Business context and reporting period
This is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended March 31, 2023—not an Oklo Inc. operating-company filing. AltC was a blank-check company seeking a business combination and had not commenced operations. The filing describes no completed business combination.
Financial results and position
- Revenue: No operating revenue. The company expected to generate operating revenue only after a business combination.
- Net income: $3.09 million, compared with a $388,236 net loss in Q1 2022. Q1 2023 results included $5.42 million of trust-account interest, $1.16 million of operating costs, $1.12 million of income-tax expense, and a $52,854 unrealized investment loss.
- Cash flow: Operating cash use was $678,937, versus $152,804 in Q1 2022. Cash at quarter-end was $2.90 million, down from $3.58 million at year-end 2022.
- Trust assets: $511.50 million in marketable securities, primarily U.S. Treasury bills, compared with $506.14 million at December 31, 2022. No trust interest was withdrawn during Q1; on April 17, 2023, AltC withdrew $1.49 million for tax obligations.
- Liquidity: Reported working capital was $2.66 million after adding back specified franchise- and income-tax payables. Management said it did not expect to need additional funds for operations, but noted actual search and transaction costs could exceed estimates.
- Debt and obligations: No working-capital loans were outstanding. The balance sheet included a $17.50 million deferred underwriting fee payable only if a business combination closes, plus $3.11 million in due-diligence and M&A legal fees contingent on closing. No off-balance-sheet arrangements were reported.
Changes versus the prior comparable period
AltC moved from a Q1 2022 net loss to Q1 2023 net income, mainly because trust-account interest rose from $126,301 to $5.42 million. Operating costs increased from $529,115 to $1.16 million. Operating cash use also increased, from $152,804 to $678,937.
Outlook, risks and unusual items
- The business-combination deadline was July 12, 2023, extendable to October 12, 2023 if a qualifying agreement or letter of intent was in place by July 12. Failure to complete a combination or obtain an extension would require liquidation. Management stated this uncertainty raised substantial doubt about AltC’s ability to continue as a going concern.
- Public shareholders could redeem shares in connection with a business combination. The filing noted that substantial redemptions could require additional financing or securities issuance.
- A potential 1% federal excise tax on certain stock repurchases or redemptions could reduce funds available for a combination or liquidation; its application to SPAC transactions was described as uncertain.
- Management reported disclosure controls as effective and no material changes to internal control over financial reporting during the quarter. It reported no legal proceedings and no material changes to previously disclosed risk factors.
Important facts for investors to verify
- Confirm the correct issuer: this filing is for AltC Acquisition Corp., not Oklo Inc., and does not provide Oklo operating results.
- Verify whether AltC completed a business combination or obtained an extension before the stated deadline, and the resulting redemption and liquidation terms.
- Assess how redemptions, contingent transaction costs, deferred underwriting fees, and any financing affected cash available to a transaction.
- Review the impact of the April 17, 2023 trust withdrawal and any subsequent tax or excise-tax guidance.