AlphaTime Acquisition p(ATMC) - 2023 Q2 - Quarterly Report

Part I Condensed Financial Statements AlphaTime Acquisition Corp, a SPAC, reported a $1.23 million net income for the six months ended June 30, 2023, driven by Trust Account interest, with $72.0 million in assets, but faces going concern doubts Condensed Balance Sheets As of June 30, 2023, total assets increased to $72.0 million, primarily from IPO proceeds held in the Trust Account, while total liabilities reached $2.6 million, resulting in a $2.4 million shareholders' deficit Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $126,594 | - | | Cash and investment held in Trust Account | $71,816,062 | - | | Total Assets | $72,043,446 | $592,570 | | Liabilities & Equity | | | | Total Liabilities | $2,591,894 | $577,372 | | Ordinary shares subject to possible redemption (Temporary Equity) | $71,816,062 | - | | Total Shareholders' Equity/(Deficit) | ($2,364,510) | $15,198 | Unaudited Condensed Statements of Operations For the three and six months ended June 30, 2023, the company reported net incomes of $701,529 and $1,226,272, respectively, primarily from Trust Account interest offsetting operating costs Statement of Operations Summary (Unaudited) | Period | Formation and operating costs | Income earned on Trust Account | Net Income | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2023 | ($140,291) | $841,820 | $701,529 | | Six Months Ended June 30, 2023 | ($347,790) | $1,574,062 | $1,226,272 | | Three & Six Months Ended June 30, 2022 | - | - | - | Net Loss per Share (Non-redeemable ordinary shares) | Period | Basic and diluted net loss per share | | :--- | :--- | | Three Months Ended June 30, 2023 | ($0.02) | | Six Months Ended June 30, 2023 | ($0.91) | Unaudited Condensed Statements of Cash Flows For the six months ended June 30, 2023, financing activities provided $70.6 million, primarily for investing $70.2 million into the Trust Account, resulting in a net cash increase of $126,594 Cash Flow Summary for Six Months Ended June 30, 2023 (Unaudited) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($264,517) | | Net cash used in investing activities | ($70,242,000) | | Net cash provided by financing activities | $70,633,111 | | Net change in cash | $126,594 | Notes to Unaudited Condensed Financial Statements These notes detail the company's SPAC status, IPO proceeds of $69 million, related party transactions, and a $2.4 million deferred underwriting commission, while highlighting substantial doubt about its going concern ability - The company is a blank check company formed to effect a business combination and has not commenced any operations[17][18] - The IPO and over-allotment in January 2023 generated total gross proceeds of $69 million from 6.9 million units sold at $10.00 per unit[19][65] - Management has concluded there is substantial doubt about the company's ability to continue as a going concern due to insufficient working capital to meet its needs through the consummation of a business combination or for the next year[31] - The company has a deferred underwriting commission of $2,415,000 payable from the Trust Account only upon completion of a business combination[79] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company seeking a business combination, its $1.23 million net income from Trust Account interest, and significant liquidity concerns raising substantial doubt about its going concern ability - The company is a blank check company targeting a business combination in high-growth sectors such as fintech, alternative energy, biotech, AI, and cloud, with a geographic focus on Asia[93][94] Results of Operations Summary | Period | Net Income/(Loss) | Key Driver | | :--- | :--- | :--- | | Six Months Ended June 30, 2023 | $1,226,272 | $1,574,062 income from Trust Account | | Three Months Ended June 30, 2023 | $701,529 | $841,820 income from Trust Account | | Periods Ended June 30, 2022 | $0 | No operations | - As of June 30, 2023, the company had a cash balance of $126,594 and a working capital surplus of approximately $50,490, which management believes is insufficient and raises substantial doubt about the company's ability to continue as a going concern[100][104] - The company's sponsor may provide loans up to $300,000 to fund working capital deficiencies, which may be convertible into working capital units at $10.00 per unit[102] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, AlphaTime is not required to provide detailed market risk disclosures, and believes it has no material interest rate risk due to Trust Account investments in short-term U.S. government treasury bills - The company is a smaller reporting company and is not required to provide the information under this item[126] - Funds in the Trust Account are invested in U.S. government treasury bills with maturities of 180 days or less, leading management to believe there is no material exposure to interest rate risk[105] Controls and Procedures As a newly public and emerging growth company, the company is not yet required to report on internal controls under Sarbanes-Oxley, and no material changes occurred in internal control over financial reporting during the quarter - As a newly public and emerging growth company, the company is not currently required to certify and report on its internal controls under Section 404 of the Sarbanes-Oxley Act[127][129] - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[130] Part II. Other Information Legal Proceedings The company reports no material litigation, arbitration, or other proceedings currently pending against it or its management team - To the knowledge of management, there are no material legal proceedings pending against the company[132] Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's Form 10-K filed on March 24, 2023 - No material changes have occurred to the risk factors disclosed in the company's Form 10-K filed on March 24, 2023[133] Unregistered Sales of Equity Securities and Use of Proceeds The company details unregistered sales of equity securities to its Sponsor, including founder shares and a private placement of 409,200 units for $4.09 million, with $70.2 million net proceeds placed in the Trust Account - The Sponsor acquired 1,725,000 founder shares[133] - The company completed a private sale of 409,200 Private Placement Units to the Sponsor at $10.00 per unit, for gross proceeds of $4,092,000, with this issuance exempt from registration under Section 4(a)(2) of the Securities Act[134] - Net proceeds of $70,242,000 from the IPO and private placements were placed in the Trust Account[136] Other Information No other information is reported for this item - None[136] Exhibits The report lists filed exhibits, including officer certifications and Inline XBRL documents - Filed exhibits include Certifications of the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents[137]