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)

Financial Performance - As of March 31, 2023, the company reported a net income of $524,743, consisting of a loss of $207,499 from formation and operating costs, offset by $732,242 earned on investments held in the Trust Account[90]. - The company has not engaged in any operations or generated revenues to date, and does not expect to do so until the completion of its initial business combination[90]. - The company may require additional capital to meet liquidity needs beyond the net proceeds from the IPO[95]. IPO and Capital Raising - 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[91]. - An additional 900,000 units were sold under the underwriters' over-allotment option, generating gross proceeds of $9,000,000[92]. - 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[107]. - 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[111]. Trust Account and Cash Position - As of March 31, 2023, the Trust Account held marketable securities valued at $70,974,242, primarily in U.S. government treasury bills[93]. - The company had a cash balance of $186,560 and a working capital surplus of approximately $175,366 as of March 31, 2023[95]. - As of March 31, 2023, the amount due to related parties was $28,693, a decrease from $380,566 as of December 31, 2022, representing a reduction of approximately 92.5%[109]. Business Strategy and Operations - The company intends to focus its acquisition efforts on rapidly-growing sectors such as fintech, clean energy, biotech, and AI, primarily in Asia[89]. - The company has not yet identified a specific business combination target and has not engaged in substantive discussions regarding potential targets[88]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[90]. Fees and Costs - An administration fee of $30,000 was recorded for the three months ended March 31, 2023, with a maximum allowable charge of $10,000 per month until the close of the initial business combination[110]. - The company has incurred a total cash fee of $200,000 for advisory services related to the IPO, with $160,000 paid by the Sponsor through December 31, 2022, and an additional $40,000 paid subsequently[115]. - The Company incurred deferred offering costs of $200,000 for advisory services related to the IPO, with $160,000 paid by the Sponsor by December 31, 2022, and an additional $40,000 paid by March 31, 2023[115]. Accounting and Financial Reporting - The company has not identified any critical accounting policies that could materially affect its financial statements[117]. - The ordinary shares subject to possible redemption are presented at a redemption value of $10.18 per share, classified as temporary equity[118]. - Deferred offering costs were recorded as $0 as of March 31, 2023, down from $584,518 as of December 31, 2022[121]. - The company has no off-balance sheet arrangements or commitments as of March 31, 2023[116].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 Commission File Number 001-41584 ALPHATIME ACQUISITION CORP (Exact name of registrant as specified in its charter) 500 5 Avenue, Suite 938 New York, NY 10110 N/A (Address of principal executive offices) (zip code) | --- | |-------| | | | | | | | | | | | | | | Cayman Islands (State or Other Jurisdiction of ...