Business context and reporting period
This is AltC Acquisition Corp.’s unaudited Form 10-Q for the quarter ended March 31, 2024—not an operating-company quarterly report from Oklo Inc. AltC was a special purpose acquisition company (SPAC) pursuing a merger with Oklo. The reported financials cover AltC and its subsidiary; they do not provide Oklo’s standalone quarterly financial results.
After quarter-end, AltC stockholders approved the Oklo business combination on May 7, 2024. The filing was signed May 8, 2024.
Financial results and position
| Metric | Q1 2024 / March 31, 2024 | Prior comparable period / December 31, 2023 |
|---|---|---|
| Operating revenue | None; AltC had not commenced operations | None |
| Net income | $1.53 million | $3.09 million in Q1 2023 |
| Trust-account interest income | $3.95 million | $5.42 million in Q1 2023 |
| Formation and operating costs | $1.02 million | $1.16 million in Q1 2023 |
| Operating cash flow | $(1.21) million | $(0.68) million in Q1 2023 |
| Cash outside trust | $0.42 million | $1.63 million |
| Trust-account assets | $307.51 million | $303.56 million |
| Total liabilities | $11.65 million | $10.58 million |
| Working capital | $(3.86) million | Not clearly stated for the comparable date |
| Stockholders’ deficit | $(8.35) million | $(8.38) million |
Net income fell about 51% year over year, mainly reflecting lower trust-account interest; it is not operating profit. The filing reports no debt or working-capital loans outstanding. Redeemable Class A shares are presented as temporary equity, not as liabilities.
Material changes and transaction terms
- Trust-account assets increased by about $3.95 million during the quarter, while cash outside the trust declined by about $1.21 million.
- AltC’s merger agreement provides for $850 million of consideration to Oklo securityholders, plus qualifying pre-closing equity-financing proceeds, paid in AltC Class A shares valued at $10 per share. The agreement also provides for up to 15 million additional shares tied to post-closing share-price targets over five years.
- A Sponsor or affiliate commitment provides for up to $50 million of share purchases at $10 per share, subject to the agreement’s conditions and available closing cash. The amount, if any, to be funded depends on transaction circumstances.
- Following the May 7 vote, holders redeemed 710 shares for approximately $7,458. The filing does not establish the transaction’s final closing cash or final post-redemption capitalization.
Outlook, risks, contingencies, and unusual items
- AltC had until July 12, 2024, or an earlier date set by its board, to complete a business combination. Management said failure to complete the transaction or obtain an extension could require liquidation; the filing states this raises substantial doubt about AltC’s ability to continue as a going concern. AltC’s $307.51 million trust balance is subject to redemption and is not equivalent to unrestricted operating cash.
- A 1% excise-tax liability of $2.16 million was recorded in connection with 2023 redemptions. The balance sheet also includes a $7 million deferred underwriting fee payable; certain underwriters waived approximately $10.5 million of fees.
- AltC disclosed $9.74 million of contingent due-diligence and M&A legal fees payable upon completion of a business combination, plus an advisor fee of $875,000 at closing and a discretionary incentive fee of up to $3 million. Up to $500,000 of advisor expenses may be payable regardless of transaction outcome.
- A putative stockholder’s September 2023 demand letter alleged disclosure deficiencies in the merger registration statement. AltC said any loss exposure could not be reasonably estimated. No other legal proceedings were reported in the filing.
- Management cited possible effects from inflation, interest rates, financial-market instability, geopolitical events, and other uncertainties on its ability to complete the transaction. Disclosure controls were assessed as effective, with no material quarterly change in internal control reported.
Most important facts for investors to verify
- Whether the Oklo transaction closed, and its final terms, timing, and post-closing capitalization; this quarter-end filing reports the vote approval but not a completed closing.
- Final trust cash available at closing after redemptions, taxes, fees, and other transaction expenses, and whether the Sponsor commitment was funded.
- Oklo’s standalone financial condition, cash runway, operating results, and financing needs, which are not shown in this AltC 10-Q.
- Whether contingent transaction costs, the demand-letter matter, or other obligations changed after March 31, 2024.
- The July 12, 2024 completion deadline and liquidation implications described in the filing, in light of subsequent transaction developments.