ATMC Q3 2025: Redemptions, going concern risk and $11.5M PIPE
AlphaTime Acquisition Corp, a SPAC listed on Nasdaq, reported small net income driven by trust interest while continuing to seek completion of its proposed business combination with HCYC Group Company Limited. For the three and nine months ended September 30, 2025, net income was $165,713 and $156,367, mainly from $164,486 and $628,546 of income earned on its trust investments. At September 30, 2025, total assets were $16.1 million, including $16.0 million held in the trust account, while current liabilities of $4.0 million and promissory notes and related-party balances resulted in a shareholders’ deficit of about $6.4 million. Extensive redemptions have reduced ordinary shares subject to possible redemption to 1,335,250 at $12.00 per share, and only 2,134,200 non‑redeemable ordinary shares remain outstanding, with a further reduction in public float after an October 2025 redemption. The company has repeatedly extended its combination deadline to as late as January 4, 2026 via promissory note-funded monthly payments and discloses a working capital deficit of $3.9 million and substantial doubt about its ability to continue as a going concern if it cannot close a business combination or secure additional financing. To support the HCYC transaction, it entered into a $11.5 million PIPE financing for 1,150,000 ordinary shares and 2,300,000 warrants at $10.00 per unit equivalent, expected to close with the business combination, and the related Form F‑4 has been declared effective by the SEC.
Positive
- None.
Negative
- None.
Insights
AlphaTime advances its HCYC deal and PIPE, but faces tight liquidity and going concern risk.
AlphaTime Acquisition Corp is in the late stages of its SPAC lifecycle. It has signed a merger agreement with HCYC Group Company Limited, secured effectiveness of a Form F‑4 registration statement, and agreed to a
Extensive redemptions removed approximately
Management explicitly states that a working capital deficit of
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TABLE OF CONTENTS
| Page | |||
| Part I. | Financial Information | F-1 | |
| Item 1. | Condensed Financial Statements | F-1 | |
| Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | F-1 | ||
| Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 | F-2 | ||
| Unaudited Condensed Statements of Changes in Shareholders’ Equity/(Deficit) for the three and nine months ended September 30, 2025 and 2024 | F-3 | ||
| Unaudited Condensed Statements of Cash Flows for the three and nine months ended September 30, 2025 and 2024 | F-4 | ||
| Notes to Unaudited Condensed Financial Statements | F-5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 | |
| Item 4. | Controls and Procedures | 8 | |
| Part II. | Other Information | 9 | |
| Item 1. | Legal Proceedings | 9 | |
| Item 1A. | Risk Factors | 9 | |
| Item 2. | Unregistered Sales of Equity Securities | 9 | |
| Item 5. | Other Information | 9 | |
| Item 6. | Exhibits | 10 | |
| Signatures | 11 | ||
| i |
PART I - FINANCIAL INFORMATION
ALPHATIME ACQUISITION CORP
CONDENSED BALANCE SHEETS
September 30, 2025 (unaudited) | December 31, 2024 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investment held in Trust Account | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Promissory notes – related party | ||||||||
| Due to HCYC | - | |||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Deferred underwriting commission | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 6) | - | - | ||||||
| Temporary Equity: | ||||||||
| Ordinary shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preferred shares, $ | - | - | ||||||
| Ordinary Shares, $ | ||||||||
| Additional paid-in capital | - | - | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Temporary Equity and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-1 |
ALPHATIME ACQUISITION CORP
CONDENSED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2025 and 2024 (Unaudited)
Three months ended September 30, 2025 | Three months ended September 30, 2024 | Nine months ended September 30, 2025 | Nine months ended September 30,2024 | |||||||||||||
| Formation and operating costs, net | $ | ( | ) | $ | $ | $ | ||||||||||
| Total Expenses, net | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other Income | ||||||||||||||||
| Income earned on Trust Account | $ | $ | $ | $ | ||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding of redeemable ordinary shares | ||||||||||||||||
| Basic and diluted net income per share, redeemable ordinary shares | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding of non-redeemable ordinary shares | ||||||||||||||||
| Basic and diluted net loss per share, non-redeemable ordinary shares | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-2 |
ALPHATIME ACQUISITION CORP
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the three and nine months ended September 30, 2025 and 2024 (Unaudited)
| Shares | Amount | Additional paid-in capital | Accumulated deficit | Total shareholders’ deficit | ||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
Ordinary Shares | Amount | Additional paid-in capital | Accumulated deficit | Total shareholders’ deficit | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net loss | - | - | - | |||||||||||||||||
| Net income (loss) | - | - | - | |||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
ALPHATIME ACQUISITION CORP
CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2025 and 2024 (Unaudited)
For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Income earned on Trust Account | ( | ) | ( | ) | ||||
| Changes in current assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accrued offering costs and expenses | ( | ) | ||||||
| Due to HCYC | - | |||||||
| Due to related parties | ||||||||
| Net cash provided by (used in) operating activities | $ | ( | ) | |||||
| Cash Flows from Investing Activities: | ||||||||
| Principal deposited in Trust Account | $ | ( | ) | $ | ( | ) | ||
| Cash withdrawn from Trust Account in connection with redemption | - | |||||||
| Net cash (used in) provided by investing activities | $ | ( | ) | $ | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of promissory note to related party | - | |||||||
| Redemption of ordinary shares | - | ( | ) | |||||
| Net cash used in financing activities | $ | - | $ | ( | ) | |||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash—beginning of the period | ||||||||
| Cash—end of the period | $ | $ | ||||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Remeasurement adjustment on class A common stock subject to possible redemption | $ | $ | ||||||
| Subsequent measurement of ordinary shares subject to possible redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
ALPHATIME ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 - Description of Organization, Business Operations and Liquidity
AlphaTime
Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on
As on September 30, 2025, the Company had not commenced any operations. All activities for the period from September 15, 2021 (inception) through September 30, 2025 relates to the Company’s organizational activities, those necessary to prepare for and complete the initial public offering (“IPO”), identifying a target company for a business combination and activities in connection with the business combination. The Company will not generate any operating revenues until the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”). The registration statement
for the Company’s IPO was declared effective on December 30, 2022 (the “Effective Date”). On January 4, 2023, the Company
consummated the IPO of
Simultaneously
with the closing of the IPO, the Company completed the sale of
Following
the closing of the IPO and the sale of over-allotment units, an aggregate of $
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least
| F-5 |
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer, will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
| F-6 |
On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4, 2024
by depositing an aggregate of $
At
an extraordinary general meeting of shareholders held on December 28, 2023 (the “Meeting”), the Company adopted the Company’s
Third Amended and Restated Memorandum and Articles of Association (the “Third Amended and Restated Memorandum and Articles of Association”)
reflecting the extension of the date by which the Company must consummate a business combination from January 4, 2024 (the “Termination
Date”) up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of
one month each (each an “Extension”) up to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation
of its Initial Public Offering for a total of twelve (12) months after the Termination Date (assuming a business combination has not
occurred). The Company also entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust
Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (as amended, the “Trust Agreement”). Pursuant
to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from the Termination
Date up to ten (10) times, with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one
month each from the Termination Date, or extended date, as applicable, to January 4, 2025 by providing five days’ advance notice
to the trustee prior to the applicable Termination Date, or extended date, and depositing into the Trust Account $
At
an extraordinary general meeting of shareholders held on December 20, 2024 (the “Second Meeting”), the Company adopted an
amendment to the Third Amended and Restated Memorandum and Articles of Association (the “Amendment”) reflecting the extension
of the date by which the Company must consummate a business combination from January 4, 2025 (the “Termination Date”) up
to nine (9) times, each comprised of one month each (each an “Extension”) up to October 4, 2025 (i.e., for a period of time
ending up to 33 months after the consummation of its Initial Public Offering for a total of nine (9) months after the Termination Date
(assuming a business combination has not occurred). The Company also entered into an amendment (the “Second Trust Agreement Amendment”)
to the Trust Agreement. Pursuant to the Second Trust Agreement Amendment, the Company has extended the date by which it has to complete
a business combination from the Termination Date up to nine (9) times, each comprised of one month each from the Termination Date, or
extended date, as applicable, to October 4, 2025 by providing five days’ advance notice to the trustee prior to the applicable
Termination Date, or extended date, and depositing into the Trust Account an Extension Payment of $
On
January 4, 2024, the Company deposited $
| F-7 |
However,
if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned and not previously released to us to pay our taxes, if any (less up to $
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $
Liquidity
As
of September 30, 2025, the Company had a cash balance of $
| F-8 |
In
addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan funds to the Company as may
be required but there is no guarantee that the Company will receive such funds. As on September 30, 2025, there was an amount of $
In
connection with the shareholders’ vote at the meeting on December 28, 2023,
At
an extraordinary general meeting of shareholders held on December 20, 2024 (the “Second Meeting”), the Company adopted an
amendment to the Third Amended and Restated Memorandum and Articles of Association (the “Second Amendment”) reflecting the
extension of the date by which the Company must consummate a business combination from the Extended Date up to nine (9) times, each comprised
of one month each (each an “Extension”) up to October 4, 2025 (i.e., for a period of time ending up to 33 months after the
consummation of its Initial Public Offering for a total of nine (9) months after the Extended Date (assuming a business combination has
not occurred). The Company also entered into an amendment (the “Second Trust Agreement Amendment”) to the Trust Agreement.
Pursuant to the Second Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination
from the Extended Date up to nine (9) times, each comprised of one month each from the Extended Date, as applicable, to October 4, 2025
by providing five days’ advance notice to the trustee prior to the applicable Extended Date, and depositing into the Trust Account
an Extension Payment of $
In
connection with the shareholders’ vote at the Second Meeting, holders of
On January 5, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, HCYC Holding Company (“PubCo”), ATMC Merger Sub 1 Limited (“Merger Sub 1”), ATMC Merger Sub 2 Limited (“Merger Sub 2”), and HCYC Merger Sub Limited (“Merger Sub 3”, and together with PubCo, Merger Sub 1 and Merger Sub 2, the “Acquisition Entities”), and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which (i) the Company will merge with and into Merger Sub 1, with the Company surviving such merger; (ii) the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger; and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the “Mergers”). The Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of the Company and HCYC. The Business Combination is expected to be consummated after obtaining the required approval by the shareholders of the Company and HCYC and the satisfaction of certain other customary closing conditions.
On September 14, 2025, the
“Company entered into Securities Purchase Agreements (the “SPA”) with certain accredited investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell, in a private placement, an aggregate of $
The SPA provides for the
sale of an aggregate of
The PIPE Financing is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of customary closing conditions.
On November 12, the registration statement on Form F-4 relating to the proposed business combination with HCYC was declared effective by the SEC.
| F-9 |
Risks and Uncertainties
Management is currently evaluating the impact of the risk of bank failures and has concluded that while it is reasonably possible that the bank failures could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the Company doesn’t have any bank accounts which are associated with failure risk but will keep monitoring any such effects that might impact the company’s financial position.
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 15, 2025.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| F-10 |
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $
Offering Costs
The
offering costs were $
Investment Held in Trust Account
The Company’s portfolio of investment held in the Trust Account is mainly comprised of investments in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities and income earned from the investments held in the Trust Account is included in income earned on Trust Account in the accompanying statements of operations. The estimated fair values of investment held in the Trust Account are determined using available market information.
Income earned on these investments will be fully reinvested into the investment held in Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of business combination.
Net Income (Loss) Per Share
The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.
| F-11 |
The net income (loss) per share presented in the statements of operations is based on the following:
Schedule of Net Income (Loss) Per Share
Three Months ended September 30, 2025 | Three Months ended September 30, 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Income earned on Trust Account | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Accretion of carrying value to redemption value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss including accretion of equity into redemption value | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Schedule of Income (Loss) Basic and Diluted Per Share
| Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | |||||||||||||||||||||||||
Three months ended September 30, 2025 | Nine months ended September 30, 2025 | Three months ended September 30, 2024 | Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | Redeemable | Non- Redeemable | |||||||||||||||||||||||||
| Particulars | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | ||||||||||||||||||||||||
| Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||||||||||
| Numerators: | ||||||||||||||||||||||||||||||||
| Allocation of net loss including accretion of temporary equity | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income earned on trust account | — | — | — | — | ||||||||||||||||||||||||||||
| Accretion of temporary equity to redemption value | — | — | — | — | ||||||||||||||||||||||||||||
| Allocation of net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Denominators: | ||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||||||||||||||||||
| Basic and diluted net income (loss) per share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| F-12 |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. As the Company’s warrants meet all the criteria for equity classification, both public and private warrants are classified in shareholders’ equity/(deficit).
Ordinary Shares Subject to Possible Redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if
any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary
shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered
to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2025,
At September 30, 2025, the ordinary shares reflected in the balance sheets are reconciled in the following table:
Schedule of Subject to Possible Redemption
| Ordinary shares subject to possible redemption – December 31, 2024 | $ | |||
| Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit | ||||
| Ordinary shares subject to possible redemption - March 31, 2025 | $ | |||
| Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit | ||||
| Ordinary shares subject to possible redemption – June 30, 2025 | $ | |||
| Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit | ||||
| Ordinary shares subject to possible redemption – September 30, 2025 | $ |
| F-13 |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.
Income earned from U.S. debt obligations held by the Trust Account is intended to qualify for the portfolio income exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company’s shares may be subject to tax in their respective jurisdictions based on applicable law, for instance, United States persons may be subject to tax on amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. The provision for income taxes was deemed to be immaterial.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Formation and operating costs
Formation and operating costs include expenses related to the Company’s establishment and its ongoing operating activities. The Company accrues estimated expenses including unbilled legal fees, and records adjustments for changes in those estimates in the corresponding financial statement line item within the condensed statements of operations.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 - Initial Public Offering
On
January 4, 2023, the Company sold
The
warrants will become exercisable at $
Following
the closing of the IPO and the sale of over-allotment units, an aggregate of $
| F-14 |
Note 4 - Private Placement
Simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of
Note 5 - Related Party Transactions
On
September 28, 2021, the Sponsor received
On January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes (see Note 7):
(a)
Each of the authorized but unissued
(b)
Each of the
(c)
Upon completion of the above steps, the authorized but unissued
On
January 8, 2022, the Company issued an additional
On
January 3, 2023, the Founder Shares and Private Units were placed into an escrow account maintained by American Stock Transfer &
Trust Company acting as escrow agent.
| F-15 |
Promissory Notes - Related Party
On September 27, 2023, the Company notified Equiniti Trust Company, the trustee of the Company’s trust account (the “Trust Account”), that it was extending the time available to the Company to consummate its initial business combination from October 4, 2023, to January 4, 2024 (the “Extension”). The Extension is the first of up to three (3) three-month extensions permitted under the Company’s governing documents.
On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4, 2024
by depositing an aggregate of $
Due to Related Parties
The
Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest
bearing. As of September 30, 2025 and December 31, 2024, due to related parties amounted to $
Advisory Services Agreement
The Company engaged TenX Global Capital LP (“TenX”), a related party to the Company, as an advisor in connection with the Initial Public Offering and business combination, to assist in hiring consultants and other services providers in connection with our Initial Public Offering and the business combination, assist in the preparation of financial statements and other relevant services to commence trading including filing the necessary documents as part of the transaction. Further, TenX will assist in preparing the Company for investor presentations, conferences for due diligence, deal structuring and term negotiations.
During
the period from September 15, 2021 (inception) through September 30, 2025, a cash fee of $
| F-16 |
Administration fee
Commencing
on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable
share of its overhead, up to $10,000 per month up to the close of the business combination, to compensate it for the Company’s
use of its offices, utilities and personnel. An administration fee of $
Note 6 - Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Units, securities underlying the Unit Purchase Option (“UPO”), and units that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Units) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The
underwriters had a 45-day option beginning January 4, 2023, to purchase up to an additional
On
January 4, 2023, the Company paid a fixed underwriting discount of $
Unit Purchase Option
On
December 30, 2022, we sold to the underwriters, for $
Due to HCYC
The
target company, HCYC, paid certain operating costs and extension funds on behalf of the Company. As of September 30, 2025 and December
31, 2024, due to HCYC amounted to $
| F-17 |
Note 7 - Shareholders’ Equity
Preferred
Shares - The Company is authorized to issue
Ordinary Shares
The
Company was authorized to issue
On
September 28, 2021, the Sponsor received
On January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes:
(a)
Each of the authorized but unissued
(b)
Each of the
(c)
Upon completion of the above steps, the authorized but unissued
As
an effect of the above, the Company is authorized to issue
On
January 8, 2022, the Company issued an additional
On
January 4, 2023, the Company consummated the IPO of
On
January 6, 2023, the underwriters notified the Company that it is exercising the over-allotment option with respect to the
Simultaneously,
an amount of $
| F-18 |
Note 8 - Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Schedule of Fair Value Assets Measured on Recurring Basis
| Quoted | Significant | Significant | ||||||||||||||
| Prices in | Other | Other | ||||||||||||||
| As of | Active | Observable | Unobservable | |||||||||||||
| September 30, | Markets | Inputs | Inputs | |||||||||||||
| 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Investments held in Trust Account | $ | $ | $ | - | $ | - | ||||||||||
| Quoted | Significant | Significant | ||||||||||||||
| Prices in | Other | Other | ||||||||||||||
| As of | Active | Observable | Unobservable | |||||||||||||
| December 31, | Markets | Inputs | Inputs | |||||||||||||
| 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Investments held in Trust Account | $ | $ | $ | - | $ | - | ||||||||||
The investment held in the Trust Account was previously invested in a U.S. Treasury Bill, classified as Level 2 security and matured on July 13, 2023. The proceeds from the matured U.S. Treasury Bill were then invested in a U.S. Treasury Money Market Fund, classified as Level 1 security.
Note 9 - Subsequent Events
The Company has evaluated subsequent events through the financial statements were available for issuance and determined that there were no significant unrecognized events through that date other than those noted below.
On
October 1, 2025, the Company held an extraordinary general meeting, solely with respect to voting on (i) the proposal to extend the date
by which the Company must complete its initial business combination from October 4, 2025 to January 4, 2026, with all three (3) extensions
comprised of one month each and (ii) the proposal to amend the Company’s investment management trust agreement, dated as of December
30, 2022, by and between the Company and Equiniti Trust Company, LLC to allow the Company to extend the Termination Date up to three
(3) times, with each extension comprised of one month each from the Termination Date, or extended date, as applicable, to January 4,
2026, by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing
into the trust account $
In
connection with the shareholders’ vote at the Meeting, holders of
On October 4, 2025, the Company entered into an extension letter to extend the timeline of the business combination from October 4, 2025 to November 4, 2025. On November 4, 2025, the Company entered into the extension letters to extend the timeline of the business combination from November 4, 2025 to December 4, 2025.
On November 12, the registration statement on Form F-4 relating to the proposed business combination with HCYC was declared effective by the SEC.
| F-19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to AlphaTime Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
We are a blank check company incorporated on September 15, 2021 (“inception”) as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception to September 30, 2025, have been organizational activities and those necessary to consummate the Initial Public Offering (“IPO”), described below. Following our IPO, we will not generate any operating revenues until the completion of our initial business combination. We will generate non-operating income in the form of interest income after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net income of $165,713, which consists of income of $1,227 derived from formation and operating costs offset by income earned on investment held in Trust Account of $164,486.
For the nine months ended September 30, 2025, we had a net income of $156,367, which consists of loss of $472,179 derived from formation and operating costs offset by income earned on investment held in Trust Account of $628,546.
For the three months ended September 30, 2024, we had a net income of $404,367, which consists of loss of $280,163 derived from formation and operating costs offset by income earned on investment held in Trust Account of $684,530.
For the nine months ended September 30, 2024, we had a net income of $1,232,002, which consists of loss of $915,533 derived from formation and operating costs offset by income earned on investment held in Trust Account of $2,147,535.
| 1 |
Liquidity and Capital Resources
On January 4, 2023, we consummated our IPO of 6,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 370,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,705,000.
On January 6, 2023, and effective January 9, 2023, the underwriters in our IPO purchased an additional 900,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 38,700 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $387,000. Transaction costs amounted to $4,892,699 consisting of $1,612,500 of underwriting discount, $2,415,000 of deferred underwriting commission and $865,199 of other offering costs.
Following the closing of our IPO and the sale of over-allotment units, an aggregate of $70,242,000 ($10.18 per Unit) from the net proceeds and the sale of the Private Placement Units was held in a Trust Account (“Trust Account”). As of September 30, 2025, we had marketable securities held in the Trust Account of $16,023,769 consisting of securities held in a treasury money market fund that invests in United States government treasury bills, bonds or notes with a maturity of 180 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing income earned on the Trust Account (less amounts released to us for taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest and dividend income to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest and dividend income earned on the amount in the Trust Account (if any) will be sufficient to pay our taxes. Through September 30, 2025, we did not withdraw any income earned on the Trust Account to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2025, we had a cash balance of $1,281 and a working capital deficit of $3,941,880. As on September 30, 2025, there was an amount of $1,262,500 outstanding as loan against promissory notes issued to the Sponsor for extension of the period of business combination from October 4, 2023 to November 4, 2024 and an additional loan of $154,939 borrowed from HCYC (as defined below) to extend the business combination period from November 4, 2024 to February 4, 2025. The total deposits made to date were $10,061 less than the amount required to fully fund the extensions through February 4, 2025. Thereafter, the Company entered into extension letters to extend the timeline of the business combination on a monthly basis through October 4, 2025. Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
| 2 |
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,262,500 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender. The working capital units would be identical to the private units, each consisting of one ordinary share, one private warrant and one right with the same exercise price, exercisability and exercise period, subject to similar limited restrictions as compared to the units sold in our IPO. The terms of such loans by our founders or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.
Pursuant to the extension amendment approved by the shareholders by special resolution at the meeting on December 28, 2023, the Company has adopted the Company’s Third Amended and Restated Memorandum and Articles of Association, reflecting the extension of the date by which the Company must consummate a business combination from January 4, 2024, (the “Termination Date”) up to ten (10) times, with the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each up to January 4, 2025, by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing into the trust account (the “Trust Account”) $55,000 for each monthly extension (the “Extension Payment”) up to January 4, 2025 (the “Extended Date”) (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.
In connection with the shareholders’ vote at the meeting on December 28, 2023, 2,160,774 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $23,302,146 (approximately $10.78 per share) has been removed from the Trust Account to pay such holders and approximately $51,712,221 remained in the Trust Account. Following the redemptions, the Company has 6,873,426 ordinary shares outstanding.
At an extraordinary general meeting of shareholders held on December 20, 2024 (the “Second Meeting”), the Company adopted an amendment to the Third Amended and Restated Memorandum and Articles of Association (the “Second Amendment”) reflecting the extension of the date by which the Company must consummate a business combination from the Extended Date up to nine (9) times, each comprised of one month each (each an “Extension”) up to October 4, 2025 (i.e., for a period of time ending up to 33 months after the consummation of its Initial Public Offering for a total of nine (9) months after the Extended Date (assuming a business combination has not occurred). The Company also entered into an amendment (the “Second Trust Agreement Amendment”) to the Trust Agreement. Pursuant to the Second Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from the Extended Date up to nine (9) times, each comprised of one month each from the Extended Date, as applicable, to October 4, 2025 by providing five days’ advance notice to the trustee prior to the applicable Extended Date, and depositing into the Trust Account an Extension Payment of $55,000 until October 4, 2025 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination.
In connection with the shareholders’ vote at the Second Meeting, holders of 3,403,976 Ordinary Shares of the Company exercised their right to redeem such shares (the “Second Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $38,852,320.60 (approximately $11.41 per share) was removed from the Trust Account to pay such holders and approximately $15,240,284 remained in the Trust Account. Following the aforementioned Second Redemption, AlphaTime had 3,469,450 Ordinary Shares outstanding.
| 3 |
On January 5, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, HCYC Holding Company (“PubCo”), ATMC Merger Sub 1 Limited (“Merger Sub 1”), ATMC Merger Sub 2 Limited (“Merger Sub 2”), and HCYC Merger Sub Limited (“Merger Sub 3”, and together with PubCo, Merger Sub 1 and Merger Sub 2, the “Acquisition Entities”), and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which (i) the Company will merge with and into Merger Sub 1, with the Company surviving such merger; (ii) the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger; and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the “Mergers”). The Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of the Company and HCYC. The Business Combination is expected to be consummated after obtaining the required approval by the shareholders of the Company and HCYC and the satisfaction of certain other customary closing conditions.
Accordingly, the accompanying unaudited condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time. Moreover, management’s plans to consummate the initial business combination may not be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Quantitative and Qualitative Disclosures About Market Risk
The net proceeds of the IPO and the sale of the Private Placement Units held in the Trust Account are invested in U.S. government treasury securities with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Related Party Transactions
On September 28, 2021, our Sponsor received 1,437,500 of the Company’s Class B ordinary shares in exchange for $25,000 paid for deferred offering costs borne by our Sponsor.
On January 8, 2022, the board of directors of the Company and our Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes:
| (a) | Each of the authorized but unissued 200,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001 par value each; | |
| (b) | Each of the 1,437,500 Class B ordinary shares in issue were repurchased in consideration for the issuance of 1,437,500 ordinary shares of $0.0001 par value each; and | |
| (c) | Upon completion of the above steps, the authorized but unissued 20,000,000 Class B ordinary shares were cancelled. |
On January 8, 2022, the Company issued an additional 287,500 ordinary shares to our Sponsor for no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares). The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The founder shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.
Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the IPO (excluding the private shares and shares underlying the UPO). The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued.
| 4 |
Our founders and advisors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
On September 30, 2021, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecure and is due at the earlier of (1) December 31, 2022, and (2) the consummation of the IPO. On December 31, 2022, there were no amounts outstanding, and the Promissory Notes had then expired.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $300,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender. Such working capital units would be identical to the private units sold in the private placement. The terms of such loans by our founders or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.
Private Placement Units
On January 4, 2023, simultaneously with the closing of our IPO, we consummated the sale of 370,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,705,000.
On January 6, 2023, and effective January 9, 2023, the underwriters in our IPO purchased an additional 900,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 38,700 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $387,000.
Our Sponsor will be permitted to transfer the private units held by them to certain permitted transferees, including our officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. Otherwise, these private units (and underlying securities) will be subject to certain transfer restrictions, subject to certain limited exceptions, as described under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Units.”
Promissory Notes — Related Party
On September 27, 2023, the Company notified Equiniti Trust Company, the trustee of the Company’s trust account (the “Trust Account”), that it was extending the time available to the Company to consummate its initial business combination from October 4, 2023, to January 4, 2024 (the “Extension”). The Extension is the first of up to three (3) three-month extensions permitted under the Company’s governing documents.
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On September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4, 2024 by depositing an aggregate of $690,000 into the Trust Account. In connection with this extension, on September 26, 2023, the Company also entered into a non-interest bearing promissory note with the Sponsor for $690,000, that is payable on the earlier of January 4, 2024 or promptly after the completion of an initial business combination. On January 4, 2024, the Company deposited $165,000 into the Trust Account to extend the deadline to complete the business combination from January 4, 2024 to April 4, 2024. On February 20, 2024, the Company further raised $20,000 from the sponsor against a promissory note. In connection with this extension, on December 28, 2023, the Company entered into a non-interest bearing promissory note with the Sponsor for $660,000, that is payable on the earlier of January 4, 2025 or promptly after the completion of an initial business combination. On April 14, 2025, the Company amended and restated the promissory note to extend the maturity date to promptly after the date of the consummation of the business combination. As on September 30, 2025 and December 31, 2024, there were outstanding as loan amounts of $1,262,500 and $1,262,500, respectively, against a promissory note issued to the Sponsor for extension of the period of business combination from October 4, 2023 to November 4, 2024 The total deposits made to date were $10,061 less than the amount required to fully fund the extensions through February 4, 2025. Thereafter, the Company entered into extension letters to extend the timeline of the business combination on a monthly basis through October 4, 2025. As of September 30, 2025, the extension payments relating to January through June 2025, together with the $10,061 shortfall from prior extensions, in aggregate totaling $450,061 had not yet been deposited into the Trust Account and, accordingly, did not accrue interest income during the period. These extension payments were also not included in the common stock subject to possible redemption as of September 30, 2025.
Due to Related Parties
The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. As of September 30, 2025 and December 31, 2024, due to related party amounted to $784,700 and $568,299, respectively.
Administration fee
Commencing on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable share of its overhead, up to $10,000 per month up to the close of the business combination, to compensate it for the Company’s use of its offices, utilities and personnel. An administration fee of $30,000 was recorded for both the three months ended September 30, 2025 and 2024, and $90,000 for the nine months ended September 30, 2025 and 2024.
Other Contractual Obligations
Underwriting Agreement
We granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full effective January 9, 2023. Simultaneously, on January 4, 2023, an amount of $352,350 due to related party was converted into over-allotment of Private Placement, and the underwriter deposited additional $34,650 on behalf of Sponsor for 17,325 Founder Shares for $2.00 per share which was sold by the Sponsor to underwriters. The Company paid a cash underwriting commission of $0.125 per Unit for 900,000 additional Units and the underwriters will be entitled to a deferred commission of $0.35 per Unit, an aggregate of $2,415,000, which will be paid from the funds held in the Trust Account upon completion of the initial business combination.
Concurrent with the closing of the IPO, our Sponsor, at the option of the Company, sold to the underwriter or its designees 115,500 Founder Shares for a purchase price of $2.00 per share and an aggregate purchase price of $231,000.
We have agreed to sell to the underwriters, for $100.00, an option to purchase up to a total of 58,000 Units exercisable, in whole or in part, at $11.50 per unit (or 115% of the Market Value), commencing on the consummation of our initial business combination, and expires five years from the effective date of the IPO. The option and the 58,000 Units, as well as the 58,000 ordinary shares, the warrants to purchase 58,000 ordinary shares that may be issued upon exercise of the option and the rights to purchase 5,800 ordinary shares upon the completion of an initial business combination, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement or the commencement of sales in the IPO pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2).
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Advisory Services Agreement
The Company engaged TenX Global Capital LP (“TenX”), a related party to the Company, as an advisor in connection with the Initial Public Offering and business combination, to assist in hiring consultants and other services providers in connection with our Initial Public Offering and the business combination, assist in the preparation of unaudited condensed financial statements and other relevant services to commence trading including filing the necessary documents as part of the transaction. Further, TenX will assist in preparing the Company for investor presentations, conferences for due diligence, deal structuring and term negotiations.
No such fee was incurred for both the three and nine months ended September 30, 2025 and 2024.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
Critical Accounting Policies And Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified below critical accounting policies.
Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption of $10.91 per share (plus any income earned from Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Net Income (Loss) per Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of September 30, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025, due to the material weakness in our internal control over financial reporting related to insufficient review of related party transactions. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for related party transactions and ensure that communication with related parties is sufficient to ensure completeness of related party transactions.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Management’s Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal control over financial reporting as of September 30, 2025, based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the criteria described above, management has concluded that our internal control over financial reporting was not effective as of September 30, 2025, due to the material weakness in our internal control over financial reporting related to insufficient review of related party transactions. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for related party transactions and ensure that communication with related parties is sufficient to ensure completeness of related party transactions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the knowledge of our management, there is no material litigation, arbitration, bankruptcy, receivership, governmental proceeding or other proceeding currently pending against us or any members of our management team in their capacity as such.
Item 1A. Risk Factors
As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 15, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Use of Proceeds
On January 4, 2023, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect to the Ordinary shares included in the Units sold, the “Public Shares”), including 900,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full on January 9, 2023, at $10.00 per Unit, generating gross proceeds of $69,000,000.
Simultaneously with the closing of the initial public offering, we consummated the sale of 370,500 Private Placement Units at a price of $10.00 per warrant, generating gross proceeds of $3,705,000. On January 9, 2023, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 38,700 Private Placement Units, generating additional gross proceeds of $387,000.
Transaction costs related to the issuances described above amounted to $4,892,699 consisting of $1,612,500 of underwriting fees, $2,415,000 of deferred underwriting fees and $865,199 of other offering costs. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public offering and the sale of the Private Placement Units $70,242,000 (or $10.18 per share sold in the initial public offering) was placed in the Trust Account.
Redemptions
On October 1, 2025, the Company held the Extraordinary General Meeting to vote on the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. In connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the holders of 917,814 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.38 per share, for an aggregate redemption amount of approximately $11,362,537.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Form of Amendment to Third Amended and Restated Memorandum and Articles of Association, adopted on October 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2025). | |
| 4.1 | Form of AlphaTime Ordinary Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 4.2 | Form of Amended and Restated AlphaTime Ordinary Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated October 1, 2025, by and between AlphaTime Acquisition Corp and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2025). | |
| 10.2 | Securities Purchase Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 10.3 | Registration Rights Agreement, dated as of September 14, 2025, by and between AlphaTime Acquisition Corp and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 10.4 | Amended and Restated Securities Purchase Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 10.5 | Amended and Restated Registration Rights Agreement, dated as of September 16, 2025, by and between AlphaTime Acquisition Corp, HCYC Holding Company, and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). | |
| 31.1* | Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.2* | Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 32.1** | Certification of Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 32.2** | Certification of Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase | |
| 101.PRE | Inline XBRL Definition Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
November 18, 2025
| ALPHATIME ACQUISITION CORP | ||
| By: | /s/ Gan Kim Hai | |
| Gan Kim Hai | ||
| Chief Executive Officer (Principal Executive Officer) | ||
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FAQ
What were AlphaTime Acquisition Corp (ATMC)'s key financial results for Q3 2025?
For the three months ended September 30, 2025, AlphaTime reported net income of $165,713, driven mainly by $164,486 of income earned on investments held in its trust account, while formation and operating costs were modest. For the nine-month period, net income was $156,367, with $628,546 of trust income offsetting $472,179 of operating costs.
How much cash does ATMC have in its trust account and what is the redemption value per share?
As of September 30, 2025, ATMC held $16,023,769 in its trust account, classified as investments in U.S. government securities or money market funds. There were 1,335,250 ordinary shares subject to possible redemption, carried at a redemption value of $12.00 per share, reflecting accrued interest and extension-related amounts.
What is the status of AlphaTime’s proposed business combination with HCYC Group Company Limited?
AlphaTime entered into a Merger Agreement with HCYC Group Company Limited and related entities on January 5, 2024, providing for a multi-step merger structure. The transaction has been unanimously approved by both boards and remains subject to shareholder approval and customary closing conditions. A registration statement on Form F‑4 related to the combination was declared effective by the SEC on November 12, indicating regulatory progress toward closing.
What are the terms of the PIPE financing ATMC arranged in connection with the HCYC deal?
On September 14, 2025, ATMC signed Securities Purchase Agreements with accredited investors for an $11.5 million PIPE. The PIPE provides for the sale of 1,150,000 ordinary shares at $10.00 per share and 2,300,000 warrants with an exercise price of $10.00 per share and a five-year term. The PIPE is expected to close substantially concurrently with the business combination, subject to customary closing conditions.
How have shareholder redemptions affected ATMC’s capital structure?
ATMC has experienced multiple large redemption events. In connection with a December 28, 2023 meeting, holders of 2,160,774 shares redeemed for approximately $23,302,146. At the December 20, 2024 meeting, holders of 3,403,976 shares redeemed for about $38,852,320.60. Following these redemptions, only 3,469,450 ordinary shares remained outstanding, and an additional 917,814 shares were redeemed in connection with the October 2025 extension vote.
Why does AlphaTime Acquisition Corp disclose substantial doubt about its ability to continue as a going concern?
As of September 30, 2025, the company reported cash of $1,281, a working capital deficit of $3,941,880, and outstanding related-party promissory notes totaling $1,262,500 plus amounts due to HCYC and related parties. Management states that these conditions, together with dependence on completing a business combination by the extended deadline up to January 4, 2026, raise substantial doubt about its ability to continue as a going concern.
What is the current share count and how many ATMC shares are subject to redemption?
As of September 30, 2025, ATMC had 2,134,200 ordinary shares issued and outstanding that are classified as non‑redeemable. Additionally, 1,335,250 ordinary shares are classified as subject to possible redemption at a redemption value of $12.00 per share, recorded as temporary equity on the balance sheet.
