| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Alphatime Acquisition Corp (Name of Issuer) |
Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G0223V105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G0223V105 |
| 1 | Names of Reporting Persons ATW SPAC MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 188,093.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G0223V105 |
| 1 | Names of Reporting Persons Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 188,093.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G0223V105 |
| 1 | Names of Reporting Persons Antonio Ruiz-Gimenez | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SPAIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 188,093.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Alphatime Acquisition Corp | |
| (b) | Address of issuer's principal executive
offices: 500 Fifth Avenue, Suite 938 New York, NY 10110 | |
| Item 2. | ||
| (a) | Name of person filing: ATW SPAC Management LLC*
Antonio Ruiz-Gimenez*
Kerry Propper* | |
| (b) | Address or principal business office or, if
none, residence: 1 Pennsylvania Plaza, 48th Floor New York, New York 10119 | |
| (c) | Citizenship: ATW SPAC Management LLC- Delaware Antonio Ruiz-Gimenez - Spain Kerry Propper - United States | |
| (d) | Title of class of securities: Ordinary Shares, $0.0001 par value | |
| (e) | CUSIP No.: G0223V105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: ATW SPAC Management LLC - 188,093*
Antonio Ruiz-Gimenez - 188,093*
Kerry Propper - 188,093*
*The Ordinary Shares (the "Shares") of Alphatime Acquisition Corp (the "Issuer") are held by one or more private funds managed by ATW SPAC Management LLC, a registered investment adviser (the "Adviser"), which has been delegated exclusive authority to vote and/or direct the disposition of certain of such Shares. Antonio Ruiz-Gimenez and Kerry Propper are managing members of the Adviser. The percentages reported herein are based upon the 6,873,426 Shares issued and outstanding as of November 19, 2024 as disclosed in the Issuer's Form 10-Q filed with the SEC on November 19, 2024. This report shall not be deemed an admission that any reporting person herein or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein, if any. | |
| (b) | Percent of class: ATW SPAC Management LLC - 2.7%
Antonio Ruiz-Gimenez - 2.7%
Kerry Propper - 2.7% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: ATW SPAC Management LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (ii) Shared power to vote or to direct the
vote: ATW SPAC Management LLC- 188,093
Antonio Ruiz-Gimenez - 188,093
Kerry Propper - 188,093 | ||
| (iii) Sole power to dispose or to direct the
disposition of: ATW SPAC Management LLC- 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: ATW SPAC Management LLC- 188,093
Antonio Ruiz-Gimenez - 188,093
Kerry Propper - 188,093 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
Exhibit I - JOINT FILING STATEMENT