UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Or
For the transition period from to
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) | |
| N/A | ||
| (Address of principal executive offices) | (zip code) |
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||
| N/A | ||||
| N/A | ||||
| N/A | ||||
| N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 12, 2026, there were ordinary shares, par value $ issued and outstanding.
TABLE OF CONTENTS
| i |
PART I - FINANCIAL INFORMATION
ALPHATIME ACQUISITION CORP
CONDENSED BALANCE SHEETS
June 30, 2026 (unaudited) | December 31, 2025 | |||||||
| 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 | ||||||||
| Temporary Equity: | ||||||||
| Ordinary shares subject to possible redemption, and shares at redemption value of $ and $ per share as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | ||||||||
| Ordinary Shares, $ par value; shares authorized; shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| 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 six months ended June 30, 2026 and 2025 (Unaudited)
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
| Formation and operating costs | $ | $ | $ | $ | ||||||||||||
| Total Expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Income | ||||||||||||||||
| Income earned on Trust Account | $ | $ | $ | $ | ||||||||||||
| Net 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 six months ended June 30, 2026 and 2025 (Unaudited)
| Shares | Amount | Additional paid-in capital | Accumulated deficit | Total shareholders’ deficit | ||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Subsequent measurement of ordinary shares subject to possible redemption | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
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 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
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 six months ended June 30, 2026 and 2025 (Unaudited)
For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss 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 provided by (used in) investing activities | $ | $ | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| 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 ordinary shares 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 of June 30, 2026, the Company had not commenced any operations. All activity for the period from September 15, 2021 (inception) through June 30, 2026 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 proposed Business Combination described below. The Company will not generate any operating revenues until the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on the proceeds held in the Trust Account (as defined below). 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. On January 4, 2023, the Company consummated the IPO of
units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $ per share (the “Ordinary
Shares”), one redeemable warrant (the “Warrants”) and one right (the “Rights”), with each Right entitling
the holder thereof to receive one-tenth of one Ordinary Share upon the completion of an initial Business Combination, subject to adjustment.
The Units were sold at a price of $ per Unit, generating gross proceeds to the Company of $
Simultaneously
with the closing of the IPO, the Company completed the sale of private units to the Sponsor (the “Private Units”)
at a purchase price of $ per Private Unit, generating gross proceeds to the Company of $
Following
the closing of the IPO and the sale of over-allotment Units, an aggregate of $
The Company initially had 9 months (or up to 18 months, if we extend the time to complete a business combination) from January 4, 2023, the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).
| F-5 |
Proposed Business Combination
On January 5, 2024, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, HCYC Holding Company (“PubCo”), ATMC Merger Sub 1 Limited, ATMC Merger Sub 2 Limited, HCYC Merger Sub Limited, and HCYC Group Company Limited, a Cayman Islands exempted company (“HCYC”), providing for a business combination by means of a series of mergers among the Company, the merger subsidiaries and HCYC. On November 12, 2025, the registration statement on Form F-4 relating to the proposed business combination with HCYC was declared effective by the SEC.
On
December 5, 2025, the Company held an extraordinary general meeting of shareholders (the “BC Meeting”) at which the
Company’s shareholders approved the Merger Agreement and the transactions contemplated thereunder. In connection with the BC
Meeting, shareholders holding an aggregate of
Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. The Business
Combination has not been consummated and such redemptions have not become effective. On September 14, 2025, the Company entered into
Securities Purchase Agreements with certain accredited investors for a private placement of an aggregate of $
Extensions and Redemptions
The Company has extended the date by which it must complete an initial Business Combination on a number of occasions through amendments to its governing documents and the Investment Management Trust Agreement, dated as of December 30, 2022, with Equiniti Trust Company, LLC (as amended, the “Trust Agreement”), funded by deposits into the Trust Account in exchange for non-interest bearing, unsecured promissory notes payable upon the consummation of a Business Combination.
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 $
In
connection with the shareholders’ vote at the meeting on December 28, 2023,
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 $
| F-6 |
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 $
In
connection with the shareholders’ vote at the Second Meeting, holders of 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 $
On
October 1, 2025, the Company held an extraordinary general meeting (the “Third 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 Third Meeting, holders of
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, $
On
December 16, 2025, the Company held an extraordinary general meeting (the “Fourth 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 January 4, 2026 to April
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 April 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 Fourth Meeting, holders of
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, $
On
March 27, 2026,
| F-7 |
In
connection with the shareholders’ vote at the Fifth Meeting, holders of
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, $
On
January 4, 2024, the Company deposited $
Nasdaq Delisting
On January 8, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that on January 13, 2026, it would announce that it will delist the Company’s ordinary shares, warrants, rights and units as a result of the Company exceeding the maximum three-year period permitted for a special purpose acquisition company to complete an initial business combination following its initial public offering. Trading in the Company’s securities was suspended on January 7, 2026, and the Company’s securities have not traded on Nasdaq since December 9, 2025. On January 15, 2026, Nasdaq filed a Form 25 with the SEC to remove the Company’s ordinary shares, rights, units and warrants from listing on Nasdaq and to withdraw the registration of such securities under Section 12(b) of the Exchange Act, and the delisting became effective ten days after the Form 25 was filed. As of the date of this report, the Company’s securities are not listed on any national securities exchange.
Liquidity and Going Concern
As
of June 30, 2026, the Company had $
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s working capital deficit, the unpaid extension deposits described above and the uncertainty as to whether the applicable extensions were validly effected, and the mandatory liquidation and subsequent dissolution that would be required should the Company be unable to complete a Business Combination within the applicable period raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has adopted plans intended to address the substantial doubt about the Company’s ability to continue as a going concern. Management intends to continue to pursue the consummation of the Business Combination with HCYC. Prior to the consummation of a Business Combination, the Company intends to cover any working capital shortfalls through extension loans and other financing arrangements. In addition, the Company is seeking alternative ways to complete the Business Combination, including applying to have the Company’s securities quoted on the OTC market, in order to maintain the Company’s public trading status and facilitate the completion of the Business Combination. Notwithstanding these plans, management cannot conclude that it is probable that its plans will be effectively implemented within one year after the date that the unaudited condensed financial statements are available to be issued, or that, if implemented, the plans will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| F-8 |
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 (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. 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 are required to comply. The Company has 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Use of Estimates
The preparation of financial statements 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, actual results could differ significantly from those estimates.
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.
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 a cash and cash equivalents balance of $
Investment Held in Trust Account
The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. government securities, generally having a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities and income earned on the investments held in the Trust Account are included in income earned on the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2026 and December 31, 2025, and ordinary shares subject to possible redemption are presented at a redemption value of approximately $ and $ per share, respectively, as temporary equity, outside of the shareholders’ deficit 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.
| F-9 |
| Ordinary shares subject to possible redemption – December 31, 2025 | $ | |||
| Redemption of ordinary shares | ) | |||
| 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, 2026 | $ | |||
| Redemption of ordinary shares | ) | |||
| 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, 2026 | $ |
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 June 30, 2026, 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.
Three Months ended June 30, 2026 | Three Months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income earned on Trust Account | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Accretion of carrying value to redemption value | ( | ) | ( | ) | ||||||||||||
| Net loss including accretion of equity into redemption value | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| F-10 |
Three months ended June 30, 2026 | Six months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| 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 | ) | ) | ) | ) | ||||||||||||||||||||||||||||
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
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).
| F-11 |
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
Pursuant
to the IPO, the Company sold Units (including Units sold pursuant to the underwriters’ full exercise of the over-allotment
option) at a purchase price of $ per Unit. Each Unit consists of one Ordinary Share, one redeemable Warrant and one Right. Each
Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $
Note 4 — Private Placement
Simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of Private Units at a price of $ per Private Unit, generating
gross proceeds of $
Note 5 — Related Party Transactions
Founder Shares
On
September 28, 2021, the Sponsor purchased of the Company’s Class B ordinary shares (the “Founder Shares”)
for an aggregate purchase price of $
Promissory Notes — Related Party
The
Company has issued a series of unsecured promissory notes to the Sponsor to finance working capital and costs associated with extending
the period available to complete a Business Combination. The notes are non-interest bearing and are payable upon the consummation of
a Business Combination. As of June 30, 2026 and December 31, 2025, the aggregate amount outstanding under the promissory notes issued
to the Sponsor was $
Due to Related Parties
From
time to time, the Sponsor and the Company’s officers and directors advance funds to the Company, or pay expenses on behalf of the
Company, for working capital purposes. As of June 30, 2026 and December 31, 2025, the amount due to related parties was $
| F-12 |
Administrative Support Agreement
Commencing
on the effective date of the IPO, the Company agreed to pay an affiliate of the Sponsor a total of $
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Units (and underlying securities) and any units that may be issued upon conversion of working capital loans are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to make up to a specified number of demands that the Company register such securities and to certain “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The
underwriters were paid an underwriting discount of $
Due to HCYC
HCYC,
the Company’s proposed business combination target, has from time to time paid certain expenses on behalf of the Company. As of
June 30, 2026 and December 31, 2025, the amount due to HCYC was $
Note 7 — Shareholders’ Deficit
Preferred Shares — The Company is authorized to issue preferred shares with a par value of $ per share. As of June 30, 2026 and December 31, 2025, there were preferred shares issued or outstanding.
Ordinary Shares — The Company is authorized to issue ordinary shares with a par value of $ per share. As of June 30, 2026 and December 31, 2025, there were ordinary shares issued and outstanding, excluding and ordinary shares subject to possible redemption, respectively, that are classified as temporary equity.
Warrants — Each Warrant entitles the holder to purchase one Ordinary Share at a price of $ per share, subject to adjustment. The Warrants are exercisable commencing on the later of 30 days after the completion of the initial Business Combination and 12 months from the closing of the IPO, and expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company accounts for the Warrants and the Rights as equity-classified instruments based on an assessment of their specific terms and the applicable authoritative guidance in ASC 480 and ASC 815.
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. The Company’s investments held in the Trust Account are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical assets. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs utilized:
| Quoted | Significant | Significant | ||||||||||||||
| Prices in | Other | Other | ||||||||||||||
| Active | Observable | Unobservable | ||||||||||||||
| As of | Markets | Inputs | Inputs | |||||||||||||
| June 30, 2026 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Investments held in Trust Account | $ | $ | $ | $ | ||||||||||||
| Quoted | Significant | Significant | ||||||||||||||
| Prices in | Other | Other | ||||||||||||||
| Active | Observable | Unobservable | ||||||||||||||
| As of | Markets | Inputs | Inputs | |||||||||||||
| December 31, 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Investments held in Trust Account | $ | $ | $ | $ | ||||||||||||
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were available to be issued. Based upon this review, other than as described in these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements.
| F-13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements. Because we are a blank check company, the safe harbor for forward-looking statements provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, is not available to us. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results expressed or implied by these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update or revise any forward-looking statements.
Overview
We are a blank check company incorporated in the Cayman Islands on September 15, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on December 30, 2022. On January 4, 2023, we consummated the Initial Public Offering of 6,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $60,000,000. On January 9, 2023, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 900,000 Units at $10.00 per Unit, generating additional gross proceeds of $9,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 370,500 private placement units (the “Private Placement Units”) at $10.00 per unit, generating gross proceeds of $3,705,000, and, on January 9, 2023, simultaneously with the sale of the over-allotment Units, we consummated the sale of an additional 38,700 Private Placement Units, generating additional gross proceeds of $387,000. A total of $70,242,000 (or $10.18 per Unit sold in the Initial Public Offering) was placed in the trust account (the “Trust Account”).
On March 27, 2026, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to approve, among other things, 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 6,135 ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $12.99 per share, for an aggregate redemption amount of approximately $79,701.15. These redemption elections were made in the first quarter of 2026, and the redemption was settled and paid from the Trust Account in April 2026, during the second quarter. Separately, in January 2026, $889.39 was paid from the Trust Account in respect of 69 ordinary shares redeemed in connection with the December 16, 2025 extraordinary general meeting. As a result, during the six months ended June 30, 2026, an aggregate of 6,204 ordinary shares were redeemed for an aggregate of $80,590.54, and as of June 30, 2026, 411,232 ordinary shares remained subject to possible redemption and 2,545,432 ordinary shares were outstanding.
As of June 30, 2026, we had not commenced any operations. All activity through June 30, 2026 relates to our formation and the Initial Public Offering and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination and, following the execution of the Merger Agreement, activities in connection with the proposed Business Combination with HCYC. Our shareholders approved the Merger Agreement at the BC Meeting held on December 5, 2025, but as of the date of this report the Business Combination has not been consummated and remains subject to the satisfaction or waiver of closing conditions. In connection with the Business Combination, we have entered into Securities Purchase Agreements for the PIPE Financing of an aggregate of $11.5 million, which is expected to close substantially concurrently with, and is conditioned upon, the closing of the Business Combination. Our securities were delisted from Nasdaq effective in January 2026 and are not listed on any national securities exchange. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of income earned on investments held in the Trust Account.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering and, since the Initial Public Offering, the identification and evaluation of a prospective target company for a Business Combination and, subsequently, activities in connection with the proposed Business Combination with HCYC. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses in connection with completing the Business Combination.
For the three months ended June 30, 2026, we had a net loss of $57,771, which consisted of formation and operating costs of $100,131, partially offset by income earned on the Trust Account of $42,360.
For the three months ended June 30, 2025, we had a net loss of $127,315, which consisted of formation and operating costs of $290,004, partially offset by income earned on the Trust Account of $162,689.
For the six months ended June 30, 2026, we had a net loss of $217,646, which consisted of formation and operating costs of $302,274, partially offset by income earned on the Trust Account of $84,628.
For the six months ended June 30, 2025, we had a net loss of $9,346, which consisted of formation and operating costs of $473,406, partially offset by income earned on the Trust Account of $464,060.
Formation and operating costs decreased from $290,004 for the three months ended June 30, 2025 to $100,131 for the three months ended June 30, 2026, and from $473,406 for the six months ended June 30, 2025 to $302,274 for the six months ended June 30, 2026. Income earned on the Trust Account decreased from $162,689 for the three months ended June 30, 2025 to $42,360 for the three months ended June 30, 2026, and from $464,060 for the six months ended June 30, 2025 to $84,628 for the six months ended June 30, 2026, primarily due to the reduction in the balance of the Trust Account resulting from shareholder redemptions.
Liquidity and Capital Resources
As of June 30, 2026, we had cash of $1,233 held outside of the Trust Account and a working capital deficit of $4,591,305. As of June 30, 2026, we had investments held in the Trust Account of $4,804,622. Income earned on the Trust Account may be used by us to pay taxes. Through June 30, 2026, we have not withdrawn any income earned on the Trust Account to pay our tax obligations.
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 pay taxes), to complete our initial Business Combination. To the extent that our capital stock 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.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. As of June 30, 2026, there was $1,262,500 outstanding under promissory notes payable to a related party and $892,301 outstanding under amounts borrowed from HCYC.
Our liquidity is limited. Our cash held outside of the Trust Account of $1,233 as of June 30, 2026 is not sufficient to fund our working capital requirements, and we are dependent on loans and other support from our Sponsor, HCYC and their affiliates, none of whom is obligated to provide such funding. As of June 30, 2026, extension payments in an aggregate amount of $610,144 had not been deposited into the Trust Account, and there can be no assurance that we will be able to fund these or any future extension payments. In addition, the 382,091 Ordinary Shares subject to redemption elections made in connection with the BC Meeting would be redeemed from the Trust Account upon consummation of the Business Combination. See “Going Concern” below.
Going Concern
In connection with our assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, together with the Company’s working capital deficit, the unpaid extension deposits and the uncertainty as to whether the applicable extensions were validly effected, raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management has adopted plans intended to address the substantial doubt about the Company’s ability to continue as a going concern. Management intends to continue to pursue the consummation of the Business Combination with HCYC. Prior to the consummation of a Business Combination, the Company intends to cover any working capital shortfalls through extension loans and other financing arrangements. In addition, the Company is seeking alternative ways to complete the Business Combination, including applying to have the Company’s securities quoted on the OTC market, in order to maintain the Company’s public trading status and facilitate the completion of the Business Combination. Notwithstanding these plans, management cannot conclude that it is probable that its plans will be effectively implemented within one year after the date that the unaudited condensed financial statements are available to be issued, or that, if implemented, the plans will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the relevant date by which it must complete a Business Combination.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
| 2 |
Contractual Obligations
As of June 30, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriting commission of $2,415,000 payable to the underwriters of our Initial Public Offering upon the completion of our initial Business Combination, and an agreement to pay an affiliate of our Sponsor a monthly fee for office space, secretarial and administrative support services.
Critical Accounting Estimates
The preparation of these unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 the following critical accounting estimates:
Ordinary Shares Subject to Possible Redemption. We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
Net Income (Loss) per Ordinary Share. We comply with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the periods. We apply the two-class method in calculating earnings per share, allocating net income (loss) between the redeemable ordinary shares and the non-redeemable ordinary shares.
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we have elected to take advantage of the benefits of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
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 June 30, 2026, 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 June 30, 2026, due to the material weakness in our internal control over financial reporting related to insufficient review of related party transactions, as described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Management intends to continue to 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. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
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.
Changes in Internal Control over Financial Reporting
Other than the ongoing remediation efforts described above, 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 for the year ended December 31, 2025 filed with the SEC on November 10, 2026.
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”), and an additional 900,000 Units issued on January 9, 2023 pursuant to the underwriters’ exercise in full of their over-allotment option, at $10.00 per Unit, generating aggregate 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 Private Placement Unit, 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. Of the 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 deposited in the Trust Account.
Redemptions
On March 27, 2026, 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 6,135 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.99 per share, for an aggregate redemption amount of approximately $79,701.15, which was paid from the Trust Account in April 2026. The January 2026 payment of $889.39 in respect of 69 Ordinary Shares redeemed in connection with the December 16, 2025 extraordinary general meeting was made in the first quarter of 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
| 4 |
Item 6. Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | |
| 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 Taxonomy Extension Presentation 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.
| 5 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 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 12, 2026
| ALPHATIME ACQUISITION CORP | ||
| By: | /s/ Gan Kim Hai | |
| Gan Kim Hai | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Yingxuan Shan | |
| Yingxuan Shan | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
| 6 |