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Item 7. Management’s Discussion and Analysis

2024-03-29 compared with 2023-03-31 · 67 added, 27 removed, 58 unchanged (62% of the section changed)

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References to our “management” or our “management team” refer to our officers and directors, and references to the Sponsor refer to AltC Sponsor LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Annual Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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We cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

Business Combination

Merger Agreement

On July 11, 2023, the company entered into an Agreement and Plan of Merger and Reorganization by and among the Company, Merger Sub, and Oklo, as fully disclosed in a Current Report on Form 8-K filed with the SEC on July 11, 2023.

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

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 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.

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 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.

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”).

Results of Operations

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We do not expect to generate any operating revenues until after the completion of our business combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We generate non-operating income in the form of interest income on cash and marketable securities held in the trust account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had a net income of $3,925,770, which consisted of interest earned on marketable securities held in Trust Account of $7,277,660 and unrealized gain on marketable securities held in Trust Account of $68,050, offset by operational costs of $1,809,484 and a provision for income taxes of $1,474,356.

For the period from February 1, 2021 (inception) through December 31, 2021, we had net loss of $1,056,706, which consists of formation and operating costs of $1,179,760 and a provision for income taxes of $2,416, offset by interest earned on marketable securities held in Trust Account of $117,677 and an unrealized gain on marketable securities held in the Trust Account of $7,793.

For the year ended December 31, 2023, we had net income of $11,868,205, which consisted of interest earned on marketable securities held in trust account of $22,231,067, offset by operational costs of $4,270,713 and a provision for income taxes of $6,092,149.

For the year ended December 31, 2022, we had net income of $3,925,770, which consisted of interest earned on marketable securities held in Trust Account of $7,277,660 and unrealized gain on marketable securities held in trust account of $68,050, offset by operational costs of $1,809,484 and a provision for income taxes of $1,474,356.

Liquidity, Capital Resources and Going Concern

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We incurred $26,652,125 of transaction costs, consisting of $8,580,000 of underwriting fees, which is net of $1,420,000 reimbursed fees from the underwriters, $17,500,000 of deferred underwriting fees and $572,125 of other offering costs.

In addition, $5,285,860 of cash was held outside of the Trust Account and available for working capital purposes.

In addition, $5,285,860 of cash was held outside of the trust account and was available for working capital purposes.

For the year ended December 31, 2023, cash used in operating activities was $10,844,603.

The net income of $3,925,770 was affected by interest earned on marketable securities held in the Trust Account of $7,277,660, unrealized gain on marketable securities held in our Trust Account of $68,050 and deferred tax benefit of $294,084.

Net income of $11,868,205 was affected by interest earned on marketable securities held in the trust account of $22,231,067, and deferred tax benefit of $294,084.

Changes in operating assets and liabilities provided $187,657 of cash for operating activities.

For the period from February 1, 2021 (inception) through December 31, 2021, cash used in operating activities was $1,880,180.

Net loss of $1,056,706 was affected by interest earned on marketable securities held in Trust Account of $117,677, offering costs of $168,415 and an unrealized gain on marketable securities held in Trust Account of $7,793.

Changes in operating assets and liabilities used $866,419 of cash for operating activities.

As of December 31, 2022, we had marketable securities held in the Trust Account of $506,140,080 (including approximately $6,140,080 of interest income) consisting of U.S.

For the year ended December 31, 2022, cash used in operating activities was $954,691.

Net income of $3,925,770 was affected by interest earned on marketable securities held in the trust account of $7,277,660, unrealized gain on marketable securities held in our trust account of $68,050 and deferred tax benefit of $294,084.

Changes in operating assets and liabilities provided $2,035,065 of cash for operating activities.

As of December 31, 2023, we had cash held in the trust account of $303,560,538 (including $12,055,328 of interest income) consisting of Cash and U.S.

Treasury Bills with a maturity of 185 days or less.

Interest income on the balance in the trust account may be used by us to pay taxes.

Through December 31, 2022, we withdrew an amount of $1,195,000 from interest earned from the Trust Account for working capital purposes and to pay income tax obligations.

For the year ended December 31, 2023, the Company has withdrawn interest earned from the Trust Account of $7,895,936 for tax liabilities, $215,914,673 in connection with redemption and $1,000,000 for permitted withdrawal related to working capital.

For the year ended December 31, 2022, the Company has withdrawn interest earned from the Trust Account of $195,000 for tax liabilities and $1,000,000 for permitted withdrawal related to working capital.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the trust account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our business combination.

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These shares would be identical to the Private Placement Shares.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

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

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account upon expiration of the completion window.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company has until 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.

The company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The company’s officers, directors and Sponsor may, but are not obligated to, loan the company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the company’s working capital needs.

Accordingly, the company may not be able to obtain additional financing.

If the company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the company’s ability to continue as a going concern through one year from the date of these consolidated financial statements if a business combination is not consummated.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the company be unable to continue as a going concern.

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, 2024 (or such earlier date as determined by the company’s board of directors) to complete its initial business combination.

It is uncertain that the company will be able to consummate a business combination by this time.

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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).

No adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after July 12, 2024 (or such earlier date as determined by the company’s board of directors).

The company intends to complete a business combination before the mandatory liquidation date.

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

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

The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Following the Initial Public Offering, the underwriters were entitled to a deferred fee of $0.35 per Public Share, or $17,500,000 in the aggregate.

In October and November 2023, the company received letters from BofA Securities, Inc., Goldman Sachs & Co.

LLC, and J.P.

Morgan Securities LLC, waiving their rights to their portion of the deferred underwriting fee.

In aggregate, the underwriting fees waived total approximately $10.5 million.

The remaining $7.0 million 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.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

We have not identified any critical accounting estimates.

The following are the critical accounting policies:

Class A Common Stock Subject to Possible Redemption

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Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

Net Income (Loss) Per Common Share

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

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our consolidated balance sheets.

Net Income Per Common Share

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

Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024.

The company is still reviewing the impact of ASU 2023-09.

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

Quantitative and Qualitative Disclosures about Market Risk

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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 7. Management’s Discussion and Analysis