AlphaTime Acquisition Corp *
PROPOSED BUSINESS COMBINATION: HCYC Group Company Limited
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
AlphaTime Acquisition Corp proposes to combine with HCYC Group Company Limited.
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 Hong Kong, with a distinct advantage in the marketplace.
EXTENSION – 12/26/24 – LINK
- The SPAC approved the extension from January 4, 2025 to October 4, 2025.
- 3,403,976 shares were redeemed.
- $55k per month will be deposited into the trust account.
SUBSEQUENT EVENT – 8/23/24 – LINK
- On August 19, 2024, parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger, to which the parties agreed to increase the PIPE Investment Procured by Company to $9,000,000.
TRANSACTION
- HCYC shareholders will receive 7,500,000 ordinary shares of PubCo, valued at $75,000,000.
- The acquisition is expected to be complete in early 2024.
- At the Closing, 750,000 PubCo Ordinary Shares issued to the Principal Shareholder (the “Indemnity Escrow Shares”), will be deposited into an escrow account (the “Indemnity Escrow Account”) with an escrow agent reasonably acceptable to SPAC and the Principal Shareholder (the “Indemnity Escrow Agent”) for the benefit of SPAC’s Shareholders immediately prior to the Closing
SPAC FUNDING
- Pursuant to the Merger Agreement, the parties intend to solicit, negotiate and enter into, and include covenants related to, the conduct by AlphaTime and HCYC to use their commercially reasonable efforts to enter into PIPE Investments (as defined in the Merger Agreement) of at least $3,750,000.
EARNOUT
- Company
- Under the Merger Agreement, Pre-Closing Company Shareholders are entitled to a portion of up to 1,500,000 PubCo Ordinary Earnout Shares.
- 750,000 shares will be issued for each of the fiscal years 2024 and 2025 if PubCo’s audited financials show a net income exceeding $5 million and $10 million, respectively.
- If the 2024 target is missed but the 2025 net income exceeds $15 million, all 1,500,000 shares will be issued.
- These shares are distributed within five business days of the relevant annual report filing.
- Under the Merger Agreement, Pre-Closing Company Shareholders are entitled to a portion of up to 1,500,000 PubCo Ordinary Earnout Shares.
LOCK-UP
- Company and Sponsor
- The SPAC has not entered into a lock-up agreement at this time.
NOTABLE CONDITIONS TO CLOSING
- SPAC shall have at least US$5,000,001 of net tangible assets remaining immediately after the Closings.
NOTABLE CONDITIONS TO TERMINATION
- By either AlphaTime or HCYC if the Mergers are not consummated on or before October 31, 2024.
ADVISORS
- Company
- Celine & Partners PLLC is serving as legal advisor
- SPAC
- Winston & Strawn LLP is serving as legal advisor.
- Han Kun Law Offices LLP and Ogier are serving as Hong Kong and Cayman legal advisors
EXTENSION – 1/4/24 – LINK
- The SPAC approved the extension from January 4, 2023 to January 4, 2024.
- 2,160,774 shares were redeemed for $10.78 per share.
- $55k per month will be deposited into the trust account.
MANAGEMENT & BOARD
Executive Officers
Dajiang Guo, 54
Chief Executive Officer
Dajiang Guo serves as a Managing Director at Revere Securities LLC. Dr. Guo served as a Partner at Tiger Securities, developing the institutional securities business of investment banking, sales and trading from 2019 to 2021. From 2017 to 2019, Dr. Guo served as a Partner at China Bridge Capital in financial advisory and private equity. From 2016 to 2017, he served as the Chief Strategy Officer at China Renaissance, where he was responsible for strategic planning, international expansion, and strategic investments. Dr. Guo served as the CEO of CITIC Securities International USA, COO at CITICS Investment Banking Division, and Head of CITICS Strategy and Planning, from 2011 to 2016. He has also held several executive positions at CICC HK/US from 2009 to 2011. Before venturing into cross border financial services, Dr. Guo worked more than ten years for Citigroup Global Markets from 2004 to 2009, RBS Greenwich Capital Markets from 2001 to 2004, and the Centre Re of Zurich Financial Services from 1996 to 2001, where he specialized in securitization and derivatives. Dr. Guo also taught at the College of Insurance and the University of Guelph as an assistant professor and has published numerous academic articles in peer-reviewed financial journals. Dr. Guo received his Ph.D. in Financial Economics from the University of Toronto. He is a CFA Charterholder.
Jichuan Yang, 58
Chief Financial Officer
Jichuan Yang serves as the Chairman Special Advisor at Sanya International Asset Exchange since 2021, as an Advisory Board Member at Qinghua PBCSF China Finance Policy Study since 2020, as an independent director at Shanghai GuoSheng Industrial Transformation Investment Fund since 2019, and as a board member at Cyan Bank Investments since 2017. From 2015 to 2020, Dr. Yang served as the CEO of HFAX, a division of Sunshine Insurance Group with over $4 billion of assets under management and, from 2013 to 2015, the Deputy General Manager and Chief Product Officer of LUFAX Holding Ltd (NYSE: LU) in the fintech and inclusive finance industry. From 2010 to 2013, Dr. Yang was the Head of Strategic Planning at Citic Securities. Dr. Yang received his Ph.D. in Applied Mathematics from Brown University and his B.S. in Applied Mathematics from Tsinghua University.
Board of Directors
Xinfeng Feng, 41
Chairwoman of the Board of Directors
Xinfeng Feng founded Guowangxin (Shenzhen) Investment Co., Ltd. in 2021 and has served as its Chairman ever since.Mr. Feng founded Guoxing Supply China Management Co., Ltd. in 2020 and served as its Executive President. In 2017, Ms. Feng founded Shenzhen Qianhai Zhongshang Wealth Management Co., Ltd and served as its Executive President. From 2015 to 2016, Ms. Feng served as the Operation Manager of Zhongguang Yinrong Capital Management Co., Ltd. From 2012 to 2015, Ms. Feng served as the senior Sales Director of FunDe Sino Life Insurance Co., Ltd. From 2003 to 2009, Ms. Feng served as the Financial Director of Shenzhen Shenxing Technology Development Co., Ltd. Ms. Feng received her Associate Degree from Shenzhen University in 2003. Ms. Feng received her bachelor degree in Finance from Xidian University.
Li Wei, 52
Independent Director Nominee
Li Wei is Professor of Practice at the Shanghai Advanced Institute of Finance (SAIF) of Shanghai Jiaotong University, and the Assistant Director of the Shanghai Advanced Institute for Financial Research. Before SAIF, Dr. Wei has served many senior roles in domestic and global financial institutions, including senior partner of Kunyuan Asset Management, Managing Director of Alternative Investment at Citic Securities International, director of the Global Market at Deutsche Bank; director of Institutional Investment Group at Citigroup, Officer & Managing Director of the NYSE Group. In addition to her industry work, Dr. Wei also served as an adjunct professor at Tsinghua PBCSF. Before industry practice, Dr. Wei had been a tenure track assistant professor of finance at Iowa State University, the first senior financial advisor for the Shanghai Stock Exchange and the senior advisor for the Tel Aviv Stock Exchange. Dr. Wei received her Ph.D in finance from the University of Utah, MS and BS from Tsinghua University Beijing.
Wen He, 55
Independent Director Nominee
Wen He is an experienced professional who has 26 years of experience in Internets, Internet-of-Things, IT and software industry. Mr. He also has over 10 years of experience in investment and M&A, where he focuses on fund raising, investment management, equity and bond financing and Fin-tech (e.g. Internets, Internet-of-Things, Blockchain). Mr. He has oversaw and participated in multiple investment, listing and asset restructuring in renewable energy, new material, sustainability, healthcare and high-tech industries. Mr. He now serves as the Vice Manager of Dr. Peng Cloud Computing Ltd. and the President of Haijuhuiren Holding Group. Mr. He served as the Operation Director of Xunye Group, one of the earliest Internet companies in China. Mr. He served as the Vice President of Shenzhen Longmai Information Co., Ltd. President and Technology Director of Naoku Technology Holding Group. In 2001, Mr. He co-founded OP.CN, the predecessor company of Qvod Player, with Xin Wang and served as its Chairman. Mr. He served as the Executive Director of Guangdong Gaohe Financial Leasing Co., Ltd. and the independent director of China Oil Gangran Energy Group Holdings Limited (08132.HK). Mr. He holds an MBA from Columbia Southern University and a Bachelor Degree from Hunan Normal University. Mr. He holds a PMP and ICAA.
Michael L Coyne, 33
Independent Director Nominee
Michael L. Coyne has 7 years of extensive experience in capitals markets, business development, and deal origination. Since 2018, He has been serving as Head of Capital Markets at Ingalls & Snyder, an investment advisory firm based in New York, and is currently a Senior Director. At Ingalls & Snyder, he built a capital markets investing and underwriting business, targeting listed IPOs, secondary offerings, and block trades in technology, biotechnology, SPACs, and closed-end funds. He has participated in hundreds of SPAC transactions through underwriting, merger advisory closing, PIPEs, risk capital sourcing, and selling groups. From August 2015 to February 2018, Mr. Coyne served as Vice President and Head of Syndicate at Capital Integration Systems, an online financial services platform based in New York, where he diversified revenue sources by orchestrating the firm’s first international pre-IPO private placement, increasing client secondary equity trading, and developing relationships with investment banks. From February 2012 to July 2019, Mr. Coyne spent 7 years in the Army National Guard and the U.S. Army as 1st Lieutenant. His positions included Executive Officer, Task Force Officer-in-Charge, Platoon Leader and Operations Officer, which he fulfilled both domestically and in Afghanistan. Mr. Coyne passed the Financial Industry Regulatory Authority (FINRA) Series 7, 63, 24, 79 examinations and is a Securities Industry Essentials (SIE) license holder. Mr. Coyne earned his Bachelor of Arts degree in Political Science and International Affairs from Northeastern University in 2011, and his MBA from Leonard N. Stern School of Business, New York University in 2019.
