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, 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

ALTC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2292473

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

640 Fifth Avenue, 12th Floor

New York, NY 10019

(Address of principal executive offices)

(212) 380-7500

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 15, 2023, there were 51,450,000 shares of Class A common stock, $0.0001 par value, and 12,500,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1

	Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	3

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

Part II. Other Information

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

Part III. Signatures		23


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash	$	2,898,422	$	3,577,359
Prepaid expenses		274,164		420,828
Total current assets		3,172,586		3,998,187

Marketable securities held in Trust Account		511,504,060		506,140,080
TOTAL ASSETS	$	514,676,646	$	510,138,267

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	661,295	$	303,257
Income taxes payable		2,590,292		1,180,272
Total current liabilities		3,251,587		1,483,529

Deferred tax liability		—		294,084
Deferred legal fee		92,441		118,715
Deferred underwriting fee payable		17,500,000		17,500,000
Total liabilities		20,844,028		19,396,328

Commitments and contingencies (Note 6)

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of approximately $10.16 and $10.09 as of March 31, 2023 and December 31, 2022, respectively		507,760,964		504,544,687

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 1,450,000 shares issued and outstanding (excluding 50,000,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022		145		145
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		1,250		1,250
Additional paid-in capital		—		—
Accumulated deficit		(13,929,741)		(13,804,143)
Total Stockholders’ Deficit		(13,928,346)		(13,802,748)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	514,676,646		510,138,267






	Three Months Ended
	March 31,
	2023		2022
Formation and operating costs	$	1,157,365	$	529,115
Loss from operations		(1,157,365)		(529,115)

Other income:
Interest earned on marketable securities held in Trust Account		5,416,834		126,301
Unrealized (loss) gain on marketable securities held in Trust Account		(52,854)		14,578
Other income, net		5,363,980		140,879

Income (loss) before provision for income taxes		4,206,615		(388,236)
Provision for income taxes		(1,115,936)		—
Net income (loss)	$	3,090,679	$	(388,236)

Basic and diluted weighted average shares outstanding, shares subject to redemption		50,000,000		50,000,000
Basic and diluted net income (loss) per share, shares subject to redemption	$	0.05	$	(0.01)

Basic and diluted weighted average shares outstanding, shares not subject to redemption		13,950,000		13,950,000
Basic and diluted net income (loss) per share, shares not subject to redemption	$	0.05	$	(0.01)


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2023	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,804,143)	$	(13,802,748)

Re-measurement for Class A common stock to redemption amount	—		—	—		—		—		(3,216,277)		(3,216,277)

Net income	—		—	—		—		—		3,090,679		3,090,679

Balance – March 31, 2023	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,929,741)	$	(13,928,346)


Gross proceeds	$	500,000,000
Less:
Class A common stock issuance costs		(26,652,125)
Plus:
Remeasurement of carrying value to redemption value		31,196,812
Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Plus:
Re-Measurement of carrying value to redemption value		3,216,277
Class A common stock subject to possible redemption, March 31, 2023	$	507,760,964


		March 31,		December 31,
Description	Level	2023		2022
Assets:
Marketable securities held in Trust Account	1	$	511,504,060	$	506,140,080


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101)

	ALTC ACQUISITION CORP.

Date: May 15, 2023	By:	/s/ Sam Altman
	Name:	Sam Altman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

SEC Form 10-Q filed by AltC Acquisition Corp.