Filing summary
Important entity note: The supplied filing is AltC Acquisition Corp.’s Form 10-Q, not an operating-company filing for Oklo Inc. It covers the quarter ended September 30, 2022. AltC was a special-purpose acquisition company (SPAC) seeking a business combination; the filing text provided does not identify a target or provide clear transaction terms.
Business context and financial results
AltC had not commenced operations and had no operating revenue. Its activities were organizational, related to its 2021 IPO, and focused on identifying a business-combination target. Income came from interest and fair-value changes on assets held in its trust account.
- Quarter ended September 30, 2022: Net income was $1.47 million, compared with a $535,181 net loss in the 2021 quarter. The 2022 result included $2.35 million of trust interest, a $56,746 unrealized gain, $402,616 of operating costs, and $534,571 of income-tax expense.
- Nine months ended September 30, 2022: Net income was $1.14 million, versus a $536,181 loss for the period from inception through September 30, 2021. The 2022 result included $3.18 million of trust interest, a $54,826 unrealized loss, $1.36 million of operating costs, and $626,686 of income-tax expense. The prior-period comparison is not a like-for-like nine-month period.
- Margins: Not meaningful because the company had no operating revenue.
- Cash flow: Cash used in operating activities was $747,869 in the first nine months of 2022. No investing or financing cash flows were reported for that period.
- Liquidity at September 30, 2022: Cash outside the trust was $2.59 million; working capital was $3.18 million after the company’s stated adjustment for franchise and income taxes payable. Trust assets were $503.25 million, principally U.S. Treasury bills. No trust withdrawals were reported.
- Liabilities and debt: Total liabilities were $18.54 million, including a $17.50 million deferred underwriting fee payable only if a business combination closes. The filing reports no outstanding working-capital loans or other borrowings.
Changes and outlook
- Trust-account securities increased from $500.13 million at December 31, 2021 to $503.25 million at September 30, 2022, primarily reflecting interest and redemption-value adjustments. Cash outside the trust declined from $3.34 million to $2.59 million.
- Management said it did not expect to need additional funds for ordinary operating expenditures, but warned that underestimated search and transaction costs or substantial share redemptions could require additional financing, securities issuance, or debt.
- The business combination deadline was July 12, 2023, potentially extendable to October 12, 2023 if a qualifying agreement was in place by July 12. Management said completion by the deadline was uncertain and concluded that potential mandatory liquidation raised substantial doubt about the company’s ability to continue as a going concern.
- The Inflation Reduction Act’s 1% excise tax on certain repurchases beginning in 2023 could affect redemptions, transaction attractiveness, or liquidation proceeds. The company said the tax had no impact on its fiscal 2022 tax provision at that time.
Risks, contingencies, and other items
- Public shares could be redeemed if a business combination is completed; if no combination is completed by the deadline, the company was required to wind up and redeem public shares, subject to applicable terms and law. The filing cautioned that liquidation proceeds could be below $10 per share.
- The company discussed uncertainty over whether SPACs could be treated as investment companies, including proposed SEC rules and the possibility of reduced trust-account interest if assets were moved to cash.
- COVID-19 could negatively affect the company or its search for a target, but the specific impact was not determinable.
- The filing reported no legal proceedings and no material changes to previously disclosed risk factors other than the highlighted excise-tax risk. Management stated disclosure controls were effective and reported no material quarterly change in internal control over financial reporting.
- AltC paid a Sponsor affiliate $30,000 per month for administrative services. Chairman Michael Klein’s anticipated role at CS First Boston, subject to regulatory approvals, was disclosed as other information.
Important facts for investors to verify
- Confirm the intended issuer: this filing is for AltC Acquisition Corp., not Oklo Inc.
- Verify the status, terms, financing, approvals, and completion deadline of any proposed business combination; the supplied text does not clearly identify a target or transaction terms.
- Check current trust-account assets, redemptions, any extension, and the amount available after taxes and transaction costs.
- Assess the effect of the excise tax, deferred underwriting fee, and any additional financing or dilution on potential shareholder proceeds.