Business context and reporting period
This is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended March 31, 2022—not an operating-company filing by Oklo Inc. AltC was a SPAC formed to pursue a business combination and had not commenced operations or generated operating revenue. The filing reports no target agreement in place at the time described.
Financial performance and position
- Revenue: No operating revenue. No operating margins are meaningful.
- Expenses and loss: Formation and operating costs were $529,115; interest and unrealized gains on Trust Account securities totaled $140,879. Net loss was $388,236, or $0.01 per share.
- Cash flow: Operating activities used $152,804 during the quarter. Cash declined from $3,337,050 at year-end 2021 to $3,184,246.
- Assets and liquidity: Total assets were $504.5 million, including $500.3 million in Trust Account securities and $3.2 million cash outside the trust. Management reported working capital of $3.7 million.
- Liabilities and equity: Total liabilities were $18.1 million, including $17.5 million in deferred underwriting fees payable only if a business combination closes. Stockholders’ deficit was $13.6 million. No Working Capital Loans were outstanding.
Changes versus the prior comparable period
The prior-period comparison is limited: the 2021 income and cash-flow statements cover only February 1, 2021 (inception) through March 31, 2021, before the July 2021 IPO. The company reported a $1,000 net loss in that inception period versus $388,236 in Q1 2022. Q1 2022 Trust Account securities increased by about $140,879 from December 31, 2021, principally reflecting interest and investment gains; no trust funds were withdrawn.
Outlook, risks, and unusual items
- AltC expected its available working capital and borrowing capacity to cover operations through the earlier of a business combination or July 12, 2023; the deadline could extend to October 12, 2023 if a qualifying agreement was in place by July 12, 2023. Management said additional funds were not expected to be necessary for ordinary pre-combination expenses, but warned that cost overruns, transaction financing needs, or substantial redemptions could require new financing or securities issuance.
- If no business combination is completed by the applicable deadline, AltC must wind up and redeem public shares from the Trust Account, subject to permitted deductions; investors could receive less than $10 per share.
- The filing highlights uncertainty about proposed SEC SPAC rules and possible Investment Company Act regulation, which could raise costs or impede a transaction. It also notes possible COVID-19 effects whose impact was not determinable.
- AltC reported that disclosure controls were effective and that a previously identified material weakness related to complex financial instruments had been remediated by December 31, 2021, while cautioning that the changes may not have their intended effects.
Key facts for investors to verify
- Confirm the filing entity: the source is AltC Acquisition Corp., not Oklo Inc.
- Verify the status and terms of any proposed business combination; this filing does not provide transaction terms and says no target agreement was then in place.
- Review Trust Account balances, redemption terms, and the July/October 2023 completion deadlines.
- Assess the availability and terms of any additional financing, and the potential effect of redemptions on cash delivered to a transaction.
- Review the full risk disclosures, including SPAC regulatory uncertainty and the company’s internal-control remediation.