Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40583

ALTC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2292473

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

640 Fifth Avenue, 12th Floor

New York, NY 10019

(Address of principal executive offices)

(212) 380-7500

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Class A common stock, par value $0.0001 per share	ALCC	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2023, there were 51,450,000 shares of Class A common stock, $0.0001 par value, and 12,500,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

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ALTC ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information

Item 1.	Financial Statements

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

Part II. Other Information

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

Part III. Signatures		25

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ALTC ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash	$	840,228	$	3,577,359
Prepaid expenses		42,500		420,828
Total current assets		882,728		3,998,187

Marketable securities held in Trust Account		515,933,705		506,140,080
TOTAL ASSETS	$	516,816,433	$	510,138,267

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	375,437	$	303,257
Income taxes payable		1,233,506		1,180,272
Total current liabilities		1,608,943		1,483,529

Deferred tax liability		—		294,084
Deferred legal fee		92,441		118,715
Deferred underwriting fee payable		17,500,000		17,500,000
Total liabilities		19,201,384		19,396,328

Commitments and contingencies (Note 6)

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of approximately $10.25 and $10.09 as of June 30, 2023 and December 31, 2022, respectively		512,394,895		504,544,687

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 1,450,000 shares issued and outstanding (excluding 50,000,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022		145		145
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		1,250		1,250
Additional paid-in capital		—		—
Accumulated deficit		(14,781,241)		(13,804,143)
Total Stockholders’ Deficit		(14,779,846)		(13,802,748)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	516,816,433		510,138,267

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ALTC ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Formation and operating costs	$	901,500	$	430,744	$	2,058,865	$	959,859
Loss from operations		(901,500)		(430,744)		(2,058,865)		(959,859)

Other income:
Interest earned on marketable securities held in Trust Account		5,862,881		703,370		11,279,715		829,671
Unrealized gain (loss) on marketable securities held in Trust Account		52,854		(126,150)		—		(111,572)
Other income, net		5,915,735		577,220		11,279,715		718,099

Income before provision for income taxes		5,014,235		146,476		9,220,850		(241,760)
Provision for income taxes		(1,231,804)		(92,115)		(2,347,740)		(92,115)
Net income (loss)	$	3,782,431	$	54,361	$	6,873,110	$	(333,875)

Basic and diluted weighted average shares outstanding, shares subject to redemption		50,000,000		50,000,000		50,000,000		50,000,000
Basic and diluted net income (loss) per share, shares subject to redemption	$	0.06	$	0.00	$	0.11	$	(0.01)

Basic and diluted weighted average shares outstanding, shares not subject to redemption		13,950,000		13,950,000		13,950,000		13,950,000
Basic and diluted net income (loss) per share, shares not subject to redemption	$	0.06	$	0.00	$	0.11	$	(0.01)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ALTC ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2023	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,804,143)	$	(13,802,748)

Re-measurement for Class A common stock to redemption amount	—		—	—		—		—		(3,216,277)		(3,216,277)

Net income	—		—	—		—		—		3,090,679		3,090,679

Balance - March 31, 2023	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,929,741)	$	(13,928,346)

Re-measurement for Class A common stock to redemption amount	—		—	—		—		—		(4,633,931)		(4,633,931)

Net income	—		—	—		—		—		3,782,431		3,782,431

Balance – June 30, 2023	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(14,781,241)	$	(14,779,846)

THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,185,226)	$	(13,183,831)

Net loss	—		—	—		—		—		(388,236)		(388,236)

Balance - March 31, 2022	1,450,000		145	12,500,000		1,250		—		(13,573,462)		(13,572,067)

Net income	—		—	—		—		—		54,361		54,361

Balance – June 30, 2022	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,519,101)	$	(13,517,706)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ALTC ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	6,873,110	$	(333,875)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(11,279,715)		(829,671)
Unrealized gain on marketable securities held in Trust Account		—		111,572
Deferred tax provision		(294,084)		—
Changes in operating assets and liabilities:
Prepaid expenses		378,328		424,877
Accrued expenses		45,906		228,138
Income taxes payable		53,234		89,699
Net cash used in operating activities		(4,223,221)		(309,260)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		1,486,090		—
Net cash provided by investing activities		1,486,090		—

Net Change in Cash		(2,737,131)		(309,260)
Cash – Beginning of period		3,577,359		3,337,050
Cash – End of period	$	840,228	$	3,027,790

Supplemental cash flow information:
Cash paid for income taxes	$	2,588,590	$	3,128

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

AltC Acquisition Corp. (the “Company”) was incorporated in Delaware on February 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 1, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2021. On July 12, 2021, the Company consummated the Initial Public Offering of 50,000,000 shares (the “Public Shares”) of Class A common stock, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $500,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,450,000 shares of Class A common stock (each, a “Private Placement Share” and, collectively, the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share in a private placement to AltC Sponsor LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC, generating gross proceeds to the Company of $14,500,000, which is described in Note 4.

Transaction costs amounted to $26,652,125, consisting of $8,580,000 of underwriting discount, net of $1,420,000 reimbursed from the underwriters, $17,500,000 of deferred underwriting discount and $572,125 of other offering costs.

Following the closing of the Initial Public Offering on July 12, 2021, an amount of $500,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”),and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000, and to pay its tax obligations.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals).The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Placement Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

On July 11, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Oklo Inc., a Delaware corporation (“Oklo”).

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

If the Company is unable to complete a Business Combination by October 12, 2023 (or within any extended date that may be approved pursuant to a stockholder vote to amend that date by which we must complete our business combination (an "extension vote")) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of June 30, 2023, we had cash of $840,228 and working capital of $1,812,595 (after adding back $2,538,810 in franchise tax payable and income taxes payable as these liabilities, which is included in accrued expenses in the accompanying balance sheet and income taxes payable which both are allowed to be settled using the Trust Account).

The Company’s liquidity needs up to June 30, 2023 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 5), a loan of $500,000 under an unsecured and noninterest bearing promissory note (the full outstanding balance of which was repaid on July 12, 2021) – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $1,000,000, in addition to available interest to pay any tax liabilities. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. On April 17, 2023, the Company withdrew $1,486,090 from available interest in the Trust Account to pay tax obligations. As of June 30, 2023, we have withdrawn interest earned from the Trust Account of $1,486,090 for tax liabilities. As of June 30, 2023, the Company has $1,000,000 available of the permitted withdrawal related to working capital. Additionally, as of June 30, 2023, the Company has paid taxes of $1,146,274 from the operating account, which is available for reimbursement from interest earned from the amounts held in the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company has until October 12, 2023 (unless extended pursuant to an extension vote), as the Company has entered into the Merger Agreement to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 12, 2023 (or within any extended date that may be approved pursuant to an extension vote). The Company intends to complete a Business Combination before the mandatory liquidation date.

Risks and Uncertainties

We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region. We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Marketable Securities Held in the Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in Money Market Funds invested in U.S. Treasuries and U.S. Treasury Bills, respectively. On June 29, 2023, the U.S. Treasury Bills matured, and the Trust proceeds were invested in Money Market Funds Invested in U.S. Treasuries. During the three and six months ended June 30, 2023, the Company withdrew an amount of $1,486,090 from interest to pay franchise and income tax obligations and still has the full $1,000,000 available for working capital. During the year ended December 31, 2022, the Company withdrew $1,000,000 and $195,000 of available interest for working capital purposes and tax obligations, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	500,000,000
Less:
Class A common stock issuance costs		(26,652,125)
Plus:
Remeasurement of carrying value to redemption value		31,196,812
Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Plus:
Re-Measurement of carrying value to redemption value		7,850,208
Class A common stock subject to possible redemption, June 30, 2023	$	512,394,895

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. Our effective tax rate was 24.57% and 62.89%, 25.46% and (38.10)% for the three and six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets and transaction costs associated with the Business Combination that are classified as permanent differences.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $26,652,125, which were charged to stockholders’ equity upon the completion of the Initial Public Offering.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Net Income (Loss) per Share of Common Stock

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share of common stock as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	Three Months Ended June 30,							Six Months Ended June 30,
	2023				2022			2023				2022
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	2,957,335	$	825,096	$	42,503	11,858	$	5,373,815	$	1,499,295	$	(261,044)	$	(72,831)
Denominator:
Basic and diluted weighted average shares outstanding		50,000,000		13,950,000		50,000,000	13,950,000		50,000,000		13,950,000		50,000,000		13,950,000
Basic and diluted net income (loss) per share of common stock	$	0.06	$	0.06	$	0.00	0.00	$	0.11	$	0.11	$	(0.01)	$	(0.01)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 50,000,000 Public Shares, which includes the full exercise by the underwriters of their option to purchase an additional 5,000,000 shares, at a price of $10.00 per Public Share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,450,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $14,500,000, in a private placement. The proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor purchased 43,125,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). On March 9, 2021, the Sponsor forfeited 14,375,000 Founder Shares for no consideration, resulting in an aggregate of 28,750,000 Founder Shares outstanding. On July 7, 2021, the Sponsor surrendered 16,250,000 Founder Shares for no consideration, resulting in an aggregate of 12,500,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. The Founder Shares included an aggregate of up to 1,250,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up.

Administrative Services Agreement

The Company entered into an agreement, commencing on July 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services. For the three and six months ended June 30, 2023, the Company incurred and paid $90,000 and $180,000 in fees for these services, respectively. For the three and six months ended June 30, 2022, the Company incurred and paid $90,000 and $180,000 in fees for these services, respectively.

Advisory Fee

The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the three and six months ended June 30, 2023 and 2022, respectively.

Promissory Note — Related Party

On March 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $500,000 was repaid at the closing of the Initial Public Offering on July 12, 2021. Borrowings under the Promissory Note are no longer available.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share. These shares would be identical to the Private Placement Shares. No Working Capital Loans were outstanding as of June 30, 2023 and December 31, 2022.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Merger Agreement

On July 11, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization by and among the Company, Merger Sub, and Oklo, as fully disclosed in a Current Report on Form 8-K filed with the SEC on July 11, 2023. Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction by which Merger Sub will merge with and into Oklo, with Oklo being the surviving entity in the merger.

Registration Rights

Pursuant to a registration rights agreement entered into on July 7, 2021, the holders of the Founder Shares, the Private Placement Shares and shares of Class A common stock that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement (see Note 9).

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $0.20 per Public Share, or $10,000,000 in the aggregate, payable upon the closing of the Initial Public Offering (of which the underwriters received $8,580,000, which is net of $1,420,000 reimbursed fees from the underwriters). In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Share, or $17,500,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

Fairness Opinion

On June 6, 2023, the Company engaged a firm to provide a fairness opinion of the proposed Business Combination. A $50,000 retainer payment was due at the time of the engagement letter and is included in accrued expenses on the Company’s condensed balance sheets. Remaining balance is due prior to issuance of the final opinion. The total fee of the fairness opinion will be $420,000. As of June 30, 2023, the final opinion was not delivered.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Due Diligence and M&A Legal Fees

As of June 30, 2023, the Company, contingent upon the consummation of an initial Business Combination will be required to pay due diligence and M&A legal fees in the amount of $4,875,559.

Legal Fees

As of June 30, 2023 and December 31, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $92,441 and $118,715 which are reflected on Company’s balance sheets, respectively. For the three and six months ended June 30, 2023 and 2022, the Company incurred no such fees.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 1,450,000 shares of Class A common stock issued and outstanding, excluding 50,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity.

Class B Common Stock— The Company is authorized to issue 100,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 12,500,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination in consideration for such seller’s interest in the business combination target and any Private Placement Shares issued upon the conversion of Working Capital Loans made to the Company.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		June 30,		December 31,
Description	Level	2023		2022
Assets:
Marketable securities held in Trust Account	1	$	515,933,705	$	506,140,080

NOTE 9. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Merger Agreement

On July 11, 2023, the Company entered into the Merger Agreement by and among the Company, Merger Sub, and Oklo. Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction by which Merger Sub will merge with and into Oklo, with Oklo being the surviving entity in the merger.

The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and Oklo and the satisfaction of certain other conditions as further described in the Merger Agreement.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

The aggregate consideration to be paid to the stockholders of Oklo (including, holders of Simple Agreements for Future Equity between Oklo and the “Investors” party thereto and vested and unvested Oklo options) on the date of the closing (the “Closing Date”) of the transactions contemplated by the Merger Agreement (the “Closing”) will be equal to (a) $850,000,000 plus, (b) an amount equal to the net proceeds raised by Oklo prior to the consummation of the Transactions through the sale (or series of related sales) of its equity securities in a bona fide equity financing transaction (subject to certain limitations), if any, following the execution of the Merger Agreement but prior to the Closing, which consideration will be paid entirely in shares of Class A common stock of the Company in an amount equal to $10.00 per share. During the five-year period following the Closing (the “Earnout Period”), the Company will issue to eligible holders of pre-Closing securities of Oklo up to 15,000,000 additional shares of Class A common stock in the aggregate, in tranches equal to 7,500,000 shares of Class A common stock, 5,000,000 shares of Class A common stock and 2,500,000 shares of Class A common stock, upon the satisfaction of certain price targets set forth in the Merger Agreement, which price targets will be based upon (a) the closing sale price of one share of Class A common stock quoted on the New York Stock Exchange or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 60 consecutive trading day period within the Earnout Period or (b) if, the Company undergoes a change of control, the price per share received by stockholders of the Company in such change of control transaction.

Related Agreements

Amended and Restated Registration Rights Agreement

In connection with the Closing, the Company’s Registration Rights Agreement, dated July 7, 2021, will be amended and restated, and the Company, Sponsor and certain persons and entities receiving Class A common stock in connection with the Merger (the “New Holders” and, together with Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement, attached as Exhibit D to the Merger Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Company will agree to use commercially reasonable efforts to (i) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders may demand in the aggregate up to five underwritten offerings and will be entitled to customary piggyback registration rights.

Amended and Restated Sponsor Agreement

In connection with the execution of the Merger Agreement, the Company amended and restated each of those certain letter agreements, dated July 7, 2021, from each of the persons undersigned thereto (the “Initial Insiders”) and that certain letter agreement, dated November 10, 2021, from Peter Lattman (together with, the Initial Insiders, the “Insiders”) (the “Amended and Restated Sponsor Agreement”), pursuant to which, among other things, each of the Sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of the Company’s securities in favor of the related transactions and other SPAC Stockholder Matters (as defined in the Amended and Restated Sponsor Agreement), (ii) not to redeem any of such Insider’s shares of Class A common stock or the Company’s Class B common stock, par value $0.0001 per share in connection with the stockholder redemption, (iii) to pay any amounts in excess of the expense cap of $25,000,000 (such amount, the “Excess Amount”) in either cash or by forfeiting a number of shares of Class A common stock, at a price of $10.00 per share (provided that any Excess Amount greater than $15,000,000 shall be paid only in cash), (iv) not to transfer (a) 40% of such Insider’s shares for a period of 12 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $12.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, (b) 30% of such Insider’s shares for a period of 24 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $14.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, and (c) 30% of such Insider’s shares for a period of 36 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $16.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, and (v) to be bound to certain other obligations as described therein. The Sponsor has also agreed to use commercially reasonable efforts to enter into an agreement or agreements with one or more third parties to not redeem their shares of Class A common stock in connection with the related transactions, which agreements may, if reasonably necessary, include incentives in the form of Founder Shares (which will convert to Class A common stock at the Closing), in amounts and on such terms as the Sponsor and the Company shall mutually agree.

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ALTC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Also pursuant to the to the Amended and Restated Sponsor Agreement, the Sponsor (or an affiliated co-investor of the Sponsor) has agreed to, subject to the other terms and conditions included therein, immediately prior to Closing, purchase in a private placement up to 5,000,000 shares of Class A common stock at a purchase price of $10.00 per share, equal to an amount up to $50,000,000 (the “Sponsor Commitment”). The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of the Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) the Available Closing SPAC Cash (as defined in the Merger Agreement) before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”); which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment. In addition, if (a) the Sponsor Commitment Purchase Price plus the amount in the trust account at Closing is less than $250,000,000 and (b) the Sponsor funds the Sponsor Commitment Purchase Price, Oklo will be required to waive the Minimum Cash Condition. The Sponsor’s obligation to fund the Sponsor Commitment Purchase Price is conditioned upon (i) the satisfaction (or waiver by the Company) of the conditions set forth in Section 10.01 and Section 10.03 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing), (ii) the substantially concurrent consummation of the Closing, and (iii) if Oklo waives the Minimum Cash Condition, the Available Closing SPAC Cash equaling an amount of at least $125,000,000 (which such amount, for the avoidance of doubt, will include the Sponsor Commitment Purchase Price). Any shares purchased pursuant to the Sponsor Commitment by the Sponsor, an Insider or an affiliated co-investor thereof will be subject to the Sponsor Lockup.

Pursuant to the Amended and Restated Certificate of Incorporation, the Company previously had until July 12, 2023 to complete a Business Combination or windup and liquidate, unless it had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by such date. In connection with execution of the Merger Agreement on July 11, 2023, the Company has until October 12, 2023 pursuant to the terms of its Amended and Restated Certificate of Incorporation to complete the Business Combination, windup, or pursue an extension.

On July 6, 2023, the Company withdrew $2,263,833 from the Trust Account for franchise and income tax obligations and $1,000,000 for working capital needs.

On July 7, 2023, the Company moved all the funds in the Trust Account from investments in money markets invested in treasury securities into a demand deposit account to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AltC Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AltC Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on February 1, 2021 for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 1, 2021 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for our Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had net income of $3,782,431, which consists of interest earned on marketable securities held in the Trust Account of $5,862,881 and an unrealized gain on marketable securities held in our Trust Account of $52,854, offset by operating costs of $901,500 and a provision for income taxes of $1,231,804.

For the six months ended June 30, 2023, we had net income of $6,873,110, which consists of interest earned on marketable securities held in the Trust Account of $11,279,715, offset by operating costs of $2,058,865 and a provision for income taxes of $2,347,740.

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For the three months ended June 30, 2022, we had net income of $54,361, which consists of interest earned on marketable securities held in the Trust Account of $703,370, offset by formation and operating costs of $430,744, an unrealized loss on marketable securities held in our Trust Account of $126,150 and a provision for income taxes of $92,115.

For the six months ended June 30, 2022, we had a net loss of $333,875, which consists of formation and operating costs of $959,859, an unrealized loss on marketable securities held in our Trust Account of $111,572, and a provision for income taxes of $92,115, offset by interest earned on marketable securities held in the Trust Account of $829,671.

Liquidity, Capital Resources and Going Concern

On July 12, 2021, we completed the Initial Public Offering of 50,000,000 Public Shares, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $500,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the sale of 1,450,000 Private Placement Shares at a price of $10.00 per Private Placement Share in a private placement to the Sponsor, generating gross proceeds of $14,500,000.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Shares, a total of $500,000,000 was placed in the Trust Account. We incurred $26,652,125 of transaction costs, consisting of $8,580,000 of underwriting fees, which is net of $1,420,000 reimbursed fees from the underwriters, $17,500,000 of deferred underwriting fees and $572,125 of other offering costs. In addition, $5,285,860 of cash was held outside of the Trust Account and is available for working capital purposes.

For the six months ended June 30, 2023, cash used in operating activities was $4,223,221. The net income of $6,873,110 was affected by interest earned on marketable securities held in the Trust Account $11,279,715 and deferred tax benefit of $294,084. Changes in operating assets and liabilities provided $477,468 of cash for operating activities.

For the six months ended June 30, 2022, cash used in operating activities was $309,260. The net loss of $333,875 was affected by interest earned on marketable securities held in the Trust Account $829,671 and unrealized loss on marketable securities held in our Trust Account of $111,572. Changes in operating assets and liabilities provided $742,714 of cash for operating activities.

As of June 30, 2023, we had marketable securities held in the Trust Account of $515,933,705 (including $15,933,705 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. During the three and six months ended June 30, 2023, the Company withdrew an amount of $1,486,090 on interest earned from the Trust Account for tax liabilities. As of June 30, 2023, the Company has $1,000,000 available of the permitted withdrawal related to working capital. Additionally, as of June 30, 2023, the Company has paid taxes of $1,146,274 from the operating account, which is available for reimbursement from interest earned from the amounts held in the Trust Account.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the trust account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial Business Combination or liquidation. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash of $840,228. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. These shares would be identical to the Private Placement Shares.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares in connection with an extension vote or upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account upon expiration of the completion window. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company has until October 12, 2023 (or any such extended date that may be approved pursuant to an extension vote) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 12, 2023 (or any such extended date that may be approved pursuant to an extension vote).

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

The Company agreed, commencing on July 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services.

The underwriters are entitled to a deferred fee of $0.35 per Public Share, or $17,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 12, 2021, we consummated the Initial Public Offering of 50,000,000 Public Shares. The Public Shares were sold at an offering price of $10.00 per Public Share, generating total gross proceeds of $500,000,000. Citigroup Global Markets Inc. acted as joint bookrunner and representative of the underwriters and each of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint bookrunners of the offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-254263). The SEC declared the registration statements effective on July 7, 2021.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,450,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $14,500,000, in a private placement. The proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds of the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Shares, an aggregate of $500,000,000 was placed in the Trust Account.

We incurred $26,652,125 of transaction costs, consisting of $8,580,000 of underwriting fees, which is net of $1,420,000 reimbursed fees from the underwriters, $17,500,000 of deferred underwriting fees and $572,125 of other offering costs. In addition, $5,285,860 of cash was held outside of the Trust Account and is available for working capital purposes.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.		Description of Exhibit
2.1		Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Merger Sub, Inc. and Oklo Inc. (incorporated by reference to the Exhibit 2.1 filed with the Company’s Current Report on Form 8-K filed on July 11, 2023)
10.1		Amended and Restated Sponsor Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC, Oklo Inc. and the Insiders (incorporated by reference to the Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on July 11, 2023)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALTC ACQUISITION CORP.

Date: August 11, 2023	By:	/s/ Sam Altman
	Name:	Sam Altman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 11, 2023	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sam Altman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of AltC Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

		/s/ Sam Altman
		Sam Altman
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay Taragin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of AltC Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023


		/s/ Jay Taragin
		Jay Taragin
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AltC Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Sam Altman, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

		/s/ Sam Altman
		Sam Altman
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AltC Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jay Taragin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

		/s/ Jay Taragin
		Jay Taragin
		Chief Financial Officer
		(Principal Financial Officer)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 11, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40583
Entity Registrant Name	ALTC ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2292473
Entity Address, Address Line One	640 Fifth Avenue, 12th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	380-7500
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share
Trading Symbol	ALCC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001849056
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Document Information
Entity Common Stock, Shares Outstanding		51,450,000
Class B Common Stock
Document Information
Entity Common Stock, Shares Outstanding		12,500,000

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 840,228	$ 3,577,359
Prepaid expenses	42,500	420,828
Total current assets	882,728	3,998,187
Marketable securities held in Trust Account	515,933,705	506,140,080
TOTAL ASSETS	516,816,433	510,138,267
Current liabilities
Accrued expenses	375,437	303,257
Income taxes payable	1,233,506	1,180,272
Total current liabilities	1,608,943	1,483,529
Deferred tax liability		294,084
Deferred legal fee	92,441	118,715
Deferred underwriting fee payable	17,500,000	17,500,000
Total liabilities	19,201,384	19,396,328
Commitments and contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	0	0
Accumulated deficit	(14,781,241)	(13,804,143)
Total Stockholders' Deficit	(14,779,846)	(13,802,748)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	516,816,433	510,138,267
Class A Common Stock
Stockholders' Deficit
Common stock	145	145
Class A Common Stock Subject to Possible Redemption
Current liabilities
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of approximately $10.25 and $10.09 as of June 30, 2023 and December 31, 2022, respectively	512,394,895	504,544,687
Class B Common Stock
Stockholders' Deficit
Common stock	$ 1,250	$ 1,250

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Class A Common Stock Subject to Possible Redemption
Class A common stock subject to possible redemption, outstanding (in shares)	50,000,000	50,000,000
Class A common stock subject to possible redemption, redemption value (per share)	$ 10.25	$ 10.09
Class A Common Stock Not Subject to Redemption
Common stock, shares issued	1,450,000	1,450,000
Common stock, shares outstanding	1,450,000	1,450,000
Class B Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,500,000	12,500,000
Common stock, shares outstanding	12,500,000	12,500,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and operating costs	$ 901,500	$ 430,744	$ 2,058,865	$ 959,859
Loss from operations	(901,500)	(430,744)	(2,058,865)	(959,859)
Other income:
Interest earned on marketable securities held in Trust Account	5,862,881	703,370	11,279,715	829,671
Unrealized gain (loss) on marketable securities held in Trust Account	52,854	(126,150)		(111,572)
Other income, net	5,915,735	577,220	11,279,715	718,099
Income before provision for income taxes	5,014,235	146,476	9,220,850	(241,760)
Provision for income taxes	(1,231,804)	(92,115)	(2,347,740)	(92,115)
Net income (loss)	$ 3,782,431	$ 54,361	$ 6,873,110	$ (333,875)
Common shares subject to redemption
Other income:
Weighted average number of shares outstanding, basic	50,000,000	50,000,000	50,000,000	50,000,000
Weighted average number of shares outstanding, diluted	50,000,000	50,000,000	50,000,000	50,000,000
Basic net income (loss) per share	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Diluted net income (loss) per share	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Common shares not subject to redemption
Other income:
Weighted average number of shares outstanding, basic	13,950,000	13,950,000	13,950,000	13,950,000
Weighted average number of shares outstanding, diluted	13,950,000	13,950,000	13,950,000	13,950,000
Basic net income (loss) per share	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Diluted net income (loss) per share	$ 0.06	$ 0.00	$ 0.11	$ (0.01)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 145	$ 1,250	$ 0	$ (13,185,226)	$ (13,183,831)
Balance at the beginning (in shares) at Dec. 31, 2021	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				(388,236)	(388,236)
Balance at the end at Mar. 31, 2022	$ 145	$ 1,250		(13,573,462)	(13,572,067)
Balance at the end (in shares) at Mar. 31, 2022	1,450,000	12,500,000
Balance at the beginning at Dec. 31, 2021	$ 145	$ 1,250	0	(13,185,226)	(13,183,831)
Balance at the beginning (in shares) at Dec. 31, 2021	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)					(333,875)
Balance at the end at Jun. 30, 2022	$ 145	$ 1,250		(13,519,101)	(13,517,706)
Balance at the end (in shares) at Jun. 30, 2022	1,450,000	12,500,000
Balance at the beginning at Mar. 31, 2022	$ 145	$ 1,250		(13,573,462)	(13,572,067)
Balance at the beginning (in shares) at Mar. 31, 2022	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				54,361	54,361
Balance at the end at Jun. 30, 2022	$ 145	$ 1,250		(13,519,101)	(13,517,706)
Balance at the end (in shares) at Jun. 30, 2022	1,450,000	12,500,000
Balance at the beginning at Dec. 31, 2022	$ 145	$ 1,250	0	(13,804,143)	(13,802,748)
Balance at the beginning (in shares) at Dec. 31, 2022	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Re-measurement for Class A common stock to redemption amount				(3,216,277)	(3,216,277)
Net income (loss)				3,090,679	3,090,679
Balance at the end at Mar. 31, 2023	$ 145	$ 1,250		(13,929,741)	(13,928,346)
Balance at the end (in shares) at Mar. 31, 2023	1,450,000	12,500,000
Balance at the beginning at Dec. 31, 2022	$ 145	$ 1,250	$ 0	(13,804,143)	(13,802,748)
Balance at the beginning (in shares) at Dec. 31, 2022	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)					6,873,110
Balance at the end at Jun. 30, 2023	$ 145	$ 1,250		(14,781,241)	(14,779,846)
Balance at the end (in shares) at Jun. 30, 2023	1,450,000	12,500,000
Balance at the beginning at Mar. 31, 2023	$ 145	$ 1,250		(13,929,741)	(13,928,346)
Balance at the beginning (in shares) at Mar. 31, 2023	1,450,000	12,500,000
Increase (Decrease) in Stockholders' Equity
Re-measurement for Class A common stock to redemption amount				(4,633,931)	(4,633,931)
Net income (loss)				3,782,431	3,782,431
Balance at the end at Jun. 30, 2023	$ 145	$ 1,250		$ (14,781,241)	$ (14,779,846)
Balance at the end (in shares) at Jun. 30, 2023	1,450,000	12,500,000

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)			$ 6,873,110	$ (333,875)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account			(11,279,715)	(829,671)
Unrealized gain on marketable securities held in Trust Account	$ (52,854)	$ 126,150		111,572
Deferred tax provision			(294,084)
Changes in operating assets and liabilities:
Prepaid expenses			378,328	424,877
Accrued expenses			45,906	228,138
Income taxes payable			53,234	89,699
Net cash used in operating activities			(4,223,221)	(309,260)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	1,486,090		1,486,090		$ 195,000
Net cash provided by investing activities			1,486,090
Net Change in Cash			(2,737,131)	(309,260)
Cash - Beginning of period			3,577,359	3,337,050	3,337,050
Cash - End of period	$ 840,228	$ 3,027,790	840,228	3,027,790	$ 3,577,359
Supplemental cash flow information:
Cash paid for income taxes			$ 2,588,590	$ 3,128

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Liquidity and Going Concern

Risks and Uncertainties

Inflation Reduction Act of 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in the Trust Account

Class A Common Stock Subject to Possible Redemption

At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	500,000,000
Less:
Class A common stock issuance costs		(26,652,125)
Plus:
Remeasurement of carrying value to redemption value		31,196,812
Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Plus:
Re-Measurement of carrying value to redemption value		7,850,208
Class A common stock subject to possible redemption, June 30, 2023	$	512,394,895

Income Taxes

Offering Costs

Net Income (Loss) per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	Three Months Ended June 30,							Six Months Ended June 30,
	2023				2022			2023				2022
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	2,957,335	$	825,096	$	42,503	11,858	$	5,373,815	$	1,499,295	$	(261,044)	$	(72,831)
Denominator:
Basic and diluted weighted average shares outstanding		50,000,000		13,950,000		50,000,000	13,950,000		50,000,000		13,950,000		50,000,000		13,950,000
Basic and diluted net income (loss) per share of common stock	$	0.06	$	0.06	$	0.00	0.00	$	0.11	$	0.11	$	(0.01)	$	(0.01)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

PUBLIC OFFERING

6 Months Ended

Jun. 30, 2023

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2023

PRIVATE PLACEMENT.

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Advisory Fee

Promissory Note — Related Party

Related Party Loans

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Merger Agreement

Registration Rights

Underwriting Agreement

Fairness Opinion

Due Diligence and M&A Legal Fees

As of June 30, 2023, the Company, contingent upon the consummation of an initial Business Combination will be required to pay due diligence and M&A legal fees in the amount of $4,875,559.

Legal Fees

STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2023

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		June 30,		December 31,
Description	Level	2023		2022
Assets:
Marketable securities held in Trust Account	1	$	515,933,705	$	506,140,080

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Merger Agreement

Related Agreements

Amended and Restated Registration Rights Agreement

Amended and Restated Sponsor Agreement

On July 6, 2023, the Company withdrew $2,263,833 from the Trust Account for franchise and income tax obligations and $1,000,000 for working capital needs.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in the Trust Account

Class A Common Stock Subject to Possible Redemption

At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	500,000,000
Less:
Class A common stock issuance costs		(26,652,125)
Plus:
Remeasurement of carrying value to redemption value		31,196,812
Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Plus:
Re-Measurement of carrying value to redemption value		7,850,208
Class A common stock subject to possible redemption, June 30, 2023	$	512,394,895

Income Taxes

Offering Costs

Net Income (Loss) per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	Three Months Ended June 30,							Six Months Ended June 30,
	2023				2022			2023				2022
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	2,957,335	$	825,096	$	42,503	11,858	$	5,373,815	$	1,499,295	$	(261,044)	$	(72,831)
Denominator:
Basic and diluted weighted average shares outstanding		50,000,000		13,950,000		50,000,000	13,950,000		50,000,000		13,950,000		50,000,000		13,950,000
Basic and diluted net income (loss) per share of common stock	$	0.06	$	0.06	$	0.00	0.00	$	0.11	$	0.11	$	(0.01)	$	(0.01)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of Class A common stock reflected in the condensed balance sheets


Gross proceeds	$	500,000,000
Less:
Class A common stock issuance costs		(26,652,125)
Plus:
Remeasurement of carrying value to redemption value		31,196,812
Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Plus:
Re-Measurement of carrying value to redemption value		7,850,208
Class A common stock subject to possible redemption, June 30, 2023	$	512,394,895

Schedule of calculation of basic and diluted net income (loss) per share of common stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	Three Months Ended June 30,							Six Months Ended June 30,
	2023				2022			2023				2022
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	2,957,335	$	825,096	$	42,503	11,858	$	5,373,815	$	1,499,295	$	(261,044)	$	(72,831)
Denominator:
Basic and diluted weighted average shares outstanding		50,000,000		13,950,000		50,000,000	13,950,000		50,000,000		13,950,000		50,000,000		13,950,000
Basic and diluted net income (loss) per share of common stock	$	0.06	$	0.06	$	0.00	0.00	$	0.11	$	0.11	$	(0.01)	$	(0.01)

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS

Schedule of measured at fair value on a recurring basis


		June 30,		December 31,
Description	Level	2023		2022
Assets:
Marketable securities held in Trust Account	1	$	515,933,705	$	506,140,080

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)			3 Months Ended	6 Months Ended	12 Months Ended
	Apr. 17, 2023 USD ($)	Jul. 12, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) item	Dec. 31, 2022 USD ($)
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Condition for future business combination number of businesses minimum \| item				1
Transaction costs			$ 26,652,125	$ 26,652,125
Underwriting discount fees			8,580,000	8,580,000
Deferred underwriting fee payable			17,500,000	17,500,000	$ 17,500,000
Other offering costs			572,125	572,125
Reimbursed fees			1,420,000	$ 1,420,000
Investments maximum maturity term				185 days
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold percentage ownership				50
Condition for future business combination threshold net tangible assets			5,000,001	$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Redemption period upon closure				10 days
Maximum allowed dissolution expenses				$ 100,000
Cash			840,228	840,228	3,577,359
Working capital				1,812,595
Franchise tax payable			2,538,810	2,538,810
Aggregate purchase price				25,000
Maximum borrowing capacity of related party promissory note			500,000	500,000
Maximum annual limit for permitted withdrawals to fund working capital and tax liabilities				1,000,000
Available permitted withdrawal amount related to working capital			1,000,000	1,000,000
Taxes paid out of operating account, reimbursed from interest income			1,146,274	1,146,274
Cash withdrawn from available interest in the Trust Account to pay taxes	$ 1,486,090		$ 1,486,090	$ 1,486,090	$ 195,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of units, net of underwriting discounts (in shares) \| shares		50,000,000
Purchase price, per unit \| $ / shares		$ 10.00
Proceeds from issuance initial public offering		$ 500,000,000
Investment of cash into trust account		500,000,000
Fund working capital requirements in trust account		$ 1,000,000
Private Placement
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement shares \| shares		1,450,000
Price of warrant \| $ / shares		$ 10.00
Proceeds from sale of private placement shares		$ 14,500,000
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement shares \| shares		1,450,000
Price of warrant \| $ / shares		$ 10.00
Proceeds from sale of private placement shares		$ 14,500,000
Over-allotment option
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of units, net of underwriting discounts (in shares) \| shares		5,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 17, 2023	Jul. 12, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents			$ 0		$ 0		$ 0
Cash withdrawn from Trust Account to pay franchise and income taxes	$ 1,486,090		1,486,090		1,486,090		195,000
Cash withdrawn from trust account for working capital purposes			$ 1,000,000		$ 1,000,000		1,000,000
Effective income tax rate reconciliation, percent			24.57%	25.46%	62.89%	(38.10%)
Statutory federal income tax rate (in percent)			21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits			$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties			$ 0		$ 0		$ 0
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		$ 26,652,125

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock reflected in the condensed balance sheets (Details) - Class A Common Stock Subject to Possible Redemption - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 500,000,000
Class A common stock issuance costs		(26,652,125)
Remeasurement of carrying value to redemption value	$ 7,850,208	31,196,812
Class A common stock subject to possible redemption	$ 512,394,895	$ 504,544,687

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)	$ 2,957,335	$ 42,503	$ 5,373,815	$ (261,044)
Basic weighted average shares outstanding	50,000,000	50,000,000	50,000,000	50,000,000
Diluted weighted average shares outstanding	50,000,000	50,000,000	50,000,000	50,000,000
Basic net income (loss) per share of common stock	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Class B
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)	$ 825,096	$ 11,858	$ 1,499,295	$ (72,831)
Basic weighted average shares outstanding	13,950,000	13,950,000	13,950,000	13,950,000
Diluted weighted average shares outstanding	13,950,000	13,950,000	13,950,000	13,950,000
Basic net income (loss) per share of common stock	$ 0.06	$ 0.00	$ 0.11	$ (0.01)
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.00	$ 0.11	$ (0.01)

PUBLIC OFFERING (Details) - Initial Public Offering	Jul. 12, 2021 $ / shares shares
PUBLIC OFFERING
Number of units sold	50,000,000
Additional shares issued to underwriters for exercise of option	5,000,000
Purchase price, per unit \| $ / shares	$ 10.00

PRIVATE PLACEMENT (Details) - Private Placement	Jul. 12, 2021 USD ($) $ / shares shares
PRIVATE PLACEMENT
Number of warrants to purchase shares issued \| shares	1,450,000
Price of warrants \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 14,500,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	1 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2023	Jul. 07, 2021	Mar. 09, 2021
RELATED PARTY TRANSACTIONS
Aggregate purchase price		$ 25,000
Over-allotment option \| Sponsor
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture			1,250,000
Shares no longer subject to forfeiture			0
Founder Shares \| Sponsor \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Number of shares issued	43,125,000
Aggregate purchase price	$ 25,000
Shares subject to forfeiture				14,375,000
Aggregate number of shares owned			12,500,000	28,750,000
Number of shares surrender			16,250,000
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Jul. 12, 2021	Jul. 08, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Mar. 04, 2021
RELATED PARTY TRANSACTIONS
Expenses incurred and paid			$ 901,500	$ 430,744	$ 2,058,865	$ 959,859
Maximum borrowing capacity of related party promissory note			500,000		500,000
Promissory Note With Related Party [Member]
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note								$ 600,000
Repayment of promissory note - related party	$ 500,000
Administrative support agreement
RELATED PARTY TRANSACTIONS
Expenses per month		$ 30,000
Administrative service agreement \| Related Party
RELATED PARTY TRANSACTIONS
Expenses incurred and paid			90,000	$ 90,000	180,000	$ 180,000
Related party loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant			$ 1,500,000		$ 1,500,000
Price of warrant			$ 10.00		$ 10.00
Outstanding balance of loan			$ 0		$ 0		$ 0

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended		6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 09, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jul. 07, 2021 item
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item							3
Cash underwriting discount per share \| $ / shares				$ 0.20
Aggregate cash underwriting discount				$ 10,000,000
Underwriters cash received				8,580,000
Reimbursed fees from underwriters				$ 1,420,000
Deferred fee per share \| $ / shares		$ 0.35		$ 0.35
Aggregate deferred underwriting fee payable				$ 17,500,000
Due diligence fee		$ 4,875,559		4,875,559
Legal fees incurred		0	$ 0	0	$ 0
Deferred legal fees		$ 92,441		$ 92,441		$ 118,715
Accrued expense
COMMITMENTS AND CONTINGENCIES
Retainer payment due	$ 50,000
Total fee of the fairness opinion	$ 420,000

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	6 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares
Class A Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1	1
Class A Common Stock Subject to Possible Redemption
STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, outstanding (in shares)	50,000,000	50,000,000
Class A Common Stock Not Subject to Redemption
STOCKHOLDERS' DEFICIT
Common stock, shares issued	1,450,000	1,450,000
Common stock, shares outstanding	1,450,000	1,450,000
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued	12,500,000	12,500,000
Common stock, shares outstanding	12,500,000	12,500,000
Ratio to be applied to the stock in the conversion	1
Aggregated shares issued upon converted basis (in percent)	20.00%

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Marketable securities held in Trust Account	$ 515,933,705	$ 506,140,080
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	$ 515,933,705	$ 506,140,080

SUBSEQUENT EVENTS (Details)				3 Months Ended	6 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details)	Jul. 11, 2023 USD ($) Offering $ / shares shares	Jul. 06, 2023 USD ($)	Apr. 17, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
SUBSEQUENT EVENTS
Cash withdrawn from Trust Account to pay franchise and income taxes			$ 1,486,090	$ 1,486,090	$ 1,486,090	$ 195,000
Cash withdrawn from trust account for working capital purposes				$ 1,000,000	$ 1,000,000	$ 1,000,000
Class A Common Stock
SUBSEQUENT EVENTS
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Common stock				$ 145	$ 145	$ 145
Subsequent events
SUBSEQUENT EVENTS
Cash withdrawn from Trust Account to pay franchise and income taxes		$ 2,263,833
Cash withdrawn from trust account for working capital purposes		$ 1,000,000
Subsequent events \| Class A Common Stock \| Private Placement
SUBSEQUENT EVENTS
Share issued \| $ / shares	$ 10.00
Common stock, shares issued \| shares	5,000,000
Common stock	$ 50,000,000
Subsequent events \| Merger Agreement
SUBSEQUENT EVENTS
Common stock	250,000,000
Subsequent events \| Merger Agreement \| Oklo
SUBSEQUENT EVENTS
Aggregate consideration	$ 850,000,000
Share price \| $ / shares	$ 10.00
Earnout period	5 years
Threshold number of days set for earnout consideration to determine the price target	20 days
Threshold number of consecutive days set for earnout consideration to determine the price target	60 days
Common stock	$ 125,000,000
Subsequent events \| Merger Agreement \| Oklo \| Class A Common Stock
SUBSEQUENT EVENTS
Earnout consideration \| shares	15,000,000
Earnout consideration, tranche one \| shares	7,500,000
Earnout consideration, tranche two \| shares	5,000,000
Earnout consideration, tranche three \| shares	2,500,000
Subsequent events \| Amended and Restated Registration Rights Agreement \| Oklo
SUBSEQUENT EVENTS
Number of business days for registering the resale of certain securities	30 days
Number of underwritten offerings can reg right holders can demand \| Offering	5
Subsequent events \| Amended and Restated Sponsor Agreement \| Class A Common Stock
SUBSEQUENT EVENTS
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Expense cap for stockholders redemption	$ 25,000,000
Threshold limit above which only to be paid in cash	$ 15,000,000
Restriction on transfer of insider shares, percentage for 12 months	40.00%
Threshold price for restriction on transfer of insider shares for 12 months \| $ / shares	$ 12.00
Threshold days for determining the closing price of share to transfer the insider shares for 12 months from the closing date	20 days
Threshold consecutive days for determining the closing price of share to transfer the insider shares for 12 months from the closing date	60 days
Restriction on transfer of insider shares, percentage for 24 months	30.00%
Threshold price for restriction on transfer of insider shares for 24 months \| $ / shares	$ 14.00
Threshold days for determining the closing price of share to transfer the insider shares for 24 months from the closing date	20 days
Threshold consecutive days for determining the closing price of share to transfer the insider shares for 24 months from the closing date	60 days
Restriction on transfer of insider shares, percentage for 36 months	30.00%
Threshold price for restriction on transfer of insider shares for 36 months \| $ / shares	$ 16.00
Threshold days for determining the closing price of share to transfer the insider shares for 36 months from the closing date	20 days
Threshold consecutive days for determining the closing price of share to transfer the insider shares for 36 months from the closing date	60 days
Subsequent events \| Amended and Restated Sponsor Agreement \| Oklo \| Class A Common Stock
SUBSEQUENT EVENTS
Share price \| $ / shares	$ 10.00
Subsequent events \| Maximum \| Merger Agreement
SUBSEQUENT EVENTS
Common stock	$ 250,000,000

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