Core Viewpoint - AltC Acquisition Corp. and Oklo Inc. are moving forward with a proposed business combination, with a special meeting scheduled for May 7, 2024, to seek stockholder approval for the transaction [1][2]. Group 1: Business Combination Details - The special meeting will allow AltC stockholders, as of April 5, 2024, to vote on the proposed transaction [2]. - The AltC Board of Directors unanimously recommends that stockholders vote "FOR" the transaction proposal [2]. - If approved, the transaction is expected to close shortly after the special meeting, with the combined company operating as Oklo and listed on the NYSE under the ticker symbol "OKLO" [3][4]. Group 2: Oklo's Business Momentum - Since the announcement of the transaction, Oklo has signed major non-binding Letters of Intent and Memorandums of Understanding with Equinix and Diamondback Energy [1]. - Oklo has formed a significant partnership with Centrus Energy Corp. for the development and operation of its Aurora powerhouses, particularly regarding fuel supply [1]. - The U.S. Department of Energy has approved the Safety Design Strategy for Oklo's Aurora Fuel Fabrication Facility, marking a key step in the approval process [1]. Group 3: Company Background - Oklo is focused on developing fast fission power plants to provide clean, reliable, and affordable energy at scale [4]. - The company has received a site use permit from the U.S. Department of Energy and is working on advanced fuel recycling technologies in collaboration with U.S. national laboratories [4]. - AltC was formed to effect a merger or similar business combination with one or more businesses [5].

Merger and Business Combination - The company entered into a merger agreement with Oklo on July 11, 2023, with an aggregate consideration of $850,000,000 plus additional net proceeds from Oklo's equity financing prior to closing [256][257]. - The merger is expected to be completed by July 12, 2024, following stockholder approval and satisfaction of other conditions [263]. - The company has extended the deadline for completing a business combination from October 12, 2023, to July 12, 2024 [263]. - The company has until July 12, 2024, to complete its initial business combination, or it will face mandatory liquidation [277]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $11,868,205, driven by interest income of $22,231,067 from marketable securities [265]. - Cash used in operating activities for the year ended December 31, 2023, was $10,844,603, reflecting the company's operational costs [269]. - The company had cash held in the trust account of $303,560,538 as of December 31, 2023, including $12,055,328 of interest income [271]. - As of December 31, 2023, the company had cash of $1,628,692 available for identifying and evaluating target businesses [274]. - The company may need to raise additional capital through loans or investments, with substantial doubt about its ability to continue as a going concern if a business combination is not completed by July 12, 2024 [276]. Initial Public Offering - The company completed its Initial Public Offering on July 12, 2021, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Public Shares [267]. - The company has incurred $26,652,125 in transaction costs related to the Initial Public Offering, including $8,580,000 in underwriting fees [268]. - In October and November 2023, underwriting fees waived by BofA Securities, Goldman Sachs, and J.P. Morgan totaled approximately $10.5 million, with a remaining $7.0 million deferred fee contingent on the completion of a business combination [281]. Accounting and Financial Reporting - The company has not identified any critical accounting estimates that could materially differ from actual results [282]. - The company is reviewing the impact of ASU No. 2023-09, which will require additional disclosures in income tax reconciliations starting after December 15, 2024 [285]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [286]. - The company has no off-balance sheet financing arrangements as of December 31, 2023, and does not participate in transactions with unconsolidated entities [278]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities [278]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit [283]. Administrative Expenses - The company has agreed to pay an affiliate of the Sponsor a total of $30,000 per month for office space and administrative services [280].

Core Insights - Oklo Inc. has successfully completed the second phase of the Thermal Hydraulic Experimental Test Article (THETA) testing campaign in collaboration with Argonne National Laboratory, focusing on the thermal-hydraulic behavior of its fast fission reactor design [1][2] - The THETA testing campaign aims to optimize reactor design and improve safety and economic potential for Oklo's fast fission technology [1][2] Company Overview - Oklo is developing fast fission power plants to provide clean, reliable, and affordable energy at scale, having received a site use permit from the U.S. Department of Energy and awarded fuel material from Idaho National Laboratory [3] - The company has submitted the first advanced fission custom combined license application to the Nuclear Regulatory Commission and is developing advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and U.S. National Laboratories [3] Business Combination - On July 11, 2023, Oklo announced a definitive business combination agreement with AltC Acquisition Corp., which will result in the combined company being listed on the New York Stock Exchange under the ticker symbol "OKLO" upon closing [3]

Core Insights - Oklo Inc. has signed a land rights agreement with the Southern Ohio Diversification Initiative (SODI) for the potential siting of two powerhouses in Southern Ohio, marking a significant step in the development of the U.S. nuclear industry [1][2][3] - The agreement builds on a previous announcement in May 2023 and emphasizes Oklo's commitment to local community engagement and economic development [1][2][3] Company Overview - Oklo Inc. is focused on developing advanced fission power plants aimed at providing clean, reliable, and affordable energy at scale [4] - The company has received a site use permit from the U.S. Department of Energy and is actively working on advanced fuel recycling technologies in collaboration with the DOE and U.S. National Laboratories [4] - Oklo is in the process of a business combination with AltC Acquisition Corp., which will result in Oklo being listed on the New York Stock Exchange under the ticker symbol "OKLO" [4] Partnership and Community Impact - The partnership with SODI is intended to enhance economic opportunities and job creation in the Piketon region, leveraging the area's talent and infrastructure [3] - SODI's mission is to improve the quality of life for local citizens through economic diversification and the development of underutilized land, particularly the former Portsmouth Gaseous Diffusion Plant site [2][3] - The collaboration is seen as a model for public-private partnerships that can drive forward innovative energy solutions [3]

SANTA CLARA, Calif.--(BUSINESS WIRE)--Oklo Inc. (“Oklo”), a fast fission clean power technology and nuclear fuel recycling company, has announced that the U.S. Department of Energy (DOE) has reviewed and approved the Safety Design Strategy (SDS) for the Aurora Fuel Fabrication Facility at Idaho National Laboratory (INL). The Aurora Fuel Fabrication Facility is being designed to demonstrate the reuse of recovered nuclear material to support Oklo’s planned commercial advanced fission power plant demonstration ...

Company Overview - Oklo Inc. is focused on developing fast fission power plants to deliver clean, reliable, and affordable energy at scale [3] - The company has received a site use permit from the U.S. Department of Energy and has been awarded fuel material from Idaho National Laboratory [3] - Oklo has submitted the first advanced fission custom combined license application to the Nuclear Regulatory Commission and is working on advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and national laboratories [3] Upcoming Events - Oklo will host an Investor Day on February 2, 2024, from 9:00 a.m. to 11:30 a.m. ET, featuring commentary from senior leaders on the business model, technology, and operational developments [1] - The event will be streamed live from New York and will be available for replay on Oklo's website [1] Business Combination - Oklo has entered into a definitive business combination agreement with AltC Acquisition Corp., a special purpose acquisition company, with the transaction expected to close in early 2024 [2] - Upon completion, the combined company will operate as Oklo and is anticipated to be listed on the New York Stock Exchange under the ticker "OKLO" [2]

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) For the transition period from to Commission file number: 001-40583 ALTC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 86-2292473 | | --- | ...

Table of Contents ALTC ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact Name of Registrant as Specified in Its Charter) FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40583 | Delaware | 86-2292473 | | --- | --- ...

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $3,090,679, driven by interest earned on marketable securities of $5,416,834, offset by operating costs of $1,157,365 and a provision for income taxes of $1,115,936 [112]. - Cash used in operating activities for the three months ended March 31, 2023, was $678,937, with changes in operating assets and liabilities providing $1,888,448 of cash [117]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [111]. Marketable Securities - As of March 31, 2023, the company held marketable securities in the Trust Account totaling $511,504,060, which includes approximately $11,504,060 of interest income [119]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [120]. Initial Public Offering - The company completed its Initial Public Offering on July 12, 2021, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Public Shares at $10.00 each [115]. - The company incurred transaction costs of $26,652,125 related to the Initial Public Offering, which included $8,580,000 in underwriting fees and $17,500,000 in deferred underwriting fees [116]. Business Combination Timeline - The company has until July 12, 2023, to consummate a Business Combination, with a potential extension to October 12, 2023, if certain conditions are met [124]. Cash Position - As of March 31, 2023, the company had cash of $2,898,422 available for operational purposes, primarily to identify and evaluate target businesses [121]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements or obligations as of March 31, 2023 [125].

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) AltC Acquisition Corp. is a Delaware-incorporated SPAC aiming to complete a business combination by July 2023, otherwise facing liquidation - The company is a **blank check company** formed to effect a business combination, operating as a **shell company** with no current operations or revenue[15](index=15&type=chunk) - The leadership team includes co-founders Sam Altman, CEO of OpenAI, and Michael Klein, founder of M. Klein and Company[15](index=15&type=chunk)[17](index=17&type=chunk) Initial Public Offering and Private Placement Details | Event | Details | Gross Proceeds ($) | Date | | :--- | :--- | :--- | :--- | | **Initial Public Offering (IPO)** | 50 million Class A common shares at $10.00 per share | $500 million | July 12, 2021 | | **Private Placement** | 1.45 million shares purchased by the Sponsor at $10.00 per share | $14.5 million | July 12, 2021 | - The initial business combination target must have a fair market value of at least **80%** of the net assets in the **trust account**[23](index=23&type=chunk) - The deadline for completing an initial business combination is **24 months** from IPO (July 12, 2023), extendable to **27 months** with a signed agreement, with failure resulting in **liquidation**[58](index=58&type=chunk)[59](index=59&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including failure to complete a business combination, new excise taxes, potential delisting, and conflicts of interest - The **primary risk** is failure to complete an initial business combination within **24-27 months**, leading to cessation of operations, redemption of public shares, and **mandatory liquidation**[118](index=118&type=chunk)[119](index=119&type=chunk) - A new **1% U.S. federal excise tax** on stock repurchases, effective after December 31, 2022, may reduce cash available for redemptions[142](index=142&type=chunk)[146](index=146&type=chunk) - The company risks being deemed an **investment company** under the **Investment Company Act** if a business combination is not completed within **24 months**, potentially requiring liquidation of trust assets into cash and reducing interest income[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The Sponsor and its affiliates have **significant conflicts of interest**, as their entire investment will be lost if a business combination is not completed, potentially incentivizing deals not in public shareholders' best interest[254](index=254&type=chunk)[256](index=256&type=chunk)[258](index=258&type=chunk) - Officers and directors have **fiduciary duties** to other entities, potentially presenting business opportunities to them before the company[246](index=246&type=chunk)[247](index=247&type=chunk) - The NYSE may **delist the company's securities** for failing to meet listing requirements, reducing liquidity and potentially classifying the stock as a **penny stock**[198](index=198&type=chunk)[200](index=200&type=chunk) [Item 1B. Unresolved Staff Comments](index=85&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are **no unresolved staff comments**[275](index=275&type=chunk) [Item 2. Properties](index=85&type=section&id=Item%202.%20Properties) The company's executive offices are in New York, with a **$30,000** monthly fee paid to a Sponsor affiliate for administrative services - The company's executive offices are located at 640 Fifth Avenue, 12th Floor, New York, NY 10019. An affiliate of the Sponsor is paid **$30,000** per month for this space and other administrative and support services[276](index=276&type=chunk) [Item 3. Legal Proceedings](index=85&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings or aware of any threatened proceedings - The company is not a party to any **material legal proceedings**[277](index=277&type=chunk) [Item 4. Mine Safety Disclosures](index=85&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Mine safety disclosures** are not applicable[278](index=278&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=85&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's **Class A common stock** trades on the NYSE, with **$500 million** from IPO proceeds in the **Trust Account** and no dividends paid pre-combination - The company's **Class A common stock** is traded on the New York Stock Exchange (NYSE) under the symbol "ALCC"[281](index=281&type=chunk) - The company has not paid any cash dividends and does not plan to do so prior to completing its initial business combination[283](index=283&type=chunk) - Of the gross proceeds from the IPO and private placement, **$500 million** was placed in the **Trust Account**, with total transaction costs of **$26.7 million**, including **$17.5 million** in **deferred underwriting fees**[287](index=287&type=chunk)[288](index=288&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=87&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a non-operating SPAC, reported **$3.9 million** net income in 2022, primarily from **Trust Account** interest, but faces **going concern** uncertainty due to its business combination deadline Results of Operations Summary | Metric | Year Ended Dec 31, 2022 ($) | Period Feb 1, 2021 - Dec 31, 2021 ($) | | :--- | :--- | :--- | | **Net Income (Loss)** | **$3.9 million** | **($1.1 million)** | | Interest Earned on Trust Account | $7.3 million | $117,677 | | Formation and Operational Costs | ($1.8 million) | ($1.2 million) | - As of December 31, 2022, the company held **$506.1 million** in **marketable securities** in the **Trust Account** and **$3.6 million** in cash for **working capital**[299](index=299&type=chunk)[302](index=302&type=chunk) - Management determined that potential for **mandatory liquidation** if a business combination is not completed by the July/October 2023 deadline raises **substantial doubt** about the Company's ability to continue as a **going concern**[305](index=305&type=chunk)[479](index=479&type=chunk) - The company has a **contractual obligation** to pay a Sponsor affiliate **$30,000** per month for services and a **$17.5 million** **deferred underwriting fee** payable upon business combination completion[307](index=307&type=chunk)[308](index=308&type=chunk) [Item 9A. Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2022, management concluded that the company's disclosure controls and internal control over financial reporting were **effective** with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective as of December 31, 2022**[317](index=317&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective as of December 31, 2022**, based on the COSO framework (2013)[318](index=318&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=94&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's directors and executive officers, board structure, and significant **conflicts of interest** from management's outside affiliations Key Directors and Executive Officers | Name | Age | Title | Key Affiliations | | :--- | :--- | :--- | :--- | | **Sam Altman** | 37 | Chief Executive Officer and Director | OpenAI, Y Combinator | | **Michael Klein** | 59 | Chairman of the Board of Directors | M. Klein and Company, CS First Boston, Churchill Capital SPACs | | **Jay Taragin** | 57 | Chief Financial Officer | M. Klein and Company, Churchill Capital SPACs | | **Frances Frei** | 59 | Director | Harvard Business School, Robinhood | | **Allison Green** | 37 | Director | SuRo Capital Corp. | | **Peter Lattman** | 52 | Director | Emerson Collective, The Atlantic | | **John L. Thornton** | 69 | Director | Barrick Gold, Ford Motor Company | - The board determined that Frances Frei, Allison Green, Peter Lattman, and John L. Thornton are **independent directors** under NYSE and SEC rules[337](index=337&type=chunk) - **Significant conflicts of interest** exist as officers and directors have **fiduciary duties** to other entities, requiring them to present business opportunities elsewhere first, with the company renouncing interest unless specifically offered[357](index=357&type=chunk)[363](index=363&type=chunk)[377](index=377&type=chunk) - The company adopted a **Code of Ethics and Corporate Governance Guidelines**, available on its website[355](index=355&type=chunk)[356](index=356&type=chunk) [Item 11. Executive Compensation](index=114&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers or directors receive cash compensation, but a Sponsor affiliate receives **$30,000** monthly for administrative services, with expenses reimbursed - No executive officers or directors have received any **cash compensation** for services rendered to the company[389](index=389&type=chunk) - An affiliate of the Sponsor is paid **$30,000** per month for office space and administrative services, ceasing upon a business combination or liquidation[389](index=389&type=chunk) - The Sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses incurred in connection with company activities[390](index=390&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management](index=114&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) AltC Sponsor LLC **beneficially owned 21.8%** of the company's common stock as of March 31, 2023, including all **Class B founder shares**, granting them **effective control** over director elections - AltC Sponsor LLC, controlled by Michael Klein, is the **beneficial owner** of **13.95 million** shares, representing **21.8%** of outstanding common stock, including **12.5 million Class B founder shares** and **1.45 million Class A private placement shares**[395](index=395&type=chunk)[398](index=398&type=chunk) - As the holder of all **founder shares**, the Sponsor has the right to elect all directors prior to the initial business combination[398](index=398&type=chunk) Beneficial Owners of More Than 5% | Owner | Shares of Class A | Percentage | | :--- | :--- | :--- | | AltC Sponsor LLC | 13.95 million | 21.8% | | Empyrean Capital Overseas Master Fund, Ltd. | 4.8 million | 9.4% | | Tiger Global Investments, L.P. | 4 million | 8.0% | | Magnetar Financial LLC | 3.4 million | 6.7% | | PEAK6 Capital Management LLC | 3.3 million | 6.4% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=118&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details **related party transactions**, including the Sponsor's purchase of **founder shares** and **private placement shares**, monthly administrative fees, and potential working capital loans - The Sponsor purchased **12.5 million founder shares** for an aggregate price of **$25,000**[401](index=401&type=chunk) - The Sponsor purchased **1.45 million private placement shares** at **$10.00** per share for a total of **$14.5 million**[403](index=403&type=chunk) - The company pays an affiliate of the Sponsor **$30,000** per month for office space and administrative services[408](index=408&type=chunk) - The Sponsor or its affiliates may loan the company up to **$1.5 million** for transaction costs, convertible into shares at **$10.00** per share upon a business combination[411](index=411&type=chunk) - The company's **audit committee** is responsible for reviewing and approving all **related party transactions**[418](index=418&type=chunk) [Item 14. Principal Accountant Fees and Services](index=124&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP is the principal accountant, with **audit fees** totaling **$86,005** in FY2022 and **$135,445** in FY2021, and all services are **pre-approved by the audit committee** Accountant Fees Paid to Marcum LLP | Fee Type | FY 2022 ($) | Period from Inception to FYE 2021 ($) | | :--- | :--- | :--- | | **Audit Fees** | $86,005 | $135,445 | | **Audit-Related Fees** | $0 | $0 | | **Tax Fees** | $0 | $0 | | **All Other Fees** | $0 | $0 | - The **audit committee** **pre-approves** all auditing and permitted non-audit services performed by the auditors[429](index=429&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=126&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K, including the **Report of the Independent Registered Public Accounting Firm**, **Balance Sheets**, and key corporate documents - This section contains the company's **financial statements** for the periods ended December 31, 2022 and 2021[430](index=430&type=chunk) - Filed exhibits include the **Amended and Restated Certificate of Incorporation**, **bylaws**, **Investment Management Trust Agreement**, **Registration Rights Agreement**, and various **certifications**[433](index=433&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=132&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP issued an opinion that the financial statements are **fairly presented** in accordance with **U.S. GAAP**, with an explanatory paragraph on **substantial doubt** about the company's **going concern** ability due to liquidation risk - The auditor, Marcum LLP, expressed the opinion that the **financial statements** are **fairly presented** in conformity with **U.S. GAAP**[446](index=446&type=chunk) - The audit report contains a "**Going Concern**" paragraph, noting that **mandatory liquidation** if a business combination is not completed by July 12, 2023, raises **substantial doubt** about the company's ability to continue operating[447](index=447&type=chunk) [Financial Statements Data](index=134&type=section&id=Financial%20Statements%20Data) The financial statements reflect the company as a **non-operating SPAC**, with **$510.1 million** in total assets, **$504.5 million** in redeemable **Class A common stock**, and **$3.9 million** in net income for 2022 Balance Sheet Summary (As of December 31, 2022) | Category | Amount ($) | | :--- | :--- | | **Total Assets** | **$510.1 million** | | Marketable securities held in Trust Account | $506.1 million | | **Total Liabilities** | **$19.4 million** | | Deferred underwriting fee payable | $17.5 million | | **Class A common stock subject to possible redemption** | **$504.5 million** | | **Total stockholders' deficit** | **($13.8 million)** | Statement of Operations Summary (Year Ended December 31, 2022) | Category | Amount ($) | | :--- | :--- | | Loss from operations | ($1.8 million) | | Interest earned on marketable securities | $7.3 million | | Provision for income taxes | ($1.5 million) | | **Net income** | **$3.9 million** | [Notes to Financial Statements](index=138&type=section&id=Notes%20to%20Financial%20Statements) The notes detail accounting policies, **related party transactions** with the Sponsor, **deferred underwriting fees**, classification of redeemable **Class A common stock** as **temporary equity**, and reiterate **going concern uncertainty** due to the business combination deadline and **1% excise tax** impact - The company must complete a Business Combination by July 12, 2023 (or October 12, 2023, with a signed agreement), or face **liquidation**, raising **substantial doubt** about its **going concern** ability[472](index=472&type=chunk)[479](index=479&type=chunk) - **Class A common stock** subject to possible redemption is classified as **temporary equity** and measured at its redemption value, totaling **$504.5 million** as of December 31, 2022[499](index=499&type=chunk)[501](index=501&type=chunk) - **Related party transactions** include the Sponsor's purchase of **12.5 million Founder Shares** for **$25,000** and a **$30,000** monthly **administrative services fee** paid to a Sponsor affiliate[514](index=514&type=chunk)[516](index=516&type=chunk) - The company has a commitment to pay a **deferred underwriting fee** of **$17.5 million** from the **Trust Account**, contingent upon the completion of a Business Combination[523](index=523&type=chunk)