Material Agreement - Form 425

Item 1.01. Entry into a Material Definitive Agreement

First Amendment to the Merger Agreement

On January 5, 2024, AlphaTime Acquisition Corp, a Cayman Islands exempted company ("AlphaTime") entered into an Agreement and Plan of Merger (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").

On August 19, 2024, parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the "Amendment"), pursuant to which the parties agreed to increase the PIPE Investment Procured by Company (as defined in the Merger Agreement) to $9,000,000.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

Important Information for Investors and Shareholders

This document relates to a proposed transaction between AlphaTime and HCYC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. AlphaTime intends to file a registration statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of AlphaTime, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all AlphaTime shareholders. AlphaTime also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of AlphaTime are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AlphaTime through the website maintained by the SEC at www.sec.gov.