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AlphaTON Capital Corp美股招股说明书(2026-01-28版)

2026-01-28美股招股说明书艳***
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AlphaTON Capital Corp美股招股说明书(2026-01-28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 January 28, 2026 (the “January 28, 2026 Form 6-K”). Accordingly, wehave attached the January 28, 2026 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 January 27, 2026, theclosing sale price of our Ordinary Shares as reported on Nasdaq was $0.598. 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 January 28, 2026 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 January, 2026 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, 333-290827, 333-291341 and333-291921) of AlphaTON Capital Corp (including any prospectuses forming a part of such registration statements) and to be a partthereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed orfurnished. On January 28, 2026, AlphaTON Capital Corp issued a press release entitled “AlphaTON Capital Advances Strategic Roadmap withRevenue Generation from Confidential Compute AI Infrastructure.” A copy of the press release is attached hereto as Exhibit 99.1. 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: January 28, 2026 ALPHATON CAPITAL CORP By:/s/ Brittany KaiserBrittany KaiserChief Executive Officer AlphaTON Capital Advances Strategic Roadmap with Revenue Generation fromConfidential Compute AI Infrastructure AlphaTON Raised Net $44 Million in Capital and is Generating Revenue with AI Infrastructure from Telegram’s Cocoon AI New York, NY, Jan. 28, 2026 (GLOBE NEWSWIRE) -- AlphaTON Capital Corp. (Nasdaq: ATON) ("AlphaTON" or the "Company"),the world's leading public technology company scaling the Telegram super-app with an addressable market of one billion monthlyactive users, today provided a comprehensive update on strategic initiatives. The Company has raised net $44 million in capital,expanded its AI infrastructure deployment, and is establishing additional revenue-generating partnerships that position AlphaTON as afoundational infrastructure provider for privacy-preserving artificial intelligence. Balance Sheet Update & Capital Markets Activity AlphaTON has executed a disciplined capital strategy to fund infrastructure expansion while maintaining financial flexibility: Recent Capital Raise: Closed $15 million registered direct offering at $1.00 per share. Majority of net proceeds are allocated toGPU AI infrastructure scaling for Cocoon AI and working capital for the Company.Infrastructure Investment: Initia