Correspondence 0001493152-22-034695 from ALPHATIME ACQUISITION CORP (ATMC, ATMCR, ATMCU, ATMCW) (CIK 0001889106)
ALPHATIME ACQUISITION CORP (ATMC, ATMCR, ATMCU, ATMCW) (CIK 0001889106)
Date: Dec. 7, 2022 · CIK: 0001889106 · Accession: 0001493152-22-034695
AI Filing Summary & Sentiment
Letter
December 7, 2022
VIA EDGAR
Todd Schiffman
John Dana Brown
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
F Street, NE
Washington, DC 20549
Re: AlphaTime Acquisition Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 2, 2022
CIK No. 0001889106
Ladies and Gentlemen:
On behalf of our client, AlphaTime Acquisition Corp (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated November 29, 2022, relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on November 2, 2022.
The Company is concurrently filing via EDGAR a Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Amendment No. 1 to DRS
Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China, page 10
1. We reissue comment 6 in part. Please describe any restrictions on the transfer of cash between entities within China after a business combination with a company based in China.
Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the pages 10-11 of the Form S-1 to address the Staff’s comment.
Enforcement of Civil Liabilities, page 12
2. Please identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and judgments on these individuals. Please also provide disclosure consistent with this section in the risk factor section. We note the final risk factor on page 62.
Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the pages 12 and 85 of the Form S-1 to address the Staff’s comment.
* * * * * * *
If you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/
Michael J. Blankenship
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CORRESP
1
filename1.htm
December
7, 2022
VIA
EDGAR
Todd
Schiffman
John
Dana Brown
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Finance
100
F Street, NE
Washington,
DC 20549
Re:
AlphaTime
Acquisition Corp
Amendment
No. 1 to Draft Registration Statement on Form S-1
Submitted
November 2, 2022
CIK
No. 0001889106
Ladies
and Gentlemen:
On
behalf of our client, AlphaTime Acquisition Corp (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”) set forth in its letter, dated November 29, 2022, relating to the Company’s
Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on November 2, 2022.
The
Company is concurrently filing via EDGAR a Registration Statement on Form S-1 (the “Form S-1”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information.
We
have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Amendment
No. 1 to DRS
Transfer
of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China, page 10
1.
We
reissue comment 6 in part. Please describe any restrictions on the transfer of cash between entities within China after a business
combination with a company based in China.
Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the pages 10-11 of
the Form S-1 to address the Staff’s comment.
Enforcement
of Civil Liabilities, page 12
2.
Please
identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities
and judgments on these individuals. Please also provide disclosure consistent with this section in the risk factor section. We note
the final risk factor on page 62.
Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the pages 12 and
85 of the Form S-1 to address the Staff’s comment.
*
* * * * * *
If
you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this
matter.
Sincerely,
/s/
Michael J. Blankenship
Michael
J. Blankenship