SecProbe.io

CORRESP
1
filename1.htm

September
18, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    HCYC Holding Company

    Amendment No. 6 to Registration Statement on Form
    F-4

    Filed August 21, 2025

    File No. 333-282624

Ladies
and Gentlemen:

On
behalf of our client, AlphaTime Acquisition Corp. (“ATMC”) and HCYC Holding Company (“HCYC”), represented
by Celine & Partners, PLLC, we are writing to submit 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 communications to ATMC and HCYC, relating to HCYC’s Amendment No. 6 to Registration Statement on Form F-4 filed August 21,
2025.

HCYC
is filing via EDGAR Amendment No. 7 to Registration Statement on Form F-4, which reflects 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 responses thereto.

Amendment
No. 6 to Registration Statement on Form F-4

 1. We
                                            note your disclosure on p. 100 and stipulation in Section 8.11 of the Business Combination
                                            Agreement that the Company will use best efforts to secure PIPE financing. We also note that
                                            Merger agreement refers to PIPE financing as a condition to the SPAC’s obligations.
                                            Please tell us the status of any PIPE financing and revise your disclosure accordingly.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on pages 28, 29, 100 and 102 have been
revised to address the Staff’s comment.

 2. We
                                            note that you believe that you are not required to obtain regulatory approval from the China
                                            Securities Regulatory Commission (“CSRC”). Please explain how you came to this
                                            determination and whether you consulted counsel. If you relied on an opinion of counsel to
                                            reach these conclusions, then counsel should be named and a consent of counsel filed as an
                                            exhibit. If you did not consult counsel, then explain why, as well as the basis for your
                                            conclusions regarding whether approvals are required. On the Cover Page, please also state
                                            each permission or approval that you or your subsidiaries are required to obtain from Chinese
                                            authorities to operate your business and to offer the securities being registered to foreign
                                            investors. State whether you or your subsidiaries are covered by permissions or approvals
                                            and whether any permissions or approvals have been denied. Please also describe the consequences
                                            to you and your investors if you or your subsidiaries: (i) do not receive or maintain such
                                            permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
                                            are not required, or (iii) applicable laws, regulations, or interpretations change and you
                                            are required to obtain such permissions or approvals in the future.

Response: We
acknowledge the Staff’s comment and advise the Staff that at the disclosure on the cover page and pages 40 and 71 have
been revised to address the Staff’s comment.

 3. We
                                            note your disclosure regarding Nasdaq delisting notices and a notice disclosed via a Current
                                            Report on Form 8-K regarding a delisting notice for failure to satisfy Listing Rule 5420(a)(2).
                                            Please update your disclosure in your Prospectus Summary and Risk Factors regarding the statuses
                                            of both notices.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on pages 49-50, 75 and F-21 have been revised
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