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, 2024

☐ 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 8, 2024, there were 30,600,521 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 Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March, 2024 and 2023 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

Part III. Signatures		27


	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets
Cash	$	420,807	$	1,628,692
Prepaid expenses		280,860		430,720
Total current assets		701,667		2,059,412

Marketable securities held in Trust Account		307,512,876		303,560,538
TOTAL ASSETS	$	308,214,543	$	305,619,950

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	939,100	$	526,952
Excise tax liability		2,159,147		2,159,147
Income taxes payable		1,459,162		805,086
Total current liabilities		4,557,409		3,491,185

Deferred tax liability		—		—
Deferred legal fee		92,441		92,441
Deferred underwriting fee payable		7,000,000		7,000,000
Total liabilities		11,649,850		10,583,626

Commitments and contingencies
Class A common stock subject to possible redemption, 29,150,521 and 29,150,521 shares at redemption value of approximately $10.46 and $10.41 at March 31, 2024 and December 31, 2023, respectively		304,911,595		303,415,774

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023, respectively		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 1,450,000 shares issued and outstanding (excluding 29,150,521 and 29,150,521 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		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, 2024 and December 31, 2023, respectively		1,250		1,250
Additional paid-in capital		6,443,978		7,939,799
Accumulated deficit		(14,792,275)		(16,320,644)
Total stockholders’ deficit		(8,346,902)		(8,379,450)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	308,214,543	$	305,619,950


	For the Three Months Ended
	March 31,
	2024		2023
Formation and operational costs	$	1,017,452	$	1,157,365
Loss from operations		(1,017,452)		(1,157,365)

Other income (expense):
Interest earned on marketable securities held in Trust Account		3,952,338		5,416,834
Unrealized loss on marketable securities held in Trust Account		—		(52,854)
Other income, net		3,952,338		5,363,980

Income before provision for income taxes		2,934,886		4,206,615
Provision for income taxes		(1,406,517)		(1,115,936)
Net income	$	1,528,369	$	3,090,679

Basic and diluted weighted average shares outstanding, shares subject to redemption		29,150,521		50,000,000
Basic and diluted net income per share, shares subject to redemption	$	0.04	$	0.05

Basic and diluted weighted average shares outstanding, shares not subject to redemption		13,950,000		13,950,000
Basic and diluted net income per share, shares not subject to redemption	$	0.04	$	0.05


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	1,450,000	$	145	12,500,000	$	1,250	$	7,939,799	$	(16,320,644)	$	(8,379,450)

Re-measurement for Class A common stock to redemption amount	—		—	—		—		(1,495,821)		—		(1,495,821)

Net income	—		—	—		—		—		1,528,369		1,528,369

Balance – March 31, 2024	1,450,000	$	145	12,500,000	$	1,250	$	6,443,978	$	(14,792,275)	$	(8,346,902)


	For the Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	1,528,369	$	3,090,679
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(3,952,338)		(5,416,834)
Unrealized loss on marketable securities held in Trust Account		—		52,854
Deferred tax (benefit) provision		—		(294,084)
Changes in operating assets and liabilities:
Prepaid expenses		149,860		146,664
Accrued expenses		412,148		331,764
Income taxes payable		654,076		1,410,020
Net cash used in operating activities		(1,207,885)		(678,937)

Net change in cash		(1,207,885)		(678,937)
Cash – Beginning of period		1,628,692		3,577,359
Cash – End of period	$	420,807	$	2,898,422

Non-cash investing and financing activities:
Remeasurement for Class A common stock to redemption amount	$	1,495,821	$	3,216,277


Class A common stock subject to possible redemption, December 31, 2022		504,544,687
Less:
Redemptions		(215,914,673)
Plus:
Remeasurement of carrying value to redemption value		14,785,760
Class A common stock subject to possible redemption, December 31, 2023		303,415,774
Plus:
Remeasurement of carrying value to redemption value		1,495,821
Class A common stock subject to possible redemption, March 31, 2024	$	304,911,595


		March 31,		December 31,
Description	Level	2024		2023
Assets:
Marketable securities held in Trust Account	1	$	—	$	—


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 8, 2024	By:	/s/ Sam Altman
	Name:	Sam Altman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 8, 2024	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.