What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 365 added, 306 removed, 777 unchanged (46% of the section changed)

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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.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2023.

This annual report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

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Altman served as President of Y Combinator from February 2014 until March 2019.

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.

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

Altman previously served as the Chairman of the board of directors of Y Combinator, and he previously served on the board of directors of Expedia Group, Inc., Reddit, Inc., Bridgetown Holdings Ltd.

and Bridgetown 2 Holdings Ltd.

Altman was selected to serve on our Board of Directors due to his service as our Chief Executive Officer as well as his extensive technology industry experience.

Altman was selected to serve on the board of directors due to his service as AltC’s Chief Executive Officer as well as his extensive technology industry experience.

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 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.

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

Klein and Company, LLC.

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 is also the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VII and the Chief Executive Officer of Churchill Capital Corp IX, both of which are blank check companies whose respective sponsors are affiliates of M.

Klein Associates, Inc.

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

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in July 2021.

Klein was also previously 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 MKA, from its initial public offering until November 2023, and 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 MKA, from its initial public offering until December 2023.

Klein is the founder and managing partner of M.

Klein and Company, which he founded in 2012.

Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives.

Klein and Company, LLC, which he founded in 2012.

Klein and Company, LLC is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives.

Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors.

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He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi.

Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting.

Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science

in Economics with concentrations in finance and accounting.

Klein was selected to serve on the board of directors due to his significant investment banking and advisory experience.

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.

Klein and Company which he joined in May 2019.

Taragin is also the Chief Financial Officer of Churchill Capital Corp VII since May 2020, Chief Financial Officer of Churchill Capital Corp IX since December 2023 and Chief Financial Officer of MKA, which he joined in May 2019.

He was previously the Chief Financial Officer of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations.

Prior to joining M.

Klein and Company, Mr.

He was also previously the Chief Financial Officer of Churchill Capital Corp V from its initial public offering until November 2023 and the Chief Financial Officer of Churchill Capital Corp VI from its initial public offering until December 2023.

Prior to joining MKA, Mr.

Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017.

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Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant.

Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Taragin is a certified public accountant and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Frances Frei has served as a director on our board of directors since July 2021.

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She regularly advises senior executives embarking on large-scale change initiatives and organizational transformation, including embracing diversity and inclusion as a performance lever.

From 2017 – 2018, Ms.

From 2017 to 2018, Ms.

Frei took a leave of absence from Harvard to serve as Uber’s first Senior Vice President of Leadership and Strategy with a mandate to help the company navigate its very public crisis in leadership and culture.

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How to Win by Putting Customers at the Core of Your Business and Unleashed:

The Unapologetic Leader’s Guide to Empowering Everyone Around You.

The Unapologetic Leader’s Guide to Empowering Everyone Around You and is the author of the 2023 book Move Fast and Fix Things:

The Trusted Leaders Guide to Solving Hard Problems.

Frei has served on the board of directors of Robinhood Markets, Inc.

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Prior to GSV Asset Management, from April 2016 to November 2016, Ms.

Green was Controller at Rise Companies Corp, parent company of Fundrise, a Washington, DC-based crowdfunded real estate investment platform, where she led financial reporting of the parent company to a successful SEC Regulation A+ Tier 2 crowdfunded IPO.

Prior to Fundrise, from October 2014 to April 2016, Ms.

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Thornton has served as a director on our board of directors since July 2021.

Thornton has served as Executive Chairman of Barrick Gold Corporation since April 2014.

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 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.

Thornton has served as Chairman of Barrick Gold Corporation since February 2024, following his role as Executive Chairman from April 2014 to February 2024.

He also has served as Non-Executive Chairman of PineBridge Investments, a global asset manager, since December 2014, and as Chairman of RedBird Capital Partners, a private investment firm, since August 2023.

Thornton has served on the board of directors of the Ford Motor Company since March 1996, Lenovo Group Limited since August 2023, Divergent Technologies, a digital advanced manufacturing company, since April 2022, and SparkCognition, an industrial artificial intelligence company, since December 2018.

He is lead director on all four boards.

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.

Thornton is Co-Chair of the Asia Society and Chairman Emeritus of the Brookings Institution in Washington, D.C.

Thornton retired as President and Director of The Goldman Sachs Group, Inc.

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, 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.

His previous roles included Chairman of Goldman Sachs Asia and Co-Chief Executive of Goldman Sachs International, where he oversaw the firm’s business in Europe, the Middle East, and Africa.

Thornton is also on the advisory boards or board of trustees of the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership

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

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Lattman and Mr.

Thornton, will expire at our first annual meeting of stockholders.

Thornton, will expire at our annual meeting of stockholders in 2026.

The term of office of the second class of directors, consisting of Ms.

Green, will expire at the second annual meeting of stockholders.

Green, will expire at the annual meeting of stockholders in 2024.

The term of office of the third class of directors, consisting of Mr.

Altman and Mr.

Klein, will expire at the third annual meeting of stockholders.

Klein, will expire at the annual meeting of stockholders in 2025.

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

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.

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.

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.

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Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our IPO.

The rules of the NYSE require that a majority of our board of directors be independent.

Our board has determined that each of Ms.

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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

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

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

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

The charter complies with the rules of the NYSE.

The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

The compensation committee charter complies with the rules of the NYSE.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

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Frei serves as chair of the nominating and corporate governance committee.

We adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

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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.

Our Strategic Partners and their personnel, if any, may have a duty to offer acquisition opportunities to clients or other parties.

Such persons will have no duty to offer acquisition opportunities to the Company unless presented to them solely in their capacity as a director of the Company and after they have satisfied any contractual and fiduciary obligations to other parties.

Our Strategic and Operating Partners and their personnel, if any, may have a duty to offer acquisition opportunities to clients or other parties.

Such persons will have no duty to offer acquisition opportunities to the company unless presented to them solely in their capacity as a director of the company and after they had satisfied any contractual and fiduciary obligations to other parties.

As a result, such persons may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination.

Consequently, we may be precluded from procuring such opportunities.

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.

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

In addition, any of our Strategic and Operating Partners or their personnel 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 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.

We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or M.

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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.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of:

With certain limited exceptions, and except as agreed in connection with our proposed initial business combination, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of:

(1) one year after the completion of our initial business combination;

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

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

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● In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of business;

● it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

o the corporation could financially undertake the opportunity;

o the opportunity is within the corporation’s line of business;

o it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

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.

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.

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Founder and Managing Member

CS First Boston

Financial services

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 Chairman of the Board of Directors

Churchill Capital Corp VI

Blank check company

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

Churchill Capital Corp VII

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Healthcare cost management solutions

Churchill Capital Corp IX

Blank check company

Chief Executive Officer

Klein and Company

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Chief Financial Officer

Churchill Capital Corp V

Blank check company

Chief Financial Officer

Churchill Capital Corp VI

Churchill Capital Corp VII

Blank check company

Chief Financial Officer

Churchill Capital Corp VII

Churchill Capital Corp IX

Blank check company

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Chief Executive Officer

Venture capital

Helion Energy, Inc.

Expedia Group, Inc.

Bridgetown Holdings Ltd.

Blank check company

Bridgetown 2 Holdings Ltd.

Blank check company

Archimedes Advisory Group

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Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer

Co-Chair of Board of Trustees

Barrick Gold Corporation

Executive Chairman

China Investment Corporation

Investment management

International Advisory Council Member

Divergent Technologies

Digital Production

Digital advanced manufacturing

Lead Director

Ford Motor Company

Manufacturing

Lead Director

King Abdullah University of Science and Technology (KAUST)

Lenovo Group Limited

Lead Director

Klein & Company

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Advisory Board Member

McKinsey Advisory Counsel

PineBridge Investments

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Director and Non-Executive Chairman

Shanghai Swan L.P.

RedBird Capital Partners

Financial services

Silk Road Finance Corporation

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Artificial intelligence

Lead Director

General Atlantic Service Company, L.P

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We are not prohibited from pursuing an initial business combination with a company that is affiliated with M.

Klein and Company, any of our Strategic Partners, our Sponsor, officers or directors.

Klein and Company, any of our Strategic and Operating Partners, our Sponsor, officers or directors.

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

Klein and Company, any 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 initial business combination is fair to our company from a financial point of view.

Klein and Company, any of our Strategic and Operating 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 initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

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Upon completion of the initial business combination or our liquidation, the company will cease paying these monthly fees.

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.

Accordingly, as of December 31, 2023, an affiliate of our Sponsor has been paid a total of approximately $893,225 ($30,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

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.

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In the table below, percentage ownership is based on 30,600,521 shares of Class A common stock outstanding and 12,500,000 shares of Class B common stock outstanding as of March 29, 2024.

All of the shares of Class B common stock are held by our sponsor.

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.

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Empyrean Capital Overseas Master Fund, Ltd.

Magnetar Financial LLC (6)

PEAK6 Capital Management LLC (7)

Tiger Global Investments, L.P.

Encompass Capital Advisors LLC (7)

Fort Baker Capital Management LP (8)

Meteora Capital, LLC (9)

Millennium Management LLC (10)

Magnetar Financial (11)

All directors and executive officers as a group (7 individuals) (2)(3)(4)

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(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.

Such securities are held through Empyrean Capital Overseas Master Fund, Ltd.

(“ECOMF”), a Cayman Islands exempted company, Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, which serves as investment manager to ECOMF with respect to the Class A common stock directly held by ECOMF;

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.

Thornton, all of whom are directors of the company, each have an economic interest in shares of our common stock through his or her 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, 2024, by Empyrean Capital Partners, LP, a Delaware limited partnership (“ECP”), which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company (“ECOMF”), and 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 shares of Class A common stock directly held by ECOMF.

(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 collectively hold 3,056,992 shares of Class A common stock, which are held through ECOMF, ECP and Mr.

(6) According to the Schedule 13G/A, filed on February 14, 2024, by Tiger Global Investments, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC and Charles P.

Coleman III (collectively, 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.

The business address of Tiger Global Investments, L.P.

is c/o Citco Fund Services (Cayman Islands) Limited, P.O.

Box 31106, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands.

The Tiger Global Parties collectively hold 3,056,992 shares of Class A common stock.

(7) According to the Schedule 13G/A, filed on February 14, 2024, by Encompass Capital Advisors LLC, a Delaware limited liability company, Encompass Capital Partners LLC, a Delaware limited liability company (“Encompass Capital Partners”) and Todd J.

Kantor (collectively, the “Encompass Parties”), the business address of such parties is 200 Park Avenue, 16th Floor, New York, NY 10166.

The Encompass Parties collectively hold 2,833,601 shares of Class A common stock, 2,259,477 of which are held by Encompass Capital Partners.

(8) According to the Schedule 13G, filed on February 14, 2024, by Fort Baker Capital Management LP, a Delaware limited partnership, Fort Baker Capital, LLC, a Delaware limited liability company and Steven Patrick Pigott (collectively, the “Fort Baker Parties”), the business address of such parties is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94939.

The Fort Baker Parties collectively hold 2,520,845 shares of Class A common stock.

(9) According to the Schedule 13G filed on February 14, 2024, by Meteora Capital, LLC, a Delaware limited liability company, and Vik Mittal (collectively, the “Meteora Parties”), the business address of such parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

The Meteora Parties collectively hold 2,321,377 shares of Class A common stock.

(10) According to the Schedule 13G, filed on October 18, 2023, by ICS Opportunities, Ltd., a Cayman Islands limited company (“ICS”), Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group”), and Mr.

Englander, a United States citizen (collectively, the “Millennium Parties”), who serves as the sole voting trustee of the managing member of Millennium Group, the managing member of Millennium Management, the business address of such parties is 399 Park Avenue, New York, New York 10022.

Millennium Management serves as the investment manager of ICS.

The Millennium Parties collectively hold 1,843,200 shares of Class A common stock, 1,578,300 of which are held by ICS.

(11) According to the Schedule 13G/A, filed on January 31, 2024, 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.

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

The Magnetar Parties hold 1,654,623 shares of Class A common stock.

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).

The amount consists of (i) 648,857 shares of Class A common stock held for the account of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company;

(ii) 250,986 shares of Class A common stock held for the account of Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company;

(iii) 115,250 shares of Class A common stock held for the account of Purpose Alternative Credit Fund - T LLC;

(iv) 161,744 shares of Class A common stock held for the account of Magnetar SC Fund Ltd, a Cayman Islands exempted company;

(v) 234,258 shares of Class A common stock held for the account of Magnetar Structured Credit Fund, LP, a Delaware limited partnership;

(vi) 202,635 shares of Class A common stock held for the account of Magnetar Lake Credit Fund LLC, a Delaware limited liability company;

and (vii) 40,893 shares of Class A common stock held for the account of Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company (the holding entities referred to as, collectively, the “Magnetar Funds” hereafter).

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.

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The manager of Supernova Management is Mr.

(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 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.

The business address of Tiger Global Investments, L.P.

is c/o Citco Fund Services (Cayman Islands) Limited, P.O.

Box 31106, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands.

The Tiger Global Parties hold 4,000,000 shares of Class A common stock.

Our Sponsor beneficially owns 32.4% issued and outstanding shares of our common stock (including the private placement shares).

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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).

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.

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 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.

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As described in “Item 10 .

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.

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.

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

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

We may engage M.

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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.

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.

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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.

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.

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.

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

Related Party Policy

We had not yet adopted a formal policy for the review, approval or ratification of related party transactions as of the completion of the IPO.

We had not yet adopted a formal policy for the review, approval or ratification of related party transactions as of the completion of the Initial Public Offering.

Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

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These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

our initial business combination is fair to our company from a financial point of view.

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).

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Klein and Company, or another affiliate of our Sponsor, in an amount that constitutes a market standard financial advisory fee for comparable transactions;

● payment to an affiliate of our Sponsor of a total of $30,000 per month, for up to 27 months, for office space, administrative and support services;

● payment to an affiliate of our Sponsor of a total of $30,000 per month for office space, administrative and support services;

● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

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Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering.

The rules of the NYSE require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

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Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum, LLP or Marcum, for services rendered.

The following is a summary of fees paid or to be paid to Marcum for services rendered.

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 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 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, 2023 and 2022 totaled $238,222 and $86,005, respectively.

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

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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 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.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and 2022.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023 and 2022.

All Other Fees.

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.

We did not pay Marcum for other services for the year ended December 31, 2023 and 2022.

Pre-Approval Policy

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Financial Statements:

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

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules:

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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.

Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Merger Sub, Inc.

and Oklo Inc.

(filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023)

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)

Certificate of Amendment to AltC’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023)

Bylaws (incorporated by reference to the Exhibit 3.4 filed with the company’s registration statement on Form S-1 filed by the registrant on March 15, 2021)

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Investment Management Trust Agreement, dated July 7, 2021, between the company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.2 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Amendment to the Investment Management Trust Agreement, dated as of July 5, 2023, by and between AltC Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.6 filed with the company’s registration statement on Form S-4 filed by the registrant on September 27, 2023)

Registration Rights Agreement, dated July 7, 2021, among the company and certain other security holders named therein (incorporated by reference to the Exhibit 10.3 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC and certain other parties thereto (filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023)

Private Placement Share Purchase Agreement, dated July 7, 2021, between the company and the Sponsor (incorporated by reference to the Exhibit 10.4 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Compensation Clawback Policy, effective December 1, 2023

XBRL Instance Document

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Form 10-K Summary.

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 31st day of March, 2023.

ALTC ACQUISITION CORP.

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/s/ Peter Lattman

Peter Lattman

March 29, 2024

Peter Lattman

March 29, 2024

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB number:

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

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

Consolidated Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes t o Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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AltC Acquisition Corp.

Opinion on the Financial Statements

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.

Opinion on the Consolidated Financial Statements

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

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, 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.

As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before July 12, 2024.

The Company entered into an agreement and plan of merger and reorganization with a business combination target on July 11, 2023;

however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to July 12, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after July 12, 2024, in the event that it is unable to complete a business combination by that date.

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

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

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

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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.

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We have served as the Company’s auditor since 2021 .

Houston, Texas

March 29, 2024

ALTC ACQUISITION CORP.

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current assets

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Total current assets

Prepaid expenses - long term

Marketable securities held in Trust Account

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Accrued expenses

Accrued offering costs

Excise tax liability

Income taxes payable

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Commitments and contingencies

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

Class A common stock subject to possible redemption, 29,150,521 and 50,000,000 shares at redemption value of approximately $ 10.41 and $ 10.09 at December 31, 2023 and December 31, 2022, respectively

Stockholders’ deficit

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500,000,000 shares authorized;

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

1,450,000 shares issued and outstanding (excluding 29,150,521 and 50,000,000 shares subject to possible redemption) at December 31, 2023 and December 31, 2022, respectively

Class B common stock, $ 0.0001 par value;

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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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

ALTC ACQUISITION CORP.

STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Formation and operational costs

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Interest earned on marketable securities held in Trust Account

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

Other income (expense), net

Income (loss) before provision for income taxes

( 1,054,290 )

Unrealized loss on marketable securities held in Trust Account

Other income, net

Income before provision for income taxes

Provision for income taxes

( 6,092,149 )

Net income (loss)

( 1,474,356 )

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

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

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

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

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

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

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

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

ALTC ACQUISITION CORP.

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

Stockholders’

Balance — February 1, 2021 (inception)

Issuance of Class B common stock to Sponsor

Sale of 1,450,000 Private Placement Shares

Re-measurement for Class A common stock to redemption amount

( 14,523,605 )

Balance – December 31, 2021

( 13,185,226 )

( 13,183,831 )

Re-measurement for Class A common stock to redemption amount

( 4,544,687 )

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( 12,225,559 )

( 14,785,760 )

Underwriter fee waiver

Excise tax liability

( 2,159,147 )

Balance – December 31, 2023

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( 8,379,450 )

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

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

ALTC ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Period

from February 1,

2020 (Inception)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

Cash flows from operating activities:

Net income (loss)

( 1,056,706 )

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

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

Interest earned on marketable securities held in Trust Account

( 22,231,067 )

Unrealized gain on marketable securities held in Trust Account

Deferred tax provision (benefit)

Offering costs

( 7,277,660 )

Unrealized loss on marketable securities held in Trust Account

Deferred tax (benefit) provision

Changes in operating assets and liabilities:

Prepaid expenses

( 1,256,534 )

Accrued expenses

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Cash withdrawn from Trust Account for working capital purposes

Investment of cash into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Cash flows from financing activities:

Redemptions of common stock

( 215,914,673 )

Net cash provided by (used in) investing activities

Net cash used in financing activities

( 215,914,673 )

Cash flows from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Shares

Proceeds from promissory note - related party

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net change in cash

( 1,948,667 )

Cash — Beginning of period

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Non-cash investing and financing activities:

Offering costs included in accrued offering costs

Remeasurement for Class A common stock to redemption amount

Deferred underwriting fee payable

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

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Excise tax liability accrued for common stock redemptions

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

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

AltC Acquisition Corp.

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The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

On July 5, 2023, the Company formed AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of AltC (“Merger Sub”).

Merger Sub owns no material assets and does not operate any business.

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

As of December 31, 2023, the Company had not commenced any operations.

All activity for the period from February 1, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

All activity for the period from February 1, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

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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.

Klein Associates, Inc., 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.

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(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.

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 or will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation.

As a result, we will receive interest on the funds held in the Trust Account.

Furthermore, such cash (which may include demand deposit accounts) is held in bank accounts, which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”).

While we have only placed our Trust Account deposits with JPMorgan Chase Bank N.A., only a small portion of the funds in our Trust Account will be guaranteed by the FDIC.

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 had 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”).

The Charter Amendment was filed with the Secretary of State of the State of Delaware on October 11, 2023.

In connection with the vote to approve the Charter Amendment, holders of 20,849,479 shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of approximately $ 215.91 million.

As such, the Company will record a 1 % excise tax liability in the amount of approximately $ 2.16 million on the consolidated balance sheets.

The liability will not impact the consolidated statements of operations and will be offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

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.

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The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals).The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon completion of the Initial Public Offering in accordance with Accounting Standard Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

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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.

On July 11, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Oklo Inc., a Delaware corporation (“Oklo”) (see Note 6).

Pursuant to the Charter Amendment, the Company has until July 12, 2024 (or such earlier date as determined by the Company’s board of directors), to complete a Business Combination.

If the Company is unable to complete a Business Combination by July 12, 2024, 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.

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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.

As of December 31, 2023, we had cash of $ 1,628,692 and working capital deficit of $ 1,431,773 .

The Company’s liquidity needs up to December 31, 2023 were satisfied through the proceeds of $ 25,000 from the sale of the Founder Shares (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.

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.

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.

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.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements.

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.

The IR Act provides for, among other things, a 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

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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.

The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.

In addition, a number of exceptions apply to this excise tax.

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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.

Whether and to what extent we would be subject to the excise tax in connection with an initial business combination will depend on a number of factors, including (i) the structure of the initial business combination, (ii) the fair market value of the redemptions and repurchases in connection with the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial 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.

However, to mitigate this uncertainty, funds in the trust account will not be used to pay for excise tax liabilities with respect to redemptions of theClass A common stock in connection with an extension of the completion window, a business combination or our liquidation.

As such, as of December 31, 2023, the Company recorded $ 2,159,147 a 1 % excise tax liability on the consolidated balance sheets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

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The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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

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

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The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

Marketable Securities Held in Trust Account

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

Treasury Bills.

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.

As of December 31, 2023, the cash balance of $ 1,628,692 reflected on the consolidated balance sheets include $ 825,842 that was withdrawn from the trust account and is only to be used for tax related expenses per the Trust Agreement entered into on July 7, 2021.

On January 17, 2024 and January 22, 2024, the Company paid New York State tax and New York City tax of $ 370,632 and $ 381,809 , respectively.

The remaining $ 73,401 will be paid towards current accrued and future incurred tax obligations.

Cash and Marketable Securities Held in the Trust Account

As of December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash and U.S.

Treasury Bills, respectively.

During the year ended December 31, 2023, the Company withdrew an amount of $ 1,000,000 , $ 7,895,936 and $ 215,914,673 of available for working capital, from interest earned on the Trust Account to pay franchise and income tax obligations and in connection with redemption, respectively.

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

As of December 31, 2023, all Trust Account funds were held as cash in a demand deposit account that accrues interest monthly.

As of December 31, 2022, all of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated 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 consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

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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.

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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:

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

Gross proceeds

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( 26,652,125 )

Re-Measurement of carrying value to redemption value

Remeasurement of carrying value to redemption value

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

Re-Measurement of carrying value to redemption value

( 215,914,673 )

Remeasurement of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2023

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.

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 consolidated 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.

As of December 31, 2023 and 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it.

Our effective tax rate was 33.92 % and 27.30 % for the year ended December 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets and transaction costs associated with the Business Combination that are classified as permanent differences.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more – likely – than - not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

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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.

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.

The Company has identified the United States, New York City and New York State as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering.

Offering costs 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 were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs amounted to $ 26,652,125 , which were charged to stockholders’ equity upon the completion of the Initial Public Offering.

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

Net Income per Common Share

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

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

For the Year Ended December 31,

Non-redeemable

Non-Redeemable

Basic and diluted net income per common share

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per common share

Basic and diluted net income per common share

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000.

The Company has not experienced losses on these accounts.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000.

The Company has not experienced losses in any account where cash is held.

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 sheets, primarily due to their short-term nature.

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

Recent Accounting Standards

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

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 consolidated financial statements.

PUBLIC OFFERING

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Administrative Services Agreement

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

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

For the year ended December 31, 2023, 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.

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

The Company may engage M.

Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

There were no fees incurred for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021.

Promissory Note — Related Party

On March 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”).

The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering.

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

Borrowings under the Promissory Note are no longer available.

There were no fees incurred for the year ended December 31, 2023 and 2022.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $ 10.00 per share.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $ 10.00 per share.

These shares would be identical to the Private Placement Shares.

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COMMITMENTS AND CONTINGENCIES

Merger Agreement

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

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

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.

The Restated Sponsor Agreement was analyzed under ASC 815 and due to the variable settlement conditions at closing of the business combination, the Company concluded that the contract is a financial instrument, reported at fair value, and adjusted at each reporting period.

At issuance and December 31, 2023, the Company however, determined that the fair value of the Restated Sponsor Support Agreement was de minimis.

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”).

Legal Demand Letter

On September 29, 2023, the Company received a demand letter from a putative stockholder alleging that the registration statement filed on Form S-4 by the Company with the United States Securities and Exchange Commission on September 27, 2023 contains misleading statements and/or omissions in violation of the federal securities laws and/or state fiduciary duty law.

The stockholder demands that the Company disclose additional information and purports to reserve the right to file a complaint.

The amount of loss exposure, if any, cannot be reasonably estimated at this time.

Registration Rights

8 unchanged sentences

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, 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.

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.

Fairness Opinion

On June 6, 2023, the Company engaged a firm to provide a fairness opinion of the proposed Business Combination.

A $ 50,000 retainer payment was due at the time of the engagement letter.

The remaining balance was due prior to issuance of the final opinion.

As of December 31, 2023, the final opinion was delivered and, as such, $ 426,082 was paid.

Due Diligence and M&A Legal Fees

As of December 31, 2023, the Company, contingent upon the consummation of an initial Business Combination will be required to pay due diligence and M&A legal fees in the amount of $ 8,105,261 .

As of December 31, 2023 and 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $ 92,441 and $ 118,715 which are reflected on Company’s consolidated balance sheets, respectively.

For the year ended December 31, 2023 and 2022, the Company incurred $ 0 and $ 26,273 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, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

At 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.

At December 31, 2023 and 2022, there were 1,450,000 shares of Class A common stock issued and outstanding, excluding 29,150,521 and 50,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

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.

6 unchanged sentences

NOTE 8 — INCOME TAX

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:

The Company’s net deferred tax assets (liabilities) for the year ended December 31, 2023 and 2022 is as follows:

Deferred tax assets (liabilities)

3 unchanged sentences

Valuation allowance

( 1,558,190 )

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:

The income tax provision for the year ended December 31, 2023 and 2022 consists of the following:

State and Local

6 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.

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

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 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:

For the year ended December 31, 2023, the change in the valuation allowance was $ 996,160 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2023 and 2022 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Business combination expense

Valuation allowance

17 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the consolidated financial statements.

On January 17, 2024 and January 22, 2024, the Company paid New York State tax and New York City tax of $ 370,632 and $ 381,809 , respectively.

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