s initial public offering and retained after the Business Combination be affected by redemptions?

A: AlphaTime sold 6,900,000 Public Units in its initial public offering, with investors paying $10.00 per Public Unit, representing gross initial public offering proceeds of $69.0 million. The underwriters in the initial public offering received $1.5 million upon completion of the initial public offering and will receive an additional $2.415 million upon consummation of the Business Combination, resulting in a 6.00% rate of underwriting discounts and commissions, which represents the underwriters’ total underwriting discounts and commissions as a percentage of gross initial public offering proceeds. However, to the extent there are redemptions, thereby reducing the remaining amount of initial public offering proceeds available at the Closing, the effective rate of underwriting discounts and commissions paid by AlphaTime and borne indirectly by its non-redeeming shareholders will be higher after taking into account the proceeds used to redeem the shares of redeeming shareholders. For example, assuming the 50% Redemption Scenario where AlphaTime public shareholders would redeem 872,225 ATMC Ordinary Shares, the effective rate of the deferred underwriting discounts and commissions paid by AlphaTime will increase to 37.1%.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The receipt of cash by a U.S. holder of ATMC Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “The Business Combination Proposal – Background of the Business Combination - Material Tax Considerations - United States Federal Income Tax Considerations - Effects to U.S. Holders of Exercising Redemption Rights”⁶ for additional information. You are urged to consult your own tax and financial advisors regarding the tax consequences of exercising your redemption rights.

Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

● the absence of any governmental order, statute, rule or regulation then in effect enjoining or prohibiting the consummation of the Business Combination;

● the completion of redemptions in accordance with the terms of the Merger Agreement, Existing AlphaTime’s Articles and this proxy statement/prospectus, with such redemptions not causing AlphaTime to have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act);

● the approval, by the requisite vote of AlphaTime shareholders, of the Business Combination Proposal, the Initial Mergers Proposal and the Adjournment Proposal;

● receipt of approval for PubCo Ordinary Shares to be listed on Nasdaq, subject only to official notice of issuance;

● no objection having been raised, or any such objection which has been raised having been addressed such that no member or creditor of HCYC or Merger Sub 3, or other person to whom HCYC or Merger Sub 3 is under an obligation, would have the ability to delay or prevent the consummation of the Business Combination;

● the approval of the Acquisition Merger and the transactions contemplated thereby, by a special resolution passed by a majority of not less than [three-fourths] of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of the shareholders of HCYC pursuant to and in accordance with the terms of the governing documents of HCYC and applicable law;

● all regulatory approvals having been obtained;

● the aggregate cash available to AlphaTime at the Closing from the Trust Account and the Transaction Financing (after giving effect to the redemption of any ATMC Ordinary Shares in connection with the vote on the Business Combination but prior to the payment of the Outstanding AlphaTime Expenses and Outstanding HCYC Expenses) being equal to or exceeding $20.0 million;

● the accuracy of certain representations and warranties made by HCYC relating to the organization of HCYC, HCYC’s capitalization, due authorization of HCYC with respect to the Business Combination and brokers’ fees;

● the accuracy of certain other representations and warranties made by HCYC, except where the failure of such representations and warranties to be accurate has not had or would not reasonably be expected to result in, a material adverse effect (as such term is defined in the Merger Agreement);

● the performance of or compliance with, in all material respects, each covenant of HCYC required to be performed or complied with as of or prior to the Closing;

● delivery by HCYC to AlphaTime of a certificate of an officer of HCYC, dated on the Closing Date, certifying as to certain matters including the accuracy of the consolidated financial statements of HCYC and the conformity of such financial statements with U.S. GAAP and the auditing standards of the Public Company Accounting Oversight Board;

● the execution and delivery of certain ancillary documents by the applicable party or parties, including the Earnout Escrow Agreement, the HCYC Shareholder Support Agreement, the Director Nomination Agreement, the HCYC Shareholder Lock-Up Agreement and the Sponsor Support Agreement;

● the accuracy of certain representations and warranties made by AlphaTime and certain representations and warranties made by Acquisition Entities;

● the performance of or compliance with, in all material respects, each covenant of AlphaTime and Acquisition Entities required to be performed or complied with as of or prior to the Closing;

● delivery by AlphaTime to HCYC of a certificate of an officer of AlphaTime, dated on the Closing Date, certifying as to certain matters; and

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal - The Merger Agreement.”

HCYC or AlphaTime may have contractual obligations to third parties that preclude the waiving of certain conditions to Closing by HCYC or AlphaTime, as applicable.

Q: How many votes do I have at the Extraordinary General Meeting?

A: Holders of ATMC Ordinary Shares are entitled to one vote on all matters to be presented at the Extraordinary General Meeting for each ATMC Ordinary Share held of record as of [●], 2025, the record date for the Extraordinary General Meeting (the “Record Date”).

As of the close of business on the record date, there were 6,873,426 ATMC Ordinary Shares outstanding and entitled to vote. No AlphaTime preference shares were outstanding as of the record date and none are outstanding as of the date of this proxy statement/prospectus.

Q: What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A: The following votes are required for each proposal at the Extraordinary General Meeting:

● Business Combination Proposal - The approval of the Business Combination Proposal will require an ordinary resolution as defined in Existing AlphaTime Articles currently in effect, which means a resolution passed by a simple majority of the votes cast by the holders of ATMC Ordinary Shares who, being entitled to do so, vote thereupon, in person, online or by proxy, at the Extraordinary General Meeting, voting as a single class.

● Initial Mergers Proposal - The approval of the Initial Mergers Proposal will require a special resolutions as defined in the Existing AlphaTime Articles, which means a majority of at least two-thirds of such holders of ATMC Ordinary Shares who, being entitled to do so, vote thereupon in person, online or by proxy, at the Extraordinary General Meeting, voting as a single class.

● Adjournment Proposal - The approval of the Adjournment Proposal will require an ordinary resolutions, which means a simple majority of the votes cast by the holders of ATMC Ordinary Shares who, being entitled to do so, vote thereupon, in person, online or by proxy, at the Extraordinary General Meeting, voting as a single class.

Q: What are broker non-votes and what will be the effects of broker non-votes and abstentions?

A: Brokers or other nominee holders who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, they are not allowed to exercise their voting discretion with respect to the approval of matters that are considered “non-routine” matters without specific voting instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” The Business Combination Proposal and Initial Mergers Proposal are considered a “non-routine” matter whereas the Adjournment Proposal is not.

Accordingly, if you are a AlphaTime shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee cannot vote your shares on the Business Combination Proposal and Initial Mergers Proposal.

For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. Since abstentions and broker non-votes are not counted as votes cast, abstentions and broker non-votes will have no effect on the outcome of the aforementioned proposals.

Q: What constitutes a quorum at the Extraordinary General Meeting?

A: A quorum shall be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding ATMC Ordinary Shares are present in person or by proxy at the Extraordinary General Meeting. If a quorum is not present within 15 minutes from the time appointed for the Extraordinary General Meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the directors of AlphaTime may determine, and if at the adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting to commence, the meeting shall be dissolved.

As of the date of this proxy statement/prospectus, 3,641,314 ATMC Ordinary Shares would be required to achieve a quorum. The Sponsor, being the owner of 2,134,200 ATMC Ordinary Shares as of the record date, has agreed, pursuant to the Sponsor Support Agreement, to appear at the Extraordinary General Meeting or to otherwise cause its ATMC Ordinary Shares to be counted as present at the Extraordinary General Meeting for the purpose of establishing a quorum.

Q: How do the insiders of AlphaTime intend to vote on the proposals?

A: The Sponsor and its affiliates and all of the current members of the board of directors of AlphaTime are entitled to vote an aggregate of 2,134,200, or approximately 28.6% of the outstanding ATMC Ordinary Shares. The Sponsor and the current members of the board of directors of AlphaTime are required by certain agreements to vote their securities in favor of all the proposals to be presented at the Extraordinary General Meeting, and the Sponsor is required by an agreement to appear, or otherwise cause its ATMC Ordinary Shares to be counted as present, at the Extraordinary General Meeting for the purpose of establishing a quorum. As a result, in addition to shares held by these parties AlphaTime will only need an additional 1,507,114 ATMC Ordinary Shares present for purposes of establishing a quorum and AlphaTime will need an additional 1,507,114 ATMC Ordinary Shares to vote in favor of the applicable proposal to have the Business Combination Proposal or, if presented, the Adjournment Proposal, approved.

Q: May I revoke my proxy or change my vote after I have mailed my signed proxy card?

A: Yes. AlphaTime shareholders may send a later-dated, signed proxy card to Equiniti at Equiniti’s address set forth under “Who can help answer my questions?” below prior to the vote at the Extraordinary General Meeting, or attend the Extraordinary General Meeting, in person or by visiting https://www.[●], and vote. AlphaTime Shareholders may also revoke their proxy by sending a notice of revocation to Equiniti, which must be received by Equiniti prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote or revoke your proxy.

Q: What interests do AlphaTime’s directors and officers have in the Business Combination?

A: When considering AlphaTime’s board of directors’ recommendation to vote in favor of approving the Business Combination Proposal and, if presented, the Adjournment Proposal, AlphaTime shareholders should keep in mind that the Sponsor and AlphaTime’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of AlphaTime shareholders. AlphaTime’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

● the fact that the Sponsor and AlphaTime’s directors have agreed not to redeem any ATMC Ordinary Shares held by them in connection with a shareholder vote to approve the proposed Business Combination;

● the fact that the Sponsor paid an aggregate of approximately $25,000 for the 1,725,000 ATMC Ordinary Shares currently owned by the Sponsor, and such securities are expected to have a significantly higher value after the Business Combination. As of December 31, 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $19,682,250, based upon a closing price of $11.41 per public share on Nasdaq (and will have zero value if neither the Business Combination nor any other business combination is completed on or before the Final Redemption Date);

● the fact that the Sponsor paid $4,092,000 to purchase an aggregate of 409,200 Private Placement Units at a price of $10.00 per Private Placement Unit, each unit consisting of (i) one ATMC Ordinary Share, (ii) one Private Warrant, exercisable to purchase one ATMC Ordinary Share at $11.50, subject to adjustment, and (iii) one Private Right, exchangeable for 1/10 of one ATMC Ordinary Share, and those units and their component securities would be worthless—and the entire $4,092,000 investment would be lost—if a business combination is not consummated by October 4, 2025.

● the fact that given the very low purchase price (of approximately $25,000 in aggregate) that the Sponsor paid for the ATMC Ordinary Shares as compared to the price of the ATMC Ordinary Shares sold in AlphaTime’s initial public offering, the Sponsor may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below the price initially paid for the ATMC Ordinary Shares in the AlphaTime initial public offering and the AlphaTime public shareholders experience a negative rate of return following the completion of the Business Combination;

● the fact that if the Business Combination or another business combination is not consummated by the Final Redemption Date, AlphaTime will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding ATMC Ordinary Shares for cash and liquidating. In such event, the ATMC Ordinary Shares held by the Sponsor and AlphaTime’s directors and officers, which were acquired for an aggregate purchase price of approximately $25,000 prior to the initial public offering, would be worthless because the Sponsor and all of the current members of the board of directors of AlphaTime have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any ATMC Ordinary Shares (other than public shares) held by them if AlphaTime fails to complete a business combination by the Final Redemption Date. Such shares had an aggregate market value $19,682,250, based upon a closing price of $11.41 per share on Nasdaq on December 31, 2024. As a result of waiving liquidating distributions, if AlphaTime fails to complete a business combination by the Final Redemption Date, the Sponsor would lose $4,092,000 for the purchase of Private Placement Units, and $25,000 for the purchase of the ATMC Ordinary Shares;

● the fact that the current members of the board of directors of AlphaTime have agreed to waive their redemption rights with respect to the ATMC Ordinary Shares held by them for no consideration;

● the fact that, in connection with various extensions of the deadline by which AlphaTime must complete an initial business combination, the Sponsor has deposited an aggregate of $1,240,000 into the Trust Account, as of December 31, 2024, in exchange for non-interest bearing, unsecured promissory notes issued by AlphaTime to the Sponsor that will not be repaid in the event that AlphaTime is unable to close a business combination unless there are funds available outside the Trust Account to do so;

● the fact that if AlphaTime is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $4,297,000, comprised of (i) $25,000, representing the aggregate purchase price paid for the ATMC Ordinary Shares, (ii) $4,092,000, representing the aggregate purchase price paid for Private Placement Units and (iii) $180,000 of unpaid expenses incurred by the Sponsor and AlphaTime’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof;

● the fact that the Sponsor agreed to loan AlphaTime up to $300,000 in the aggregate, to be used for a portion of the expenses of the initial public offering, which loan is non-interest bearing and unsecured; and

● the fact that the Existing AlphaTime Articles currently in effect contains a waiver of the corporate opportunity doctrine, and there could have been business combination targets that were more appropriate for a business combination with AlphaTime but were not offered due to a AlphaTime’s director’s duties to another entity, although AlphaTime does not believe that the waiver of the corporate opportunity doctrine in the Existing AlphaTime Articles currently in effect interfered with its ability to identify an acquisition target.

Q: Who will be the officers and directors of PubCo if the Business Combination is consummated?

A: It is anticipated that, at the Closing, PubCo’s board of directors will be composed of [●] directors, being [●], [●], [●], [●], [●], [●], and [●]. PubCo’s executive management team will be led by the current management of HCYC. See the section entitled “Management of PubCo Following the Business Combination” for additional information.

Q: I am a AlphaTime shareholder. Do I have redemption rights?

A: Yes. Pursuant to the Existing AlphaTime Articles currently in effect, in connection with any proposal to extend the time period to complete the Business Combination, holders of ATMC Ordinary Shares (other than the Sponsor or an officer or director of AlphaTime) may elect to have all or portion of their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing AlphaTime Articles currently in effect. For illustrative purposes, as of December 31, 2024, this would have amounted to approximately $11.41 per share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of AlphaTime’s creditors, if any, which would have priority over the claims of AlphaTime shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to AlphaTime shareholders electing to redeem their shares will be distributed promptly after the consummation of the Business Combination.

Holders of Public Units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti, AlphaTime’s transfer agent, directly and instruct it to do so.

If a holder exercises its redemption rights, then such holder will be exchanging its ATMC Ordinary Shares for cash. Such a holder will be entitled to receive cash for its ATMC Ordinary Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Equiniti, two business days prior to the Extraordinary General Meeting. A holder of ATMC Ordinary Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of AlphaTime. Existing AlphaTime Articles currently in effect provides that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, AlphaTime does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that AlphaTime shall be required to pay to redeeming shareholders upon consummation of the Business Combination. See the section titled “Extraordinary General Meeting of AlphaTime Shareholders - Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q: Is there a limit on the number of shares I may redeem?

A: A public AlphaTime shareholder, together with any affiliate of such public AlphaTime shareholder or any other person with whom such public AlphaTime shareholder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without the prior consent of AlphaTime. Accordingly, if a public AlphaTime shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares without the prior consent of AlphaTime, then any such shares in excess of that 15% limit would not be redeemed.

Further, in no event will AlphaTime redeem public shares in an amount that would cause AlphaTime’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” the Business Combination Proposal, the Initial Mergers Proposal or the Adjournment Proposal. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market for its shares, fewer shareholders and the potential inability to meet the Nasdaq listing standards.

Q: How do I exercise my redemption rights?

A: If you are a AlphaTime shareholder and wish to exercise your right to have your ATMC Ordinary Shares redeemed, you must:

● submit a written request to Equiniti, in which you (i) request that AlphaTime redeem all or a portion of your ATMC Ordinary Shares for cash and (ii) identify yourself as the beneficial holder of the ATMC Ordinary Shares and provide your legal name, phone number and address; and

● deliver your share certificates (if any) and other redemption forms (as applicable) to Equiniti, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their shares in the manner described above on or prior to [●], 2025, two business days before the scheduled Extraordinary General Meeting in order for their shares to be redeemed.

If you hold public shares through units, you must elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares. If you hold the units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and warrants, or if you hold units registered in your own name, you must contact Equiniti directly and instruct it to do so.

The address of Equiniti is listed under the question “Who can help answer my questions?” below.

If a public AlphaTime shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Equiniti, AlphaTime will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to AlphaTime. For illustrative purposes, as of December 31, 2024, this would have amounted to approximately $11.41 per issued and outstanding share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of AlphaTime’s creditors, if any, which would have priority over the claims of AlphaTime shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to AlphaTime shareholders electing to redeem their shares will be distributed promptly after the consummation of the Business Combination.

A holder of ATMC Ordinary Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of AlphaTime. Under the Existing AlphaTime Articles currently in effect, the Business Combination may not be consummated if AlphaTime has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of ATMC Ordinary Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to AlphaTime unless the board of directors of AlphaTime determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Equiniti prior to the vote being taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Equiniti, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you will be exchanging your ATMC Ordinary Shares for cash and will not be entitled to PubCo Ordinary Shares upon consummation of the Business Combination.

See the section titled “Extraordinary General Meeting of AlphaTime Shareholders - Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q: What happens if a substantial number of AlphaTime shareholders vote in favor of the Business Combination Proposal and other proposals at the Extraordinary General Meeting and exercise their redemption rights?

A: AlphaTime shareholders may vote in favor of the Business Combination Proposal, the Initial Mergers Proposal and the other proposals presented at the Extraordinary General Meeting and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of AlphaTime shareholders are substantially reduced as a result of redemption by AlphaTime shareholders. The amount of redemptions exercised by AlphaTime shareholders is uncertain, contingent upon many factors out of our control, and are difficult to predict. The Existing AlphaTime Articles currently in effect provides that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, AlphaTime does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that AlphaTime shall be required to pay to redeeming shareholders upon consummation of the Business Combination. However, pursuant to existing agreements, the Sponsor and the current members of the board of AlphaTime have agreed not to redeem their shares. In the event of significant redemptions, with fewer shares and fewer AlphaTime shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for ATMC Ordinary Shares was prior to the Business Combination. In addition, in the event of significant redemptions, PubCo may not be able to meet the Nasdaq listing standards. It is a condition to consummation of the Business Combination in the Merger Agreement that the PubCo Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on the Nasdaq, subject only to official notice of issuance thereof.

Q: Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

A: AlphaTime shareholders who hold ATMC Ordinary Shares may have appraisal rights in connection with the First SPAC Merger under the Cayman Companies Act. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights.” Holders of record of ATMC Ordinary Shares wishing to exercise such Dissent Rights and make a demand for payment of the fair value for his, her or its ATMC Ordinary Shares must give written objection to the First SPAC Merger to AlphaTime prior to the shareholder vote at the Extraordinary General Meeting of AlphaTime to approve the First SPAC Merger and follow the procedures set out in section 238 of the Cayman Companies Act, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to section 239 of the Cayman Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. See “Extraordinary General Meeting of AlphaTime Shareholders - Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: Of the net proceeds of AlphaTime’s initial public offering and simultaneous private placement, a total of $70,242,000 was placed in the Trust Account immediately following the initial public offering. In connection with an extraordinary general meeting of the shareholders of AlphaTime held on December 28, 2023 for purposes of voting on an amendment to the Existing AlphaTime Articles to give AlphaTime the right to extend the date by which it has to consummate a business combination, AlphaTime shareholders properly elected to redeem an aggregate of 2,160,774 ATMC Ordinary Shares at a redemption price of approximately $10.78 per share for an aggregate redemption amount of approximately $23,302,146, following which redemptions approximately $51,108,602 remained in the Trust Account. In connection with an extraordinary general meeting of the shareholders of AlphaTime held on December 20, 2024 for purposes of voting on an amendment to AlphaTime’s the Existing AlphaTime Articles to give AlphaTime the right to extend the date by which it has to consummate a business combination, AlphaTime shareholders properly elected to redeem an aggregate of 3,403,976 ATMC Ordinary Shares at a redemption price of approximately $11.41 per share for an aggregate redemption amount of approximately $38,852,320.60, following which redemptions approximately $15,240,284 remained in the Trust Account. After consummation of the Business Combination, the funds in the Trust Account will be released to pay holders of the ATMC Ordinary Shares who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination (including fees of an aggregate of up to approximately $2,415,000 to underwriters in connection with AlphaTime’s initial public offering). Any remaining funds will remain on the balance sheet of PubCo after Closing in order to fund HCYC’s existing operations and support new and existing growth initiatives.

Q: What happens if the Business Combination is not consummated?

A: If AlphaTime does not complete the Business Combination (or another business combination) by October 4, 2025, AlphaTime must redeem 100% of the public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AlphaTime (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares.

Q: When do you expect the Business Combination to be completed?

A: The Business Combination is expected to be consummated promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Merger Agreement, including the approval of the Business Combination Proposal, the Initial Mergers Proposal, and the Adjournment Proposal (if presented) by the holders of ATMC Ordinary Shares. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Proposal - The Merger Agreement - Conditions to Closing.” There can be no assurance that such conditions will be satisfied or waived or that the Business Combination will occur. Further, HCYC or AlphaTime may have contractual obligations to third parties that preclude the waiving of certain conditions to Closing by HCYC or AlphaTime, as applicable.

Q: What else do I need to do now?

A: AlphaTime urges you to read carefully and consider the information contained in this proxy statement/ prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder of AlphaTime. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: How do I attend the Extraordinary General Meeting?

A: The Extraordinary General Meeting will be held at [●], Eastern Time, on [●], 2025, at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://www.[●]. If you are a holder of record of ATMC Ordinary Shares on the record date, you will be able to attend the Extraordinary General Meeting online and vote during the Extraordinary General Meeting and examine the list of holders of record of ATMC Ordinary Shares by visiting https://www.[●] and entering the control number on your proxy card, voting instruction form or notice included in your proxy materials.

Q: How do I vote?

A: If you are a holder of record of ATMC Ordinary Shares on the record date, you may vote remotely at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You will be able to attend the Extraordinary General Meeting online and vote during the Extraordinary General Meeting by visiting https://www.[●] and entering the control number on your proxy card, voting instruction form or notice included in your proxy materials. Please note that you will not be able to vote or ask questions if you choose to participate telephonically. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Equiniti, available once you have received your proxy by emailing [●].

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or Initial Mergers Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If you are a AlphaTime shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal or Initial Mergers Proposal. Such broker non-votes will have no effect on the outcome of the aforementioned proposals.

Q: What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A: If you fail to take any action with respect to the Extraordinary General Meeting (or the related redemption of your shares) and the Business Combination is approved by shareholders and consummated, you will become a shareholder of PubCo. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be a shareholder of AlphaTime.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ATMC Ordinary Shares.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by AlphaTime without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Q: What happens if I sell my ATMC Ordinary Shares before the Extraordinary General Meeting?

A: The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the record date but before the Extraordinary General Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be entitled to receive any PubCo Ordinary Shares following the Closing because only AlphaTime shareholders on the date of the Closing will be entitled to receive PubCo Ordinary Shares in connection with the Closing.

Q: Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A: AlphaTime will pay the cost of soliciting proxies for the Extraordinary General Meeting. AlphaTime has engaged [●] (“[●]”) to assist in the solicitation of proxies for the Extraordinary General Meeting. AlphaTime has agreed to pay [●] a fixed fee of $[●], plus disbursements, which will require AlphaTime’s prior approval in case of expenses exceeding $[●], and to pay $[●] for each holder’s proxy solicited by [●], to reimburse [●] for its reasonable and documented costs and expenses and to indemnify [●] and its affiliates against certain claims, liabilities, losses, damages and expenses. AlphaTime will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ATMC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of ATMC Ordinary Shares and in obtaining voting instructions from those owners. AlphaTime’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Where can I find the voting results of the extraordinary general meeting?

A: The preliminary voting results will be announced at the Extraordinary General Meeting. AlphaTime will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact AlphaTime’s proxy solicitor as follows:

[●]

[●]

[●]

Toll-Free:

To obtain timely delivery, shareholders must request the materials no later than [●], 2025, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about AlphaTime from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of ATMC Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Equiniti at the address below at least two business days prior to the Extraordinary General Meeting. If you hold Public Units registered in your own name and intend to redeem your shares underlying the units, you must contact Equiniti at the address below and instruct Equiniti to separate your units into its underlying public shares and warrants prior to exercising your redemption rights.

If you have questions regarding the certification of your position, delivery of your shares for redemption or separation of your units for purposes of exercising your redemption rights, please contact Equiniti at the address below:

Equiniti Trust Company, LLC

6201 12th Avenue

New York, NY 11219

Attn: Michelle McLean