Alpha Capital Acquisition Company(ASPCU) - 2025 Q1 - Quarterly Report

Financial Position - As of March 31, 2025, total assets amounted to $62,249,731, a slight increase from $62,075,158 as of December 31, 2024[11] - Total current liabilities decreased significantly from $517,334 as of December 31, 2024, to $278,705 as of March 31, 2025[11] - The company had total liabilities of $278,705 as of March 31, 2025, compared to $517,334 as of December 31, 2024[11] - The company’s additional paid-in capital decreased from $4,255,351 as of December 31, 2024, to $2,882,861 as of March 31, 2025[11] - As of March 31, 2025, the Company had $1,119,610 in cash and working capital of $982,030, with liquidity needs previously satisfied through a $25,000 sale of Founders Shares and a $350,000 loan from the Sponsor[39] - As of March 31, 2025, the Company had $1,119,610 in cash and $60,988,996 in investments held in the Trust Account, compared to $1,598,890 and $60,356,959 respectively as of December 31, 2024[50][54] Income and Earnings - The company reported a net income of $413,202 for the three months ended March 31, 2025, compared to no income reported for the same period in 2024[12] - Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.11 for the three months ended March 31, 2025[12] - For the three months ended March 31, 2025, the company reported a net income of $413,202, while the net loss including accretion of ordinary shares to redemption value was $(959,288)[67] - The basic and diluted net loss per ordinary share for the three months ended March 31, 2025, was $0.11, compared to a loss of $(0.12) for the same period in 2024[67] IPO and Financing - The company generated total gross proceeds of $55,000,000 from its IPO, which was consummated on November 12, 2024[25] - Total transaction costs related to the IPO amounted to $1,600,217[27] - The Company issued 270,000 Class A ordinary shares to Maxim Group LLC, valued at $675,000, as compensation related to the IPO[28] - 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] - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt[40] - The Company has the option to extend the time to consummate a Business Combination by up to 18 months, requiring a deposit of $550,000 for each three-month extension[80] - The underwriter partially exercised the over-allotment option on November 19, 2024, purchasing 500,000 units, generating gross proceeds of $5,000,000[83] - The sponsor purchased 280,000 private placement units at $10.00 per unit for a total of $2,800,000 simultaneously with the IPO[73] Business Combination - The Company has 12 months (or up to 18 months if extended) to complete its initial Business Combination, or it will cease operations and liquidate[34] - The aggregate consideration for the acquisition of HD Group is $300,000,000, to be paid entirely in stock at a price of $10.00 per share[37] - The aggregate consideration for the acquisition of Bioserica is $200,000,000, also to be paid entirely in stock at a price of $10.00 per share[38] - The Company intends to effectuate its initial business combination using cash from the IPO proceeds and other financing methods[104] - The Company entered into the HD Group Agreement on December 31, 2024, with an aggregate consideration of $300,000,000 to be paid entirely in stock at a price of $10.00 per share[106] - On January 24, 2025, the Company entered into the Bioserica Agreement with a total consideration of $200,000,000, also to be paid in stock at $10.00 per share[107] Risks and Uncertainties - If the Company cannot complete a Business Combination by November 12, 2025, it will liquidate, raising substantial doubt about its ability to continue as a going concern[41] - Various global political and economic uncertainties may adversely affect the Company's ability to consummate a Business Combination[42] - The ongoing conflicts and market volatility may impact the Company's ability to raise necessary financing for its operations and Business Combination[43] - The Company expects to incur significant costs to remain a publicly traded company and pursue a Business Combination, raising concerns about its ability to continue as a going concern[119] Accounting and Reporting - The Company is classified as an "emerging growth company" and is exempt from certain reporting requirements, including auditor attestation requirements[46] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to tax positions as of March 31, 2025[62] - The Company follows the asset and liability method of accounting for income taxes, with a tax provision of zero for the period presented due to its status in the British Virgin Islands[63] - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[59] - The Company applies ASC 820 for fair value measurements, which requires maximizing observable inputs and minimizing unobservable inputs[60] - The Company has evaluated its disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of March 31, 2025[134] - The Company does not believe that any recently issued accounting standards will have a material effect on its financial statements[71] - The Company adopted ASU 2023-09 on January 1, 2025, which requires expanded disclosures of income taxes paid, with no significant impact reported[69] - The Company adopted ASU 2023-07 and ASU 2023-09 on January 1, 2025, with no significant impact on its financial statements[129][130] Shareholder Information - Class A ordinary shares subject to possible redemption were valued at $59,066,922 as of March 31, 2025, an increase from $57,694,432 as of December 31, 2024[56] - The Company has 550,000 Class A ordinary shares outstanding, excluding 6,000,000 Class A ordinary shares subject to possible redemption[87] - As of March 31, 2025, there were 6,000,000 rights outstanding, with each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination[91] - The Company is authorized to issue a total of 1,000,000 preferred shares, with none issued or outstanding as of March 31, 2025[86] - The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis[89] Expenses and Costs - General and administrative expenses for the three months ended March 31, 2025, were $233,878[100] - Interest earned on investments held in the Trust Account for the three months ended March 31, 2025, was $632,037[100] - The Company incurred $1,600,217 in transaction costs related to the IPO, including $600,000 in underwriting fees[114] - Total transaction costs for the IPO amounted to $1,600,217, including $600,000 in cash underwriting commissions and $675,000 in fair value of Representative Shares[145]