Business context and reporting period
This is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended June 30, 2022, filed August 12, 2022. Despite the request metadata naming Oklo Inc., the filing is for AltC, a blank-check company, and does not report Oklo’s operating or financial results. AltC had not commenced operations and was pursuing a business combination; it expected no operating revenue before completing one.
Financial results and position
| Metric | Three months ended June 30, 2022 | Six months ended June 30, 2022 |
|---|---|---|
| Operating revenue | None | None |
| Formation and operating costs | $430,744 | $959,859 |
| Trust-account interest income | $703,370 | $829,671 |
| Unrealized loss on trust securities | $126,150 | $111,572 |
| Net income (loss) | $54,361 | $(333,875) |
- At June 30, 2022, total assets were $504.7 million, including $500.8 million in trust-account marketable securities and $3.0 million in cash outside the trust.
- Total liabilities were $18.2 million, including a $17.5 million deferred underwriting fee payable. The balance sheet also showed $500 million of redeemable Class A shares as temporary equity and a $13.5 million stockholders’ deficit.
- Six-month cash used in operating activities was $309,260; there were no financing cash flows during that period. Working capital was reported as $3.5 million after specified tax-related add-backs.
- Profitability and operating margins are not meaningful for this pre-combination SPAC, which had no operating revenue. The filing reports no conventional funded debt outstanding; the prior $500,000 sponsor promissory note had been repaid in July 2021.
Changes versus comparable periods
For the second quarter of 2021, AltC reported no income and a $1,000 loss for the period from inception through June 30, 2021. In Q2 2022, trust interest produced net income of $54,361 despite operating costs and an unrealized investment loss. For the first six months of 2022, AltC recorded a $333,875 net loss, compared with a $1,000 loss from inception through June 30, 2021; the periods are not directly comparable because the 2021 figure covers only the company’s initial months. Cash declined by $309,260 during the first half of 2022.
Outlook, risks and unusual items
- Management said existing working capital and borrowing capacity were expected to cover needs through the business-combination deadline: July 12, 2023, potentially October 12, 2023 if a qualifying agreement was in place by July 12, 2023. Completion of a transaction was not assured.
- Management did not expect to need additional operating funds, but warned that higher-than-estimated search and transaction costs or substantial redemptions could require new financing or debt. If AltC failed to complete a combination within the permitted period, it would wind up and redeem public shares; investors could receive less than $10 per share.
- Trust assets were invested in U.S. Treasury securities or qualifying money-market funds. The filing highlighted uncertainty around proposed SEC SPAC rules and the risk that investment-company regulation could impede a transaction or increase costs.
- Management said COVID-19 could adversely affect the company or its search, but the impact was not determinable. The company also reported $92,441 in deferred legal fees payable upon a business combination and $17.5 million in deferred underwriting fees payable only if a combination closes.
- Disclosure controls and procedures were concluded to be effective; no material change in internal control was reported. No legal proceedings or subsequent events requiring adjustment or disclosure were identified.
Key facts for investors to verify
- Confirm the issuer: this filing is AltC Acquisition Corp., not Oklo Inc.; do not attribute its figures to Oklo.
- Verify the status and terms of any proposed business combination. The filing states AltC had no target agreement in place in discussing the investment-company-rule risk.
- Check the trust balance, redemption terms, completion deadline, and the conditions attached to any possible deadline extension.
- Assess cash available outside the trust against ongoing costs, deferred fees, potential redemptions, and any future financing needs.