SecProbe.io

September 27, 2024
Xiameng Ding
Chief Executive Officer
HCYC Holding Company
Suite 1008, 10/F., Ocean Centre, Harbour City,
5 Canton Road, Tsim Sha Tsui, Hong Kong
Re:HCYC Holding Company
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted September 3, 2024
CIK No. 0002006779
Dear Xiameng Ding:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 10, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
General
1.Please include information required by Item 701 of Regulation S-K for AlphaTime
Acquisition Corp and HCYC Group Company Limited. Refer to General Instruction I.2(f)
of Form F-4.
2.Please include information required by Item 403 of Regulation S-K for HCYC Group
Company Limited. Refer to General Instruction I.2(f) of Form F-4.
With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person. Please also
tell us whether anyone or any entity associated with or otherwise involved in the
transaction, is, is controlled by, has any members who are, or has substantial ties with, a 3.

September 27, 2024
Page 2
non-U.S. person. Also revise your filing to include risk factor disclosure that addresses
how this fact could impact your ability to complete your initial business combination. For
instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a target company should the transaction be subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary
for government review of the transaction or a decision to prohibit the transaction
could prevent you from completing an initial business combination and require you to
liquidate. Disclose the consequences of liquidation to investors, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
Cover Page
4.Please revise your cover page to include the HCYC Group Company Limited, the target
in this merger transaction, as a co-registrant. Further please include a signature page
signed by the officers and directors of HCYC Group Company Limited.
Financial Statement Presentation, page 4
5.We note your response to prior comment 11. The revised disclosures on pages 4, 27, 91
and elsewhere in your filing continue to include conflicting disclosures. For example, on
page 4 you disclose that PubCo will be able to prepare and file its financial statements in
accordance with IFRS, which is followed by conflicting disclosure stating that PubCo will
prepare its financial statements in accordance with U.S. GAAP. Similarly, on pages 27
and 91, you disclose that immediately following the Business Combination, PubCo will
prepare its consolidated financial statements and pro forma financial information in
accordance with U.S. GAAP, which is followed by conflicting disclosure stating that the
unaudited pro forma condensed combined financial information and the comparative per
share information that will be presented in this proxy statement/prospectus will be
prepared in accordance with IFRS. Please explain the underlying reasons for these
discrepancies and revise your disclosures as necessary.
Summary of the Proxy Statement/Prospectus, page 26
6.Please revise this section to include the following information required by Item 1604(b) of
Regulation S-K:
•the background and material terms of the de-SPAC transaction, as required by Item
1604(b)(1) of Regulation S-K;
•the material factors considered in the board's determination of the business
combination, and any report, opinion, or appraisal the board used to make its
determination, as required by Item 1604(b)(2) of Regulation S-K;
•the terms, in a tabular format, and amount of the compensation received or to be
received by the SPAC sponsor, its affiliates, and promoters in connection with the
business combination or any related financing transaction, as required by Item
1604(b)(4) of Regulation S-K; and
•the potential impact of redemptions on non-redeeming shareholders, as required by
Item 1604(b)(6) of Regulation S-K.

September 27, 2024
Page 3
Selected Unaudited Financial Information of HCYC, page 26
7.We note your response to prior comment 12 and your revised disclosures on pages 26 and
46. The revised disclosures on page 26 continue to include line items for accounts
receivable, accounts payable and prepaid expenses on current assets under the Statement
of Operations Data. Please revise your disclosure on page 26 to present the changes in
these balance sheet items under the net cash used in operating activities data similar to
that provided on page 46.
The Business Combination Proposal, page 26
8.Please revise this section to state whether or not a majority of the directors who are not
employees of the special purpose acquisition company has retained an unaffiliated
representative to act solely on behalf of unaffiliated security holders for purposes of
negotiating the terms of the de-SPAC transaction and/or preparing a report concerning the
approval of the de-SPAC transaction. Refer to Item 1606(d) of Regulation S-K. In
addition, state whether or not the de-SPAC transaction is structured so that approval of at
least a majority of unaffiliated security holders of the special purpose acquisition
company is required. Refer to Item 1606(c) of Regulation S-K.
Reasons for the Structure of the Business Combination, page 27
9.We note your disclosure on pages 27 and 91 that the unaudited pro forma condensed
combined financial information and the comparative information that will be presented in
this proxy statement/prospectus will be prepared in accordance with IFRS. We also note
that the unaudited pro forma combined financial information beginning on page 78 has
been prepared in accordance with U.S. GAAP. Please tell us the underlying reasons for
this apparent inconsistency and revise your disclosure as necessary.
Cash and Asset Flows through HCYC, page 35
10.We note your response to prior comment 15 and reissue in part. Please revise your
disclosure to describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries or other entities, to the parent company and U.S. investors.
PRC and Regulatory Permissions, page 36
11.We note your response to prior comment 13 and reissue in part. As it relates to
the permissions requirements from the China Securities Regulatory Commission (CSRC)
and the Cyberspace Administration of China (CAC), please revise your disclosure to
describe the consequences to you and your investors if you, your subsidiaries, or other
entities: (i) inadvertently conclude that such permissions or approvals are not required, or
(ii) applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future.

September 27, 2024
Page 4
Voting Power, Implied Ownership and Implied Share Values of PubCo Upon Consummation of
the Business Combination, page 41
12.We note your tabular presentation on pages 42 and 110 illustrating the impact of potential
redemptions on the per share value of the shares owned by non-redeeming AlphaTime
shareholders. Please refer to Item 1604(c) of Regulation S-K and revise your disclosure in
the tabular presentation to include the following for each of the redemption levels:
•the net tangible book value as of the most recent balance sheet date;
•separate line items showing the nature and amount of each adjustment to the net
tangible book value arising from material probable or consummated transactions and
other material effects, including transaction expenses, payment of deferred
underwriting compensation, and any other financing transactions;
•separate line items showing the nature and amount of any adjustments to the number
of shares used to determine the per share component of net tangible book value per
share that is probable or consummated, including all financing transactions, earnouts,
etc.;
•the offering price in the initial registered offering by Alphatime Acquisition Corp;
and
•the difference between the offering price above and the adjusted net tangible book
value at each redemption level.
Summary of Risk Factors, page 42
13.We note your response to prior comment 18 and reissue in part. Please revise this section
to specifically discuss risks and uncertainties regarding the enforcement of laws and that
rules and regulations in China can change quickly with little advance notice; and the risk
that the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. Acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors.
Selected Historical Financial Information of HCYC, page 46
14.We note your response to prior comment 19 and your revised disclosures on pages 47, 81
and 82, which continue to include column headers labeled pro forma balance sheet for
Condensed Consolidated Statement of Operations and Comprehensive Income / (Loss)
data. Please revise the column headers on pages 47, 81 and 82 to properly reflect the pro
forma statement of operations rather than the pro forma balance sheet.
Risk Factors, page 50
15.We note your response to prior comment 24 and reissue. Please include a risk factor
discussing where the insurance industry currently is in terms of its cyclical nature so that
investors may assess the risk.

September 27, 2024
Page 5
Unaudited Pro Forma Condensed Combined Financial Information, page 78
16.We note your disclosure that the unaudited pro forma condensed combined balance sheet
as of March 31, 2024 has been prepared using AMTC’s historical unaudited balance sheet
as of March 31, 2024 and the related notes, included elsewhere in this proxy
statement/prospectus. Please revise your disclosure to address the fact that this proxy
statement/prospectus does not include the referenced March 31, 2024 financial statements.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 82
17.Please revise to cross reference the transaction accounting adjustments to the
corresponding footnote explanations on page 83.
18.Please revise your disclosures on pages 47, 82 and 85 to address the fact that income
(loss) from continuing operations, net income (loss) and net income (loss) attributable to
shareholders in each of the scenarios 1, 2 and 3 does not calculate appropriately.
The Business Combination Proposal
Background of Business Combination, page 93
19.We note your response to prior comment 31 and your revised disclosure. Please refer to
Item 1605 of Regulation S-K and include the information required by this item. Further,
significantly expand this section to include the following information:
•any discussions with the target about the potential loss of clients in the near future or
other event that may materially affect the target's prospects or its financial projections
for future performance of the business;
•any discussions relating to the assumptions underlying any target projections;
•any discussions about continuing employment or involvement for any
persons affiliated with the SPAC before the merger and any pre-existing relationships
between SPAC sponsors and additional investors, if any;
•any negotiations of any contingent payments to be received by target shareholders or
any arrangements whereby any shareholder agrees to waive its redemption rights;
•describe the federal income tax consequences of the de-SPAC transaction to the
SPAC, the target company, and their respective security holders; and
•revise the timeline of the business combination subsection to identify the persons
from each party who took part in the merger discussions.
20.Please revise here to include all of the information required by Item 1609 of Regulation S-
K.
Opinion of ATMC’s Company’s Financial Advisor, page 98
21.We note your response to prior comment 34 and reissue. Please revise this section to
disclose whether or not the financial advisor relied on any financial projections in
analyzing the transaction and rendering the opinion. If the financial advisor relied on
financial projections, please also disclose the key assumptions underlying the projections.
Reasons for AlphaTime Board's Approval of the Business Combination, page 100
We note your response to prior comment 35 and reissue. We note your enumeration of
different factors the board of AlphaTime considered in approving the business 22.

September 27, 2024
Page 6
combination. Please provide additional disclosure that explains how each factor supports
the board’s recommendation.
Sponsors' Prior SPAC Experiences, page 107
23.Please revise here or in another appropriate section to include information required by
Items 1603(a)(4) and 1603(a)(5) of Regulation S-K.
Taylor Zhang: TenX Keane Acquisition, page 107
24.Please revise this section to describe the general character of the sponsor's business. Refer
to Item 1603(a)(2) of Regulation S-K.
AlphaTime's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Underwriting Agreement, page 143
25.We note your response to prior comment 39 and reissue. We note that a part of the IPO
underwriting commission was deferred. Please disclose whether the underwriter
performed additional services for the parties of the merger agreement after the SPAC's
IPO and if the deferral was conditioned on completion of the business combination. If the
underwriter performed additional services after the SPAC IPO, please also quantify the
fees payable for such services or advise.
Information Related to HCYC
Hong Kong's Insurance Penetration Rate, page 149
26.We note your response to prior comment 41. Please update the information in this section
because year 2022 information appears to be outdated or advise.
Business of HCYC, page 151
27.We note your disclosure on page 151 in response to prior comment 43 and reissue in part.
Please revise this section to explain how you provide services to clients, such as through
an online platform, an app, or otherwise. If you provide services through an online
platform, provide sufficient detail about how the platform operates, who operates the
platform, etc.
Overview, page 151
28.Please revise to provide support for your statements in the sixth full paragraph in this
section or state that it is the belief of management.
Customers, page 154
29.We note your response to prior comment 52. Please revise your disclosure to discuss the
process by which you acquire new insurer partners.
30.We note your disclosure that HC