AlphaTON Capital Corp美股招股说明书(2025-11-26版)

ALPHATON CAPITAL CORP Up to $15,307,818Ordinary Shares We have entered into an At The Market Offering Agreement, or the Sales Agreement, with Chardan Capital Markets, LLC, or theSales Agent, relating to our ordinary shares, no par value, offered by this prospectus supplement and the accompanying baseprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares from time to timethrough the Sales Agent, acting as sales agent or principal. On October 9, 2025, we filed with the Securities and ExchangeCommission a separate prospectus supplement for the offer and sale of up to $18,473,482 of our ordinary shares pursuant to theSales Agreement, or the October 2025 Prospectus Supplement, under a shelf registration statement on Form F-3 (Registration No. Our ordinary shares are listed on the Nasdaq Capital Market, under the symbol “ATON.” On November 24, 2025, the last reportedsales price of our ordinary shares on the Nasdaq Capital Market was $2.74 per share. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, sales of our ordinaryshares, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be "at themarket offering" as defined in Rule 415(a)(4) promulgated under the U.S. Securities Act of 1933, as amended, or the SecuritiesAct, including without limitation sales made directly on or through the Nasdaq Capital Market, or any other existing trading marketin the United States for our ordinary shares, sales made to or through a market maker other than on an exchange or otherwise,directly to the Sales Agent as principal in negotiated transactions at market prices prevailing at the time of sale or at prices relatedto such prevailing market prices or in any other method permitted by law. The Sales Agent is not required to sell any number or 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 thegross sales price per share of all the ordinary shares sold through the Sales Agent as agent under the Sales Agreement. See "Plan of 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 ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,including liabilities under the Securities Act and the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. This Investing in our securities involves a high degree of risk. See the sections of this prospectus supplement and theaccompanying prospectus entitled "Risk Factors" beginning on page S- 8 of this prospectus supplement, page 4 of the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Chardan Capital Markets, LLC The date of this prospectus supplement is November 25, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARY ABOUT THIS PROSPECTUS This prospectus supplement and the accompanying base prospectus are part of a "shelf" registration statement on Form F-3 (FileNo. 333-286961) that we filed with the U.S. Securities and Exchange Commission, or the SEC, and was declared effective by theSEC on May 14, 2025. This prospectus supplement and the accompanying base prospectus relate to an "at the market" offering ofour ordinary shares. Before buying any of the ordinary shares offered hereby, we urge you to read carefully this prospectussupplement, the accompanying base prospectus, and the documents incorporated by reference into this prospectus supplement andthe accompanying base prospectus. You should also read and consider the information in the documents to which we have referred This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofour ordinary shares and also adds to and updates information contained in the accompanying base prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying base prospectus. The second part, theaccompanying base prospectus, provides more general information, some of which may not apply to this offering. Generally, whenwe refer to "this prospectus," we are referring to both parts of this document combined. The information included or incorporatedby reference in this prospectus supplement also adds to, updates, and changes information contained or incorporated by reference You sh