AlphaTime SPAC Net Income Plummets Amidst Extension Payments
| Field | Detail |
|---|---|
| Company | Alphatime Acquisition Corp |
| Form Type | 10-Q |
| Filed Date | Nov 18, 2025 |
| Risk Level | high |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | bearish |
Sentiment: bearish
Topics: SPAC, 10-Q, Financial Performance, Business Combination, Liquidity Risk, Extension, Shareholder Deficit
Related Tickers: ATMCU, ATMC, ATMCW, ATMCR
TL;DR
**ATMC is burning cash and running out of time to find a deal; expect more redemptions if they don't land a target soon.**
AI Summary
ALPHATIME ACQUISITION CORP (ATMC) reported a net income of $156,367 for the nine months ended September 30, 2025, a significant decrease from $1,232,002 for the same period in 2024. This decline is primarily due to a reduction in income earned on the Trust Account, which fell from $2,147,535 in 2024 to $628,546 in 2025. The company's accumulated deficit increased to $6,357,094 as of September 30, 2025, from $5,729,976 at December 31, 2024. Total assets grew to $16,050,514 from $15,257,022, largely driven by an increase in the investment held in the Trust Account to $16,023,769. The company extended its deadline to complete a business combination multiple times, most recently to October 4, 2025, by depositing $55,000 for each monthly extension into the Trust Account. Current liabilities increased to $3,968,625 from $3,331,500, with a notable increase in 'Due to HCYC' to $586,553 from zero. The company continues to operate as a SPAC, having not yet commenced any revenue-generating operations.
Why It Matters
For investors, ALPHATIME ACQUISITION CORP's continued extensions and declining net income from its Trust Account signal a prolonged search for a business combination, increasing the time value of money risk. The rising accumulated deficit and increasing liabilities, particularly to related parties, could impact the SPAC's attractiveness to potential target companies and its ability to secure a favorable deal. In a competitive SPAC market, a prolonged search without a definitive target can erode investor confidence and make it harder to retain capital, potentially leading to higher redemptions. This situation puts pressure on management to find a suitable acquisition before the October 4, 2025 deadline.
Risk Assessment
Risk Level: high — The company's accumulated deficit increased from $5,729,976 at December 31, 2024, to $6,357,094 at September 30, 2025, indicating ongoing operational losses. Net income for the nine months ended September 30, 2025, was $156,367, a substantial drop from $1,232,002 in the prior year, primarily due to reduced income from the Trust Account. The company has repeatedly extended its business combination deadline, most recently to October 4, 2025, incurring additional costs and increasing uncertainty.
Analyst Insight
Investors should closely monitor ALPHATIME ACQUISITION CORP's progress towards a business combination, especially given the October 4, 2025 deadline. Consider the potential for further redemptions if a suitable target is not identified soon, which could impact the per-share value of the Trust Account. New investors should exercise extreme caution due to the high risk and lack of a definitive target.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $0
- operating Margin
- N/A
- total Assets
- $16,050,514
- total Debt
- $0
- net Income
- $156,367
- eps
- N/A
- gross Margin
- N/A
- cash Position
- $16,023,769
- revenue Growth
- N/A
Key Numbers
- $156,367 — Net Income (for the nine months ended September 30, 2025, down from $1,232,002 in 2024)
- $6,357,094 — Accumulated Deficit (as of September 30, 2025, increased from $5,729,976 at December 31, 2024)
- $16,023,769 — Investment in Trust Account (as of September 30, 2025, up from $15,240,284 at December 31, 2024)
- $628,546 — Income earned on Trust Account (for the nine months ended September 30, 2025, down from $2,147,535 in 2024)
- $3,968,625 — Total Current Liabilities (as of September 30, 2025, up from $3,331,500 at December 31, 2024)
- $586,553 — Due to HCYC (as of September 30, 2025, up from $0 at December 31, 2024)
- October 4, 2025 — Business Combination Deadline (extended multiple times, most recently to this date)
- $55,000 — Extension Payment (per one-month extension into the Trust Account)
- 2,551,636 — Ordinary Shares Outstanding (as of November 18, 2025)
- $0.0001 — Par Value per Ordinary Share (consistent across reporting periods)
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
- HCYC (company) — entity owed money by ALPHATIME ACQUISITION CORP
- SEC (regulator) — Securities and Exchange Commission
- Nasdaq Stock Market LLC (regulator) — exchange where securities are registered
- $16,023,769 (dollar_amount) — Investment held in Trust Account as of September 30, 2025
- $6,357,094 (dollar_amount) — Accumulated deficit as of September 30, 2025
- $156,367 (dollar_amount) — Net income for the nine months ended September 30, 2025
FAQ
What is ALPHATIME ACQUISITION CORP's current financial position?
As of September 30, 2025, ALPHATIME ACQUISITION CORP reported total assets of $16,050,514, with $16,023,769 held in its Trust Account. The company has total liabilities of $6,383,625 and an accumulated deficit of $6,357,094.
How has ALPHATIME ACQUISITION CORP's net income changed year-over-year?
ALPHATIME ACQUISITION CORP's net income for the nine months ended September 30, 2025, was $156,367, a substantial decrease from $1,232,002 for the same period in 2024. This represents an 87.3% decline.
What is the primary reason for the decrease in ALPHATIME ACQUISITION CORP's net income?
The primary reason for the decrease in net income is a significant reduction in income earned on the Trust Account, which fell from $2,147,535 for the nine months ended September 30, 2024, to $628,546 for the same period in 2025.
When is ALPHATIME ACQUISITION CORP's deadline to complete a business combination?
ALPHATIME ACQUISITION CORP has extended its deadline to complete an initial business combination multiple times, with the current deadline set for October 4, 2025.
What are the risks associated with ALPHATIME ACQUISITION CORP's current situation?
Key risks include the increasing accumulated deficit of $6,357,094, the repeated extensions of the business combination deadline, and the declining income from the Trust Account. These factors indicate a prolonged search for a target and potential for further shareholder redemptions.
How do ALPHATIME ACQUISITION CORP's extensions impact its financial health?
Each monthly extension requires ALPHATIME ACQUISITION CORP to deposit $55,000 into the Trust Account, typically funded by a non-interest bearing promissory note from the Sponsor. While this extends the search period, it also increases liabilities and operational costs without generating revenue.
What is the significance of the 'Due to HCYC' liability for ALPHATIME ACQUISITION CORP?
The 'Due to HCYC' liability increased from $0 at December 31, 2024, to $586,553 at September 30, 2025. This significant increase in a liability to an unspecified entity warrants attention as it contributes to the company's rising current liabilities.
What is the redemption value of ALPHATIME ACQUISITION CORP's ordinary shares?
As of September 30, 2025, the redemption value for ordinary shares subject to possible redemption was $12.00 per share, based on 1,335,250 shares. This is an increase from $11.41 per share at December 31, 2024.
What is ALPHATIME ACQUISITION CORP's business model?
ALPHATIME ACQUISITION CORP is a Special Purpose Acquisition Company (SPAC) formed to effect a business combination with one or more operating businesses. It does not generate operating revenues until the completion of its initial Business Combination, relying on interest income from its Trust Account.
Who is the sponsor of ALPHATIME ACQUISITION CORP?
The sponsor of ALPHATIME ACQUISITION CORP is Alphamade Holding LP, a Delaware limited partnership. The sponsor plays a critical role in funding extensions and voting on business combinations.
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 the nine months ended September 30, 2025, income from the Trust Account was $628,546, a significant decrease from $2,147,535 in the prior year period. This reduction directly impacted the company's profitability.
- Accumulated Deficit Growth [medium — financial]: The accumulated deficit increased to $6,357,094 as of September 30, 2025, from $5,729,976 at December 31, 2024. This indicates that the company has not yet achieved profitability and continues to incur expenses exceeding its revenues.
- SPAC Business Combination Uncertainty [high — operational]: As a Special Purpose Acquisition Company (SPAC), ATMC's primary objective is to complete a business combination. The company has extended its deadline multiple times, most recently to October 4, 2025, incurring $55,000 per monthly extension. Failure to complete a business combination by the deadline could result in significant implications for shareholders.
- Increasing Current Liabilities [medium — financial]: Total current liabilities rose to $3,968,625 as of September 30, 2025, from $3,331,500 at December 31, 2024. A notable increase in 'Due to HCYC' to $586,553 from zero suggests growing financial obligations to related parties.
- Lack of Revenue-Generating Operations [high — financial]: ATMC continues to operate as a SPAC and has not yet commenced any revenue-generating operations. Its financial performance is solely dependent on investment income and the successful completion of a business combination.
Industry Context
ALPHATIME ACQUISITION CORP operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies formed to raise capital through an IPO with the sole purpose of acquiring an existing business. The success of a SPAC is heavily dependent on its ability to identify and complete a suitable business combination within a specified timeframe, often facing regulatory scrutiny and market volatility.
Regulatory Implications
As a SPAC, ATMC is subject to SEC regulations governing IPOs and business combinations. The repeated extensions of its combination deadline, coupled with the associated costs, highlight potential challenges in meeting regulatory timelines and shareholder expectations. Failure to complete a combination could trigger specific reporting requirements and potential dissolution procedures.
What Investors Should Do
- Monitor the progress of the business combination: Investors should closely track any announcements or developments regarding ATMC's efforts to secure a target company and complete a merger before the October 4, 2025 deadline.
- Evaluate the impact of extension costs: The $55,000 monthly payments for deadline extensions reduce the capital available for the business combination or shareholder distributions, impacting overall value.
- Assess the sustainability of Trust Account income: Given the significant decline in income earned on the Trust Account, investors should consider the company's strategy for generating returns and managing its assets post-combination.
- Review the 'Due to HCYC' liability: The increase in this liability warrants further investigation into the nature of the obligation and its potential impact on the company's financial health.
Key Dates
- 2025-10-04: Business Combination Deadline — This is the latest extended deadline for ATMC to complete its business combination. Failure to do so could lead to dissolution and return of funds to shareholders, impacting the company's future.
- 2025-09-30: Quarterly Reporting Period End — Key financial figures such as net income, accumulated deficit, and asset values are reported as of this date, providing a snapshot of the company's financial condition.
- 2024-09-30: Prior Year Comparable Period End — Provides a basis for year-over-year comparison, highlighting the significant decrease in net income and trust account income.
- 2024-12-31: Prior Fiscal Year End — Serves as a baseline for comparing changes in accumulated deficit and current liabilities.
Glossary
- SPAC
- Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (ATMC is operating as a SPAC and its financial performance and future are tied to its ability to complete a business combination.)
- Trust Account
- An account established by a SPAC to hold the proceeds from its IPO. These funds are typically invested in U.S. Treasury bills or other low-risk securities and are used to fund the business combination or returned to shareholders if a combination is not completed. (The income generated from ATMC's Trust Account is a primary driver of its net income, and its balance represents the vast majority of its total assets.)
- 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 increasing accumulated deficit indicates ongoing losses and a lack of profitability to date.)
- Business Combination
- The merger or acquisition of two or more companies. For a SPAC, this is the process of acquiring a target operating company. (The successful completion of a business combination is the primary objective of ATMC and is critical for its survival and future operations.)
Year-Over-Year Comparison
Compared to the prior year period, ALPHATIME ACQUISITION CORP has experienced a substantial decline in net income, falling from $1,232,002 to $156,367 for the nine months ended September 30, 2025. This is primarily driven by a significant decrease in income earned on the Trust Account, which dropped from $2,147,535 to $628,546. While total assets have grown to $16,050,514, largely due to an increase in the Trust Account investment, current liabilities have also risen to $3,968,625, including a new significant liability of $586,553 'Due to HCYC'.
Filing Stats: 4,747 words · 19 min read · ~16 pages · Grade level 19.1 · Accepted 2025-11-18 17:16:00
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) — 732KB
- ex31-1.htm (EX-31.1) — 16KB
- ex31-2.htm (EX-31.2) — 16KB
- ex32-1.htm (EX-32.1) — 8KB
- ex32-2.htm (EX-32.2) — 7KB
- 0001493152-25-024097.txt ( ) — 4271KB
- atmc-20250930.xsd (EX-101.SCH) — 27KB
- atmc-20250930_cal.xml (EX-101.CAL) — 29KB
- atmc-20250930_def.xml (EX-101.DEF) — 187KB
- atmc-20250930_lab.xml (EX-101.LAB) — 225KB
- atmc-20250930_pre.xml (EX-101.PRE) — 214KB
- form10-q_htm.xml (XML) — 617KB
Financial Statements
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
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 September 30, 2025 (unaudited) December 31, 2024 Assets: Current assets: Cash $ 1,281 $ 1,425 Prepaid expenses 25,464 15,313 Total current assets 26,745 16,738 Investment held in Trust Account 16,023,769 15,240,284 Total assets $ 16,050,514 $ 15,257,022 Liabilities and Shareholders' Deficit: Current liabilities: Accounts payable and accrued expenses $ 1,334,872 $ 1,500,701 Promissory notes – related party 1,262,500 1,262,500 Due to HCYC 586,553 - Due to related parties 784,700 568,299 Total current liabilities 3,968,625 3,331,500 Deferred underwriting commission 2,415,000 2,415,000 Total liabilities 6,383,625 5,746,500 Commitments and Contingencies (Note 6) - - Temporary Equity: Ordinary shares subject to possible redemption, 1,335,250 shares at redemption value of $ 12.00 and $ 11.41 per share as of September 30, 2025 and December 31, 2024 respectively 16,023,769 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 September 30, 2025 and December 31, 2024 respectively 214 214 Additional paid-in capital - - Accumulated deficit ( 6,357,094 ) ( 5,729,976 ) Total Shareholders' Deficit ( 6,356,880 ) ( 5,729,762 ) Total Liabilities, Temporary Equity and Shareholders' Deficit $ 16,050,514 $ 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 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