| Description of Organization, Business Operations and Going Concern | Note
1 – Description of Organization, Business Operations and Going Concern AlphaTime Acquisition Corp (the
“Company”) was incorporated in Cayman Islands on September 15, 2021 As
on March 31, 2024 and December 31, 2023, the Company had not commenced any operations. All activities for the period from September 15,
2021 (inception) through March 31, 2024, relates to the Company’s organizational activities, those necessary to prepare for and
complete the initial public offering (“IPO”), identifying a target company for a business combination and activities in connection
with the business combination. The Company will not generate any operating revenues until the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.
The Company has selected December 31 as its fiscal year end. The
Company’s sponsor is Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”). The registration statement
for the Company’s IPO was declared effective on December 30, 2022 (the “Effective Date”). On January 4, 2023, the Company
consummated the IPO of 6,000,000 0.0001 10.00 60,000,000 900,000 10.00 9,000,000 Simultaneously
with the closing of the IPO, the Company completed the sale of 370,500 10.00 3,705,000 38,700 10.00 387,000 4,892,699 1,612,500 2,415,000 865,199 Following
the closing of the IPO and the sale of over-allotment units, an aggregate of $ 70,242,000 The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 90 50 The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer, will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.18 The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public
Shares without the Company’s prior written consent. The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
business combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public
Shares. The
Company earlier had until 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”). On
September 27, 2023, the Company extended the time to complete its initial business combination from October 4, 2023 to January 4, 2024
by depositing an aggregate of $ 690,000 690,000 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 $ 55,000 On January 4, 2024, the Company deposited $ 165,000
660,000 55,000
However,
if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 10.00 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $ 10.18 10.18 Liquidity As
of March 31, 2024, the Company had a cash balance of $ 9,429 1,990,704 875,000 Pursuant
to the extension amendment approved by the shareholders by special resolution at the meeting on December 28, 2023, the Company has adopted
the Company’s Third Amended and Restated Memorandum and Articles of Association, reflecting the extension of the date by which
the Company must consummate a business combination from January 4, 2024, (the “Termination Date”) up to ten (10) times, with
the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each up to January 4, 2025,
by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and depositing
into the trust account (the “Trust Account”) $ 55,000 In
connection with the shareholders’ vote at the meeting on December 28, 2023, 2,160,774 23,302,146 10.78 51,712,221 6,873,426 On
January 5, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,
HCYC Holding Company (“PubCo”), ATMC Merger Sub 1 Limited (“Merger Sub 1”), ATMC Merger Sub 2 Limited (“Merger
Sub 2”), and HCYC Merger Sub Limited (“Merger Sub 3”, and together with PubCo, Merger Sub 1 and Merger Sub 2, the “Acquisition
Entities”), and HCYC Group Company Limited, Cayman Islands exempted company (“HCYC”). Pursuant to the Merger Agreement,
the parties thereto will enter into a business combination transaction by which (i) the Company will merge with and into Merger Sub 1,
with the Company surviving such merger; (ii) the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger;
and (iii) HCYC will merge with and into Merger Sub 3, with HCYC surviving such merger (collectively, the “Mergers”). The
Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of the Company and HCYC. The Business Combination
is expected to be consummated after obtaining the required approval by the shareholders of the Company and HCYC and the satisfaction
of certain other customary closing conditions. Accordingly,
the accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation
of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.
The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management
plans to address this uncertainty during the period leading up to the Initial Business Combination. The Company cannot provide any assurance
that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management
believes that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time. Moreover, management’s
plans to consummate the initial business combination may not be successful. These factors, among others, raise substantial doubt about
the Company’s ability to continue as a going concern. Risks
and Uncertainties Management
is currently evaluating the impact of the risk of bank failures and has concluded that while it is reasonably possible that the bank
failures could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target
company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited
condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the Company
doesn’t have any bank accounts which are associated with failure risk but will keep monitoring any such effects that might impact
the company’s financial position. On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1 1 |
