Filing summary
Entity and period: The supplied filing is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended September 30, 2021, not an operating-company filing for Oklo Inc. AltC was a newly formed SPAC; the filing describes no completed business combination or operating business. Its results cover the three months ended September 30, 2021 and, from inception, February 1 through September 30, 2021.
Financial results and position
- Revenue and operations: No operating revenue; AltC had not commenced operations. It reported formation and operating costs of $569,025 for the quarter and $570,025 from inception.
- Profit/loss: Net loss was $535,181 for the quarter and $536,181 from inception. Quarterly loss included $40,895 of trust-account interest and a $7,051 unrealized investment loss. Basic and diluted loss per share was $0.01 for the quarter and $0.02 from inception.
- Cash flow: Net cash used in operating activities was $1,775,680 from inception; net cash provided by financing activities was $505,217,230. Cash at September 30 was $3,441,550.
- Assets and liquidity: The balance sheet reports $4,912,100 of current assets, including $1,470,550 of prepaid expenses, and $500,033,844 of marketable securities in trust, primarily U.S. Treasury bills. The trust balance included approximately $33,844 of interest. Management stated that $5,285,860 of cash was held outside the trust and available for working capital, which does not reconcile clearly to the balance-sheet cash and prepaid-asset figures.
- Liabilities and debt: Total liabilities were $17,609,250, including $17,500,000 of deferred underwriting fees payable only if a business combination closes. No long-term debt or outstanding related-party loans were reported; a $500,000 sponsor note had been repaid.
- Margins: Not meaningful because the company had no operating revenue.
Material changes and unusual items
- AltC completed its IPO on July 12, 2021, selling 50 million public shares at $10 per share for $500 million gross proceeds, and sold 1.45 million private-placement shares to its sponsor for $14.5 million.
- The company restated its July 12, 2021 balance sheet to classify all 50 million redeemable Class A shares, totaling $500 million, as temporary equity. The filing says the restatement did not change total assets, liabilities, or operating results, but materially changed the reported equity presentation.
- IPO transaction costs totaled $26,652,125, including $17.5 million of deferred underwriting fees. The filing also reports an $8.58 million underwriting fee net of $1.42 million reimbursed by underwriters.
- AltC reported a material weakness in internal control over financial reporting related to accounting for complex financial instruments. Management said it expanded review procedures and planned further remediation; disclosure controls and procedures were deemed ineffective as of September 30.
Outlook, risks, and commitments
- Management said it expected to continue incurring costs while seeking a business combination and did not expect operating revenue until after one is completed. It stated it did not believe additional funding would be needed for current expenditures, but warned actual search and transaction costs could exceed estimates and additional financing might be required.
- The company had until July 12, 2023 to complete a business combination, extendable to October 12, 2023 if it had an executed letter of intent, agreement in principle, or definitive agreement by the earlier deadline. Failure to complete a transaction would trigger liquidation and redemption of public shares, subject to the filing’s terms.
- Management noted that COVID-19 could negatively affect the company’s financial position or target search, but said the specific impact was not readily determinable.
- The company pays a sponsor affiliate $30,000 monthly for administrative services until a business combination or liquidation. The filing also describes potential sponsor-affiliate advisory fees for a future transaction, with no amount specified.
Important facts for investors to verify
- Confirm the issuer: this filing is for AltC Acquisition Corp., not Oklo Inc.; do not attribute AltC’s figures to Oklo.
- Reconcile the stated $5,285,860 of cash outside the trust with the balance-sheet cash of $3,441,550 and prepaid expenses of $1,470,550.
- Review the restatement, its accounting basis, and the remediation status of the material weakness in complex-financial-instrument accounting.
- Verify the status and terms of any business combination, including redemption rights, the deferred underwriting fee, and the applicable completion deadline.