SecProbe.io

June 2, 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. 3 to Registration Statement on Form F-4
Filed May 6, 2025
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 January 13, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-4
General
1.Please update your registration statement throughout to provide disclosure as of
a recent date. As examples only, we note that your beneficial ownership tables on
pages 183 and 184 are as of January 4, 2024. Similarly, it appears that your related
party transactions section has not been update to include new related party
transactions listed in Note 4 to the financial statements on page F-50.
Based on your disclosure on page F-50 it appears that there may be an outstanding
loan to Mr. Kwok Wai Man, Chief Executive Officer of HCYC HK. Please tell us if
there are outstanding loans to be paid off by your officers or directors and if so if the 2.

June 2, 2025
Page 2
loans will be paid off prior to completion of the merger.
3.We note your disclosure on page F-53 that "[f]or six months ended September 30,
2024, three customers accounted for approximately 45.5 %, 41.8 % and 12.1 % of the
Company’s total revenue. For the six months ended September 30, 2023, two
customers accounted for approximately 81.0 % and 13.4 % of the Company’s total
revenue. As of September 30, 2024, two customers’ accounts receivable accounted
for 72.2 % and 17.3 % of the total outstanding accounts receivable balance. Two
customers accounted for approximately 63.7 % and 32.9 % of the total accounts
receivable balance as of March 31, 2024." Please revise your business section and the
risk factor on page 54 to update information related to your customer concentrations.
Summary of the Proxy Statement/Prospectus
Selected Unaudited Financial Information of HCYC, page 26
4.Please revise your discussion here, and on page 162, to properly reflect gross profit of
$1,407,344 for the fiscal year ended March 31, 2024, compared to $308,694 for the
same period of 2023.
Recent Developments, page 47
5.We note your response to prior comment 1, and your revised disclosure on pages 47
and 72. Noting that your extension to comply with the Nasdaq Minimum Public
Holders Rule appears to have passed as of of May 28, 2025, please update your
disclosure here and in the risk factor starting on page 72 as it relates to compliance
with this rule. Similarly, update your disclosure related to compliance with the Nasdaq
Minimum Market Value of Listed Securities Requirement.
Redemption Rights, page 47
6.We note your response to prior comment 3 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.
7.We note your disclosure that "AlphaTime does not expect to extend the time period to
consummate its initial business combination beyond 36 months from the closing of
the IPO (any such extension would be made in compliance with Nasdaq Rule 5101-
2(d))." We also note that you are currently listed on Nasdaq and that Nasdaq Rule
5815 was amended effective October 7, 2024 to provide for the immediate suspension
and delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on December 30, 2025.
Alphatime's Management's Discussion and Analysis
Other Contractual Obligations, page 153
We note that you have removed the disclosure that "[a]fter the Company's IPO, the 8.

June 2, 2025
Page 3
underwriters of the Company did not provide other additional services for the merger
agreement and no additional services fees were incurred. The deferred underwriting
commission will be paid upon the completion of the initial business combination."
Please reinstate your prior disclosure or provide updated disclosure related to
underwriter compensation.
Transforming the Customer Journey, page 164
9.Please revise your disclosure on pages 54 and 164 to include the percentage of
revenue and accounts receivable attributed to your two major partnered insurance
providers, similar to that provided on page F-39.
HCYC's Management's Discussion and Analysis
Results of Operations
Cost of Revenues, page 179
10.We note your disclosure that the number of first-year policy referral purchases
increased from 485 for the six months ended September 30, 2023 to 239 for the six
months ended September 30, 2024. Please revise your disclosure to clarify whether
referral purchases increased or decreased and to ensure that the metrics provided are
consistent with this disclosure.
Gross Profit, page 179
11.Please revise your disclosure to clarify, if true, that the decrease in gross profit was
primarily due to a decrease in the number of first-year policies facilitated.
Compensation and benefits, page 179
12.Please revise your disclosure to include compensation and benefits as a separate line
item in your breakdown of general and administrative expenses so that it agrees to
your statements of operations. Alternatively, revise your disclosure to clarify that
compensation and benefits expense is included in total general and administrative
expenses as disclosed in your statements of operations.
Item 21. Exhibits and Financial Statement Schedules, page II-1
13.We note your disclosure on page F-9 that on April 14, 2025 you amended and restated
the promissory notes with Alphamade Holding LP. Please file the amended
promissory notes as exhibits to your registration statement or advise.

June 2, 2025
Page 4
            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.