AlphaTON Capital Corp美股招股说明书(2025-12-09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 November 26, 2025 (the “November 26, 2025 Form 6-K”).Accordingly, we have attached the November 26, 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 December 8, 2025, theclosing sale price of our Ordinary Shares as reported on Nasdaq was $1.76. 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. The date of this prospectus supplement is December 9, 2025 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 November 2025 Commission File Number:001-40086 ALPHATON CAPITAL CORP(Translation of registrant's name into English) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ X ] 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 registrationstatement on Forms S-8 (File Nos. 333-275842 and 333-289199) and Forms F-3 (File Nos. 333-286961, 333-290827 and 333-291341)of the company (including any prospectuses forming a part of 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. ATM Agreement On November 25, 2025, AlphaTON Capital Corp., (formerly known as Portage Biotech, Inc.) (the “Company”) filed with theSecurities and Exchange Commission (the “SEC”) a prospectus supplement (the “ATM Prospectus”) for the offer and sale of up to$15,307,818 of our ordinary shares (the “Shares”) pursuant an At-The Market-Offering Agreement (the “ATM Agreement”), withChardan Capital Markets, LLC (“Chardan”), dated July 31, 2025. The offer and sale of the Shares, if any, will be made pursuant to a shelf registration statement on Form F-3 and the related baseprospectus (File No. 333-286961) initially filed by the Company with the SEC, on May 5, 2025, as amended on May 12, 2025, anddeclared effective by the SEC on May 14, 2025, and the related ATM Prospectus. The Shares may be offered and sold (A) in privately negotiated transactions with the Company's consent, (B) as block transactions; or(C) by any other method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the SecuritiesAct, including sales made directly on the Nasdaq Capital Market, sales made into any other existing trading market in the UnitedStates for the Ordinary Shares, and sales made to or through a market maker other than on an exchange. The Agent is not required tosell any number or dollar amount of the Shares but will act as a sales agent and use its commercially reasonable efforts consistent withits normal trading and sales practices and applicable law and regulations to sell on the Company's behalf all of the Shares requested tobe sold by the Company. The offering of the Shares pursuant to the ATM Agreement and the ATM Prospectus will terminate upon theearlier of (a) the sale of the Shares pursuant to the ATM Prospectus having an aggregate sales price of $15,307,818, or (b) terminationof the ATM Agreement as permitted therein. The Company will pay to the Agent a fixe