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)

Part I. Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The SPAC reported **$506.5 million** in total assets, primarily from Trust Account securities, with **$1.14 million** net income for nine months, and faces going concern uncertainty due to its business combination deadline [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2022, the company held **$503.3 million** in Trust Account securities, with total assets of **$506.5 million**, liabilities of **$18.5 million**, and a stockholders' deficit of **$13.4 million** Condensed Balance Sheet Data (Unaudited) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,589,181 | $3,337,050 | | Marketable securities held in Trust Account | $503,254,886 | $500,125,470 | | **Total Assets** | **$506,496,560** | **$504,719,054** | | **Liabilities & Stockholders' Deficit** | | | | Total liabilities | $18,540,136 | $17,902,885 | | Class A common stock subject to possible redemption | $501,366,624 | $500,000,000 | | Total Stockholders' Deficit | $(13,410,200) | $(13,183,831) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the three months ended September 30, 2022, was **$1.47 million**, driven by **$2.35 million** in Trust Account interest, contrasting with a **$0.54 million** net loss in the prior year period Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period from Feb 1, 2021 to Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Interest earned on Trust Account | $2,354,571 | $40,895 | $3,184,242 | $40,895 | | Loss from operations | $(402,616) | $(569,025) | $(1,362,475) | $(570,025) | | **Net Income (Loss)** | **$1,474,130** | **$(535,181)** | **$1,140,255** | **$(536,181)** | | Basic and diluted net income (loss) per share | $0.02 | $(0.01) | $0.02 | $(0.02) | [Condensed Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The stockholders' deficit increased from **$13.18 million** to **$13.41 million** as of September 30, 2022, due to a **$1.37 million** re-measurement adjustment offsetting **$1.14 million** in net income - The accumulated deficit was **$(13,411,595)** as of September 30, 2022, compared to **$(13,185,226)** at the start of the year[13](index=13&type=chunk) - A re-measurement of Class A common stock to its redemption value resulted in a charge of **$1,366,624** against the accumulated deficit during the third quarter of 2022[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$747,869** for the nine months ended September 30, 2022, with no investing or financing cash flows, leading to a cash balance decrease to **$2.59 million** Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Period from Feb 1, 2021 to Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(747,869) | $(1,775,680) | | Net cash used in investing activities | $— | $(500,000,000) | | Net cash provided by financing activities | $— | $505,217,230 | | **Net Change in Cash** | **$(747,869)** | **$3,441,550** | | **Cash – End of period** | **$2,589,181** | **$3,441,550** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC formation, IPO, and Trust Account balance of **$503.3 million**, highlighting a going concern due to the July 12, 2023 business combination deadline and potential impact of the Inflation Reduction Act - The company was formed to effect a business combination and has not commenced any operations, with all activity relating to its formation, IPO, and search for a target[19](index=19&type=chunk)[20](index=20&type=chunk) - The company consummated its IPO of **50,000,000 Public Shares** at **$10.00 per share** on July 12, 2021, generating gross proceeds of **$500 million**, which were placed in a Trust Account[21](index=21&type=chunk)[23](index=23&type=chunk) - Management has determined that the potential mandatory liquidation if a business combination is not consummated by **July 12, 2023** (or **October 12, 2023** with an LOI) raises substantial doubt about the company's ability to continue as a going concern[35](index=35&type=chunk)[36](index=36&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases after **December 31, 2022**, which may apply to redemptions in connection with a business combination or liquidation, potentially reducing cash available to stockholders[39](index=39&type=chunk)[40](index=40&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank-check status, with net income from Trust Account interest, highlighting liquidity and going concern uncertainty due to the business combination deadline - The company is a blank check company with its activities limited to organizational tasks, preparing for the IPO, and searching for a business combination target[93](index=93&type=chunk)[94](index=94&type=chunk) - As of September 30, 2022, the company had **$2,589,181** in cash outside the Trust Account for working capital purposes[102](index=102&type=chunk) - The company has until **July 12, 2023** (or **October 12, 2023**, with a definitive agreement) to consummate a Business Combination, otherwise it will face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[106](index=106&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Net income for Q3 2022 was **$1.47 million**, a turnaround from a **$535,181** net loss in Q3 2021, primarily due to **$2.41 million** in Trust Account interest offsetting operating costs Results of Operations Comparison | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Q3 2022** | $1,474,130 | Interest income of $2.35M, offset by operating costs of $403k and taxes of $535k | | **Q3 2021** | $(535,181) | Operating costs of $569k, with minimal interest income | | **Nine Months 2022** | $1,140,255 | Interest income of $3.18M, offset by operating costs of $1.36M and taxes of $627k | | **Inception to Sep 30, 2021** | $(536,181) | Operating costs of $570k, with minimal interest income | [Liquidity, Capital Resources and Going Concern](index=29&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) Liquidity is primarily from IPO proceeds, with **$503.3 million** in the Trust Account and **$2.6 million** cash for working capital, but the July 12, 2023 business combination deadline poses a significant going concern risk - Following the IPO, **$500 million** was placed in the Trust Account, with the balance growing to **$503,254,886** as of September 30, 2022, due to interest income[99](index=99&type=chunk)[100](index=100&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans up to **$1.5 million**, which can be converted into shares at **$10.00 per share** upon a business combination[103](index=103&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures on quantitative and qualitative market risk - The company is a smaller reporting company and is not required to provide this disclosure[112](index=112&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[114](index=114&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[115](index=115&type=chunk) Part II. Other Information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[117](index=117&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the Inflation Reduction Act's **1% excise tax** on stock redemptions and the potential of being deemed an investment company if a business combination is not completed within the proposed 24-month safe harbor - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases by publicly traded U.S. corporations starting in **2023**, which could apply to redemptions in connection with a business combination or liquidation, potentially reducing stockholder returns[118](index=118&type=chunk)[119](index=119&type=chunk) - Proposed SEC rules (the "**2022 Proposed Rules**") could materially adversely affect the company's ability to complete a business combination and may increase costs and time[121](index=121&type=chunk) - There is a risk the company could be deemed an investment company under the Investment Company Act if it does not complete its business combination within the proposed **24-month safe harbor timeline**, which could restrict activities and force liquidation[123](index=123&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - To mitigate the investment company risk, the company may liquidate the U.S. government securities in the Trust Account and hold cash, which would result in minimal interest income and reduce the amount available for redemption[132](index=132&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of **$500 million** gross IPO proceeds and **$14.5 million** from private placement shares, with **$500 million** placed in the Trust Account - Simultaneously with the IPO, the Sponsor purchased **1,450,000 Private Placement Shares** at **$10.00 per share** for a total of **$14,500,000** in a private placement exempt from registration under Section 4(a)(2) of the Securities Act[134](index=134&type=chunk) - Gross proceeds of **$500 million** from the IPO and private placement were placed in the Trust Account, with transaction costs totaling **$26,652,125** and **$5,285,860** held outside the trust for working capital[134](index=134&type=chunk)[135](index=135&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[135](index=135&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[135](index=135&type=chunk) [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company disclosed that Michael Klein, Chairman of the Board, is anticipated to be appointed CEO designate of CS First Boston in 2023 following Credit Suisse's restructuring - It is anticipated that **Michael Klein**, Chairman of the Board, will be appointed CEO designate of **CS First Boston** in **2023**, following a restructuring announcement by Credit Suisse Group AG[135](index=135&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including CEO and CFO certifications and XBRL data files Signatures [Signatures](index=41&type=section&id=Signatures) The report was signed and authorized on November 10, 2022, by Sam Altman, CEO, and Jay Taragin, CFO - The Form 10-Q was signed on **November 10, 2022**, by **Sam Altman (CEO)** and **Jay Taragin (CFO)**[140](index=140&type=chunk)