What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 311 added, 287 removed, 772 unchanged (44% of the section changed)

3 unchanged sentences

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 December 31, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to further enhance our system of evaluating and implementing the accounting standards that apply to our financial statements.

To supplement existing accounting professionals, we have also engaged a third-party consultant with whom we consult regarding complex accounting applications and through whom we obtain access to accounting literature.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Reports Regarding on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Management has adopted the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our 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.

Other Information.

14 unchanged sentences

Altman currently serves as the Chairman of the board of directors of Y Combinator, Helion Energy, Inc.

and Oklo, Inc., and he serves on the board of directors of Expedia Group, Inc., Reddit, Inc., Bridgetown Holdings Ltd.

and Oklo, Inc., and he serves on the board of directors of Expedia Group, Inc., Reddit, Inc.,

Bridgetown Holdings Ltd.

and Bridgetown 2 Holdings Ltd.

1 unchanged sentence

Michael Klein has been the Chairman of our Board of Directors since February 2021 and previously served as Chief Executive Officer and President from February 2021 until the pricing of the Initial Public Offering.

Klein is also Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of M.

Klein is also the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of M.

Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of M.

1 unchanged sentence

Klein and Company, LLC.

Klein is currently a Director of Credit Suisse Group AG and Credit Suisse AG.

On February 9, 2023, Credit Suisse Group AG announced the acquisition of The Klein Group LLC, a subsidiary of M.

Klein and Company, LLC.

In connection with the acquisition, Mr.

Klein was appointed CEO Designate of CS First Boston and Chief Executive Officer of Banking and CEO of the Americas of Credit Suisse Group.

Klein served as a Director of Credit Suisse Group AG and Credit Suisse AG from April 2018 to October 2022.

Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018.

1 unchanged sentence

Klein served as a member of the board of directors of Clarivate Plc from May 2019 until October 2020.

Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019.

Churchill Capital Corp II merged with Skillsoft in June 2021, and Mr.

Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019.

Churchill Capital Corp II merged with Skillsoft Corp.

in June 2021, and Mr.

Klein currently serves on the board of directors of Skillsoft Corp.

15 unchanged sentences

Jay Taragin has served as our Chief Financial Officer since February 2021.

Taragin is also the Chief Financial Officer of Churchill Capital Corp V since May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial

Officer of Churchill Capital Corp VII since May 2020 and Chief Financial Officer of M.

Taragin is also the Chief Financial Officer of Churchill Capital Corp V since May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial Officer of Churchill Capital Corp VII since May 2020 and Chief Financial Officer of M.

Klein and Company which he joined in May 2019.

39 unchanged sentences

In that role, he oversees Emerson’s investments and grants in media and journalism, which include The Atlantic, where he serves as vice chair and a member of its board of directors.

He also serves on the boards of Anonymous Content, the American Journalism Project, and the Committee to Protect Journalists.

He also serves on the boards of the American Journalism Project and the Committee to Protect Journalists.

Prior to joining Emerson, Peter worked as a journalist at The New York Times and The Wall Street Journal.

5 unchanged sentences

He also has served as Non-Executive Chairman of PineBridge Investments, a global asset manager, since December 2014.

Thornton has served on the board of directors of the Ford Motor Company since March 1996, and SparkCognition, a leading industrial artificial intelligence company, since December 2018.

He is a Professor, Director of the Global Leadership Program, and a Member of the Advisory Board of the Tsinghua University School of Economics and Management in Beijing.

Thornton has served on the board of directors of the Ford Motor Company since March 1996, and currently its lead director, Divergent Technologies, a digital production system company, since April 2022, and currently its lead director, and SparkCognition, a leading industrial artificial intelligence company, since December 2018, and currently its lead director.

He is a Professor of the Tsinghua University School of Economics and Management in Beijing and serves as the Director of its Global Leadership Program.

He is also an Advisory Board member of Tsinghua’s School of Economics and Management and its School of Public Policy and Management.

He is also Chairman Emeritus of the Brookings Institution in Washington, D.C.

1 unchanged sentence

Thornton also previously served as Chairman of Goldman Sachs Asia and as Co-Chief Executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa.

Thornton is Co-Chair of the Asia Society, Vice Chairman of the Morehouse College Board of Trustees, and is also a trustee, advisory board member and member of, the China Investment Corporation (CIC), King Abdullah University of Science and Technology,

McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy.

Thornton is Co-Chair of the Asia Society, and is also a trustee, advisory board member and member of, the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy.

Thornton’s extensive experience in finance and business matters, both domestically and internationally, makes him well qualified to serve on our board.

14 unchanged sentences

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing our Sponsor then on our board, or by a majority of the holders of our founder shares.

of our board that includes any directors representing our Sponsor then on our board, or by a majority of the holders of our founder shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

31 unchanged sentences

Each member of the audit committee is financially literate and our board of directors has determined that Ms.

Green qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Green qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

48 unchanged sentences

These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that all filings required to be made under Section 16(a) during the fiscal year ended December 31, 2021 were timely made, except that one Form 3 was filed late by Peter Lattman.

Based solely upon a review of such forms, we believe that during the fiscal year ended December 31, 2022, there were no delinquent filers.

Code of Ethics

15 unchanged sentences

Consequently, we may be precluded from procuring such opportunities.

In addition, investment ideas may be suitable both for us and for the Strategic Partners or any of their clients, and will be directed initially to such persons rather than to us.

In addition, investment ideas may be suitable both for us and for a Strategic Partner or any of its clients, and will be directed initially to such persons rather than to us.

In addition, any of our Strategic Partners or their personnel may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination.

2 unchanged sentences

Klein and the Strategic Partners are actively engaged in Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp VII, special purpose acquisition corporations that completed their initial public offerings in December 2020, February 2021 and February 2021, respectively.

Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp VII, like us, may pursue initial business combination targets in any businesses or industries and have until December 18, 2022, February 17, 2023 and February 17, 2023, respectively, to do so (absent an extension in accordance with their charters).

to do so (absent an extension in accordance with their charters).

Any such companies, including Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp VII, may present additional conflicts of interest in pursuing an acquisition target.

9 unchanged sentences

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Please see “Item 10 .

Directors, Executive Officers and Corporate Governance —Conflicts of Interest ” in Part III of this Annual Report for a description of our management’s other affiliations.

Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our initial stockholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares held by them if we fail to consummate our initial business combination within the completion window.

However, if our initial stockholders or any of our officers, directors or affiliates hold public shares acquired in or after the Initial Public Offering, they are entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the completion window.

Additionally, our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and private placement shares held by them if we fail to consummate our initial business combination within the completion window.

However, if our initial stockholders or any of our officers, directors or affiliates acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the completion window.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement shares held in the trust account will be used to fund the redemption of our public shares.

3 unchanged sentences

Notwithstanding the foregoing, if the closing price of our 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 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up.

With certain limited exceptions, the private placement shares will not be transferable, assignable or

salable by our Sponsor until 30 days after the completion of our initial business combination.

Since our Sponsor owns common stock and all but one of our directors currently has an economic interest in our Sponsor, our Sponsor officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

With certain limited exceptions, the private placement shares will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial business combination.

Since our Sponsor owns common stock and each of our directors currently has a direct or indirect economic interest in our Sponsor, our Sponsor, officers and directors that have an economic interest in our Sponsor may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

6 unchanged sentences

Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor on our business combinations and other transactions.

Any fee in connection with such engagement may be conditioned upon the completion of such transactions.

This financial interest in the completion of such transactions may influence the advice such affiliate provides ” in Part I of this Annual Report.

connection with such engagement may be conditioned upon the completion of such transactions.

This financial interest in the completion of such transactions may influence the advice such affiliate provides”.

The conflicts described above may not be resolved in our favor.

4 unchanged sentences

Accordingly, as a result of multiple business affiliations, our officers and directors have similar legal obligations and duties relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and there will not be any expectancy that any of our directors or officers will offer any such corporate opportunity of which he or she may become aware to us.

he or she may become aware to us.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations that may present a conflict of interest.

4 unchanged sentences

Strategic advice

Founder and Managing Partner

Credit Suisse Group AG

Founder and Managing Member

CS First Boston

Financial services

Credit Suisse AG

Chief Executive Officer Designate

Credit Suisse Group AG

Financial services

Chief Executive Officer of Banking and Chief Executive Officer of Americas

Skillsoft Corp.

Digital learning and talent solutions

Churchill Capital Corp V

Blank check company

Chief Executive Officer, President and

of the Board of Directors

Chief Executive Officer, President and Chairman of the Board of Directors

Churchill Capital Corp VI

Blank check company

Chief Executive Officer, President and

of the Board of Directors

Chief Executive Officer, President and Chairman of the Board of Directors

Churchill Capital Corp VII

Blank check company

Chief Executive Officer, President and

of the Board of Directors

Chief Executive Officer, President and Chairman of the Board of Directors

MultiPlan, Inc.

Healthcare cost management solutions

Skillsoft Corp.

Digital Learning and Talent Solutions

Klein and Company

26 unchanged sentences

Financial services

Chief Financial Officer,

Chief Compliance Officer, Secretary,

Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer

Barrick Gold Corporation

Executive Chairman

Divergent Technologies

Digital Production

Ford Motor Company

19 unchanged sentences

Vice Chair, Director

Anonymous Content

American Journalism Project

Committee to Protect Journalists

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the

opportunity and he or she determines to present the opportunity to us.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

9 unchanged sentences

In addition, our Sponsor or any of its affiliates (including M.

Klein and Company) or any of their respective clients, may make additional investments in the company in connection with the initial business combination, although our Sponsor and its affiliates have no obligation or current intention to do so.

Klein and Company), may make additional investments in the company in connection with the initial business combination, although our Sponsor and its affiliates have no obligation or current intention to do so.

If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete an initial business combination.

10 unchanged sentences

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In connection with the Initial Public Offering, we have undertaken that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Executive Compensation.

3 unchanged sentences

Accordingly, in the event the consummation of our initial business combination takes the maximum 27 months, an affiliate of our Sponsor will be paid a total of $810,000 ($30,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

We may engage M.

Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor in connection with our initial 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.

Our Sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor, an affiliate of our Sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

The shares would be identical to the private placement shares issued to our Sponsor.

The terms of such loans by our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Our Sponsor, executive officers, directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates.

After the completion of our business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined by a compensation committee constituted solely by independent directors.

4 unchanged sentences

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this annual report, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

The following table sets forth information regarding the beneficial ownership of our Class A common stock as of the date of this Annual Report, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock;

● each of our executive officers and directors;

● all our executive officers and directors as a group.

In the table below, percentage ownership is based on 51,450,000 shares of Class A common stock outstanding and 12,500,000 shares of Class B common stock outstanding as of March 31, 2023.

Shares of Class A common stock that may be obtained upon conversion of shares of Class B common stock are deemed to be outstanding for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Percentage of Outstanding

Class A Shares

Name and Address of Beneficial Owner (1)

2 unchanged sentences

Michael Klein (2)(3)

Frances Frei (4)

Allison Green (4)

3 unchanged sentences

PEAK6 Capital Management LLC (7)

Citadel Advisors LLC(8)

Tiger Global Investments, L.P.

7 unchanged sentences

This table includes shares purchased by AltC Sponsor LLC in the private placement.

(4) Sam Altman has an economic interest in shares of our common stock through his ownership of a membership interest in our Sponsor, but does not beneficially own any of our common stock.

(5) According to Schedule 13G, filed on December 15, 2021 by Empyrean Capital Overseas Master Fund, Ltd., Empyrean Capital Partners, LP and Amos Meron (collectively, the “Empyrean Parties”), the business address of such parties is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

(4) Sam Altman, Allison Green, Peter Lattman, Frances Frei and John L.

Thornton, all of whom are directors of the Company, each have an economic interest in shares of our common stock through his or her direct or indirect ownership of a membership interest or affiliated membership in our Sponsor, but do not beneficially own any of our founder shares, private placement shares or Class A common stock.

(5) According to the Schedule 13G/A, filed on February 14, 2023 by Empyrean Capital Overseas Master Fund, Ltd., Empyrean Capital Partners, LP and Amos Meron (collectively, the “Empyrean Parties”), the business address of such parties is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

The Empyrean Parties hold 4,847,126 shares of Class A common stock.

2 unchanged sentences

Amos Meron, a United States citizen who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A common stock directly held by ECOMF.

(6) According to Schedule 13G, filed on January 14, 2022 by Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (“Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and Mr.

Litowitz (“Mr.

a United States citizen who serves as the manager of Supernova Management LLC (collectively, the “Magnetar Parties”), the business address of such parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(6) According to the Schedule 13G/A, filed on January 27, 2023 by Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (“Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and Mr.

Snyderman (“Mr.

Snyderman”), a United States citizen who serves as the manager of Supernova Management LLC (collectively, the “Magnetar Parties”), the business address of such parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

The Magnetar Parties hold 3,420,300 shares of Class A common stock.

The amount consists of (A) 363,055 Shares held for the account of Constellation Fund II;

(B) 1,151,874 Shares held for the account of Constellation Master Fund;

(D) 84,587 Shares held for the account of Master Fund;

(E) 26,777 Shares held for the account of Discovery Master Fund;

(F) 445,567 Shares held for the account of Xing He Master Fund;

(G) 204,631 Shares held for the account of Purpose Fund;

(H) 287,144 Shares held for the account of SC Fund;

(I) 415,863 Shares held for the account of Structured Credit Fund;

(J) 359,755 Shares held for the account of Lake Credit Fund;

and (K) 72,611 Shares held for the account of Purpose Fund - T.

The Shares held by the Magnetar Funds represent approximately 6.86% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts.

The amount consists of (A) 363,055 shares of Class A common stock held for the account of Constellation Fund II;

(B) 1,151,874 shares of Class A common stock held for the account of Constellation Master Fund;

(D) 445,567 shares of Class A common stock held for the account of Xing He Master Fund;

(E) 204,631 shares of Class A common stock held for the account of Purpose Fund;

(F) 287,144 shares of Class A common stock held for the account of SC Fund;

(G) 415,863 shares of Class A common stock held for the account of Structured Credit Fund;

(H) 359,755 shares of Class A common stock held for the account

of Lake Credit Fund;

and (I) 72,611 shares of Class A common stock held for the account of Purpose Fund - T.

The shares of Class A common stock held by the Magnetar Funds represent approximately 6.65% of the total number of shares of Class A common stock outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of Class A common stock of the Issuer).

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares of Class A common stock held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

1 unchanged sentence

The manager of Supernova Management is Mr.

(7) According to Schedule 13G, filed on February 11, 2022 by PEAK6 Capital Management LLC, PEAK6 Group LLC, PEAK6 Investments LLC, PEAK6 LLC, Matthew Hulsizer and Jennifer Just (the “PEAK6 Parties”), the business address of such parties is 141 W.

(7) According to the Schedule 13G, filed on February 10, 2023 by PEAK6 Capital Management LLC, PEAK6 Group LLC, PEAK6 Investments LLC, PEAK6 LLC, Matthew Hulsizer and Jennifer Just (the “PEAK6 Parties”), the business address of such parties is 141 W.

Jackson Blvd, Suite 500, Chicago, IL 60604.

The PEAK6 Parties hold 3,297,000 shares of Class A common stock.

(8) According to Schedule 13G, filed on July 30, 2021 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr.

Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Parties”), the business address of such parties is 131 S.

Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

The Citadel Parties hold 2,735,131 shares of Class A common stock, owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities.

Citadel Advisors is the portfolio manager for CM.

CAH is the sole member of Citadel Advisors.

CGP is the general partner of CAH.

CALC4 is the non-member manager of Citadel Securities.

CSGP is the general partner of CALC4.

Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

(9) According to Schedule 13G, filed on July 22, 2021 by Tiger Global Investments, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P.

(8) According to the Schedule 13G, filed on July 22, 2021 by Tiger Global Investments, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P.

Coleman III and Scott Shleifer (the “Tiger Global Parties”), the business address of such parties, with the exception of Tiger Global Investments, L.P., is c/o Tiger Global Management, LLC, 9 West 57th Street, 35th Floor, New York, NY 10019.

14 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

In March 2021, our Sponsor purchased an aggregate of 43,125,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.0006 per share.

In March 2021, our Sponsor purchased an aggregate of 43,125,000 founder shares for an aggregate purchase price of $25,000.

On March 9, 2021, the Sponsor forfeited 14,375,000 founder shares for no consideration.

the Initial Public Offering, our Sponsor surrendered 16,250,000 shares of Class B common stock for no consideration, resulting in an aggregate of 12,500,000 founder shares outstanding.

Following the Initial Public Offering, our Sponsor surrendered 16,250,000 shares of Class B common stock for no consideration, resulting in an aggregate of 12,500,000 founder shares outstanding.

The founder shares included an aggregate of up to 1,250,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

1 unchanged sentence

The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of the Initial Public Offering (excluding the private placement shares).

Allison Green, Michael Klein, Peter Lattman, and John L.

Thornton, all of whom are directors of the company, each has an economic interest in the founder shares and private placement shares purchased by our Sponsor as a result of his or her membership interest or affiliated membership in our Sponsor.

Each of our directors has an economic interest in the founder shares and private placement shares purchased by our Sponsor as a result of his or her direct or indirect membership interest or affiliated membership in our Sponsor.

Our Sponsor purchased 1,450,000 private placement shares for a purchase price of $10.00 per share in the Private Placement.

2 unchanged sentences

As described in “Item 10 .

Directors, Executive Officers and Corporate Governance —Conflicts of Interest ”, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us.

22 unchanged sentences

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities (in the case of the founder shares, only after conversion to shares of Class A common stock) pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs, (1) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported sale price of 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 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and (2) in the case of the private placement shares, the period ending 30 days after the completion of the Company’s initial business combination.

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and (2) in the case of the private placement shares, the period ending 30 days after the completion of the Company’s initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statement.

12 unchanged sentences

There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is).

However, the following payments will be, or have been, made to our Sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) permitted withdrawals:

However, the following payments may be, or have been, made to our Sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) permitted withdrawals:

● repayment of $600,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

17 unchanged sentences

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from February 1, 2021 (inception) through December 31, 2021 totaled $89,095.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 totaled $86,005 and $135,445, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

1 unchanged sentence

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from February 1, 2021 (inception) through December 31, 2021.

We did not pay Marcum for tax planning and tax advice for the period from February 1, 2021 (inception) through December 31, 2021.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021.

All Other Fees .

We did not pay Marcum for other services for the period from February 1, 2021 (inception) through December 31, 2021.

We did not pay Marcum for other services for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

5 unchanged sentences

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’ Deficit

Statement of Cash Flows

Report of Independent Registered Public Accounting Firm (PCAOB number:

Balance Sheet s

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

1 unchanged sentence

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on July 12, 2021)

1 unchanged sentence

Specimen Class A Common Stock Certificate (incorporated by reference to the Exhibit 4.1 filed with the Company’s registration statement on Form S-1 filed by the registrant on May 7, 2021)

Description of Registrant’s Securities

Description of Registrant’s Securities (incorporated by reference to the Exhibit 4.2 filed with the Company’s annual report on Form 10-K filed by the registrant on March 31, 2022)

Form of Letter Agreements, among the Company and each of its officers and directors and the Sponsor (incorporated by reference to the Exhibit 10.5 filed with the Company’s Current Report on Form 8-K filed on July 12, 2021)

3 unchanged sentences

Form of Indemnity Agreements, among the Company and each of its officers and directors (incorporated by reference to the Exhibit 10.5 filed with the Company’s Current Report on Form 8-K filed on July 12, 2021)

Administrative Services Agreement, dated July 7, 2021, between the Company and an affiliate of the Sponsor

Administrative Services Agreement, dated July 7, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference to the Exhibit 10.6 filed with the Company’s annual report on Form 10-K filed by the registrant on March 31, 2022)

Certification of Principal 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

43 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

Report of Independent Registered Public Accounting Firm (PCAOB number:

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’ Deficit

Statement of Cash Flows

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

3 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheet of AltC Acquisition Corp.

(the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the period from February 1, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 1, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of AltC Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, if the Company does not consummate an initial business combination by July 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

2 unchanged sentences

ALTC ACQUISITION CORP.

BALANCE SHEET

December 31, 2021

BALANCE SHEETS

Current assets

1 unchanged sentence

Total current assets

Prepaid expenses

Prepaid expenses - long term

Marketable securities held in Trust Account

5 unchanged sentences

Total current liabilities

Deferred tax liability

Deferred legal fee

Deferred underwriting fee payable

1 unchanged sentence

Commitments and contingencies

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of December 31, 2021

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of approximately $ 10.09 and $ 10.00 at December 31, 2022 and December 31, 2021, respectively

Stockholders’ deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding

none issued and outstanding at December 31, 2022 and December 31, 2021, respectively

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 December 31, 2021

1,450,000 shares issued and outstanding (excluding 50,000,000 shares subject to possible redemption) at December 31, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

100,000,000 shares authorized;

12,500,000 shares issued and outstanding

12,500,000 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

1 unchanged sentence

( 13,804,143 )

( 13,185,226 )

Total stockholders’ deficit

( 13,802,748 )

( 13,183,831 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

The accompanying notes are an integral part of these financial statements.

ALTC ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 1, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF OPERATIONS

Formation and operational costs

1 unchanged sentence

( 1,809,484 )

Other income:

( 1,179,760 )

Other income (expense):

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Loss before provision for income taxes

Unrealized (loss) gain on marketable securities held in Trust Account

Other income (expense), net

Income (loss) before provision for income taxes

( 1,054,290 )

1 unchanged sentence

( 1,474,356 )

Net income (loss)

( 1,056,706 )

Basic and diluted weighted average shares outstanding, shares subject to redemption

Basic and diluted net loss per share,shares subject to redemption

Basic and diluted net income (loss) per share, shares subject to redemption

Basic and diluted weighted average shares outstanding, shares not subject to redemption

Basic and diluted net loss per share, shares not subject to redemption

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

Basic and diluted net income (loss) per share, shares not subject to redemption

The accompanying notes are an integral part of these financial statements.

ALTC ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM FEBRUARY 1, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FEBRUARY 1, 2021

(INCEPTION) THROUGH DECEMBER 31, 2021

Stockholders’

2 unchanged sentences

Sale of 1,450,000 Private Placement Shares

Accretion for Class A common stock to redemption amount

Re-measurement for Class A common stock to redemption amount

( 14,523,605 )

6 unchanged sentences

( 13,183,831 )

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

Re-measurement for Class A common stock to redemption amount

( 4,544,687 )

Balance – December 31, 2022

( 13,804,143 )

( 13,802,748 )

The accompanying notes are an integral part of these financial statements.

ALTC ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 1, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CASH FLOWS

For the Period

from February 1,

2020 (Inception)

Cash flows from operating activities:

Net income (loss)

( 1,056,706 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 7,277,660 )

Unrealized gain on marketable securities held in Trust Account

Deferred tax provision (benefit)

Offering costs

7 unchanged sentences

Cash flows from investing activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

Cash withdrawn from Trust Account for working capital purposes

Investment of cash into Trust Account

( 500,000,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 500,000,000 )

10 unchanged sentences

Cash — End of period

Supplemental cash flow information:

Cash paid for income taxes

Non-cash investing and financing activities:

1 unchanged sentence

Deferred underwriting fee payable

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

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

The accompanying notes are an integral part of these financial statements.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

8 unchanged sentences

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 underwriter of its 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 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 of $ 14,500,000 , which is described in Note 4.

Transaction costs amounted to $ 26,652,125 , 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.

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”), invested only 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 selected by the Company 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 (“Permitted Withdrawals”).

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.

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:

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.

1 unchanged sentence

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.

There is no assurance that the Company will be able to successfully effect a Business Combination.

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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 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 5).

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does not then become subject to the U.S.

Securities and Exchange Commission’s (the “SEC”) “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination.

If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule.

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 SEC and file tender offer documents with the SEC prior to completing a Business Combination.

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 Accounting Standard 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.

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 purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial Business Combination.

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 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 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.

If the Company is unable to complete a Business Combination by July 12, 2023 (or October 12, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) (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 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 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.

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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.

If the Company is unable to complete a Business Combination by July 12, 2023 (or October 12, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) (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.

2 unchanged sentences

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 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 who 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”).

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 Capital Resources

At December 31, 2021, we had cash of $ 3,337,050 and working capital of $ 3,972,512 .

(after adding back $ 102,784 in franchise tax payable as that liability, 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).

Liquidity, Capital Resources and Going Concern

As of December 31, 2022, we had cash of $ 3,577,359 and working capital of $ 3,815,967 (after adding back $ 1,595,393 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 December 31, 2022 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.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business.

However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination.

There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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.

As of December 31, 2022, we have withdrawn the annual limit of $ 1,000,000 from interest earned from the Trust Account for working capital purposes;

therefore, there are no further withdrawals available for 2022 for working capital purposes.

For the year period from February 1, 2021 (inception) through December 31, 2021, the Company did not withdrawal any funds from the trust for working capital purposes.

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 Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

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 July 12, 2023 (or by October 12, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) 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 July 12, 2023 (or by October 12,

2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023).

The Company intends to complete a Business Combination before the mandatory liquidation date.

Risks and Uncertainties

1 unchanged sentence

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

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 generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and 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.

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.

Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to this excise tax.

Because 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 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.

Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S.

corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced.

At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 unchanged sentences

Accordingly, the actual results could differ significantly from those estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, deferred legal fees of $ 92,441 were reclassified out of accrued expenses and presented as its own line item on the balance sheet for the year ended December 31, 2021.

The reclassification had no effect on the previously reported total assets, total liabilities, stockholders’ deficit, net income or cash flows.

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 December 31, 2021.

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

The Company did no t have any cash equivalents as of December 31, 2022 and 2021.

Marketable Securities Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S.

At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

No amounts were withdrawn during the period of February 1, 2021 (inception) and December 31, 2021.

During the year ended December 31, 2022, the Company withdrew $ 1,000,000 and $ 195,000 of available interest for working capital

purposes and obligations, respectively.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the 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 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 Topic 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 redemption value.

Conditionally redeemable common stock (including common stock that features redemption rights that is 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.

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 contain 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 as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheet.

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 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.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:

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.

At December 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table:

Gross proceeds

1 unchanged sentence

( 26,652,125 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

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 are 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.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Re-Measurement of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2021

Re-Measurement of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2022

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 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 December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 27.3 % and 0.23 % year ended December 31, 2022 and 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2022 and 2021, due to changes in the valuation allowance on the deferred tax assets and penalties and interest in connection with Delaware Franchise Tax.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

1 unchanged sentence

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 December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

payments, accruals or material deviation from its position.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

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 is subject to income tax examinations by major taxing authorities since inception.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

December 31, 2021

Subject to redemption

Not subject to redemption

Basic and diluted net loss per common share

Allocation of net loss, as adjusted

The Company has identified the United States as its only “major” tax jurisdiction and is subject to taxation.

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.

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 are 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.

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (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 common share as the redemption value approximates fair value.

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

For the period from

2021 (Inception)

Year Ended December 31,

Through December 31,

Basic and diluted net income (loss) per common share

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per common share

Basic and diluted net income (loss) per common share

Concentration of Credit Risk

2 unchanged sentences

Fair Value of Financial Instruments

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

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU 2020-06 effective February 1, 2021.

The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

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

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 financial statements.

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).

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

PRIVATE PLACEMENT

15 unchanged sentences

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 will pay an affiliate of the Sponsor a total of $ 30,000 per month for office space, administrative and support services.

For the year ended December 31, 2022, the Company incurred and paid $ 360,000 in fees for these services.

For the period from February 1, 2021 (inception) through December 31, 2021, the Company incurred and paid $ 173,225 in fees for these services.

1 unchanged sentence

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 year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021.

Promissory Note — Related Party

2 unchanged sentences

The outstanding balance under the Promissory Note of $ 500,000 was repaid at the closing of the Initial Public Offering on July 12, 2021.

As of December 31, 2021, there were no borrowings outstanding under the Promissory Note.

Borrowings under the Promissory Note are no longer available.

1 unchanged sentence

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

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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.

3 unchanged sentences

These shares would be identical to the Private Placement Shares.

No Working Capital Loans were outstanding as of December 31, 2021.

No Working Capital Loans were outstanding as of December 31, 2022 and 2021.

COMMITMENTS AND CONTINGENCIES

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 are 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).

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.

3 unchanged sentences

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 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 are entitled to a deferred fee of $ 0.35 per Public Share, or $ 17,500,000 in the aggregate.

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.

As of December 31, 2021, the Company incurred legal fees of $ 92,441 .

These fees are contingent upon the consummation of Business Combination.

STOCKHOLDERS’ EQUITY

As of December 31, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $ 118,715 which is reflected on Company’s balance sheet at the year ended December 31, 2022.

For the year ended December 31, 2022, the Company incurred $ 26,273 of contingent legal fees.

For the period from February 1, 2021 (inception) through December 31, 2021, the Company incurred $ 92,441 of contingent legal fees.

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.

As of December 31, 2021, there were no shares of preferred stock issued or outstanding .

As of December 31, 2022 and 2021, 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 December 31, 2021, 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.

At December 31, 2022 and 2021, 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.

As of December 31, 2021, there were 12,500,000 Founder Shares issued and outstanding .

At December 31, 2022 and 2021, 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.

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

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 sold 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 total number of all shares of common stock outstanding upon 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.

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 — INCOME TAX

The Company’s net deferred tax assets at December 31, 2021 is as follows:

December 31, 2021

Deferred tax assets

The Company’s net deferred tax assets (liabilities) for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 is as follows:

Deferred tax assets (liabilities)

Startup organizational expenses

2 unchanged sentences

Valuation allowance

Deferred tax assets, net of valuation allowance

The income tax provision for the period from February 1, 2021 (inception) through December 31, 2021 consists of the following:

Deferred tax assets (liabilities), net of valuation allowance

The income tax provision for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 consists of the following:

State and Local

1 unchanged sentence

Income tax provision

As of December 31, 2021, the Company did not have any of U.S.

As of December 31, 2022 and 2021, the Company did not have any of U.S.

federal and state net operating loss carryovers available to offset future taxable income.

2 unchanged sentences

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

After consideration of all of the information available, management believes that significant uncertainty exists

with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the period from February 1, 2021 (inception) through December 31, 2021 , the change in the valuation allowance was $ 223,817 .

ALTC ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

For the year ended December 31, 2022, the change in the valuation allowance was $ 338,213 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 at December 31, 2021 is as follows:

Statutory federal income tax rate

4 unchanged sentences

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination.

The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination.

The Company considers New York to be a significant state tax jurisdiction.

9 unchanged sentences

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 December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures