SecProbe.io

CORRESP
1
filename1.htm

 May
5,  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. 2 to Registration Statement on Form F-4

    Filed
    December 20, 2024

    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 letter, dated January 13, 2025, relating to HCYC’s Amendment No. 2 to Registration Statement on Form F-4 filed December
20, 2024.

HCYC
is filing via EDGAR Amendment No. 3 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. 2 to Registration Statement on Form F-4

General

1. 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 separately captioned risk factor to describe the notice and the material risks to investors.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on pages 47-48 and 72 has been revised to address
the Staff’s comment.

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.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 4 has been revised to address the Staff’s
comment.

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.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 47 has been revised to address
the Staff’s comment.

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.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 84 has been revised to address the Staff’s
comment.

5. Please
                                            revise your disclosure on page 83 to reflect the fact that the unaudited proforma 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”).

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 84 has been revised to address
the Staff’s comment.

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.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 120 has been revised to address
the Staff’s comment.

7. 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;”
                                            and

 ● “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.”

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on page 120 has been revised to address
the Staff’s comment.

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 do so.

Response:
We acknowledge the Staff’s comment and have concluded that we are unable to quantify the assumptions (1) obtaining operating
funds, (2) time and cost to acquire clients, and (3) customer growth base and retention from the comment, since these assumptions inherently
involve projections of future events and conditions. By their nature, such forward-looking statements are subject to significant uncertainties
and risks that are difficult, if not impossible, to quantify with precision. Unforeseen events, changes in market dynamics, and the evolving
competitive landscape can significantly impact actual results. HCYC’s management primarily assumes that the variables mentioned
in the comment will not experience a material adverse change in the foreseeable future, so as not to significantly affect the company’s
operations and growth.

For
the assumptions (4) profit forecasts including sales volume, gross margin, cost of revenue, expense levels and tax levels, and (5) administration
and operating costs, the disclosure on page 120 has been revised to address the Staff’s comment.

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.

Response:
We acknowledge the Staff’s comment and advise the Staff that at the disclosure on pages 201 and F-22 - F-44 has 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