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AlphaTON Capital Corp美股招股说明书(2025-09-25版)

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AlphaTON Capital Corp美股招股说明书(2025-09-25版)

481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-275229), as amendedmost recently by the post-effective amendment filed on August 23, 2024, with the information contained in our current report on Form6-K, furnished to the Securities and Exchange Commission on September 25, 2025 (the “September 25, 2025 Form 6-K”).Accordingly, we have attached the September 25, 2025 Form 6-K to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PRTG”. On September 25, 2025, theclosing sale price of our Ordinary Shares as reported on Nasdaq was $6.25. Investing in the securities offered in the Prospectus involves a high degree of risk. Before making any investment in thesesecurities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 9of the Prospectus, and in the other documents that are incorporated by reference into the Prospectus. Neither the Securities and Exchange Commission nor any state or non-U.S. regulatory body has approved or disapprovedof the securities offered in the Prospectus or passed upon the accuracy or adequacy of the Prospectus or this prospectussupplement. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number:001-40086 AlphaTON Capital Corp(Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110(Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. INCORPORATION BY REFERENCE This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registrationstatements on Form S-8 (File No. 333-275842 and 333-289199) and Form F-3, as amended (File No. 333-286961) of AlphaTONCapital Corp (including any prospectuses forming a part of each such registration statement) and to be a part thereof from the date onwhich this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. On September 25, 2025, AlphaTON Capital Corp (the “Company”) issued a press release announcing the closing of the privateplacement. A copy of the press release is attached hereto as Exhibit 99.1. EXHIBITS SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Date: September 25, 2025 ALPHATON CAPITAL CORP AlphaTON Capital Corp Successfully Closes $71 million Financingand Completes Initial TON Token Acquisition Company Establishes Strong Balance Sheet Foundation with TON Treasury Position to Drive Telegram Ecosystem Growth DOVER, DE, September 25, 2025– AlphaTON Capital Corp ("AlphaTON Capital" or the "Company") (Nasdaq: ATON), aspecialized digital asset treasury company focused on the Telegram ecosystem, today announced the successful closing of itspreviously announced financings and the completion of its initial TON token acquisition, establishing a robust treasury foundation andhigh-profile relationships to execute its growth strategy. The Company successfully closed its private placement of approximately 6.32 million ordinary shares (or pre-funded warrants in lieuthereof) at $5.73 per share (less $0.001 per pre-funded warrant), raising gross proceeds of approximately $36.2 million. Additionally,AlphaTON Capital closed a $35 million loan facility with BitGo Prime, LLC. From these financing transactions, the Companyacquired its first significant treasury tranche of approximately $30 million of TON, establishing AlphaTON Capital as one of thelargest global holders of TON and providing shareholders with significant exposure to Telegram's billion-user ecosystem. The Company has strategic relationships with industry leaders from across the traditional finance and digital asset industries, includingBitGo, Animoca Brands,