AlphaTON Capital Corp美股招股说明书(2025-10-09版)

ALPHATON CAPITAL CORP Up to $18,473,482Ordinary Shares This prospectus supplement replaces the prospectus supplement of our company, filed with the Securities and Exchange Commissionon September 3, 2025, for the purpose of increasing the amount of our ordinary shares that we are able to sell pursuant to theregistration statement of which this prospectus supplement is a part. We have entered into an At The Market Offering Agreement, or the Sales Agreement, with Chardan Capital Markets, LLC, or the SalesAgent, relating to our ordinary shares, no par value, offered by this prospectus supplement and the accompanying base prospectus. Inaccordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares having an aggregate offering price of upto $18,473,482 from time to time through the Sales Agent, acting as sales agent or principal. Our ordinary shares are listed on the Nasdaq Capital Market, under the symbol “ATON.” On October 8, 2025, the last reported salesprice of our ordinary shares on the Nasdaq Capital Market was $10.91 per share. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, sales of our ordinary shares,if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be "at the market offering"as defined in Rule 415(a)(4) promulgated under the U.S. Securities Act of 1933, as amended, or the Securities Act, including withoutlimitation sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in the United States forour ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent asprincipal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market pricesor in any other method permitted by law. The Sales Agent is not required to sell any number or dollar amount of our ordinary sharesbut will act as a sales agent and will use its commercially reasonable efforts consistent with its normal trading and sales practices andapplicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market and pursuant to the terms andconditions set forth in the Sales Agreement. There is no arrangement for funds to be received in any escrow, trust or similararrangement. We will pay the Sales Agent a total commission for its services in acting as agent in the sale of ordinary shares up to 3.0% of the grosssales price per share of all the ordinary shares sold through the Sales Agent as agent under the Sales Agreement. See "Plan ofDistribution" for information relating to certain expenses of the Sales Agent to be reimbursed by us. In connection with the sale of the ordinary shares on our behalf, the Sales Agent will be deemed to be an "underwriter" within themeaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, includingliabilities under the Securities Act and the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. This offeringpursuant to this prospectus supplement will terminate upon the earlier of (1) the sale of ordinary shares pursuant to this prospectussupplement having an aggregate sales price of $18,473,482, and (2) the termination by us or the Sales Agent of the Sales Agreementpursuant to its terms. The aggregate market value of our outstanding ordinary shares held by non-affiliates, or the public float, as of the date hereof pursuantto General Instruction I.B.5. of Form F-3, is approximately $63,921,635, which was calculated based upon 5,858,995 outstandingordinary shares held by non-affiliates at a price of $10.91 per share, the closing price of our ordinary shares on August 22, 2025 (whichwas the highest closing sale price of our ordinary shares on the Nasdaq Capital Market within 60 days prior to the date hereof). We have sold 187,500 ordinary shares for gross proceeds of $2,833,729 pursuant to General Instruction I.B.5 of Form F-3 during the12 calendar months prior to and including the date of this prospectus supplement. Accordingly, based on our public float of$63,921,635, as of the date hereof, and in accordance with General Instruction I.B.5 of Form F-3, we may sell our securities in apublic primary offering with a value not to exceed $18,473,482 (which is less than one-third of our public float equal to $21,307,211,less $2,833,729 received for the sale of 187,500 ordinary shares sold within the prior twelve months pursuant to the registrationstatement of which this prospectus supplement is a part) in any 12-month calendar period. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a valueexceeding more tha