Alpha Capital Acquisition Company(ASPCU) - 2024 Q3 - Quarterly Report

Financial Position - As of September 30, 2024, total assets amounted to $82,250, with total liabilities at $269,603, resulting in a shareholder's deficit of $187,354[10] - As of September 30, 2024, the Company reported a working capital deficit of $269,603 and had borrowed $244,603 under a promissory note[38] - The Company had deferred offering costs of $82,250 as of September 30, 2024[20] - The Company has no cash or cash equivalents as of September 30, 2024, and December 31, 2023[48] - As of September 30, 2024, the company had no cash available for working capital needs[107] Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $38,778, with general administrative expenses of $38,778[13] - For the nine months ended September 30, 2024, the net loss was $46,778, with accumulated deficit increasing from $165,576 to $212,354[15] - The company incurred a net loss of $38,778 for the three months ended September 30, 2024, primarily due to formation and operating expenses[102] - The company has no revenues to date and does not expect to generate operating revenues until after completing a Business Combination[100] IPO and Fundraising - The company generated total gross proceeds of $55,000,000 from its IPO of 5,500,000 units at an offering price of $10.00 per unit[25] - The underwriters partially exercised their over-allotment option, resulting in additional gross proceeds of $5,000,000 from the issuance of 500,000 units[27] - Total transaction costs for the IPO and over-allotment option amounted to $1,600,217, including $600,000 in cash underwriting commissions[28] - The Company completed its IPO on November 12, 2024, selling 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000[61] - The Sponsor purchased 280,000 private placement units for an aggregate price of $2,800,000 simultaneously with the IPO[62] - An additional 500,000 Over-Allotment Option Units were sold on November 19, 2024, also at $10.00 per unit, resulting in total gross proceeds of $5,000,000[96] - The Company also raised $2.8 million from a private placement of 280,000 units at $10.00 per unit, which are not redeemable until the completion of the initial business combination[134] Trust Account and Redemption - A total of $60,000,000 from the IPO proceeds was placed in a Trust Account, with funds invested in U.S. government treasury bills or money market funds[30] - If the initial Business Combination is not completed within the Combination Period, the Company will redeem public shares at a price equal to the amount in the Trust Account[34] - As of November 19, 2024, a total of $60 million was placed in a Trust Account for the benefit of public shareholders[98] Share Structure - The Company issued 1,581,250 Class B ordinary shares to the Sponsor for $25,000, with no shares outstanding as of September 30, 2024[11] - The Class A ordinary shares subject to possible redemption are classified as temporary equity, with 6,000,000 shares issued as part of the IPO[33] - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the initial Business Combination, subject to certain adjustments[77] - Holders of rights will receive one-tenth of one Class A ordinary share upon consummation of the initial Business Combination, with no additional consideration required[79] - The Company is authorized to issue a total of 1,000,000 preferred shares, but none have been issued as of the reporting dates[75] Costs and Expenses - The Company may incur significant professional and transaction costs in pursuit of the Business Combination[38] - The company has incurred significant costs to remain publicly traded and expects to continue incurring such costs[111] - Total transaction costs amounted to $1,600,217, including $600,000 in cash underwriting commissions, $675,000 fair value of Representative Shares, and $325,217 in other offering costs[138] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[44] - The Company has not verified the Sponsor's ability to satisfy indemnity obligations related to claims against the Trust Account[36] - The Company has not experienced losses on cash accounts exceeding the Federal Depository Insurance Coverage of $250,000 as of September 30, 2024[51] - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months, with no income taxes reflected in the financial statements[56] - The Company does not expect any recently issued accounting standards to have a material effect on its financial statements[124] Management and Governance - Management evaluated the effectiveness of disclosure controls and procedures as of September 30, 2024, concluding they were effective at a reasonable assurance level[127] - The report includes certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act[142] - The report was signed by Claudius Tsang, Chief Executive Officer and Chief Financial Officer, on December 20, 2024[147]