UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) (Address of principal executive offices) (zip code) ...

Group 1 - AlphaTime Acquisition Corp has regained compliance with Nasdaq Listing Rule 5450(a)(2) and will transfer its securities listing to the Nasdaq Capital Market effective July 11, 2025 [1][2] - The previously scheduled hearing before the Nasdaq Hearings Panel on July 15, 2025, has been cancelled, allowing the company's securities to continue trading on the Nasdaq Capital Market [2] - AlphaTime Acquisition Corp is a blank check company focused on mergers, capital stock exchanges, asset acquisitions, and similar business combinations, with an intention to target businesses primarily in Asia [3]

Part I [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents AlphaTime Acquisition Corp's unaudited condensed financial statements for the period ended March 31, 2025 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2025, total assets increased to $15.67 million from $15.26 million at year-end 2024, primarily due to an increase in the value of investments held in the Trust Account Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,377 | $1,425 | | Investment held in Trust Account | $15,596,634 | $15,240,284 | | **Total Assets** | **$15,673,372** | **$15,257,022** | | **Liabilities & Shareholders' Deficit** | | | | Total Current Liabilities | $3,629,881 | $3,331,500 | | Total Liabilities | $6,044,881 | $5,746,500 | | Ordinary shares subject to possible redemption | $15,596,634 | $15,240,284 | | Total Shareholders' Deficit | $(5,968,143) | $(5,729,762) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2025, the company reported a net income of $117,969, a decrease from $442,265 in the same period of 2024 Condensed Statement of Operations (Unaudited) | Account | Three months ended March 31, 2025 (USD) | Three months ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Formation and operating costs | $183,402 | $344,903 | | Income earned on Trust Account | $301,371 | $787,168 | | **Net income** | **$117,969** | **$442,265** | | Basic and diluted net income per share, redeemable | $0.20 | $0.12 | | Basic and diluted net loss per share, non-redeemable | $(0.07) | $(0.07) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The shareholders' deficit increased from $(5.73) million at the end of 2024 to $(5.97) million as of March 31, 2025 Changes in Shareholders' Deficit (For the three months ended March 31, 2025) | Description | Amount (USD) | | :--- | :--- | | Balance as of December 31, 2024 | $(5,729,762) | | Subsequent measurement of ordinary shares subject to possible redemption | $(356,350) | | Net income | $117,969 | | **Balance as of March 31, 2025** | **$(5,968,143)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2025, net cash provided by operating activities was $54,931, a significant shift from cash used in the prior year period Condensed Statement of Cash Flows (Unaudited) | Cash Flow Category | Three months ended March 31, 2025 (USD) | Three months ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $54,931 | $(25,625) | | Net cash provided by (used in) investing activities | $(54,979) | $23,137,146 | | Net cash used in financing activities | $0 | $(23,117,146) | | **Net change in cash** | **$(48)** | **$(5,625)** | | Cash—end of the period | $1,377 | $9,429 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its IPO, the proposed merger with HCYC Group, and its liquidity situation, which raises substantial doubt about its ability to continue as a going concern - The company is a Cayman Islands-incorporated SPAC formed to effect a business combination and has not commenced any operations as of March 31, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - On January 5, 2024, the Company entered into a Merger Agreement with HCYC Group Company Limited and related entities for a business combination[44](index=44&type=chunk) - Management has concluded that the company's working capital deficit of **$3.55 million** and its need to complete a business combination by October 4, 2025, raise substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk) - The company has repeatedly extended its business combination deadline, requiring deposits into the Trust Account financed by promissory notes from its Sponsor and target company HCYC. The deadline is now **October 4, 2025**[32](index=32&type=chunk)[33](index=33&type=chunk)[42](index=42&type=chunk) - Subsequent to the quarter end, the company received a Nasdaq non-compliance notice for its Minimum Value of Listed Securities falling below **$50 million**, appointed a new CFO, and borrowed an additional **$285,086** from HCYC[103](index=103&type=chunk)[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, liquidity, and operational results, highlighting its blank check status and going concern risks - The company is a blank check company focused on finding a business combination target in sectors like fintech, clean energy, biotech, AI, and logistics, with a geographic focus on Asia[107](index=107&type=chunk)[108](index=108&type=chunk) - Two significant redemption events occurred. In December 2023, **2,160,774 shares** were redeemed, removing ~**$23.3 million** from the Trust Account. In December 2024, another **3,403,976 shares** were redeemed, removing ~**$38.9 million**[118](index=118&type=chunk)[120](index=120&type=chunk) - As of March 31, 2025, the company had a cash balance of only **$1,377** and a working capital deficit of **$3,553,143**, indicating severe liquidity constraints[114](index=114&type=chunk) - The company is reliant on non-interest bearing loans from its Sponsor and the merger target, HCYC, to fund operations and the required monthly extension payments of **$55,000** to maintain the Trust Account[114](index=114&type=chunk)[117](index=117&type=chunk)[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is therefore not required to provide the information requested under this item - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[148](index=148&type=chunk) - The company believes there is no material exposure to interest rate risk as Trust Account funds are invested in short-term U.S. government treasury securities or money market funds[124](index=124&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[149](index=149&type=chunk) - The ineffectiveness was attributed to a material weakness in internal control over financial reporting concerning the insufficient review of related party transactions[149](index=149&type=chunk) - Management intends to expand and improve its review process for related party transactions to remediate the material weakness[149](index=149&type=chunk) Part II [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that, to the knowledge of its management, there are no material litigation, arbitration, or other governmental proceedings currently pending against the company - There is no material litigation, arbitration, bankruptcy, receivership, or governmental proceeding pending against the company or its management[154](index=154&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed with the SEC on April 15, 2025 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on April 15, 2025[155](index=155&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the company's Initial Public Offering (IPO) and the simultaneous private placement of units Use of Proceeds from IPO and Private Placement | Description | Amount (USD) | | :--- | :--- | | Gross Proceeds from IPO (incl. over-allotment) | $69,000,000 | | Gross Proceeds from Private Placement | $4,092,000 | | Total Transaction Costs | $4,892,699 | | Amount Placed in Trust Account | $70,242,000 | [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports that there is no other information to disclose under this item for the reporting period - None[161](index=161&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by SEC rules[163](index=163&type=chunk) - Inline XBRL data files are included as exhibits for interactive data purposes[163](index=163&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) The company is a Cayman Islands-domiciled blank check company (SPAC) focused on a business combination in Asia, having signed a definitive merger agreement with HCYC Group Company Limited - The company is a blank check company incorporated on September 15, 2021, for the purpose of effecting a business combination and has generated no revenue[17](index=17&type=chunk) - On January 5, 2024, the Company entered into a definitive Agreement and Plan of Merger with **HCYC Group Company Limited**, a Cayman Islands exempted company[29](index=29&type=chunk)[30](index=30&type=chunk) - The deadline to consummate a business combination has been extended to **October 4, 2025**, contingent on monthly extension payments of **$55,000** deposited into the Trust Account[27](index=27&type=chunk) Trust Account and Share Redemption Summary | Date | Event | Shares Redeemed | Redemption Price/Share | Amount Removed from Trust | Remaining Trust Balance | Outstanding Shares | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dec 28, 2023 | First Redemption | 2,160,774 | ~$10.78 | ~$23,302,146 | ~$51,108,602 | 6,873,426 | | Dec 20, 2024 | Second Redemption | 3,403,976 | ~$11.41 | ~$38,852,320 | ~$15,240,284 | 3,469,450 | - The company's acquisition criteria focus on targets with strong management, revenue and earnings growth potential, and strong free cash flow generation[41](index=41&type=chunk) - The company will not consummate a business combination with an entity or business with China operations consolidated through a **VIE structure**[39](index=39&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors.) The company faces substantial risks as a SPAC, including potential liquidation, limited resources due to redemptions, extensive risks related to acquiring a business in China, and a Nasdaq non-compliance notice - The company's independent auditor's report expresses **substantial doubt about its ability to continue as a "going concern"** due to a working capital deficiency of **$3,314,762** as of December 31, 2024[74](index=74&type=chunk) - The company received a notice from Nasdaq on November 29, 2024, for **non-compliance with the Minimum Public Holders Rule**, with a deadline of May 28, 2025, to regain compliance[137](index=137&type=chunk)[139](index=139&type=chunk) - There are significant risks associated with a potential business combination in China, including changes in PRC laws, government intervention, and cybersecurity regulations from the CAC[65](index=65&type=chunk)[256](index=256&type=chunk)[261](index=261&type=chunk) - The requirement to complete a business combination within a limited timeframe may give potential targets leverage in negotiations and reduce the company's ability to conduct thorough due diligence[89](index=89&type=chunk) - The **Holding Foreign Companies Accountable Act (HFCAA)** poses a risk of delisting if the company's auditor cannot be inspected by the PCAOB for two consecutive years[325](index=325&type=chunk)[327](index=327&type=chunk)[335](index=335&type=chunk) [Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination](index=15&type=section&id=Risks%20Related%20to%20our%20Search%20for%2C%20Consummation%20of%2C%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination) This section outlines risks inherent in finding and completing a business combination, including no operating history, liquidation risk, and a depleted trust account making the company less attractive to targets [Risks Related to Our Securities](index=29&type=section&id=Risks%20Related%20to%20Our%20Securities) This section details risks associated with the company's securities, primarily the potential for NASDAQ delisting due to non-compliance and dilution from future share issuances [Risks Related to Our Management](index=36&type=section&id=Risks%20Related%20to%20Our%20Management) This section focuses on risks related to the company's leadership, including high dependency on the management team and potential conflicts of interest due to their obligations to other businesses [Post Business Combination Risks](index=41&type=section&id=Post%20Business%20Combination%20Risks) This section describes risks that could emerge after a business combination, including potential asset write-downs, inability to maintain control, and general operational risks [Risks Related to Acquiring and Operating a Business Outside of the United States](index=45&type=section&id=Risks%20Related%20to%20Acquiring%20and%20Operating%20a%20Business%20Outside%20of%20the%20United%20States) This section details the heightened risks of acquiring a non-U.S. business, with a strong emphasis on the legal, regulatory, and political uncertainties in the People's Republic of China [General Risk Factors](index=73&type=section&id=General%20Risk%20Factors) This section covers broader risks, including potential adverse tax changes, difficulties for U.S. investors in protecting their interests, and reduced disclosure requirements as an emerging growth company [Unresolved Staff Comments](index=77&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports that it has no unresolved staff comments - Not applicable[350](index=350&type=chunk) [Cybersecurity](index=77&type=section&id=Item%201C.%20Cybersecurity.) As a SPAC with no operations, the company does not consider itself to face significant cybersecurity risk and has not adopted a formal risk management program - The company states it does not face significant cybersecurity risk due to its nature as a SPAC with no operations[351](index=351&type=chunk) - No formal cybersecurity risk management program has been adopted; management is responsible for assessing threats[352](index=352&type=chunk) [Properties](index=77&type=section&id=Item%202.%20Properties.) The company maintains its executive offices in New York, NY, with space provided by its Sponsor for a monthly fee - The company's executive office is located at 500 Fifth Avenue, Suite 938, New York, NY 10110, with costs covered by a **$10,000 monthly fee** paid to the Sponsor[354](index=354&type=chunk) [Legal Proceedings](index=77&type=section&id=Item%203.%20Legal%20Proceedings.) The company reports no material pending litigation, arbitration, or governmental proceedings - None[355](index=355&type=chunk) [Mine Safety Disclosures](index=77&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[356](index=356&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=78&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's securities trade on Nasdaq, no dividends are planned, and significant shareholder redemptions have reduced outstanding shares and trust account funds - The company's Units (ATMCU), Ordinary Shares (ATMC), Rights (ATMCR), and Warrants (ATMCW) are traded on the **Nasdaq Global Market**[359](index=359&type=chunk) - The company has not paid and does not intend to pay any cash dividends on its Ordinary Shares[361](index=361&type=chunk) Shareholder Redemptions | Date | Event | Shares Redeemed | Redemption Price/Share | Total Redemption Amount | | :--- | :--- | :--- | :--- | :--- | | Dec 28, 2023 | First Redemption | 2,160,774 | ~$10.78 | ~$23,302,146 | | Dec 20, 2024 | Second Redemption | 3,403,976 | ~$11.41 | ~$38,852,320.60 | - Following two redemptions, the number of outstanding Ordinary Shares was reduced to **3,469,450**[369](index=369&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=79&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company is a pre-combination SPAC with no revenue, a working capital deficit of $3.3 million, and substantial doubt about its ability to continue as a going concern - The company is a blank check company with no operations or revenues to date, with activities limited to organizational matters and searching for a business combination[371](index=371&type=chunk)[373](index=373&type=chunk) Results of Operations | Period | Net Income | Source of Income | Operating Costs/Loss | | :--- | :--- | :--- | :--- | | Year ended Dec 31, 2024 | $1,498,591 | $2,782,552 (Trust Account) | $1,283,961 | | Year ended Dec 31, 2023 | $1,941,118 | $3,130,199 (Trust Account) | $1,189,081 | - As of December 31, 2024, the company had a cash balance of **$1,425** and a working capital deficit of **$3,314,762**, raising substantial doubt about its ability to continue as a going concern[380](index=380&type=chunk)[389](index=389&type=chunk) - The company has relied on promissory notes from its Sponsor to fund extensions, with **$1,262,500 outstanding** as of December 31, 2024[380](index=380&type=chunk)[402](index=402&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=87&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, this disclosure is not required, but the company notes no material exposure to interest rate risk from its trust account investments - The company is a smaller reporting company and is not required to provide this information[417](index=417&type=chunk) - Funds in the Trust Account are invested in short-term U.S. government securities, and the company believes there is **no material exposure to interest rate risk**[390](index=390&type=chunk) [Financial Statements and Supplementary Data](index=87&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section formally incorporates the company's financial statements and supplementary data by reference - This section refers to the financial statements which appear following Item 15 of the report[418](index=418&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=87&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with its accountants - None[419](index=419&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2024[420](index=420&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2024[424](index=424&type=chunk) [Other Information](index=88&type=section&id=Item%209B.%20Other%20Information.) The company reports no other information for this item - None[426](index=426&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=88&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company - Not applicable[427](index=427&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=89&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details the company's leadership, board structure, and governance, noting a majority-independent board with established audit and compensation committees - The company has five directors and two executive officers, with biographies provided for key personnel[429](index=429&type=chunk)[430](index=430&type=chunk)[431](index=431&type=chunk) - The board has determined that **three of five directors are independent**, satisfying the NASDAQ requirement for a majority-independent board[438](index=438&type=chunk) - The Audit Committee and Compensation Committee consist entirely of independent directors[443](index=443&type=chunk)[445](index=445&type=chunk) - The company has adopted a Code of Ethics but does not have a standing nominating committee; nominations are handled by independent directors[449](index=449&type=chunk)[454](index=454&type=chunk) [Executive Compensation](index=97&type=section&id=Item%2011.%20Executive%20Compensation.) No officers or directors have received cash compensation, though the Sponsor is reimbursed for administrative services, with future compensation to be set post-business combination - **No cash compensation** has been paid to any officers or directors[468](index=468&type=chunk) - The company reimburses its Sponsor **$10,000 per month** for office space, utilities, and administrative services[468](index=468&type=chunk) - After a business combination, compensation for remaining management will be determined by a compensation committee composed of independent directors[469](index=469&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=98&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) The Sponsor and Chairwoman are the principal shareholders, with all officers and directors as a group beneficially owning approximately 58.18% of outstanding shares Beneficial Ownership as of April 15, 2025 | Beneficial Owner | Number of Shares | Percentage of Outstanding | | :--- | :--- | :--- | | Xinfeng Feng (Chairwoman) | 2,134,200 | 61.51% | | Alphamade Holding LP (Sponsor) | 1,099,200 | 31.87% | | All executive officers and directors as a group (6 individuals) | 2,018,000 | 58.18% | [Certain Relationships and Related Transactions, and Director Independence](index=100&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section outlines transactions with the Sponsor, including the initial share purchase, private placements, and promissory notes to fund business combination extensions - The Sponsor acquired **1,725,000 Founder Shares** for an initial investment of **$25,000**[476](index=476&type=chunk) - The Sponsor purchased an aggregate of **409,200 Private Placement Units** at $10.00 per unit[477](index=477&type=chunk) - The company entered into non-interest bearing promissory notes with the Sponsor to fund extensions, with **$1,262,500 outstanding** as of Dec 31, 2024[481](index=481&type=chunk)[482](index=482&type=chunk) - An administrative services agreement is in place for the Sponsor to provide services for a **$10,000 monthly fee**[478](index=478&type=chunk) - The board has determined that directors Li Wei, Wen He, and Michael Coyne are independent[488](index=488&type=chunk) [Principal Accountant Fees and Services](index=102&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) The company's auditor is UHY LLP, with aggregate audit fees of approximately $192,821 for FY2024 and $117,989 for FY2023 Accountant Fees (UHY LLP) | Fee Type | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Audit Fees | $192,821 | $117,989 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | Part IV [Exhibits and Financial Statement Schedules](index=103&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists key documents filed with the Form 10-K, including the merger agreement with HCYC Group, charter documents, and various related agreements - Key exhibits filed include the **Merger Agreement with HCYC**, charter documents, warrant and rights agreements, and support agreements related to the merger[494](index=494&type=chunk)[495](index=495&type=chunk) [Form 10-K Summary](index=105&type=section&id=Item%2016.%20Form%2010-K%20Summary.) The company reports no summary for this item - None[497](index=497&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=108&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued a clean opinion on the financial statements but included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern - The auditor's report expresses **substantial doubt about the Company's ability to continue as a going concern**[506](index=506&type=chunk) - The going concern uncertainty is based on significant costs, insufficient working capital, and the requirement to complete a business combination or face liquidation[506](index=506&type=chunk) [Financial Statements Data](index=109&type=section&id=Financial%20Statements%20Data) The financial statements show total assets of $15.26 million, a shareholders' deficit of $5.73 million, and a net income of $1.5 million for 2024 derived from trust account interest Balance Sheet Summary (as of Dec 31, 2024) | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $1,425 | | Investment held in Trust Account | $15,240,284 | | **Total Assets** | **$15,257,022** | | **Liabilities** | | | Total Current Liabilities | $3,331,500 | | Deferred underwriting commission | $2,415,000 | | **Total Liabilities** | **$5,746,500** | | **Equity** | | | Ordinary shares subject to possible redemption | $15,240,284 | | **Total Shareholders' Deficit** | **($5,729,762)** | Statement of Operations Summary (for year ended Dec 31, 2024) | Account | Amount (USD) | | :--- | :--- | | Formation and operating costs | ($1,283,961) | | Income earned on Trust Account | $2,782,552 | | **Net Income** | **$1,498,591** | [Notes to the Financial Statements](index=113&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail the company's SPAC status, merger agreement with HCYC Group, business combination extension until October 2025, and significant related-party transactions with its Sponsor - The company has extended its combination period up to **October 4, 2025**, requiring monthly deposits of **$55,000** into the Trust Account, funded by notes from the Sponsor[537](index=537&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity and measured at their redemption value of **$11.41 per share** as of Dec 31, 2024[565](index=565&type=chunk) - Related party transactions include promissory notes from the Sponsor to fund extensions, with **$1,262,500 outstanding** as of Dec 31, 2024[583](index=583&type=chunk)[587](index=587&type=chunk) - The company has a commitment to pay a deferred underwriting commission of **$2,415,000** from the Trust Account upon completion of a business combination[590](index=590&type=chunk)

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $404,367, with a loss of $280,163 from formation and operating costs offset by $684,530 earned on investments held in the Trust Account [125]. - For the nine months ended September 30, 2024, the company had a net income of $1,232,002, consisting of a loss of $915,533 from formation and operating costs and $2,147,535 earned on investments held in the Trust Account [125]. - As of September 30, 2024, the company had a cash balance of $1,473 and a working capital deficit of $2,836,334 [131]. - As of September 30, 2024, the amount due to related parties was $504,708, reflecting costs paid on behalf of the company [154]. - As of September 30, 2024, the amount due to related parties was $504,708, an increase from $199,318 as of December 31, 2023 [154]. IPO and Fundraising - The company completed its IPO on January 4, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit [127]. - The company completed the sale of 370,500 Private Placement Units at a price of $10.00 per unit, generating total gross proceeds of $3,705,000 on January 4, 2023 [148]. - The underwriters exercised their over-allotment option in full, purchasing an additional 900,000 Units at a price of $10.00 per unit, generating gross proceeds of $9,000,000 on January 6, 2023 [149]. - The company paid a cash underwriting commission of $0.125 per Unit for the additional 900,000 Units, with a deferred commission of $0.35 per Unit totaling $2,415,000 to be paid from the Trust Account upon completion of the initial business combination [157]. - The Company recorded a cash underwriting commission of $0.125 per Unit for the additional 900,000 Units, totaling $112,500 [157]. Trust Account and Redemptions - Following the IPO, the company held $70,242,000 in the Trust Account, with $53,347,588 in marketable securities as of September 30, 2024 [130]. - Approximately $23,302,146 was redeemed from the Trust Account following the exercise of redemption rights by 2,160,774 ordinary shares, leaving approximately $51,712,221 in the Trust Account [136]. - The ordinary shares subject to possible redemption are presented at a redemption value of $11.09 per share as temporary equity [165]. Business Combination and Future Plans - The company entered into a Merger Agreement on January 5, 2024, to merge with HCYC Group Company Limited, pending shareholder approval and customary closing conditions [137]. - The company plans to focus its acquisition efforts on rapidly-growing sectors such as fintech, clean energy, biotech, and artificial intelligence, primarily in Asia [123]. - The company has extended the deadline for consummating a business combination to January 4, 2025, with provisions for additional extensions [135]. - The Company extended the deadline to complete its initial business combination from October 4, 2023, to January 4, 2024, by depositing $690,000 into the Trust Account [153]. - The Company entered into a non-interest bearing promissory note with the Sponsor for $690,000, payable upon the earlier of January 4, 2024, or after the completion of an initial business combination [153]. Costs and Expenses - The company has incurred significant costs related to its financing and acquisition plans, raising doubts about its ability to continue as a going concern [138]. - An administration fee of $30,000 and $90,000 was recorded for the three and nine months ended September 30, 2024, respectively [156]. - The company has incurred a cash fee of $200,000 as deferred offering costs for advisory services related to the IPO and business combination [161]. - The company has no off-balance sheet arrangements or commitments as of September 30, 2024 [162].

[Company Overview](index=1&type=section&id=Cover%20Page) AlphaTime Acquisition Corp is a Cayman Islands-incorporated SPAC focused on business combinations, with 6.87 million shares outstanding as of August 14, 2024 [Company Information](index=1&type=section&id=Company%20Information) AlphaTime Acquisition Corp is a Cayman Islands-incorporated blank check company, also known as a Special Purpose Acquisition Company (SPAC). It is classified as a shell company, an emerging growth company, and a smaller reporting company. The company's purpose is to effect a merger, asset acquisition, or similar business combination with one or more businesses. As of August 14, 2024, it had 6,873,426 ordinary shares issued and outstanding - The registrant is **AlphaTime Acquisition Corp**, a company incorporated in the Cayman Islands, formed for the purpose of a business combination[1](index=1&type=chunk) - The company is identified as a **shell company**, a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**[3](index=3&type=chunk)[4](index=4&type=chunk) - As of August 14, 2024, there were **6,873,426 ordinary shares**, par value $0.0001, issued and outstanding[4](index=4&type=chunk) [Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section provides unaudited condensed financial statements, management's discussion, market risk disclosures, and an assessment of internal controls [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for the period ended June 30, 2024. It includes the balance sheet, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes. The financials reflect the company's status as a pre-business combination SPAC, with its primary asset being the investment held in the Trust Account. Key events covered in the notes include the IPO, the pending merger with HCYC Group, share redemptions, and a going concern warning [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of June 30, 2024, shows a significant decrease in total assets to $52.6 million from $74.1 million at year-end 2023, primarily due to a reduction in the Investment held in Trust Account following share redemptions. Current liabilities increased, driven by a higher promissory note balance with a related party. The company maintains a significant shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,473 | $15,054 | | Investment held in Trust Account | $52,553,058 | $74,062,199 | | **Total Assets** | **$52,617,355** | **$74,120,305** | | **Liabilities & Shareholders' Deficit** | | | | Promissory note – related party | $1,042,500 | $690,000 | | Total Liabilities | $4,925,468 | $3,953,907 | | Ordinary shares subject to possible redemption | $52,553,058 | $74,062,199 | | Total Shareholders' Deficit | $(4,861,171) | $(3,895,801) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2024, the company reported net income, which was primarily derived from interest earned on the Trust Account. This income was partially offset by formation and operating costs. Compared to the same periods in 2023, net income decreased due to lower interest income (resulting from a smaller trust balance) and an increase in operating expenses Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Formation and operating costs | $290,467 | $140,291 | $635,370 | $347,790 | | Income earned on Trust Account | $675,837 | $841,820 | $1,463,005 | $1,574,062 | | **Net Income** | **$385,370** | **$701,529** | **$827,635** | **$1,226,272** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, the company experienced a net cash outflow from operating activities. Investing activities generated a significant cash inflow of $23.0 million from withdrawals from the Trust Account for redemptions. This was offset by a near-equal cash outflow in financing activities for the payment of those redemptions. The company also received $352,500 from a promissory note with a related party Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(36,081) | $(264,517) | | Net cash provided by (used in) investing activities | $22,972,146 | $(70,242,000) | | Net cash (used in) provided by financing activities | $(22,949,646) | $70,633,111 | | **Net change in cash** | **$(13,581)** | **$126,594** | - Key cash movements in H1 2024 include a **$23.3 million withdrawal** from the Trust Account for share redemptions and proceeds of **$352,500** from a related-party promissory note[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its IPO in January 2023, and its subsequent activities. A key development is the signing of a Merger Agreement with HCYC Group Company Limited on January 5, 2024. The company has extended its business combination deadline and can continue to do so monthly until January 4, 2025, by making deposits into the Trust Account, funded by loans from its Sponsor. Following significant share redemptions in December 2023, which removed $23.3 million, the Trust Account held approximately $52.6 million as of June 30, 2024. Management has expressed substantial doubt about the company's ability to continue as a going concern due to its working capital deficit - On January 5, 2024, the Company entered into an **Agreement and Plan of Merger with HCYC Group Company Limited**[39](index=39&type=chunk) - The company extended its business combination deadline and can make up to **ten monthly extensions until January 4, 2025**, by depositing **$55,000** for each month, funded by non-interest bearing promissory notes from the Sponsor[31](index=31&type=chunk)[37](index=37&type=chunk) - In connection with a shareholder vote on December 28, 2023, **2,160,774 ordinary shares were redeemed**, resulting in approximately **$23.3 million** being removed from the Trust Account[38](index=38&type=chunk) - Management has concluded that there is **substantial doubt about the Company's ability to continue as a going concern** due to its financial condition and need for additional capital[41](index=41&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a pre-revenue blank check company focused on identifying a business combination, with a target search in Asia across sectors like fintech, AI, and clean energy. The analysis of operations shows net income driven by interest from the Trust Account, though this income has decreased YoY. The liquidity section highlights a working capital deficit of $2.45 million and reliance on sponsor loans to fund operations and deadline extensions. The report details the merger agreement with HCYC, significant share redemptions, and reiterates the going concern uncertainty - The company is a **blank check company** with no operations, intending to focus its search for a business combination on **rapidly-growing targets in Asia**, particularly in fintech, clean energy, biotech, logistics, AI, and cloud industries[98](index=98&type=chunk)[99](index=99&type=chunk) Net Income Comparison | Period | Net Income | | :--- | :--- | | Three months ended June 30, 2024 | $385,370 | | Three months ended June 30, 2023 | $701,529 | | Six months ended June 30, 2024 | $827,635 | | Six months ended June 30, 2023 | $1,226,272 | - As of June 30, 2024, the company had a cash balance of **$1,473** and a **working capital deficit of $2,446,171**. Its liquidity needs are met through loans from its Sponsor[105](index=105&type=chunk) - On January 5, 2024, the company entered into a **Merger Agreement with HCYC Group Company Limited**. The business combination deadline can be **extended monthly until January 4, 2025**, via extension payments[109](index=109&type=chunk)[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting company, is not required to provide detailed market risk disclosures. It notes that the funds held in its Trust Account are invested in short-term U.S. government treasury securities, which are believed to have no material exposure to interest rate risk - The company is a **smaller reporting company** and is **not required** to provide the information otherwise required under this item[138](index=138&type=chunk) - Proceeds held in the Trust Account are invested in **U.S. government treasury securities** with maturities of 180 days or less, leading to **no material exposure to interest rate risk**[113](index=113&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management's evaluation concluded that the company's disclosure controls and procedures were not effective as of June 30, 2024. This is due to a material weakness in internal control over financial reporting, specifically a lack of qualified SEC reporting professionals. Management has outlined its intention to remediate this issue - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2024[139](index=139&type=chunk) - The ineffectiveness is due to a **material weakness** in internal control over financial reporting related to the company's **lack of qualified SEC reporting professionals**[139](index=139&type=chunk) - **Remediation steps are being implemented**, including enhancing the review process and considering hiring additional staff with the necessary experience[139](index=139&type=chunk) [Part II. Other Information](index=30&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered equity sales, and a list of exhibits filed with the report [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is no material litigation, arbitration, or other governmental proceeding currently pending against it or its management - To the knowledge of management, there is **no material litigation or other proceeding** currently pending against the company[143](index=143&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors disclosed in its Annual Report on Form 10-K, which was filed with the SEC on April 15, 2024 - There have been **no material changes** to the risk factors disclosed in the company's Annual Report on Form 10-K filed on April 15, 2024[144](index=144&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities) This section outlines the unregistered sales of founder shares and private placement units to the company's Sponsor. It also details the use of proceeds from the IPO and private placements, confirming that net proceeds of $70.2 million were placed in the Trust Account after deducting underwriting fees and offering costs - The Sponsor acquired **1,725,000 founder shares** and a total of **409,200 Private Placement Units** at $10.00 per unit[144](index=144&type=chunk)[145](index=145&type=chunk) - **Total net proceeds of $70,242,000** from the IPO and private placements were placed in the Trust Account[147](index=147&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports that there is no other information to disclose under this item - The company reported **'None'** for this item[147](index=147&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Form 10-Q. These include certifications by the Principal Executive Officer and Principal Financial Officer as required by SEC rules, as well as Inline XBRL data files - The report includes **certifications** from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and various **Inline XBRL files**[149](index=149&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) AlphaTime Acquisition Corp, a SPAC, reported Q1 2024 net income of **$442,265**, with assets of **$51.8 million**, and faces substantial doubt about its ability to continue as a going concern [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets decreased to **$51.8 million** by March 31, 2024, from **$74.1 million** due to Trust Account reductions, widening the shareholders' deficit to **$4.4 million** Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash | $9,429 | $15,054 | | Investment held in Trust Account | $51,712,221 | $74,062,199 | | **Total Assets** | **$51,827,960** | **$74,120,305** | | Total Current Liabilities | $2,106,443 | $1,538,907 | | **Total Liabilities** | **$4,521,443** | **$3,953,907** | | Ordinary shares subject to possible redemption | $51,712,221 | $74,062,199 | | **Total Shareholders' Deficit** | **($4,405,704)** | **($3,895,801)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for Q1 2024 was **$442,265**, a decrease from the prior year, primarily driven by Trust Account interest offset by rising operating costs Condensed Statements of Operations (Unaudited) | Metric | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | Formation and operating costs | $344,903 | $207,499 | | Income earned on Trust Account | $787,168 | $732,242 | | **Net income** | **$442,265** | **$524,743** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operations was **$25,625** in Q1 2024, with **$23.1 million** withdrawn from the Trust Account for redemptions, reducing cash to **$9,429** - The company withdrew **$23.3 million** from its Trust Account to fund the redemption of ordinary shares during the quarter[16](index=16&type=chunk) - The company received **$185,000** in proceeds from a promissory note issued to a related party to fund operations and extensions[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the SPAC's IPO, merger agreement with HCYC, related-party loans, and management's substantial doubt about its going concern ability - The company is a SPAC formed to effect a business combination and has not commenced any operations. All activities relate to organizational tasks, the IPO, and searching for a merger target[17](index=17&type=chunk)[18](index=18&type=chunk) - On January 5, 2024, the Company entered into an Agreement and Plan of Merger with HCYC Group Company Limited[37](index=37&type=chunk) - The company has repeatedly extended its deadline to consummate a business combination, with the potential to extend up to January 4, 2025, by making monthly deposits of **$55,000** into the Trust Account[29](index=29&type=chunk)[30](index=30&type=chunk) - In December 2023, **2,160,774** ordinary shares were redeemed, resulting in approximately **$23.3 million** being removed from the Trust Account, leaving a balance of about **$51.7 million**[36](index=36&type=chunk) - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to its working capital deficit and need for additional capital[38](index=38&type=chunk) - Subsequent to the quarter end, the company made deposits of **$55,000** each on April 4 and May 4, 2024, to further extend the business combination deadline[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the blank check company's Q1 2024 net income, severe liquidity issues including a **$1.99 million** working capital deficit, and substantial doubt about its going concern ability - The company is a blank check company targeting businesses in fintech, alternative energy, biotech, logistics, AI, and cloud industries, with a focus on Asia[91](index=91&type=chunk) - As of March 31, 2024, the company had a cash balance of only **$9,429** and a working capital deficit of **$1,990,704**, indicating severe liquidity constraints[97](index=97&type=chunk) - The company is reliant on loans from its Sponsor to fund working capital deficiencies and finance transaction costs. As of March 31, 2024, **$875,000** was outstanding under a promissory note[97](index=97&type=chunk)[99](index=99&type=chunk) - Management confirms substantial doubt about the Company's ability to continue as a going concern due to its financial state, despite the pending merger with HCYC[103](index=103&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, no material market risk disclosures are required, with no significant interest rate risk due to short-term Trust Account investments - As a smaller reporting company, the company is exempt from providing this information[126](index=126&type=chunk) - The company believes there is no material exposure to interest rate risk as funds in the Trust Account are invested in short-term U.S. government securities or money market funds[104](index=104&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2024, due to a material weakness from lacking a qualified SEC reporting professional - Management concluded that disclosure controls and procedures were not effective as of March 31, 2024[128](index=128&type=chunk) - The ineffectiveness is due to a material weakness in internal control over financial reporting related to the lack of a qualified SEC reporting professional[128](index=128&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) No material legal proceedings are currently pending against the company or its management team - To the knowledge of management, there is no material litigation, arbitration, or other proceeding currently pending against the company[132](index=132&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Form 10-K filed on April 15, 2024 have occurred[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities) Details unregistered sales of equity securities to the Sponsor, including **409,200** private placement units at **$10.00** each, generating **$4.092 million** in gross proceeds - The Sponsor purchased a total of **409,200** Private Placement Units at **$10.00** per unit, generating gross proceeds of **$4,092,000**[134](index=134&type=chunk)[135](index=135&type=chunk) - The net proceeds from the IPO and private placement, totaling **$70,242,000**, were placed in the Trust Account[136](index=136&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item during the quarter - None[136](index=136&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section indexes exhibits filed with Form 10-Q, including CEO/CFO certifications and Inline XBRL documents for financial data - The report includes certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (Exhibits 101 and 104)[138](index=138&type=chunk)

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business.) AlphaTime Acquisition Corp, a blank check company, completed its IPO in January 2023, raising **$69 million**, and has entered a definitive merger agreement with HCYC Group Company Limited - AlphaTime Acquisition Corp is a blank check company incorporated on September 15, 2021, for the purpose of effecting a business combination. It intends to primarily focus on businesses in Asia but will not consummate a combination with an entity using a VIE structure[17](index=17&type=chunk)[37](index=37&type=chunk) Initial Public Offering and Private Placement Details | Offering | Units | Price per Unit | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering (Jan 4, 2023) | 6,000,000 | $10.00 | $60,000,000 | | Over-Allotment (Jan 9, 2023) | 900,000 | $10.00 | $9,000,000 | | Private Placement (Sponsor) | 409,200 | $10.00 | $4,092,000 | - On January 5, 2024, the Company entered into a definitive Agreement and Plan of Merger with HCYC Group Company Limited[28](index=28&type=chunk)[29](index=29&type=chunk) - The deadline to consummate a business combination has been extended up to January 4, 2025, contingent on monthly deposits of **$55,000** into the Trust Account[25](index=25&type=chunk)[27](index=27&type=chunk) Shareholder Redemption and Trust Account Status (Dec 2023) | Metric | Value | | :--- | :--- | | Shares Redeemed | 2,160,774 | | Amount Removed from Trust | ~$23,302,146 | | Remaining Trust Balance | ~$51,108,602 | | Outstanding Ordinary Shares | 6,873,426 | [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors.) The company faces **substantial risks** related to its business combination, including **going concern** issues, potential shareholder redemptions, and significant regulatory and political uncertainties, especially concerning PRC-based targets - The company's independent registered public accounting firm has expressed **substantial doubt** about its ability to continue as a "**going concern**" due to a working capital deficiency of **$1,480,801** as of December 31, 2023[76](index=76&type=chunk) - A **majority** of the company's officers and directors have significant ties to the PRC, which may make it a less attractive partner for non-China-based targets and could subject a U.S. deal to CFIUS review[161](index=161&type=chunk)[163](index=163&type=chunk) - If the company combines with a PRC-based business, it faces significant risks from the Chinese government, which may intervene in business activities, change regulations with little notice, and exert control over overseas offerings, potentially devaluing the company's securities[312](index=312&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk) - Recent PRC regulations, including the draft Measures for Cybersecurity Review, may require companies with over one million users' data to undergo a cybersecurity review before listing overseas, creating uncertainty and potential delays for a business combination[294](index=294&type=chunk)[297](index=297&type=chunk)[299](index=299&type=chunk) - The Holding Foreign Companies Accountable Act (HFCAA) poses a risk of delisting from U.S. exchanges if the PCAOB is unable to inspect the company's auditor for two consecutive years, a concern if the post-combination entity uses a PRC-based auditor[389](index=389&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk) [Item 1B. Unresolved Staff Comments](index=76&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports that it has **no unresolved staff comments** - **Not applicable**[418](index=418&type=chunk) [Item 1C. Cybersecurity](index=76&type=section&id=Item%201C.%20Cybersecurity.) The company reports **no information** under this item - **None**[418](index=418&type=chunk) [Item 2. Properties](index=76&type=section&id=Item%202.%20Properties.) The company maintains its executive offices at 500 5th Avenue, Suite 938, New York, NY 10110, with costs covered by a **$10,000** monthly fee paid to its sponsor for administrative services - The company's executive offices are located at 500 5th Avenue, Suite 938, New York, NY 10110. The cost is included in a **$10,000** per month fee paid to the sponsor for office space and administrative services[419](index=419&type=chunk) [Item 3. Legal Proceedings](index=76&type=section&id=Item%203.%20Legal%20Proceedings.) The company reports that there are **no legal proceedings** - **None**[419](index=419&type=chunk) [Item 4. Mine Safety Disclosures](index=76&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is **not applicable** to the company - **Not applicable**[419](index=419&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=77&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's units, ordinary shares, rights, and warrants trade on the Nasdaq Global Market, and the company has not paid any dividends nor intends to, with IPO proceeds of **$70.24 million** placed in the trust account - The company's securities trade on the Nasdaq Global Market: Units (ATMCU), Ordinary Shares (ATMC), Rights (ATMCR), and Warrants (ATMCW)[422](index=422&type=chunk) - The company has **not paid any cash dividends** and does not intend to in the future[424](index=424&type=chunk) - The Sponsor acquired **1,725,000** founder shares for **$25,000** and purchased **409,200** private placement units at **$10.00** per unit in unregistered sales[424](index=424&type=chunk)[425](index=425&type=chunk) [Item 6. [Reserved]](index=78&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=78&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) As a blank check company with **no operations**, AlphaTime reported a **$1.94 million** net income in 2023 from trust account interest, but faces a **$1.48 million** working capital deficit and **substantial doubt** about its **going concern**, addressed by a merger agreement and sponsor loans Results of Operations (Year Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income / (Loss) | $1,941,118 | ($784) | | Income from Trust Account | $3,130,199 | $0 | | Formation & Operating Costs | ($1,189,081) | ($784) | - As of December 31, 2023, the company had a cash balance of **$15,054** and a working capital deficit of **$1,480,801**[438](index=438&type=chunk) - The company's management has concluded that there is **substantial doubt** about the company's ability to continue as a **going concern** due to its financial state and need for additional capital[445](index=445&type=chunk) - On January 5, 2024, the company entered into a definitive merger agreement with HCYC Group Company Limited[444](index=444&type=chunk) - The company extended its business combination deadline up to January 4, 2025, by making monthly extension payments of **$55,000**, funded by non-interest bearing promissory notes from the Sponsor[442](index=442&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=86&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the company is **not required** to provide the information for this item - The company is a smaller reporting company and is **not required** to provide the information under this item[470](index=470&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=86&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This item refers to the full financial statements and supplementary data which appear following Item 15 of the report - The financial statements and supplementary data are located after Item 15 of the report[470](index=470&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=86&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports **no changes** in or disagreements with its accountants on accounting and financial disclosure - **None**[470](index=470&type=chunk) [Item 9A. Controls and Procedures](index=86&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were **not effective** due to a material weakness related to the lack of a qualified SEC reporting professional - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023[471](index=471&type=chunk) - The ineffectiveness was due to a material weakness in internal control over financial reporting, specifically the lack of a qualified SEC reporting professional[471](index=471&type=chunk)[475](index=475&type=chunk) - Remediation plans include enhancing the review process for complex accounting, consulting with third-party professionals, and considering additional experienced staff[471](index=471&type=chunk)[475](index=475&type=chunk) [Item 9B. Other Information](index=87&type=section&id=Item%209B.%20Other%20Information.) The company reports **no other information** - **None**[477](index=477&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=87&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is **not applicable** to the company - **Not applicable**[477](index=477&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=88&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section provides biographical information for the company's directors and executive officers, noting that a **majority** of the board is independent, and addresses potential conflicts of interest and the adopted Code of Ethics Directors and Executive Officers | Name | Position | | :--- | :--- | | Xinfeng Feng | Chairwoman of the Board of Directors | | Dajiang Guo | Chief Executive Officer | | Jichuan Yang | Chief Financial Officer | | Li Wei | Independent Director | | Wen He | Independent Director | | Michael L Coyne | Independent Director | - The board has determined that Li Wei, Wen He, and Michael L. Coyne are independent directors, constituting a **majority** of the board[490](index=490&type=chunk) - The company has an Audit Committee and a Compensation Committee, both composed of independent directors. Li Wei chairs the Audit Committee, and Wen He chairs the Compensation Committee[495](index=495&type=chunk)[498](index=498&type=chunk) - The company has adopted a Code of Ethics applicable to all directors, officers, and employees[507](index=507&type=chunk) - Significant conflicts of interest exist as officers and directors have fiduciary duties to other entities. The company has renounced its interest in any corporate opportunity unless it is expressly offered to a director or officer solely in their capacity as such for the company[508](index=508&type=chunk)[509](index=509&type=chunk) [Item 11. Executive Compensation](index=96&type=section&id=Item%2011.%20Executive%20Compensation.) **No officers** or directors have received **cash compensation** for their services, with the company reimbursing its sponsor **$10,000** per month for administrative services, and future compensation to be determined by an independent compensation committee post-combination - **No executive officers** or directors have received any **cash compensation** for services rendered[525](index=525&type=chunk) - The company reimburses its sponsor **$10,000** per month for office space, utilities, and administrative services[525](index=525&type=chunk) - Post-business combination compensation for any remaining officers and directors will be determined by a compensation committee composed solely of independent directors[526](index=526&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=97&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details the beneficial ownership of the company's ordinary shares as of April 15, 2024, with the sponsor and Chairwoman each holding **25.0%** of outstanding shares Security Ownership of Beneficial Owners (as of April 15, 2024) | Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Alphamade Holding LP | 1,725,000 | 25.0% | | Xinfeng Feng | 1,725,000 | 25.0% | | All executive officers and directors as a group | 1,725,000 | 25.0% | | Space Summit Capital, LLC | 475,000 | 6.9% | | Glazer Capital, LLC | 585,000 | 8.5% | | ATW SPAC Management, LLC | 438,093 | 6.4% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=98&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section outlines transactions between the company and related parties, including the sponsor's acquisition of founder shares and private placement units, and promissory notes totaling **$1.35 million** for business combination extensions - The sponsor purchased **1,725,000** founder shares for **$25,000** and an aggregate of **409,200** private units at **$10.00** per unit[534](index=534&type=chunk)[535](index=535&type=chunk) - The company entered into non-interest bearing promissory notes with the Sponsor for **$690,000** (September 2023) and **$660,000** (December 2023) to fund extensions for completing the business combination[538](index=538&type=chunk) - The company has an administrative services agreement to pay an affiliate of the Sponsor **$10,000** per month for office space and other services[536](index=536&type=chunk) - The audit committee has a policy for reviewing and approving related party transactions exceeding **$120,000**[543](index=543&type=chunk) [Item 14. Principal Accountant Fees and Services](index=99&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) This section summarizes the fees paid to the company's principal accountant, UHY LLP, with total audit fees of approximately **$117,989** for fiscal year 2023 Fees Paid to UHY LLP | Fee Type | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Audit Fees | $117,989 | $28,686 | | Audit-Related Fees | $0 | $60,931 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | Part IV [Item 15. Exhibits, Financial Statement Schedules](index=101&type=section&id=Item%2015.%20Exhibit%20and%2C%20Financial%20Statement%20Schedules.) This section lists all key legal and financial documents filed as part of the Form 10-K, including the Merger Agreement with HCYC and various agreements with the sponsor and underwriters - Lists key legal and financial documents filed with the report, including the Merger Agreement dated January 5, 2024, and various agreements with the sponsor and underwriters[550](index=550&type=chunk)[551](index=551&type=chunk) [Item 16. Form 10-K Summary](index=102&type=section&id=Item%2016.%20Form%2010-K%20Summary.) The company reports **no information** under this item - **None**[552](index=552&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=105&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) UHY LLP issued an unqualified opinion on the financial statements but included an explanatory paragraph expressing **substantial doubt** about the company's **going concern** ability due to insufficient working capital - The auditor's report contains an explanatory paragraph expressing **substantial doubt** about the Company's ability to continue as a **going concern**[559](index=559&type=chunk) - The basis for the **going concern** doubt is that the Company has incurred and expects to continue to incur significant costs, and its cash and working capital are insufficient to complete its planned activities for one year[559](index=559&type=chunk) [Financial Statements Tables](index=106&type=section&id=Financial%20Statements%20Tables) The financial statements reveal **$74.1 million** in total assets, primarily in the trust account, a **$3.9 million** shareholders' deficit, and a **$1.94 million** net income in 2023 driven by trust account interest Balance Sheet Summary (as of Dec 31, 2023) | Account | Amount | | :--- | :--- | | Total Assets | $74,120,305 | | Investment held in Trust Account | $74,062,199 | | Total Liabilities | $3,953,907 | | Total Shareholders' (Deficit) | ($3,895,801) | Statement of Operations Summary (Year ended Dec 31, 2023) | Account | Amount | | :--- | :--- | | Formation and operating costs | ($1,189,081) | | Income earned on Trust Account | $3,130,199 | | **Net income** | **$1,941,118** | [Notes to Financial Statements](index=110&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed explanations of accounting policies and financial items, covering organization, **going concern**, significant policies, IPO, private placements, related-party transactions, commitments, and shareholders' equity [Note 1 – Description of Organization, Business Operations and Going Concern](index=110&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Organization%2C%20Business%20Operations%20and%20Going%20Concern) This note details the company's SPAC formation, January 2023 IPO, and business combination timeline extended to January 2025, while reiterating **substantial doubt** about its **going concern** ability due to insufficient working capital - The company will have until January 4, 2025, to consummate a Business Combination, subject to monthly extensions requiring a deposit of **$55,000** each[585](index=585&type=chunk) - In December 2023, shareholders redeemed **2,160,774** shares, resulting in approximately **$23.3M** being removed from the Trust Account, leaving a balance of approximately **$51.1M**[593](index=593&type=chunk) - Management states that the company will not have sufficient working capital to meet its needs through the earlier of a business combination or one year from the filing, raising **substantial doubt** about its ability to continue as a **going concern**[595](index=595&type=chunk) [Note 2 - Significant Accounting Policies](index=115&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) This note outlines key accounting policies, including the company's status as an **emerging growth company**, classification of redeemable ordinary shares, two-class method for net income per share, and fair value measurement of financial instruments - The company classifies ordinary shares subject to possible redemption as temporary equity, measured at redemption value. As of Dec 31, 2023, **6,900,000** shares were classified as such[615](index=615&type=chunk) - Net income per share is calculated using the two-class method, allocating earnings between redeemable and non-redeemable shares[608](index=608&type=chunk) - The company is an **emerging growth company** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[601](index=601&type=chunk) [Note 5 - Related Party Transactions](index=119&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details transactions with the sponsor, Alphamade Holding LP, including founder share and private unit purchases, promissory notes for business combination extensions, and administrative service agreements - The Sponsor holds **1,725,000** Founder Shares and purchased an aggregate of **409,200** Private Units[629](index=629&type=chunk) - The Sponsor provided a **$690,000** non-interest-bearing loan to the Company in September 2023 to fund the extension of the business combination period[633](index=633&type=chunk) - As of Dec 31, 2023, the amount due to the related party for paying formation and operating costs was **$199,318**[634](index=634&type=chunk) [Note 9 - Subsequent Events](index=124&type=section&id=Note%209%20-%20Subsequent%20Events) This note describes significant post-balance sheet events, including the definitive merger agreement with HCYC Group Company Limited on January 5, 2024, and subsequent trust account deposits to extend the business combination deadline - On January 5, 2024, the Company entered into a definitive Agreement and Plan of Merger with HCYC Group Company Limited[651](index=651&type=chunk) - The Company deposited funds to extend its business combination deadline to April 4, 2024, and subsequently to May 4, 2024[653](index=653&type=chunk)

Part I. Financial Information [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The SPAC reported $1.71 million net income for the nine months ended September 30, 2023, from Trust Account interest, with total assets of $73.2 million, facing going concern doubts due to a working capital deficit [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2023, total assets were $73.2 million, primarily in the Trust Account, with a $2.5 million shareholders' deficit due to redeemable share reclassification post-IPO Condensed Balance Sheet Data (Unaudited) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $56,540 | $0 | | Cash and investment held in Trust Account | $72,420,843 | $0 | | **Total Assets** | **$73,232,853** | **$592,570** | | **Liabilities** | | | | Total current liabilities | $879,746 | $577,372 | | Deferred underwriting commission | $2,415,000 | $0 | | **Total Liabilities** | **$3,294,746** | **$577,372** | | **Equity** | | | | Ordinary shares subject to possible redemption | $72,420,843 | $0 | | Total Shareholders' (Deficit)/Equity | ($2,482,736) | $15,198 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the three and nine months ended September 30, 2023, was $486,555 and $1,712,827 respectively, solely from Trust Account interest offsetting operating costs Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Formation and operating costs | ($118,226) | ($466,016) | | Income earned on Trust Account | $604,781 | $2,178,843 | | **Net Income** | **$486,555** | **$1,712,827** | | Basic and diluted net income per share, redeemable | $0.07 | $0.54 | [Condensed Statements of Changes in Shareholders' (Deficit)/Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20(Deficit)%2FEquity) Shareholders' equity shifted from a $15,198 positive balance to a $2.48 million deficit by September 30, 2023, primarily due to IPO-related reclassification of redeemable shares - The company's equity shifted from a positive **$15,198** at the end of 2022 to a deficit of **($2,482,736)** by September 30, 2023[13](index=13&type=chunk) - Major changes in 2023 include the issuance of ordinary shares from the public offering (**$69 million**), private placements (**$4.09 million**), and the subsequent reclassification of **$67.3 million** in redeemable shares to temporary equity[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, financing activities provided $70.6 million, investing activities used $70.2 million for the Trust Account, resulting in a period-end cash balance of $56,540 Cash Flow Summary for Nine Months Ended Sep 30, 2023 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($334,571) | | Net cash used in investing activities | ($70,242,000) | | Net cash provided by financing activities | $70,633,111 | | **Net change in cash** | **$56,540** | | **Cash at end of period** | **$56,540** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC formation, January 2023 IPO raising $69 million, a working capital deficit, and management's substantial doubt about its going concern ability, including sponsor loans - The company is a Cayman Islands incorporated blank check company formed to effect a business combination, with no operations to date, and all activities relate to its formation and IPO[17](index=17&type=chunk)[18](index=18&type=chunk) - The company consummated its IPO on January 4, 2023, raising gross proceeds of **$60 million**, with an additional **$9 million** from an over-allotment option, and an aggregate of **$70.24 million** was placed in a Trust Account[19](index=19&type=chunk)[21](index=21&type=chunk) - Management has concluded that the company's working capital deficit and need for additional capital raise substantial doubt about its ability to continue as a going concern[30](index=30&type=chunk)[31](index=31&type=chunk) - On September 27, 2023, the sponsor provided a **$690,000** non-interest-bearing loan to extend the business combination deadline from October 4, 2023, to January 4, 2024, convertible into ordinary shares upon a successful business combination[70](index=70&type=chunk)[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check entity with no operations, its search for an Asian business combination target, and acknowledges substantial doubt about its going concern ability due to a working capital deficit - The company is a blank check company with no revenue, and its activities are limited to organizational tasks and preparing for a business combination[89](index=89&type=chunk)[91](index=91&type=chunk) - The company intends to focus its search for a business combination on rapidly-growing targets in fintech, alternative energy, biotech, logistics, AI, and cloud industries, with a geographic focus on Asia[90](index=90&type=chunk) - Management states that the company's financial condition, including a working capital deficit, raises substantial doubt about its ability to continue as a going concern[100](index=100&type=chunk) Financial Results Summary | Period | Net Income | Key Driver | | :--- | :--- | :--- | | Q3 2023 | $486,555 | Income from Trust Account ($604,781) offset by operating costs ($118,226) | | Nine Months 2023 | $1,712,827 | Income from Trust Account ($2,178,843) offset by operating costs ($466,016) | [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, detailed market risk disclosures are not required, but funds in the Trust Account are invested in short-term U.S. government securities with no material interest rate risk - As a smaller reporting company, the company is not required to provide detailed market risk disclosures[126](index=126&type=chunk) - Funds in the Trust Account are invested in short-term U.S. government securities, and management believes there is no material exposure to interest rate risk[101](index=101&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) As a newly public and emerging growth company, the assessment of internal controls over financial reporting is not yet complete, with no material changes reported this quarter - The company is not yet required to report on its internal controls under Section 404 of the Sarbanes-Oxley Act and has not completed an assessment[127](index=127&type=chunk)[129](index=129&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[130](index=130&type=chunk) Part II. Other Information [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) No material litigation, arbitration, or other proceedings are currently pending against the company or its management team - To the knowledge of management, there are no pending material legal proceedings against the company[131](index=131&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.Risk%20Factors) No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K filed on March 24, 2023, have occurred - No material changes to risk factors have occurred since the filing of the Form 10-K on March 24, 2023[132](index=132&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities) This section details unregistered equity sales, including 1,725,000 founder shares and 409,200 private placement units to the Sponsor, with $70.24 million net proceeds placed in the Trust Account - The Sponsor acquired a total of **1,725,000** founder shares[133](index=133&type=chunk) - Simultaneously with the IPO and over-allotment, the company sold a total of **409,200** Private Placement Units to the Sponsor at **$10.00** per unit, generating gross proceeds of **$4,092,000**[134](index=134&type=chunk) - Net proceeds from the IPO and private placement totaling **$70,242,000** were deposited into the Trust Account[136](index=136&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - None[136](index=136&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed include Certifications of the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL data files[138](index=138&type=chunk)

Part I [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) AlphaTime Acquisition Corp, a SPAC, reported a $1.23 million net income for the six months ended June 30, 2023, driven by Trust Account interest, with $72.0 million in assets, but faces going concern doubts [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets increased to **$72.0 million**, primarily from IPO proceeds held in the Trust Account, while total liabilities reached **$2.6 million**, resulting in a **$2.4 million** shareholders' deficit Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $126,594 | - | | Cash and investment held in Trust Account | $71,816,062 | - | | **Total Assets** | **$72,043,446** | **$592,570** | | **Liabilities & Equity** | | | | Total Liabilities | $2,591,894 | $577,372 | | Ordinary shares subject to possible redemption (Temporary Equity) | $71,816,062 | - | | Total Shareholders' Equity/(Deficit) | ($2,364,510) | $15,198 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2023, the company reported net incomes of **$701,529** and **$1,226,272**, respectively, primarily from Trust Account interest offsetting operating costs Statement of Operations Summary (Unaudited) | Period | Formation and operating costs | Income earned on Trust Account | Net Income | | :--- | :--- | :--- | :--- | | **Three Months Ended June 30, 2023** | ($140,291) | $841,820 | $701,529 | | **Six Months Ended June 30, 2023** | ($347,790) | $1,574,062 | $1,226,272 | | **Three & Six Months Ended June 30, 2022** | - | - | - | Net Loss per Share (Non-redeemable ordinary shares) | Period | Basic and diluted net loss per share | | :--- | :--- | | **Three Months Ended June 30, 2023** | ($0.02) | | **Six Months Ended June 30, 2023** | ($0.91) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, financing activities provided **$70.6 million**, primarily for investing **$70.2 million** into the Trust Account, resulting in a net cash increase of **$126,594** Cash Flow Summary for Six Months Ended June 30, 2023 (Unaudited) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($264,517) | | Net cash used in investing activities | ($70,242,000) | | Net cash provided by financing activities | $70,633,111 | | **Net change in cash** | **$126,594** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC status, IPO proceeds of **$69 million**, related party transactions, and a **$2.4 million** deferred underwriting commission, while highlighting substantial doubt about its going concern ability - The company is a blank check company formed to effect a business combination and has not commenced any operations[17](index=17&type=chunk)[18](index=18&type=chunk) - The IPO and over-allotment in January 2023 generated total gross proceeds of **$69 million** from **6.9 million** units sold at **$10.00** per unit[19](index=19&type=chunk)[65](index=65&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern due to insufficient working capital to meet its needs through the consummation of a business combination or for the next year[31](index=31&type=chunk) - The company has a deferred underwriting commission of **$2,415,000** payable from the Trust Account only upon completion of a business combination[79](index=79&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company seeking a business combination, its **$1.23 million** net income from Trust Account interest, and significant liquidity concerns raising substantial doubt about its going concern ability - The company is a blank check company targeting a business combination in high-growth sectors such as fintech, alternative energy, biotech, AI, and cloud, with a geographic focus on Asia[93](index=93&type=chunk)[94](index=94&type=chunk) Results of Operations Summary | Period | Net Income/(Loss) | Key Driver | | :--- | :--- | :--- | | **Six Months Ended June 30, 2023** | $1,226,272 | $1,574,062 income from Trust Account | | **Three Months Ended June 30, 2023** | $701,529 | $841,820 income from Trust Account | | **Periods Ended June 30, 2022** | $0 | No operations | - As of June 30, 2023, the company had a cash balance of **$126,594** and a working capital surplus of approximately **$50,490**, which management believes is insufficient and raises substantial doubt about the company's ability to continue as a going concern[100](index=100&type=chunk)[104](index=104&type=chunk) - The company's sponsor may provide loans up to **$300,000** to fund working capital deficiencies, which may be convertible into working capital units at **$10.00** per unit[102](index=102&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AlphaTime is not required to provide detailed market risk disclosures, and believes it has no material interest rate risk due to Trust Account investments in short-term U.S. government treasury bills - The company is a smaller reporting company and is not required to provide the information under this item[126](index=126&type=chunk) - Funds in the Trust Account are invested in U.S. government treasury bills with maturities of 180 days or less, leading management to believe there is no material exposure to interest rate risk[105](index=105&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) As a newly public and emerging growth company, the company is not yet required to report on internal controls under Sarbanes-Oxley, and no material changes occurred in internal control over financial reporting during the quarter - As a newly public and emerging growth company, the company is not currently required to certify and report on its internal controls under Section 404 of the Sarbanes-Oxley Act[127](index=127&type=chunk)[129](index=129&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[130](index=130&type=chunk) Part II. Other Information [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material litigation, arbitration, or other proceedings currently pending against it or its management team - To the knowledge of management, there are no material legal proceedings pending against the company[132](index=132&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Form 10-K filed on March 24, 2023 - No material changes have occurred to the risk factors disclosed in the company's Form 10-K filed on March 24, 2023[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities) The company details unregistered sales of equity securities to its Sponsor, including founder shares and a private placement of **409,200** units for **$4.09 million**, with **$70.2 million** net proceeds placed in the Trust Account - The Sponsor acquired **1,725,000** founder shares[133](index=133&type=chunk) - The company completed a private sale of **409,200** Private Placement Units to the Sponsor at **$10.00** per unit, for gross proceeds of **$4,092,000**, with this issuance exempt from registration under Section 4(a)(2) of the Securities Act[134](index=134&type=chunk) - Net proceeds of **$70,242,000** from the IPO and private placements were placed in the Trust Account[136](index=136&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No other information is reported for this item - None[136](index=136&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) The report lists filed exhibits, including officer certifications and Inline XBRL documents - Filed exhibits include Certifications of the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents[137](index=137&type=chunk)