Alpha Capital Acquisition Company(ASPCU) - 2025 Q2 - Quarterly Report

Financial Performance - The company reported a net income of $793,141 for the six months ended June 30, 2025, compared to a net loss of $8,000 for the same period in 2024[12]. - Interest income for the three months ended June 30, 2025, was $646,975, while there was no interest income reported for the same period in 2024[12]. - The Company reported a net income of $379,939 for the three months ended June 30, 2025, compared to a net loss of $8,000 for the same period in 2024[66]. - For the six months ended June 30, 2025, the net income was $793,141, while the net loss for the same period in 2024 was $8,000[66]. - The basic and diluted net income per ordinary share for the three months ended June 30, 2025, was $0.11, compared to a loss of $(0.12) for the same period in 2024[67]. - The basic and diluted net income per ordinary share for the six months ended June 30, 2025, was $0.22, while the loss for the same period in 2024 was $(0.24)[67]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $62.78 million, a slight increase from $62.08 million as of December 31, 2024[11]. - Total current liabilities decreased to $425,036 as of June 30, 2025, from $517,334 as of December 31, 2024[11]. - The company had total shareholders' equity of $1.90 million as of June 30, 2025, down from $3.86 million as of December 31, 2024[11]. - Cash at the end of the period was $1,068,509, down from $1,598,890 at the beginning of the period[16]. - As of June 30, 2025, the Company had $1,068,509 in cash and working capital of $726,118[40]. - The estimated fair value of investments held in the Trust Account was $61,624,847 as of June 30, 2025, compared to $60,356,959 as of December 31, 2024[54]. - Class A ordinary shares subject to possible redemption amounted to $60,452,788 as of June 30, 2025, reflecting an increase from $57,694,432 as of December 31, 2024[56]. IPO and Financing - The Company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 Units at $10.00 per Unit[22]. - An additional 500,000 Units were sold under the over-allotment option on November 19, 2024, generating gross proceeds of $5,000,000[23]. - Total transaction costs for the IPO and over-allotment amounted to $1,600,217, including $600,000 in cash underwriting commissions[24]. - The Company placed $60,000,000 of net proceeds from the IPO and private placements into a Trust Account, which will be invested in U.S. government treasury bills[26]. - The Company completed a private placement of 280,000 units at $10.00 per unit, generating total proceeds of $2,800,000[122]. - The underwriter received $600,000 for the underwriter's discount upon the closing of the IPO and the sale of the Over-Allotment Option Units[85]. Business Strategy and Operations - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[20]. - The company’s strategy focuses on pursuing targets in the Environmental, Sustainability, and Governance (ESG) and material technology sectors[18]. - The Company has broad discretion in applying the net proceeds from the IPO and private placements, primarily intended for consummating a Business Combination[27]. - The Company has until 12 months from the IPO closing to complete an initial Business Combination, with the possibility of extending this period by up to 6 months through Extension Loans totaling up to $1,100,000[81]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares[41]. - The Company has significant costs associated with remaining publicly traded and pursuing a Business Combination, raising doubts about its ability to continue as a going concern[127]. Mergers and Acquisitions - The Company entered into an agreement with HD Group for a potential acquisition valued at $300,000,000, to be paid entirely in stock[33]. - A separate agreement with Bioserica was established for a potential acquisition valued at $200,000,000, also to be paid entirely in stock[34]. - The Merger Agreement with Bioserica includes an aggregate consideration of $217,860,000, consisting of $200,000,000 in newly issued Class B ordinary shares and $17,860,000 in Class A ordinary shares[36]. - The Company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination at a price of approximately $10.00 per share[28]. - The aggregate consideration for the Acquisition Merger with Bioserica is $217,860,000, consisting of $200,000,000 in newly issued Class B ordinary shares and $17,860,000 in newly issued Class A ordinary shares[88]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[47]. - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[62]. - The Company is not subject to income taxes in the British Virgin Islands or the United States, resulting in a tax provision of zero for the period presented[63]. - The Company has no dilutive securities as of June 30, 2025, making diluted net income per share the same as basic earnings per share[65]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its reporting[144]. - There are currently no material legal proceedings against the Company that could adversely affect its financial condition or operations[146].