AlphaTON Capital Corp美股招股说明书(2025-10-23版)

AlphaTON Capital Corp 481,581 Ordinary Shares underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7,2023 (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 October 23, 2025 (the “October 23, 2025 Form 6-K”). Accordingly, wehave attached the October 23, 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 “ATON”. On October 22, 2025, theclosing sale price of our Ordinary Shares as reported on Nasdaq was $5.12. 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 disapproved ofthe 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 October, 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 Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961 and 333-290827) 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. Management Changes On October 24, 2025, AndreaPark, Chief Financial Officer of AlphaTON Capital Corp (the “Company”), will depart from theCompany, andWes Levitt will join the Company as Chief Financial Officer. In connection with Mr. Levitt’s appointment as Chief Financial Officer, on October 22, 2025, the Company entered into anindependent contractor agreement with Mr. Levitt (the “Levitt Contractor Agreement”). Pursuant to the Levitt Contractor Agreement, Mr. Levitt is entitled to an annual base fee of $250,000 in cash and $250,000 worth ofTON tokens. Mr. Levitt will also be eligible to receive an annual performance bonus target of 200% of base compensation (both cashand TON) based on performance metrics, with threshold (50%) and maximum overperformance (400%) payout features. Mr. Levittwill be eligible for an annual equity performance bonus ranging from $250,000 to $1,000,000 based on performance metrics. Mr.Levitt will also be granted annual equity grants under the Company’s equity incentive plan of $250,000 in the form of restricted stockunits and/or stock options, which will vest 25% per year over four years. Additionally, Mr. Levitt shall be responsible for his ownbenefits, insurance and tax obligations, provided, however, that the Company will contribute a stipend towards certain benefits. Mr.Levitt is also entitled to certain additional benefits as described more fully in the Levitt Contractor Agreement. In the event Mr. Levittis terminated without Cause or Mr. Levitt terminates his service for Good Reason (each as defined in the Levitt ContractorAgreement), Mr. Levitt will be entitled to: (i) an amount equal to 24 months of his then-current base fee, (ii) two times his targetbonus, (iii) a pro-rated portion of his current year bonus based on actual performance, (iv) continuation of health and welfare stipendsfor 12 months, (v) acceler