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Item 1. Business

2024-03-29 compared with 2023-03-31 · 88 added, 82 removed, 297 unchanged (36% of the section changed)

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We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.

We have reviewed a number of opportunities to enter into a business combination.

On July 11, 2023, the Company entered into the Merger Agreement (as defined below) by and among AltC, AltC Merger Sub and Oklo (each as defined below).

Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Oklo, with Oklo being the surviving entity in the merger.

Please see “— 2023 Developments ” for additional information.

We have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

We intend to effectuate our Business Combination using cash derived from the proceeds of our initial public offering (the “Initial Public Offering”) and the sale of our private placement shares, debt or a combination of cash, shares and debt.

Our team is led by our co-founders Sam Altman and Michael Klein.

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and Oklo, Inc., two companies focused on clean energy solutions.

He currently serves on the Board of Directors of Expedia Group and Reddit, Inc., and currently serves as Chairman of Helion and Oklo.

He currently serves as Chairman of Helion and Oklo.

Our other co-founder, Michael Klein, is also the founder and managing partner of M.

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In his role as Co- CEO, he was responsible for all relationship, advisory, underwriting, and capital markets issuance activity.

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.

We were incorporated as Churchill Capital Corp VIII on February 1, 2021 and changed our name to AltC Acquisition Corp.

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

Immediately 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.

Immediately following our initial public offering (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.

Up to an additional 1,250,000 shares of Class B common stock were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional shares was exercised.

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If the company does not complete a business combination within the combination window, the proceeds from the sale of the private placement shares will be used to fund the redemption of the public shares (subject to the requirements of applicable law).

2023 Developments

On July 11, 2023, AltC entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among AltC, AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo Inc., a Delaware corporation (“Oklo”), which, among other things, provides for the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”).

Following the consummation of the business combination, AltC will change its name to Oklo Inc.

Merger Agreement

On July 11, 2023, the company entered into the Merger Agreement, as fully disclosed in a Current Report on Form 8-K filed with the SEC on July 11, 2023.

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

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

The aggregate consideration to be paid to the stockholders of Oklo (including, holders of Simple Agreements for Future Equity (as defined in the Merger Agreement) between Oklo and the “Investors” party thereto and vested and unvested Oklo options) on the date of the closing (the “Closing Date”) of the transactions contemplated by the Merger Agreement (the “Closing”) will be equal to (a) $850,000,000 plus, (b) an amount equal to the net proceeds raised by Oklo prior to the consummation of the Transactions through the sale (or series of related sales) of its equity securities in a bona fide equity financing transaction (subject to certain limitations), if any, following the execution of the Merger Agreement but prior to the Closing, which consideration will be paid entirely in shares of Class A common stock of the company in an amount equal to $10.00 per share.

During the five-year period following the Closing (the “Earnout Period”), the company will issue to eligible holders of pre-Closing securities of Oklo up to 15,000,000 additional shares of Class A common stock in the aggregate, in tranches equal to 7,500,000 shares of Class A common stock, 5,000,000 shares of Class A common stock and 2,500,000 shares of Class A common stock, upon the satisfaction of certain price targets set forth in the Merger Agreement, which price targets will be based upon (a) the closing sale price of one share of Class A common stock as quoted on the New York Stock Exchange or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 60 consecutive trading day period within the Earnout Period or (b) if the company undergoes a change of control, the price per share received by stockholders of the company in such change of control transaction.

Extension of our Completion Window

Pursuant to the Amended and Restated Certificate of Incorporation, the company previously had until July 12, 2023 to complete a business combination or windup and liquidate, unless it had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by such date.

In connection with execution of the Merger Agreement on July 11, 2023, the company had until October 12, 2023 pursuant to the terms of its Amended and Restated Certificate of Incorporation to complete the business combination, windup, or pursue an extension.

On October 5, 2023, the stockholders of the company approved a proposal to adopt an amendment to the company’s amended and restated certificate of incorporation to extend the date by which the company has to consummate a business combination from October 12, 2023 to July 12, 2024 (or such earlier date as determined by the company’s board of directors).

Related Agreements

Amended and Restated Registration Rights Agreement

In connection with the Closing, the company’s Registration Rights Agreement, dated July 7, 2021, will be amended and restated, and the company, Sponsor and certain persons and entities receiving Class A common stock in connection with the Merger (the “New Holders” and, together with Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement, attached as Exhibit D to the Merger Agreement (the “A&R Registration Rights Agreement”).

Pursuant to the A&R Registration Rights Agreement, the company will agree to use commercially reasonable efforts to (i) file with the SEC (at the company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof.

In certain circumstances, the Reg Rights Holders may demand in the aggregate up to five underwritten offerings and will be entitled to customary piggyback registration rights.

Amended and Restated Sponsor Agreement

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

The Sponsor has also agreed to use commercially reasonable efforts to enter into an agreement or agreements with one or more third parties to not redeem their shares of Class A common stock in connection with the related transactions, which agreements may, if reasonably necessary, include incentives in the form of Founder Shares (which will convert to Class A common stock at the Closing), in amounts and on such terms as the Sponsor and the company shall mutually agree.

Also pursuant to the Amended and Restated Sponsor Agreement, the Sponsor (or an affiliated co-investor of the Sponsor) has agreed to, subject to the other terms and conditions included therein, immediately prior to Closing, purchase in a private placement up to 5,000,000 shares of Class A common stock at a purchase price of $10.00 per share, equal to an amount up to $50,000,000 (the “Sponsor Commitment”).

The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of the Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) the Available Closing SPAC Cash (as defined in the Merger Agreement) before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”);

which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.

In addition, so long as Available Closing SPAC Cash, prior to the funding of any Sponsor Commitment is equal to at least $200,000,000 or more, Oklo must request that the Sponsor Commitment be funded and if the Sponsor pays the Sponsor Commitment Purchase Price, then Oklo must stipulate that the Minimum Cash Condition (as defined in the Merger Agreement) is deemed satisfied.

If Available Closing SPAC Cash, prior to the funding of any Sponsor Commitment is less than $200,000,000, Oklo is not required to request the Sponsor Commitment, but if Oklo does request it, the Minimum Cash Condition will be deemed waived.

The Sponsor’s obligation to fund the Sponsor Commitment Purchase Price is conditioned upon (i) the satisfaction (or waiver by the company) of the conditions set forth in Section 10.01 and Section 10.03 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing), (ii) the substantially concurrent consummation of the Closing, and (iii) if Oklo waives the Minimum Cash Condition, the Available Closing SPAC Cash equaling an amount of at least $125,000,000 (which such amount, for the avoidance of doubt, will include the Sponsor Commitment Purchase Price).

Any shares purchased pursuant to the Sponsor Commitment by the Sponsor, an Insider or an affiliated co-investor thereof will be subject to the Sponsor Lockup (as defined in the Merger Agreement).

Pursuant to the Amended and Restated Certificate of Incorporation, the company previously had until July 12, 2023 to complete a Business Combination or windup and liquidate, unless it had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by such date.

In connection with execution of the Merger Agreement on July 11, 2023, the company had until October 12, 2023 pursuant to the terms of its Amended and Restated Certificate of Incorporation to complete the Business Combination, windup, or pursue an extension.

On October 5, 2023, the stockholders of the company approved a proposal to adopt an amendment to the company’s amended and restated certificate of incorporation to extend the date by which the company has to consummate a Business Combination from October 12, 2023 to July 12, 2024 (or such earlier date as determined by the company’s board of directors) (the “Charter Amendment”).

Initial Business Combination

The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if applicable, and excluding the amount of any deferred underwriting discount).

We refer to this as the 80% of net assets test.

If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria.

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.

We may structure our initial business combination so that the post-transaction company in which holders (our “public stockholders”) of our public shares, including our Sponsor, officers and directors to the extent our Sponsor, officers or directors own public shares, provided that each of their status as a “public stockholder” shall only exist with respect to their public shares, will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

It is a requirement under our amended and restated certificate of incorporation that any initial business combination must occur with one or more operating businesses that together have a fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed as permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial business combination.

As of July 11, 2023, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $510.0 million (excluding up to $17.5 million of deferred underwriting fees) and 80% thereof represents approximately $408.0 million.

In reaching its conclusion on the 80% asset test, our board used as a fair market value the $850.0 million equity value for Oklo, which was implied based on the terms of the business combination agreed to by the parties in negotiating the Merger Agreement.

Our amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require).

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

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Financial Position

With funds available for a business combination in the amount of $488,640,080 assuming no redemptions and after payment of $17,500,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Furthermore, based on redemptions in other recent SPAC initial business combinations, we may experience high levels of redemptions in connection with any initial business combination.

As of December 31, 2023, we would have had $296,560,538 of funds available for our business combination, assuming no further redemptions and after payment of $7,000,000 of deferred underwriting fees.

Based on redemptions in other recent SPAC initial business combinations, we may yet experience high levels of redemptions in connection with any extension vote or our initial business combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry or geographical area in which we operate after our initial business combination;

● cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.

Although we closely scrutinized the management of the prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is highly unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

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The amount in the trust account as of the closing of the Initial Public Offering was $10.00 per public share.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The per share amount we will distribute

to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.

Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or extension.

Our Sponsor, officers and directors have each entered into a letter agreement with us, pursuant to which they 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 completion of our initial business combination (the “letter agreement”).

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These quorum and voting thresholds and agreements, may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or extension.

In addition, our Sponsor, officers and directors have each entered into a letter agreement with us, pursuant to which they 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 completion of a business combination.

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Limitation on redemption upon completion of our initial business combination if we seek stockholder approval

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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without our prior consent, which we refer to as the “Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without our prior consent, which we refer to as the “Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our Sponsor or affiliates at a premium to the then-current market price or on other undesirable terms.

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Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share

delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

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In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the period which ends 24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Initial Public Offering (the “completion window”).

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window (as defined below).

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated certificate of incorporation provides that we have until July 12, 2023, the date that is 24 months from the closing of the Initial Public Offering (or until October 12, 2023 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by July 12, 2023) to complete our initial business combination.

If we are unable to complete our initial business combination within such period, we will:

Our amended and restated certificate of incorporation provides that we have until July 12, 2024 to complete our initial business combination (the period from the closing of the Initial Public Offering until July 12, 2024, the “completion window”).

If we are unable to complete our initial business combination within such period (or any such extended date that may be approved pursuant to an extension vote), we will:

(1) cease all operations except for the purpose of winding up;

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However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes or make other permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the Initial Public Offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any permitted withdrawals or expenses for the dissolution of the trust, the per share redemption amount received by stockholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors

which would have higher priority than the claims of our public stockholders.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per share redemption amount received by stockholders will not be substantially less than $10.00.

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Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2022, we had

access to approximately $506.1 million in the trust account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

As of December 31, 2023, we had access to approximately $303.6 million in the trust account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

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Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

Furthermore, our board may be viewed as

having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

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These provisions (other than amendments relating to the election and removal of directors, which require the approval of a majority of the Class B common stock then outstanding) cannot be amended without the approval of the holders of at least 65% of our common stock.

Our initial stockholders, who collectively beneficially own 21.8% of our common stock (excluding the private placement shares), may participate in any vote to amend our amended and restated certificate of incorporation and have the discretion to vote in any manner they choose.

Our initial stockholders, who collectively beneficially own 32.4% of our common stock, may participate in any vote to amend our amended and restated certificate of incorporation and have the discretion to vote in any manner they choose.

Prior to an initial business combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.

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or (2) vote on any initial business combination;

● although we do not intend to enter into a business combination with a target business that is affiliated with M.

Klein and Company, one of many selected leading investors and financing providers (our “Strategic Partners”), our Sponsor, our directors or our officers, we are not prohibited from doing so.

In the event we seek to complete our initial business combination with a company that is affiliated with M.

Klein and Company, one of our Strategic Partners, our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial point of view;

● although we did not intend to enter into a business combination with a target business that is affiliated with M.

Klein and Company, one of many selected leading investors and financing providers (our “Strategic and Operating Partners”), our Sponsor, our directors or our officers, we were not prohibited from doing so.

In connection with our proposed initial business combination of Oklo, we obtained an opinion from an independent investment banking firm that is a member of FINRA that such a business combination is fair to our company from a financial point of view;

● if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;

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● we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets, excluding the amount of any deferred underwriting discount, to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

Certain Potential Conflicts of Interest Relating to M.

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Klein is the founder and managing partner of M.

Klein and Company, LLC and acts as a strategic advisor to its clients.

Klein and Company and acts as a strategic advisor to its clients.

Klein has a fiduciary duty to M.

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Klein and Company or to other entities he owes a fiduciary duty.

Klein will have no duty to offer acquisition opportunities to the Company unless presented to him solely in his capacity as an officer or director of the Company and after he has satisfied his contractual and fiduciary obligations to other parties.

Klein had no duty to offer acquisition opportunities to the company unless presented to him solely in his capacity as an officer or director of the company and after he has satisfied his contractual and fiduciary obligations to other parties.

As a result, M.

Klein and Company’s clients may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination.

If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

Klein and Company’s clients may have competed with us for acquisition opportunities in the same industries and sectors as we targeted for our initial business combination.

If any of them decided to pursue any such opportunity, we would have been precluded from procuring such opportunities.

In addition, investment ideas generated within M.

Klein and Company, including by Mr.

Klein and other persons who may make decisions for the company, may be suitable both for us and for M.

Klein and Company or any of its clients, and will be directed initially to such persons rather than to us.

Klein and other persons who may make decisions for the company, may have been suitable both for us and for M.

Klein and Company or any of its clients, and would have been directed initially to such persons rather than to us.

Klein and Company or members of our management team who are also employed by M.

Klein and Company have any obligation to present us with any opportunity for a potential business combination of which they become aware unless it is offered to them solely in their capacity as a director or officer of the Company and after they have satisfied their contractual and fiduciary obligations to other parties.

Klein and Company had any obligation to present us with any opportunity for a potential business combination of which they became aware unless it was offered to them solely in their capacity as a director or officer of the Company and after they had satisfied their contractual and fiduciary obligations to other parties.

In addition, Mr.

Klein and Company may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target.

Klein and Company may have sponsored or formed other blank check companies similar to ours, including during the period in which we were seeking an initial business combination.

Any such companies may have presented additional conflicts of interest in pursuing an acquisition target.

In particular, M.

Klein and Company, Mr.

Klein and the Strategic Partners have formed and 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, 2023, May 17, 2023 and May 17, 2023, respectively, 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.

Klein and the Strategic and Operating Partners are actively engaged in Churchill Capital Corp VII, a special purpose acquisition corporation that completed its initial public offering in February 2021, and Churchill Capital Corp IX, a blank check company incorporated as a Cayman Islands exempted company that is in the process of completing its initial public offering as of the date of this report.

Churchill Capital Corp VII, like us, is able to pursue initial business combination targets in any businesses or industries and has until August 17, 2024 to do so (absent an extension in accordance with its charter).

Any such companies, including Churchill Capital Corp VII and Churchill Capital Corp IX, may have presented or may present, as applicable, additional conflicts of interest in pursuing an acquisition target and may present additional conflicts of interest in completing our initial business combination.

In addition, Mr.

Taragin, our Chief Financial Officer, is Chief Financial Officer of M.

Klein and Company, Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp VII.

The potential conflicts described above may limit our ability to enter into a business combination or other transactions.

Klein and Company, Churchill Capital Corp VII and Churchill Capital Corp IX.

The potential conflicts described above may limit our ability to complete a business combination or other transactions.

These circumstances could give rise to numerous situations where interests may conflict.

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See “Item 1A.

Risk Factors— We may engage

Risk Factors— We may engage M.

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.” There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the Company and investors will not arise.

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

” There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the company and investors will not arise.

Limitations on Our Access to Investment Opportunities Sourced by M.

Klein and Company

Klein and Company may compete with us for acquisition opportunities that we may target for our initial business combination.

Klein and Company decides to pursue any such opportunity or determines in its sole discretion not to offer such opportunity to us, we may be precluded from procuring such opportunities.

Klein and Company may have competed with us for acquisition opportunities that we targeted for our initial business combination.

Klein and Company decided to pursue any such opportunity or determined in its sole discretion not to offer such opportunity to us, we may have been precluded from procuring such opportunities.

In addition, investment ideas generated within M.

Klein and Company or by persons who may make decisions for us may be suitable for both us and for M.

Klein and Company may be directed to M.

Klein and Company or by persons who may make decisions for us may have been suitable for both us and for M.

Klein and Company may have been directed to M.

Klein and Company or other third parties rather than to us.

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Our management team, in their other endeavors (including any affiliation they may have with M.

Klein and Company), may choose or be required to present potential business combinations or other transactions to M.

Klein and Company or third parties, before they present such opportunities to us.

Klein and Company), may have chosen or been required to present potential business combinations or other transactions to M.

Klein and Company or third parties, before they presented such opportunities to us.

Please see “Item 1A.

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Klein and Company.

Klein will have no duty to offer acquisition opportunities to the Company unless presented to him in his capacity as an officer or director of the Company or to other entities he owes a fiduciary duty.

Klein will have had no duty to offer acquisition opportunities to the company unless presented to him in his capacity as an officer or director of the company or to other entities he owes a fiduciary duty.

Please see “Item 10.

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We currently maintain our executive offices at 640 Fifth Avenue, 12th Floor, New York, NY 10019.

The cost for this space is included in the $30,000 per month fee that we will pay an affiliate of our Sponsor for office space, administrative and support services.

The cost for this space is included in the $30,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services.

We consider our current office space adequate for our current operations.

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In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accounting firm.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business.

These financial statements may be required to be prepared in accordance with, or be reconciled to United States generally accepted accounting principles (“GAAP”) or international financial reporting standards as promulgated by the international accounting standards board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the completion window.

We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures beginning with this Annual Report as required by the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”).

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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 1. Business