AlphaTime Acquisition Corp Swings to Loss Amid Trust Account Income Drop

TL;DR

**ALPHATIME is bleeding cash and running out of time; get out before the trust account dwindles further.**

AI Summary

ALPHATIME ACQUISITION CORP (ATMC) reported a net loss of $127,315 for the three months ended June 30, 2025, a significant decline from the net income of $385,370 in the same period of 2024. For the six months ended June 30, 2025, the company recorded a net loss of $9,346, a sharp reversal from the $827,635 net income in the prior year. This shift is primarily due to a substantial decrease in income earned on the Trust Account, which fell from $675,837 in Q2 2024 to $162,689 in Q2 2025, and from $1,463,005 to $464,060 for the six-month periods, respectively. Total assets increased to $15,861,200 as of June 30, 2025, from $15,257,022 at December 31, 2024, largely driven by an increase in the investment held in the Trust Account to $15,809,323. The company's accumulated deficit widened to $6,308,361 by June 30, 2025, from $5,729,976 at December 31, 2024. ALPHATIME has extended its deadline to complete a business combination multiple times, most recently to October 4, 2025, by depositing $55,000 per monthly extension into the Trust Account, funded by non-interest bearing promissory notes from the Sponsor.

Why It Matters

This filing reveals ALPHATIME ACQUISITION CORP's deteriorating financial performance, marked by a swing from net income to net loss, primarily due to reduced interest income from its Trust Account. For investors, this signals a prolonged search for a business combination, increasing the risk of liquidation if a deal isn't secured by October 4, 2025. The repeated extensions and reliance on promissory notes from the Sponsor, Alphamade Holding LP, indicate a challenging environment for SPACs and could deter potential target companies. Competitively, this extended timeline puts ALPHATIME at a disadvantage against SPACs that have successfully identified and merged with targets, potentially eroding investor confidence in its ability to execute a value-creating transaction.

Risk Assessment

Risk Level: high — The company reported a net loss of $127,315 for Q2 2025 and an accumulated deficit of $6,308,361 as of June 30, 2025, indicating ongoing operational losses. Furthermore, ALPHATIME has repeatedly extended its deadline to complete a business combination, now set for October 4, 2025, increasing the risk of liquidation if no suitable target is found.

Analyst Insight

Investors should consider divesting their positions in ALPHATIME ACQUISITION CORP given the persistent net losses, declining Trust Account income, and the looming October 4, 2025, business combination deadline. The repeated extensions and reliance on sponsor funding suggest significant challenges in securing a viable merger target, increasing the risk of capital loss.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$15,861,200

total Debt

N/A

net Income

-$127,315

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $127,315 — Net Loss (for the three months ended June 30, 2025, compared to $385,370 net income in Q2 2024)
• $9,346 — Net Loss (for the six months ended June 30, 2025, compared to $827,635 net income in H1 2024)
• $162,689 — Income earned on Trust Account (for the three months ended June 30, 2025, down from $675,837 in Q2 2024)
• $464,060 — Income earned on Trust Account (for the six months ended June 30, 2025, down from $1,463,005 in H1 2024)
• $15,809,323 — Investment held in Trust Account (as of June 30, 2025, up from $15,240,284 at December 31, 2024)
• $6,308,361 — Accumulated Deficit (as of June 30, 2025, widened from $5,729,976 at December 31, 2024)
• October 4, 2025 — Business Combination Deadline (extended date for completing a merger)
• $55,000 — Extension Payment (per one-month extension into the Trust Account)
• 3,469,450 — Ordinary Shares Outstanding (as of August 12, 2025)
• $1,426,038 — Accounts payable and accrued expenses (as of June 30, 2025)

Key Players & Entities

• ALPHATIME ACQUISITION CORP (company) — registrant
• Alphamade Holding LP (company) — Company's sponsor
• Chardan Capital Markets, LLC (company) — underwriter for IPO
• Equiniti Trust Company (company) — trustee for Trust Account
• U.S. Bank (company) — bank for Trust Account
• SEC (regulator) — Securities and Exchange Commission
• $127,315 (dollar_amount) — net loss for three months ended June 30, 2025
• $9,346 (dollar_amount) — net loss for six months ended June 30, 2025
• $15,809,323 (dollar_amount) — investment held in Trust Account as of June 30, 2025
• $6,308,361 (dollar_amount) — accumulated deficit as of June 30, 2025

FAQ

Risk Factors

• Dependence on Trust Account Income [high — financial]: The company's net income is heavily reliant on the income generated from its Trust Account investments. For Q2 2025, this income was $162,689, a significant drop from $675,837 in Q2 2024. This decline directly impacted the company's profitability, contributing to a net loss of $127,315 for Q2 2025.
• Accumulated Deficit Growth [high — financial]: ALPHATIME ACQUISITION CORP's accumulated deficit has widened to $6,308,361 as of June 30, 2025, from $5,729,976 at December 31, 2024. This indicates that the company's expenses have consistently exceeded its revenues, a trend that requires a successful business combination to reverse.
• Uncertainty of Business Combination Completion [high — operational]: The company has repeatedly extended its deadline to complete a business combination, with the latest date set for October 4, 2025. The need for extensions, funded by non-interest bearing promissory notes from the Sponsor, highlights the challenges in identifying and closing a suitable merger target.
• Reliance on Sponsor Funding for Extensions [medium — financial]: Monthly extensions of the business combination deadline are financed by $55,000 deposits into the Trust Account, funded by non-interest bearing promissory notes from the Sponsor. This reliance on the Sponsor for liquidity to extend operations poses a financial risk if the Sponsor's ability or willingness to provide such funding changes.
• Market Volatility Affecting Trust Account Returns [medium — market]: The decrease in income earned on the Trust Account from $675,837 in Q2 2024 to $162,689 in Q2 2025 suggests that market conditions or investment strategy changes have negatively impacted returns. This volatility directly affects the company's financial performance.

Industry Context

ALPHATIME ACQUISITION CORP operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies formed with the sole purpose of raising capital through an IPO to acquire an existing private company. The SPAC market has seen significant volatility, with regulatory scrutiny increasing. Success hinges on identifying and completing a suitable business combination within a set timeframe, often facing competition from other SPACs and traditional M&A processes.

Regulatory Implications

As a SPAC, ALPHATIME ACQUISITION CORP is subject to evolving SEC regulations and disclosure requirements. The repeated extensions of its business combination deadline and reliance on sponsor financing could attract regulatory attention regarding the company's ability to execute its strategy and potential risks to investors.

What Investors Should Do

1. Monitor progress towards business combination deadline.
2. Assess the Sponsor's commitment and financial capacity.
3. Evaluate the declining income from the Trust Account.
4. Analyze the widening accumulated deficit.

Key Dates

• 2025-10-04: Business Combination Deadline — This is the latest extended deadline for ALPHATIME ACQUISITION CORP to complete its business combination. Failure to do so could result in dissolution and return of funds to shareholders.

Glossary

Trust Account

A segregated account, typically holding proceeds from an initial public offering (IPO) of a special purpose acquisition company (SPAC), used to fund a business combination and provide liquidity. (Income from this account is a primary driver of ATMC's financial results, and its performance directly impacts the company's net income and accumulated deficit.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. It represents the total losses incurred since the company's inception. (ATMC's widening accumulated deficit to $6,308,361 indicates ongoing operational losses and highlights the need for a successful business combination to achieve profitability.)

Sponsor

The entity or individuals who form and finance a SPAC, typically by purchasing founder shares and warrants, and often providing working capital or bridge financing. (The Sponsor's provision of non-interest bearing promissory notes to fund extension payments is critical for ATMC's continued operation and pursuit of a business combination.)

Business Combination

The merger or acquisition of a SPAC with an operating company, which is the primary objective of a SPAC's existence. (The successful completion of a business combination is essential for ATMC to transition from a shell company to an operating entity and to avoid dissolution.)

Promissory Note

A written promise by one party (the note issuer) to pay a specific sum of money to another party (the note holder) either on demand or at a specified future date. (Non-interest bearing promissory notes from the Sponsor are being used to fund the monthly extension payments for the business combination deadline, impacting ATMC's liquidity and financial obligations.)

Year-Over-Year Comparison

Compared to the prior year's periods, ALPHATIME ACQUISITION CORP has experienced a significant downturn in financial performance. For the three months ended June 30, 2025, the company reported a net loss of $127,315, a stark contrast to the $385,370 net income in the same period of 2024. This trend is also evident in the six-month period, with a net loss of $9,346 in 2025 versus a net income of $827,635 in 2024. The primary driver for this reversal is the sharp decline in income earned on the Trust Account, which fell from $675,837 to $162,689 for Q2 and from $1,463,005 to $464,060 for the six-month periods. The accumulated deficit has also grown, indicating increased net losses over time.

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share ATMC The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share ATMCW The Nasdaq Stock Ma

Filing Documents

• form10-q.htm (10-Q) — 691KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001641172-25-023265.txt ( ) — 4097KB
• atmc-20250630.xsd (EX-101.SCH) — 24KB
• atmc-20250630_cal.xml (EX-101.CAL) — 29KB
• atmc-20250630_def.xml (EX-101.DEF) — 179KB
• atmc-20250630_lab.xml (EX-101.LAB) — 216KB
• atmc-20250630_pre.xml (EX-101.PRE) — 205KB
• form10-q_htm.xml (XML) — 591KB

Financial Statements

Financial Statements Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 F-1 Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2025 and 2024 F-2 Unaudited Condensed Statements of Changes in Shareholders' Equity/(Deficit) for the three and six months ended June 30, 2025 and 2024 F-3 Unaudited Condensed Statements of Cash Flows for six months ended June 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

Management's Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 8 Item 4.

Controls and Procedures

Controls and Procedures 8 Part II. Other Information 9 Item 1.

Legal Proceedings

Legal Proceedings 9 Item 1A.

Risk Factors

Risk Factors 9 Item 2. Unregistered Sales of Equity Securities 9 Item 5. Other Information 9 Item 6. Exhibits 10

Signatures

Signatures 11 i PART I - FINANCIAL INFORMATION ALPHATIME ACQUISITION CORP CONDENSED BALANCE SHEETS June 30, 2025 (unaudited) December 31, 2024 Assets: Current assets: Cash $ 1,329 $ 1,425 Prepaid expenses 50,548 15,313 Total current assets 51,877 16,738 Investment held in Trust Account 15,809,323 15,240,284 Total assets $ 15,861,200 $ 15,257,022 Liabilities and Shareholders' Deficit: Current liabilities: Accounts payable and accrued expenses $ 1,426,038 $ 1,500,701 Promissory notes – related party 1,262,500 1,262,500 Due to HCYC 501,897 - Due to related parties 754,589 568,299 Total current liabilities 3,945,024 3,331,500 Deferred underwriting commission 2,415,000 2,415,000 Total liabilities 6,360,024 5,746,500 Commitments and Contingencies - - Temporary Equity: Ordinary shares subject to possible redemption, 1,335,250 shares at redemption value of $ 11.84 and $ 11.41 per share as of June 30, 2025 and December 31, 2024 respectively 15,809,323 15,240,284 Shareholders' Deficit: Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 2,134,200 shares issued and outstanding at June 30, 2025 and December 31, 2024 respectively 214 214 Additional paid-in capital - - Accumulated deficit ( 6,308,361 ) ( 5,729,976 ) Total Shareholders' Deficit ( 6,308,147 ) ( 5,729,762 ) Total Liabilities, Temporary Equity and Shareholders' Deficit $ 15,861,200 $ 15,257,022 The accompanying notes are an integral part of these unaudited condensed financial statements. F-1 ALPHATIME ACQUISITION CORP CONDENSED For the three and six months ended June 30, 2025 and 2024 (Unaudited) Three months ended June 30, 2025 Three months ended June 30, 2024 Six months ended June 30, 2025 Six months ended June 30,2024 Formation and operating costs

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View this 10-Q filing on SEC EDGAR