Business context and reporting period
This is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended June 30, 2023—not an Oklo Inc. operating-company 10-Q. AltC was a blank-check company with no operations or operating revenue; its assets primarily consisted of funds held in trust while it sought a business combination. On July 11, 2023, after quarter-end, AltC entered into a merger agreement with Oklo.
Financial results and position
| Metric | Three months ended June 30, 2023 | Six months ended June 30, 2023 | Comparable 2022 period |
|---|---|---|---|
| Operating revenue | None | None | None |
| Formation and operating costs | $0.90 million | $2.06 million | $0.43 million and $0.96 million, respectively |
| Trust-account interest income | $5.86 million | $11.28 million | $0.70 million and $0.83 million, respectively |
| Net income (loss) | $3.78 million | $6.87 million | $0.05 million and $(0.33) million, respectively |
| Operating cash flow | Not separately presented for the quarter | $(4.22) million | Six-month use of $(0.31) million |
At June 30, 2023, cash outside the trust was $0.84 million, marketable securities in the trust were $515.93 million, total assets were $516.82 million, and total liabilities were $19.20 million. Liabilities included a $17.50 million deferred underwriting fee payable upon a completed business combination. No debt was outstanding. The balance sheet reported $512.39 million of redeemable Class A shares as temporary equity and a $14.78 million stockholders’ deficit. Management reported working capital of $1.81 million after adding back specified franchise and income tax payables that it said could be settled using trust funds; ordinary current assets less current liabilities were negative $0.73 million.
Changes versus prior comparable period
- Net income rose to $3.78 million for the quarter from $0.05 million, and to $6.87 million for the first half from a $0.33 million loss, principally because trust-account interest increased substantially.
- First-half operating costs increased to $2.06 million from $0.96 million. First-half cash used in operations increased to $4.22 million from $0.31 million.
- Trust assets rose to $515.93 million from $506.14 million at December 31, 2022, including interest earned and after permitted withdrawals. Cash outside the trust fell to $0.84 million from $3.58 million.
Outlook, risks, contingencies, and unusual items
- The merger agreement provides for $850 million of consideration to Oklo securityholders, plus certain qualifying pre-closing equity-financing proceeds, payable in AltC Class A shares valued at $10 per share. It also provides for up to 15 million additional shares tied to post-closing share-price targets over five years. Completion remained subject to stockholder approvals and other conditions; the filing does not establish that the transaction would close.
- AltC’s business-combination deadline was October 12, 2023, unless extended. Management said failure to complete a combination or obtain an extension would require liquidation and raised substantial doubt about AltC’s ability to continue as a going concern.
- At June 30, trust assets were invested in money-market funds holding U.S. Treasuries. Subsequent to quarter-end, AltC disclosed a July 6 withdrawal of $2.26 million for taxes and $1 million for working capital, and said it moved trust funds to a demand-deposit account on July 7.
- AltC disclosed $4.88 million of due-diligence and M&A legal fees contingent on consummating a business combination, a $420,000 fairness-opinion fee, and the $17.50 million deferred underwriting fee payable only if a business combination is completed. The fairness opinion had not been delivered as of June 30.
- The filing cites possible effects from inflation, rising interest rates, financial-market instability, COVID-19 effects, and geopolitical events. A potential 1% federal excise tax on certain stock repurchases or redemptions could affect cash available, depending on the transaction and applicable guidance.
- Management said disclosure controls were effective and reported no material change in internal control over financial reporting during the quarter. No legal proceedings were reported; management said there were no material changes to the risk factors in the 2022 Form 10-K.
Important facts for investors to verify
- Confirm the filing entity: this report is AltC Acquisition Corp.’s SPAC filing, not Oklo’s standalone financial statements.
- Review the merger agreement and subsequent filings for transaction conditions, redemptions, financing, closing cash, share issuance, dilution, and status of approvals.
- Verify trust-account balances and withdrawals, the minimum-cash provisions and sponsor commitment terms, and AltC’s business-combination deadline or any extension.
- Assess the going-concern disclosure, contingent transaction costs, deferred underwriting fee, and potential effect of the excise tax.