Business context and reporting period
This is AltC Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2023, not an operating-company 10-K for Oklo. AltC was a shell SPAC with no operations or operating revenue; its proposed merger with Oklo remained subject to stockholder approval and other closing conditions as of the filing date, March 29, 2024. AltC had until July 12, 2024, or an earlier date set by its board, to complete a business combination.
The July 2023 merger agreement provides for $850 million of consideration to Oklo securityholders, plus qualifying proceeds from any Oklo equity financing before closing, paid in AltC Class A shares valued at $10 per share. Eligible Oklo securityholders may also receive up to 15 million additional shares over five years if specified share-price targets are met.
Financial results, cash flow and liquidity
| Metric | 2023 | 2022 |
|---|---|---|
| Operating revenue | $0 | $0 |
| Operating costs | $4.27 million | $1.81 million |
| Interest income on trust assets | $22.23 million | $7.28 million |
| Net income | $11.87 million | $3.93 million |
| Net cash used in operating activities | $10.84 million | $0.95 million |
Net income was driven by trust-account interest, not business operations. The 2023 income-tax provision was $6.09 million; the filing reports no operating margins. At December 31, 2023, AltC had $303.56 million in trust assets, $1.63 million in cash outside the trust, a $1.43 million working-capital deficit, and $10.58 million in total liabilities, including a $7.0 million deferred underwriting fee payable. No debt was reported. Assuming no further redemptions and payment of the deferred fee, AltC estimated $296.56 million would be available for the business combination.
During 2023, holders redeemed 20,849,479 public shares for approximately $215.91 million in connection with the extension vote. The trust balance fell from $506.14 million at year-end 2022 to $303.56 million at year-end 2023. Underwriters waived approximately $10.5 million of deferred fees; the remaining $7.0 million is payable upon a completed business combination and will be waived if no combination is completed, subject to the underwriting agreement.
Material changes versus the prior comparable period
- Net income increased to $11.87 million from $3.93 million, mainly because trust-account interest rose from $7.28 million to $22.23 million.
- Operating costs increased to $4.27 million from $1.81 million, while cash used in operations increased to $10.84 million from $0.95 million.
- The October 2023 extension vote reduced outstanding redeemable public shares from 50.0 million to 29.15 million and led to approximately $215.91 million in redemptions.
- AltC recorded a $2.16 million excise-tax liability related to those redemptions and recognized a $10.5 million underwriter fee waiver.
Outlook, risks and unusual items
Management intended to complete the Oklo transaction before the deadline, but the filing gives no operating or financial guidance for Oklo and no assurance that the merger would close. The merger includes a minimum-cash condition and a Sponsor commitment of up to $50 million, subject to specified terms and closing conditions. Depending on available closing cash, the commitment is intended to support a $250 million cash threshold; the filing does not establish that the full amount will be funded.
The company and its auditor identified substantial doubt about AltC’s ability to continue as a going concern if a business combination is not completed. Without a completed transaction or an extension, AltC would be required to liquidate. The auditor’s opinion was unqualified but included a going-concern explanatory paragraph. The filing also discloses a stockholder demand letter alleging omissions or misleading statements in the merger registration statement; potential loss exposure could not be reasonably estimated.
Key transaction and investor risks include further redemptions that could jeopardize the minimum-cash condition, the need for additional financing, potential dilution and earnout shares, and uncertainty around the merger deadline. Trust funds may also be reduced by creditor claims; the Sponsor’s indemnity may be difficult to collect. Trust cash was held above FDIC-insured limits. Other disclosed items include a potential 1% federal excise tax on redemptions and conflicts of interest arising from Sponsor and management affiliations. The filing reports effective disclosure controls and internal control over financial reporting as of year-end; the auditor was not engaged to audit internal controls.
Most important facts for investors to verify
- Confirm the merger’s current status, required approvals, closing conditions, and whether the July 12, 2024 deadline was extended or met.
- Reconcile current trust cash and expected closing cash after any subsequent redemptions, fees, taxes, and transaction expenses against the minimum-cash condition.
- Verify whether the Sponsor commitment was funded, its final amount and conditions, and any other financing or Oklo pre-closing equity proceeds.
- Review the merger’s final capitalization and dilution, including the $850 million share consideration, founder-share conversion, and up to 15 million earnout shares.
- Assess the status and potential cost of the stockholder demand letter, excise-tax liability, and contingent transaction fees, including $8.11 million of due-diligence and M&A legal fees payable upon a completed combination.