AlphaTime Acquisition p(ATMC) - 2023 Q3 - Quarterly Report

Part I. Financial Information Condensed Financial Statements The SPAC reported $1.71 million net income for the nine months ended September 30, 2023, from Trust Account interest, with total assets of $73.2 million, facing going concern doubts due to a working capital deficit Condensed Balance Sheets As of September 30, 2023, total assets were $73.2 million, primarily in the Trust Account, with a $2.5 million shareholders' deficit due to redeemable share reclassification post-IPO Condensed Balance Sheet Data (Unaudited) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $56,540 | $0 | | Cash and investment held in Trust Account | $72,420,843 | $0 | | Total Assets | $73,232,853 | $592,570 | | Liabilities | | | | Total current liabilities | $879,746 | $577,372 | | Deferred underwriting commission | $2,415,000 | $0 | | Total Liabilities | $3,294,746 | $577,372 | | Equity | | | | Ordinary shares subject to possible redemption | $72,420,843 | $0 | | Total Shareholders' (Deficit)/Equity | ($2,482,736) | $15,198 | Condensed Statements of Operations Net income for the three and nine months ended September 30, 2023, was $486,555 and $1,712,827 respectively, solely from Trust Account interest offsetting operating costs Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Formation and operating costs | ($118,226) | ($466,016) | | Income earned on Trust Account | $604,781 | $2,178,843 | | Net Income | $486,555 | $1,712,827 | | Basic and diluted net income per share, redeemable | $0.07 | $0.54 | Condensed Statements of Changes in Shareholders' (Deficit)/Equity Shareholders' equity shifted from a $15,198 positive balance to a $2.48 million deficit by September 30, 2023, primarily due to IPO-related reclassification of redeemable shares - The company's equity shifted from a positive $15,198 at the end of 2022 to a deficit of ($2,482,736) by September 30, 2023[13] - Major changes in 2023 include the issuance of ordinary shares from the public offering ($69 million), private placements ($4.09 million), and the subsequent reclassification of $67.3 million in redeemable shares to temporary equity[13] Condensed Statements of Cash Flows For the nine months ended September 30, 2023, financing activities provided $70.6 million, investing activities used $70.2 million for the Trust Account, resulting in a period-end cash balance of $56,540 Cash Flow Summary for Nine Months Ended Sep 30, 2023 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($334,571) | | Net cash used in investing activities | ($70,242,000) | | Net cash provided by financing activities | $70,633,111 | | Net change in cash | $56,540 | | Cash at end of period | $56,540 | Notes to Unaudited Condensed Financial Statements The notes detail the company's SPAC formation, January 2023 IPO raising $69 million, a working capital deficit, and management's substantial doubt about its going concern ability, including sponsor loans - The company is a Cayman Islands incorporated blank check company formed to effect a business combination, with no operations to date, and all activities relate to its formation and IPO[17][18] - The company consummated its IPO on January 4, 2023, raising gross proceeds of $60 million, with an additional $9 million from an over-allotment option, and an aggregate of $70.24 million was placed in a Trust Account[19][21] - Management has concluded that the company's working capital deficit and need for additional capital raise substantial doubt about its ability to continue as a going concern[30][31] - On September 27, 2023, the sponsor provided a $690,000 non-interest-bearing loan to extend the business combination deadline from October 4, 2023, to January 4, 2024, convertible into ordinary shares upon a successful business combination[70][87] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check entity with no operations, its search for an Asian business combination target, and acknowledges substantial doubt about its going concern ability due to a working capital deficit - The company is a blank check company with no revenue, and its activities are limited to organizational tasks and preparing for a business combination[89][91] - The company intends to focus its search for a business combination on rapidly-growing targets in fintech, alternative energy, biotech, logistics, AI, and cloud industries, with a geographic focus on Asia[90] - Management states that the company's financial condition, including a working capital deficit, raises substantial doubt about its ability to continue as a going concern[100] Financial Results Summary | Period | Net Income | Key Driver | | :--- | :--- | :--- | | Q3 2023 | $486,555 | Income from Trust Account ($604,781) offset by operating costs ($118,226) | | Nine Months 2023 | $1,712,827 | Income from Trust Account ($2,178,843) offset by operating costs ($466,016) | Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, detailed market risk disclosures are not required, but funds in the Trust Account are invested in short-term U.S. government securities with no material interest rate risk - As a smaller reporting company, the company is not required to provide detailed market risk disclosures[126] - Funds in the Trust Account are invested in short-term U.S. government securities, and management believes there is no material exposure to interest rate risk[101] Controls and Procedures As a newly public and emerging growth company, the assessment of internal controls over financial reporting is not yet complete, with no material changes reported this quarter - The company is not yet required to report on its internal controls under Section 404 of the Sarbanes-Oxley Act and has not completed an assessment[127][129] - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[130] Part II. Other Information Legal Proceedings No material litigation, arbitration, or other proceedings are currently pending against the company or its management team - To the knowledge of management, there are no pending material legal proceedings against the company[131] Risk Factors No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K filed on March 24, 2023, have occurred - No material changes to risk factors have occurred since the filing of the Form 10-K on March 24, 2023[132] Unregistered Sales of Equity Securities and Use of Proceeds This section details unregistered equity sales, including 1,725,000 founder shares and 409,200 private placement units to the Sponsor, with $70.24 million net proceeds placed in the Trust Account - The Sponsor acquired a total of 1,725,000 founder shares[133] - Simultaneously with the IPO and over-allotment, the company sold a total of 409,200 Private Placement Units to the Sponsor at $10.00 per unit, generating gross proceeds of $4,092,000[134] - Net proceeds from the IPO and private placement totaling $70,242,000 were deposited into the Trust Account[136] Other Information No other information was reported under this item - None[136] Exhibits This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed include Certifications of the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL data files[138]