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)

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 ...