FORM 10-Q 640 Fifth Avenue, 12th Floor New York, NY 10019 (Address of principal executive offices) Table of Contents | --- | --- | --- | --- | --- | --- | |-----------------------------------------------------------------|------------------------|--------------|------------------------------------|-------|-----------------------| | | | | March 31, 2024 \n(unaudited) | | December 31, 2023 | | | | | | | | | | | $ | 420,807 | $ | 1,628,692 | | | | | 280,860 | | 430,720 | | | | | 701,667 | | 2,059,412 | | | | | ...

If we seek stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the c ...

Table of Contents AltC Acquisition Corp. (the "Company") was incorporated in Delaware on February 1, 2021. 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"). 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 ...

ALTC ACQUISITION CORP. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------------------------------------------------------|-------------------------------------|-------------------|--------------|----------------------------------------|---------------------------------|-------|----------------------------------------|-----------------------------------------|-----------------------------------------------| | Bala ...

Part I. Financial Information [Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The unaudited statements show a pre-combination SPAC with assets primarily in a trust account and a going concern risk [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet is dominated by marketable securities in trust, with a stockholders' deficit due to redeemable stock Condensed Balance Sheet Highlights (as of March 31, 2023) | Metric | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,898,422 | $3,577,359 | | Marketable securities held in Trust Account | $511,504,060 | $506,140,080 | | **Total Assets** | **$514,676,646** | **$510,138,267** | | **Liabilities & Stockholders' Deficit** | | | | Total Liabilities | $20,844,028 | $19,396,328 | | Class A common stock subject to possible redemption | $507,760,964 | $504,544,687 | | Total Stockholders' Deficit | $(13,928,346) | $(13,802,748) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The company shifted from a net loss to a net income in Q1 2023, driven by interest earned on trust account securities Statements of Operations Summary (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Loss from operations | $(1,157,365) | $(529,115) | | Interest earned on marketable securities | $5,416,834 | $126,301 | | Income (loss) before income taxes | $4,206,615 | $(388,236) | | **Net Income (Loss)** | **$3,090,679** | **$(388,236)** | | Basic and diluted net income (loss) per share | $0.05 | $(0.01) | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash was used in operating activities to fund expenses, resulting in a decrease in the company's cash position Cash Flow from Operating Activities (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(678,937) | $(152,804) | | Cash – End of period | $2,898,422 | $3,184,246 | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, going concern uncertainty, accounting policies, and related-party transactions - The company was formed to effect a Business Combination and **has not commenced any operations**, with all activity related to its formation and search for a target[20](index=20&type=chunk)[57](index=57&type=chunk) - Management has identified a **going concern risk** due to the potential mandatory liquidation if a Business Combination is not completed by the July 2023 deadline[34](index=34&type=chunk)[77](index=77&type=chunk) - The company pays an affiliate of the Sponsor **$30,000 per month** for office space, administrative, and support services[15](index=15&type=chunk)[133](index=133&type=chunk) - Upon closing the IPO, **$500 million** was placed in a Trust Account and invested in U.S. government securities[24](index=24&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, reliance on interest income, and the significant going concern risk - The company is a blank check company whose activities are limited to organizational tasks and identifying a target for a Business Combination[150](index=150&type=chunk)[198](index=198&type=chunk) - Management has determined that the potential mandatory liquidation raises **substantial doubt about the Company's ability to continue as a going concern**[178](index=178&type=chunk) Results of Operations Comparison (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (Loss) | $3,090,679 | $(388,236) | | Key Driver | Interest income of $5.4M | Interest income of $0.1M | [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is **not required** for smaller reporting companies[185](index=185&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective with no material changes in internal control - Based on an evaluation as of March 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were **effective**[186](index=186&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter[187](index=187&type=chunk) Part II. Other Information [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - There are **no legal proceedings** to report[188](index=188&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors have occurred - As of the date of this report, there have been **no material changes** to the risk factors disclosed in the Annual Report on Form 10-K[211](index=211&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO proceeds of $500 million and the concurrent private placement to the Sponsor - On July 12, 2021, the company completed its IPO of 50,000,000 Public Shares, generating gross proceeds of **$500 million**[10](index=10&type=chunk)[216](index=216&type=chunk) - The Sponsor simultaneously purchased 1,450,000 Private Placement Shares for a total of **$14.5 million**[26](index=26&type=chunk) - A total of **$500 million** from the IPO and Private Placement was deposited into the Trust Account[212](index=212&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including officer certifications and XBRL data - The report includes a list of filed exhibits, such as **CEO and CFO certifications** and XBRL interactive data files[30](index=30&type=chunk)[219](index=219&type=chunk) [Signatures](index=35&type=section&id=Signatures) The report is duly signed and authorized by the Chief Executive Officer and Chief Financial Officer - The report was signed on May 15, 2023, by **Sam Altman (CEO)** and **Jay Taragin (CFO)**[31](index=31&type=chunk)

UNITED STATES Washington, D.C. 20549 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 (Exact Name of Registrant as Specified in Its Charter) Table of Contents Item 6. [Reserved]. 44 Item 7. Management's Discussion and Analysis of Financial Condition and Res ...

Table of Contents Title of each class Trading Symbol(s) Name of each exchange on which registered Shares of Class A common stock, par value $0.0001 per share ALCC The New York Stock Exchange UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th ...

Table of Contents Title of each class Trading Symbol(s) Name of each exchange on which registered Shares of Class A common stock, par value $0.0001 per share ALCC The New York Stock Exchange UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra ...

Table of Contents | --- | --- | --- | |-----------------------------------------------------|-------|-----------------------------| | | | | | Shares of Class A common stock, par value $0.0001 | ALCC | The New York Stock Exchange | | per share | | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ 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 ALTC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2292473 (State or ...