Alpha Capital Acquisition Company(ASPCU) - 2025 Q3 - Quarterly Report

Financial Performance - Net income for the three months ended September 30, 2025, was $480,352, a significant increase from a net loss of $38,778 in the same period of 2024[13]. - For the nine months ended September 30, 2025, the company achieved a net income of $1,273,493, while in 2024, it reported a net loss of $46,778[73]. - The basic and diluted net income per ordinary share for the three months ended September 30, 2025, was $0.12, compared to a loss of $0.11 in 2024[73]. - The basic and diluted net income per ordinary share for the nine months ended September 30, 2025, was $0.34, while it was a loss of $0.36 in 2024[73]. Assets and Liabilities - Total assets increased to $63,360,882 as of September 30, 2025, compared to $62,075,158 as of December 31, 2024, reflecting a growth of 2.07%[12]. - Total liabilities remained stable at $529,565 as of September 30, 2025, compared to $517,334 as of December 31, 2024, showing a slight increase of 2.4%[12]. - The total shareholders' equity decreased to $975,004 as of September 30, 2025, from $3,863,392 as of December 31, 2024, a decline of 74.8%[12]. - Cash balance decreased to $1,062,632 as of September 30, 2025, down from $1,598,890 at the beginning of the period, a decline of 33.5%[21]. Revenue Generation - Interest income for the nine months ended September 30, 2025, was $1,948,362, compared to $0 in the same period of 2024, indicating a substantial increase in revenue generation[13]. - For the three months ended September 30, 2025, the Company reported general and administrative expenses of $173,955 and interest income of $654,307, resulting in a net income of $480,352 for the quarter[128]. - For the nine months ended September 30, 2025, the Company had general and administrative expenses of $674,869 and interest income of $1,948,362, leading to a net income of $1,273,493[129]. 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[27]. - An additional 500,000 units were sold under the over-allotment option, generating gross proceeds of $5,000,000[29]. - Total transaction costs for the IPO amounted to $1,600,217, including $600,000 in cash underwriting commissions[30]. - The Company has placed $60,000,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[32]. Business Combination - The initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the Trust Account value[33]. - The Combination Period has been extended to November 12, 2026, allowing up to 24 months from the IPO to complete a Business Combination[36]. - The Company entered into a merger agreement with PubCo, Merger Sub, and Bioserica, with an aggregate consideration of $217,860,000 for the Acquisition Merger[42]. - The consideration includes $200,000,000 in the form of 20,000,000 newly issued PubCo Class B ordinary shares and $17,860,000 in the form of 1,786,000 newly issued PubCo Class A ordinary shares[42]. Operational Status - As of September 30, 2025, the Company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[25]. - The Company has determined that there is substantial doubt about its ability to continue as a going concern without completing a Business Combination[137]. - The Company has incurred significant costs related to its acquisition plans and does not expect to generate operating revenues until after completing a business combination[120]. Shareholder Information - The Company had 555,000 Class A ordinary shares outstanding, excluding 6,000,000 Class A ordinary shares subject to possible redemption[98]. - The Company is authorized to issue a total of 100,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares, with 1,500,000 Class B ordinary shares issued and outstanding as of September 30, 2025[99][100]. - The holders of rights will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, with 6,000,000 rights outstanding as of September 30, 2025[102]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[54]. - The company did not recognize any income tax expense as it is not subject to income taxes in the British Virgin Islands or the United States[69]. - The company has no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025[68]. Market Conditions - The ongoing geopolitical tensions and market volatility may adversely affect the Company's ability to consummate a Business Combination[51]. - The Company has significant professional costs expected to continue as it remains a publicly traded entity and pursues a Business Combination[47].