Oklo(OKLO) - 2023 Q1 - Quarterly Report

Part I. Financial Information Financial Statements The unaudited statements show a pre-combination SPAC with assets primarily in a trust account and a going concern risk Condensed Balance Sheets 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 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 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 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][57] - 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][77] - The company pays an affiliate of the Sponsor $30,000 per month for office space, administrative, and support services[15][133] - Upon closing the IPO, $500 million was placed in a Trust Account and invested in U.S. government securities[24] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][198] - Management has determined that the potential mandatory liquidation raises substantial doubt about the Company's ability to continue as a going concern[178] 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 This disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies[185] Controls and Procedures 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] - No material changes in internal control over financial reporting occurred during the quarter[187] Part II. Other Information Legal Proceedings The company reports no current legal proceedings - There are no legal proceedings to report[188] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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][216] - The Sponsor simultaneously purchased 1,450,000 Private Placement Shares for a total of $14.5 million[26] - A total of $500 million from the IPO and Private Placement was deposited into the Trust Account[212] Exhibits 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][219] 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]