Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275229
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 7, 2023)
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 amended most recently by the post-effective amendment filed on August 23, 2024, with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on December 31, 2025 (the “December 31, 2025 Form 6-K”). Accordingly, we have attached the December 31, 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 not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the 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, the closing 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 these securities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 9 of 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 of the securities offered in the Prospectus or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 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. | |
| 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 registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961, 333-290827, 333-291341 and 333-291921) of AlphaTON Capital Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
As previously disclosed, in connection with AlphaTON Capital Corp’s (the “Company”) September 2025 private placement financing (the “Sept. 2025 Private Placement Financing”), the Company entered into certain Side Letter Agreements (each, a “Side Letter”) with certain investors in the Sept. 2025 Private Placement Financing. The Side Letters granted an irrevocable right and option to these investors to require the Company to repurchase all the ordinary shares of the Company (“Ordinary Shares”) received by the respective investor in exchange for the consideration initially provided by the respective investor to the Company (the “Put Option”). The period in which the Put Option may be exercised varies from six to twelve months, depending on the investor, after the September 25, 2025 closing of the Sept. 2025 Private Placement Financing.
On December 8, 2025, one of these investors exercised its Put Option, obligating the Company to transfer to the investor 1,230,590.71 locked TON tokens and 187,515.21 liquid TON tokens (which represents the consideration initially provided by this investor to the Company), with no adjustment for value, in exchange for the repurchase by the Company of the 658,644 Ordinary Shares received by this investor in the Sept. 2025 Private Placement Financing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 23, 2025
ALPHATON CAPITAL CORP
| By: | /s/ Brittany Kaiser | |
| Brittany Kaiser | ||
| Chief Executive Officer | ||