Alphatime Acquisition Corp(ATMCU) - 2024 Q3 - Quarterly Report

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]. IPO and Trust Account - 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]. - 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]. - The net proceeds from the IPO are invested in U.S. government treasury securities, minimizing exposure to interest rate risk [139]. - The company generated total gross proceeds of $3,705,000 from the sale of 370,500 Private Placement Units at $10.00 per unit on January 4, 2023 [148]. - The underwriters exercised their over-allotment option in full, purchasing an additional 900,000 Units for gross proceeds of $9,000,000 at $10.00 per Unit [149]. Financial Position and Liabilities - 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, an increase from $199,318 as of December 31, 2023 [154]. - The company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern [138]. Business Combination and Agreements - 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 has extended the timeline for its business combination from September 4, 2024, to November 4, 2024, and subsequently to December 4, 2024, with an aggregate of $165,000 in extension funds deposited into the Trust Account [131]. - 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 [152]. Fees and Costs - The company recorded an administration fee of $30,000 and $90,000 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 recorded a cash underwriting commission of $0.125 per Unit for 900,000 additional Units, with a deferred commission of $0.35 per Unit totaling $2,415,000 [157]. Other Financial Information - The company has no off-balance sheet arrangements or commitments as of September 30, 2024 [162]. - The company accounts for ordinary shares subject to possible redemption at a redemption value of $11.09 per share, classified as temporary equity [165]. - The company has 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].