Filing identity and reporting period
Important: The supplied filing is AltC Acquisition Corp.’s Form 10-K, not Oklo Inc.’s. It covers the period from incorporation on February 1, 2021 through December 31, 2021, and was signed March 31, 2022. Oklo is mentioned because AltC CEO Sam Altman disclosed that he is Oklo’s chairman and an investor in the company.
Business context and financial results
AltC was a special purpose acquisition company (SPAC), with no operating business or revenue, formed to pursue a business combination. It had not completed one by year-end. The filing provides no comparable prior-year operating period.
- Revenue: None; AltC reported no operations or operating revenue.
- Net loss: $1.057 million for the inception-to-year-end period. Formation and operating costs were $1.180 million; trust-account interest and unrealized gains totaled $125,470; income tax provision was $2,416.
- Cash flow: $1.880 million used in operating activities. Cash at year-end was $3.337 million.
- Trust and liquidity: Trust assets were $500.125 million, including approximately $125,470 of interest and gains. Reported working capital was $3.973 million after specified tax liabilities were added back. Trust funds were principally reserved for a business combination or shareholder redemptions.
- Debt and obligations: No long-term debt was reported. A $500,000 sponsor promissory note had been repaid. Liabilities included a $17.500 million deferred underwriting fee, payable only if a business combination closes, and $402,885 of current liabilities.
- Capital raised: The July 2021 IPO raised $500 million gross; a concurrent sponsor private placement raised $14.5 million. Total transaction costs were $26.652 million.
Changes, outlook, risks and unusual items
- AltC’s results reflect its first reporting period; the filing does not provide a prior comparable period for performance trends.
- Management said it intended to use substantially all trust funds for a business combination and expected available working capital and borrowing capacity to cover needs through a combination or one year from filing. Completion and any additional financing were uncertain; no target-specific guidance or operating outlook was provided.
- The stated deadline was July 12, 2023, extendable to October 12, 2023 if a qualifying agreement had been executed by the earlier deadline. Failure to complete a transaction would trigger winding up and public-share redemption, subject to creditor claims and applicable law.
- Financial reporting control issue: Management concluded disclosure controls were ineffective at December 31, 2021 due to a material weakness in accounting for complex financial instruments. The filing says AltC restated its previously issued July 12, 2021 audited balance sheet; it does not clearly quantify the restatement’s effects in the supplied text. Management described remediation steps, including outside accounting support, but gave no assurance they would resolve the weakness.
- Other key risks included redemption-related financing uncertainty, potential dilution or debt in a transaction, sponsor and management conflicts, competition for targets, COVID-19 and geopolitical market disruption, and potential claims against trust assets. AltC disclosed no material pending litigation.
- Related-party items included a $30,000 monthly fee to a sponsor affiliate for office and administrative services, plus reimbursement of out-of-pocket expenses. Altman’s disclosed Oklo chairmanship and investment are relevant relationship disclosures, not evidence that AltC had agreed to acquire Oklo.
Most important facts for investors to verify
- Confirm the issuer: this is AltC Acquisition Corp. (NYSE: ALCC), not an Oklo Inc. 10-K.
- Review the full audited statements and subsequent filings for the precise nature and effects of the July 2021 balance-sheet restatement and remediation progress on the material weakness.
- Check current filings for any later business-combination agreement, deadline extension, redemption activity, financing, or change in trust assets; the figures here are as of December 31, 2021.
- Assess sponsor-related fees, conflicts of interest, dilution provisions, and the limits of sponsor indemnification protecting trust funds.
- Do not treat the SPAC’s cash, trust assets, or Altman’s Oklo relationship as Oklo operating results or as confirmation of a transaction involving Oklo.