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 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 November 10, 2022, 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.

Table of Contents

ALTC ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three Months Ended September 30, 2022 and 2021, Nine Months Ended September 30, 2022 and for the Period from February 1, 2021 (inception) through September 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2022 and 2021, Nine Months Ended September 30, 2022 and for the Period from February 1, 2021 (inception) through September 30, 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from February 1, 2021 (inception) through September 30, 2021 (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	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

Part III. Signatures		25

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ALTC ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	2,589,181	$	3,337,050
Prepaid expenses		652,493		840,706
Total current assets		3,241,674		4,177,756

Prepaid expenses- long term		—		415,828
Marketable securities held in Trust Account		503,254,886		500,125,470
TOTAL ASSETS	$	506,496,560	$	504,719,054

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses	$	321,009	$	295,258
Accrued offering costs		—		12,770
Income taxes payable		626,686		2,416
Total current liabilities		947,695		310,444

Deferred legal fee		92,441		92,441
Deferred underwriting fee payable		17,500,000		17,500,000
Total liabilities	$	18,540,136	$	17,902,885

Commitments and contingencies (Note 6)

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of September 30, 2022 and December 31, 2021		501,366,624		500,000,000

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 September 30, 2022 and December 31, 2021		145		145
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		1,250		1,250
Additional paid-in capital		—		—
Accumulated deficit		(13,411,595)		(13,185,226)
Total Stockholders' Deficit		(13,410,200)		(13,183,831)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	506,496,560		504,719,054

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

ALTC ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the Period
							from February
							1, 2021
							(inception)
	Three Months Ended				Nine Months Ended		through
	September 30,				September 30,		September 30,
	2022		2021		2022		2021
Formation and operating costs	$	402,616	$	569,025	$	1,362,475	$	570,025
Loss from operations		(402,616)		(569,025)		(1,362,475)		(570,025)

Other income (expense):
Interest earned on marketable securities held in Trust Account		2,354,571		40,895		3,184,242		40,895
Unrealized gain (loss) on marketable securities held in Trust Account		56,746		(7,051)		(54,826)		(7,051)
Other income, net		2,411,317		33,844		3,129,416		33,844

Income (Loss) before provision for income taxes		2,008,701		(535,181)		1,766,941		(536,181)
Provision for income taxes		(534,571)		—		(626,686)		—
Net income (loss)	$	1,474,130	$	(535,181)	$	1,140,255	$	(536,181)

Basic and diluted weighted average shares outstanding, shares subject to redemption		50,000,000		43,956,044		50,000,000		19,047,619
Basic and diluted net income (loss) per share, shares subject to redemption	$	0.02	$	(0.01)	$	0.02	$	(0.02)

Basic and diluted weighted average shares outstanding, shares not subject to redemption		13,950,000		13,623,626		13,950,000		12,278,571
Basic and diluted net income (loss) per share, shares not subject to redemption	$	0.02	$	(0.01)	$	0.02	$	(0.02)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

ALTC ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,185,226)	$	(13,183,831)

Net loss	—		—	—		—		—		(388,236)		(388,236)

Balance – March 31, 2022	1,450,000		145	12,500,000		1,250		—		(13,573,462)		(13,572,067)

Net income	—		—	—		—		—		54,361		54,361

Balance – June 30, 2022	1,450,000		145	12,500,000		1,250		—		(13,519,101)		(13,517,706)

Re-Measurement for Class A common stock to redemption amount	—		—	—		—		—		(1,366,624)		(1,366,624)

Net income	—		—	—		—		—		1,474,130		1,474,130

Balance – September 30, 2022	1,450,000	$	145	12,500,000	$	1,250	$	—	$	(13,411,595)	$	(13,410,200)

THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 1, 2021 (INCEPTION)
THROUGH SEPTEMBER 30, 2021

Class A

Class B

Additional

Total

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance –February 1, 2021 (inception)

—

SEC Form 10-Q filed by AltC Acquisition Corp.