United States securities and exchange commission logo
January 8, 2024
Dajiang Guo
Chief Executive Officer
AlphaTime Acquisition Corp
500 5th Avenue, Suite 938
New York, NY 10110
Re: AlphaTime
Acquisition Corp
Form 10-K for the
Year Ended December 31, 2022
Response Dated
December 26, 2023
File No. 001-41584
Dear Dajiang Guo:
We have reviewed your December 26, 2023 response to our comment
letter and have the
following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our December 21,
2023 letter.
Form 10-K for the Year Ended December 31, 2022
Evaluation of Disclosure Controls and Procedures, page 76
1. We note your response
to our comment. Please note that simply making revisions to
future periodic filings
will not be sufficient. Please revise your periodic reports filed to
date to include the
required disclosures pursuant to Item 307 of Regulation S-K. As a
part of your process,
please consider whether failure to include the required disclosures
previously impacts
conclusions regarding the effectiveness of your disclosure controls and
procedures as of the
end of the period covered by the report. In particular, please
consider the definition
of disclosure controls and procedures provided in Rule 13a-15(e),
which indicates that
effective controls and procedures would ensure that information
required to be
disclosed by the issuer is recorded, processed, summarized and reported
within the time periods
specified in the Commission's rules and forms. In light of these
facts, if management
concludes that the disclosure controls and procedures were effective
Dajiang Guo
AlphaTime Acquisition Corp
January 8, 2024
Page 2
nonetheless, please tell us the factors you considered and highlight for
us those factors that
supported your conclusion.
Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468
if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
FirstName LastNameDajiang Guo
Division of
Corporation Finance
Comapany NameAlphaTime Acquisition Corp
Office of Real
Estate & Construction
January 8, 2024 Page 2
cc: Michael Blankenship, Winston & Strawn
FirstName LastName