AlphaTime Acquisition Corp (NASDAQ:ATMC, ATMCU, ATMCR, and ATMCW) ("ATMC"), a special purpose acquisition company, announced the execution of an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which ATMC will undergo a business combination with HCYC Group Company Limited ("HCYC"), HCYC functions as a registered holding company in the Cayman Islands. In Hong Kong, HCYC conducts its insurance brokerage operations through its subsidiary, namely, HCYC Wealth Management (ASIA) Company Limited, a company formed under the laws of Hong Kong ("HCYC Asia").
The transaction will be structured as a business combination involving the following mergers: (i) ATMC will merge with and into ATMC Merger Sub 1 Limited, a Cayman Islands exempted company ("Merger Sub 1"), and a wholly-owned subsidiary of HCYC Holding Company, a Cayman Islands exempted company ("PubCo"), with ATMC surviving such merger; (ii) ATMC will merger with and into ATMC Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo ("Merger Sub 2"), with Merger Sub 2 surviving such merger; and (iii) HCYC will merge with and into 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"), with HCYC surviving such merger (collectively, the "Mergers"). As a result of the Mergers, HCYC shareholders will receive 7,500,000 ordinary shares of PubCo, valued at $75,000,000. The transaction has been approved by the boards of directors of ATMC, HCYC and each Acquisition Entity and is expected to be consummated in early 2024, subject to regulatory approval and respective shareholder approval by the shareholders of ATMC and the shareholders of HCYC and the satisfaction of certain other customary closing conditions.
HCYC Asia has been in Hong Kong for a period of thirteen years. HCYC Asia holds a professional insurance brokerage license, allowing it to operate within Hong Kong's insurance sector.
HCYC Asia partners with multiple insurance companies, such as AXA China Region Insurance Co Ltd, AIA International Limited, Prudential Hong Kong Limited, FTLife Insurance Company Limited. HCYC actively leverages the resources and technological expertise of these business partners, with the aim of delivering professional, customized, and value-added services to both individual and corporate clients. HCYC believes this approach provides them, and HCYC Asia, with a distinct advantage in the marketplace.
Upon the closing of the Mergers, PubCo is expected to become a NASDAQ-listed public company trading under a new ticker symbol. HCYC's executive management team will continue to lead PubCo. There can be no assurance that PubCo will remain listed on NASDAQ.
The description of the Mergers contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement. For additional information, see ATMC's Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission ("SEC") at www.sec.gov.