AlphaTime Acquisition p(ATMC) - 2025 Q1 - Quarterly Report

Part I Item 1. Condensed Financial Statements This section presents AlphaTime Acquisition Corp's unaudited condensed financial statements for the period ended March 31, 2025 Condensed Balance Sheets As of March 31, 2025, total assets increased to $15.67 million from $15.26 million at year-end 2024, primarily due to an increase in the value of investments held in the Trust Account Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Assets | | | | Cash | $1,377 | $1,425 | | Investment held in Trust Account | $15,596,634 | $15,240,284 | | Total Assets | $15,673,372 | $15,257,022 | | Liabilities & Shareholders' Deficit | | | | Total Current Liabilities | $3,629,881 | $3,331,500 | | Total Liabilities | $6,044,881 | $5,746,500 | | Ordinary shares subject to possible redemption | $15,596,634 | $15,240,284 | | Total Shareholders' Deficit | $(5,968,143) | $(5,729,762) | Condensed Statements of Operations For the three months ended March 31, 2025, the company reported a net income of $117,969, a decrease from $442,265 in the same period of 2024 Condensed Statement of Operations (Unaudited) | Account | Three months ended March 31, 2025 (USD) | Three months ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Formation and operating costs | $183,402 | $344,903 | | Income earned on Trust Account | $301,371 | $787,168 | | Net income | $117,969 | $442,265 | | Basic and diluted net income per share, redeemable | $0.20 | $0.12 | | Basic and diluted net loss per share, non-redeemable | $(0.07) | $(0.07) | Condensed Statements of Changes in Shareholders' Deficit The shareholders' deficit increased from $(5.73) million at the end of 2024 to $(5.97) million as of March 31, 2025 Changes in Shareholders' Deficit (For the three months ended March 31, 2025) | Description | Amount (USD) | | :--- | :--- | | Balance as of December 31, 2024 | $(5,729,762) | | Subsequent measurement of ordinary shares subject to possible redemption | $(356,350) | | Net income | $117,969 | | Balance as of March 31, 2025 | $(5,968,143) | Condensed Statements of Cash Flows For the three months ended March 31, 2025, net cash provided by operating activities was $54,931, a significant shift from cash used in the prior year period Condensed Statement of Cash Flows (Unaudited) | Cash Flow Category | Three months ended March 31, 2025 (USD) | Three months ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $54,931 | $(25,625) | | Net cash provided by (used in) investing activities | $(54,979) | $23,137,146 | | Net cash used in financing activities | $0 | $(23,117,146) | | Net change in cash | $(48) | $(5,625) | | Cash—end of the period | $1,377 | $9,429 | Notes to Unaudited Condensed Financial Statements The notes detail the company's formation as a SPAC, its IPO, the proposed merger with HCYC Group, and its liquidity situation, which raises substantial doubt about its ability to continue as a going concern - The company is a Cayman Islands-incorporated SPAC formed to effect a business combination and has not commenced any operations as of March 31, 2025[20][21] - On January 5, 2024, the Company entered into a Merger Agreement with HCYC Group Company Limited and related entities for a business combination[44] - Management has concluded that the company's working capital deficit of $3.55 million and its need to complete a business combination by October 4, 2025, raise substantial doubt about its ability to continue as a going concern[38] - The company has repeatedly extended its business combination deadline, requiring deposits into the Trust Account financed by promissory notes from its Sponsor and target company HCYC. The deadline is now October 4, 2025[32][33][42] - Subsequent to the quarter end, the company received a Nasdaq non-compliance notice for its Minimum Value of Listed Securities falling below $50 million, appointed a new CFO, and borrowed an additional $285,086 from HCYC[103][105] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, liquidity, and operational results, highlighting its blank check status and going concern risks - The company is a blank check company focused on finding a business combination target in sectors like fintech, clean energy, biotech, AI, and logistics, with a geographic focus on Asia[107][108] - Two significant redemption events occurred. In December 2023, 2,160,774 shares were redeemed, removing ~$23.3 million from the Trust Account. In December 2024, another 3,403,976 shares were redeemed, removing ~$38.9 million[118][120] - As of March 31, 2025, the company had a cash balance of only $1,377 and a working capital deficit of $3,553,143, indicating severe liquidity constraints[114] - The company is reliant on non-interest bearing loans from its Sponsor and the merger target, HCYC, to fund operations and the required monthly extension payments of $55,000 to maintain the Trust Account[114][117][119] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is a smaller reporting company and is therefore not required to provide the information requested under this item - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[148] - The company believes there is no material exposure to interest rate risk as Trust Account funds are invested in short-term U.S. government treasury securities or money market funds[124] Item 4. Controls and Procedures Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[149] - The ineffectiveness was attributed to a material weakness in internal control over financial reporting concerning the insufficient review of related party transactions[149] - Management intends to expand and improve its review process for related party transactions to remediate the material weakness[149] Part II Item 1. Legal Proceedings The company reports that, to the knowledge of its management, there are no material litigation, arbitration, or other governmental proceedings currently pending against the company - There is no material litigation, arbitration, bankruptcy, receivership, or governmental proceeding pending against the company or its management[154] Item 1A. Risk Factors The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed with the SEC on April 15, 2025 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on April 15, 2025[155] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the use of proceeds from the company's Initial Public Offering (IPO) and the simultaneous private placement of units Use of Proceeds from IPO and Private Placement | Description | Amount (USD) | | :--- | :--- | | Gross Proceeds from IPO (incl. over-allotment) | $69,000,000 | | Gross Proceeds from Private Placement | $4,092,000 | | Total Transaction Costs | $4,892,699 | | Amount Placed in Trust Account | $70,242,000 | Item 5. Other Information The company reports that there is no other information to disclose under this item for the reporting period - None[161] Item 6. Exhibits This section provides an index of the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by SEC rules[163] - Inline XBRL data files are included as exhibits for interactive data purposes[163]