Business context and reporting period
Important issuer mismatch: The supplied filing is AltC Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2022, not an Oklo Inc. 10-K. It provides no Oklo financial statements or operating results. Sam Altman, AltC’s CEO, is identified as chairman of Oklo; that relationship does not make Oklo the registrant.
AltC was a SPAC, or blank-check company, seeking a business combination. It had not begun operating activities or generated revenue by year-end. The filing was signed March 31, 2023.
Key financial metrics
| Metric | 2022 | Prior period |
|---|---|---|
| Revenue | None | None |
| Net income (loss) | $3.93 million | $(1.06) million, from inception on February 1, 2021 through December 31, 2021 |
| Interest income on trust investments | $7.28 million | $0.12 million |
| Operating and formation costs | $1.81 million | $1.18 million |
| Income tax provision | $1.47 million | $2,416 |
| Cash used in operating activities | $0.95 million | $1.88 million |
| Cash and trust investments at year-end | $3.58 million outside the trust; $506.14 million in the trust | $3.34 million outside the trust; $500.13 million in the trust |
2022 net income reflected trust-account interest, not operating earnings: the audited statement reports a $68,050 unrealized loss on trust investments. Trust assets were principally U.S. Treasury bills. The filing reports working capital of $3.82 million after adding back specified tax liabilities. No debt was reported; liabilities included $17.5 million of deferred underwriting fees, payable only if a business combination closes, and $1.18 million of income taxes payable. Class A shares subject to redemption were recorded as $504.54 million of temporary equity; stockholders’ deficit was $13.80 million. No operating margins are meaningful because the company had no revenue.
Changes, outlook, and material risks
- Compared with the 2021 inception-to-year-end period, 2022 trust interest increased substantially, turning a net loss into net income. Operating costs also rose. The comparison is not between two full fiscal years.
- AltC said it intended to complete a business combination by July 12, 2023, with a possible extension to October 12, 2023 if it had entered into a qualifying agreement by July 12. Failure to complete a transaction or obtain an extension would trigger liquidation and redemption of public shares, subject to creditor claims and applicable law.
- The auditor highlighted substantial doubt about AltC’s ability to continue as a going concern because of the approaching combination deadline. Management intended to complete a transaction; the statements included no liquidation adjustments.
- AltC reported no committed third-party financing. Redemptions could reduce cash available for a transaction; additional financing could dilute shareholders or add debt. At year-end, it had about $506.1 million in trust assets, but only $3.58 million in cash outside the trust.
- Other disclosed risks included potential creditor claims against trust assets, uncertainty over a possible 1% federal excise tax on redemptions, investment-company regulation, market and geopolitical uncertainty, and conflicts of interest among AltC’s management and affiliated SPACs. The sponsor’s trust indemnity was not assured to be financially collectible.
- AltC paid a sponsor affiliate $30,000 per month for administrative services. Its $17.5 million deferred underwriting fee was contingent on completing a business combination.
- Management reported effective disclosure controls and internal control over financial reporting at December 31, 2022. The filing also describes a prior material weakness involving accounting for complex financial instruments as remediated.
Important facts for investors to verify
- Confirm the intended issuer: this filing is for AltC Acquisition Corp. (ticker ALCC), not Oklo Inc.
- For Oklo-specific performance, verify Oklo’s own SEC filings; this 10-K does not report Oklo revenue, earnings, cash flows, debt, or liquidity.
- Check subsequent filings for whether AltC completed a business combination, extended its deadline, or liquidated, and for any associated redemptions or changes in trust assets.
- Verify the actual funds available to a transaction after redemptions, taxes, creditor claims, and transaction costs; the reported trust balance is not equivalent to unrestricted operating cash.