SecProbe.io

January 13, 2025
Xiameng Ding
Chief Executive Officer
HCYC Holding Company
HCYC Group Company Limited
Suite 1008, 10/F., Ocean Centre, Harbour City,
5 Canton Road, Tsim Sha Tsui, Hong Kong
Re:HCYC Holding Company
HCYC Group Company Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed December 20, 2024
File No. 333-282624
Dear Xiameng Ding:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 9, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
We note your disclosure on pages F-19 and F-37 stating that you received a Nasdaq
delisting notice from the staff of the Listing Qualifications Department of
the Nasdaq Stock Market regarding non-compliance with Listing Rule 5450(a)(2),
which requires you to have at least 400 total holders for continued listing on the
Nasdaq Global Market. Please revise your disclosure in the summary and risk factors
sections of the filing to describe the Nasdaq notice, your plans for regaining
compliance, and consequences of delisting. In addition, provide an update on the
status of this notice and the status of any hearing related to the notice. Finally, add a 1.

January 13, 2025
Page 2
separately captioned risk factor to describe the notice and the material risks to
investors.
Financial Statement Presentation, page 4
2.Please revise your disclosure on page 4 to appropriately reflect that financial
statements of PubCo have been included in the proxy statement/prospectus.
Summary of the Proxy Statement/Prospectus
Redemption Rights, page 47
3.We note your response to prior comment 2 and your revised disclosure describing the
shareholders' redemption rights. Please further expand your discussion to describe the
rights of non-redeeming  shareholders and the events that permit for redemption, such
as extensions of deadlines to consummate the merger or other events.
Unaudited Pro Forma Condensed Combined Financial Information, page 83
4.We note your disclosure on page 84 that the combined company will adopt December
31 as its fiscal year end. We also note your disclosure beginning on page F-57
indicating that HCYC Holding Company (“PubCo”) has a fiscal year end of March
31, and your disclosure on page 69 that PubCo will be required to include a report
from management on the effectiveness of its internal control over financial reporting
in its annual report on Form 20-F beginning with the annual report for the fiscal year
ending March 31, 2025. Please revise your disclosure as appropriate to clarify the
fiscal year end for both HCYC Holding Company (“PubCo”) and for the combined
company post-closing.
5.Please revise your disclosure on page 83 to reflect the fact that the unaudited pro
forma condensed combined financial statements have been prepared using, and should
be read in conjunction with, HCYC Holding Company’s (“PubCo”) financial
statements, included elsewhere in the proxy, in addition to the financial statements of
AlphaTime Acquisition Corp (“ATMC”) and HCYC Group Company Limited
(“HCYC”).
The Business Combination Proposal
Assumptions and Basis for the Projected Financial Metrics Table, page 118
6.We note your response to prior comment 4 and your disclosure that HCYC's
management team considered various material assumptions, including but not limited
to those listed on page 118. We also note your revised disclosure that HCYC has
assumed significantly increased revenue growth rates during each of the fiscal years
ended March 31, 2025 through March 31, 2028. Please quantify the assumed
increases in revenue growth rates for each of the fiscal years and disclose if you are on
track to achieve the March 31, 2025 assumed revenue growth rate.
We note your response to prior comment 5. Please refer to your disclosure on page
118 and remove the following disclaimers:
•"shareholders are strongly cautioned not to place undue reliance, if any, on the
HCYC Management Projections, and not to rely on these projections in making
any decision regarding the Business Combination;" and7.

January 13, 2025
Page 3
•"the inclusion of the HCYC Management Projections in this proxy
statement/prospectus should not be regarded as an indication that HCYC or its
representatives considered or currently consider the projections to be a reliable
prediction of future events, and readers of this proxy statement/prospectus are
cautioned not to place undue reliance on these projections."
8.We note that in addition to the projected revenue growth rates, you listed some
quantifiable assumptions, such as (1) obtaining operating funds, (2) "time and cost to
acquire clients," (3) customer growth base and retention, (4) profit forecasts including
sales volume, gross margin, cost of revenue, expense levels and tax levels, and (5)
administration and operating costs. Please revise to quantify the above-mentioned
assumptions the HCYC management made or tell us why you are unable to dos so.
Report of Independent Registered Public Accounting Firm, page F-56
9.We note your response to comment 7. In your next amendment, please provide
audited financial statements for the registrant, HCYC Holding Company,
accompanied by a signed independent accountants’ report. Please also provide the
disclosure required by Item 509 of Regulation S-K related to HCYC Holding
Company’s audited financial statements in the Experts section on page 197 and a
consent from HCYC Holding Company’s auditor.
            Please contact Lory Empie at 202-551-3714 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael J. Blankenship, Esq.