REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2022, is made and entered into by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
6,000,000 Units ALPHATIME ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2022 • Alphatime Acquisition Corp • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 30, 2022, by and between ALPHATIME ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and [______] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of December 30, 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 7th, 2022 • Alphatime Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2022, by and between ALPHATIME ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
The undersigned, AlphaTime Acquisition Corp, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
AlphaTime Acquisition Corp Cayman IslandsAlphatime Acquisition Corp • December 7th, 2022 • Blank checks • New York
AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Alphamade Holding LP, a Delaware limited partnership (“Subscriber” or “you”), to purchase 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 30, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Alphamade Holding LP, a Delaware limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2022 • Alphatime Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 30, 2022 between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as rights agent (the “Rights Agent”).
AlphaTime Acquisition Corp New York, NY 10110 Chardan Capital Markets, LLC New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets LLC , as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant and one right. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). Each right (a “Ri
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 30, 2022 by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 7th, 2022 • Alphatime Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of [●], 2022 (“Agreement”), by and among AlphaTime Acquisition Corp, a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and American Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of December 30, 2022 (“Agreement”), by and among AlphaTime Acquisition Corp, a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and American Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2024 • Alphatime Acquisition Corp • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 19, 2024, is entered into by and between AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 5th, 2024 • Alphatime Acquisition Corp • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024 by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto who hold Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
AlphaTime Acquisition Corp New York, NY 10110Letter Agreement • December 7th, 2022 • Alphatime Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between AlphaTime Acquisition Corp (the “Company”) and Alphamade Holding LP (“AlphaTime”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER dated January 5, 2024 by and among HCYC Holding Company, Alphatime Acquisition Corp, HCYC Group Company Limited, ATMC Merger Sub 1 Limited, ATMC Merger Sub 2 Limited, and HCYC Merger Sub LimitedAgreement and Plan of Merger • January 5th, 2024 • Alphatime Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 5, 2024, by and among (i) AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (ii) HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), (iii) HCYC Holding Company, a Cayman Islands exempted company (“PubCo”), (iv) ATMC Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) ATMC Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), and (vi) HCYC Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 3”).
AlphaTime Acquisition Corp New York, NY 10110Letter Agreement • January 5th, 2023 • Alphatime Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between AlphaTime Acquisition Corp (the “Company”) and Alphamade Holding LP (“AlphaTime”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 5th, 2024 • Alphatime Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2024, by and among AlphaTime Acquisition Corp, a Cayman Islands exempted company (“SPAC”), HCYC Group Company Limited, a Cayman Islands exempted company (the “Company”), Alphamade Holding LP (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2024 • Alphatime Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 28, 2023, to the Original Trust Agreement (as defined below) is made by and between AlphaTime Acquisition Corp (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
