AltC Acquisition Corp
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
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Item 15. Exhibits and Financial Statement Schedules
Item 15.Exhibits, Financial Statement Schedules.
| (1) | Financial Statements: |
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-6 |
| Consolidated Statements of Changes in Shareholders' Deficit | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 to F-20 |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits: |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Exhibit No. | | Description |
| 2.1 | | Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Merger Sub, Inc. and Oklo Inc. (filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023) |
| 3.1 | | Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 3.2 | | Certificate of Amendment to AltC’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023) |
| 3.3 | | Bylaws (incorporated by reference to the Exhibit 3.4 filed with the company’s registration statement on Form S-1 filed by the registrant on March 15, 2021) |
| 4.1 | | Specimen Class A Common Stock Certificate (incorporated by reference to the Exhibit 4.1 filed with the company’s registration statement on Form S-1 filed by the registrant on May 7, 2021) |
| 4.2 | | Description of Registrant’s Securities (incorporated by reference to the Exhibit 4.2 filed with the company’s annual report on Form 10-K filed by the registrant on March 31, 2022) |
| 10.1 | | Form of Letter Agreements, among the company and each of its officers and directors and the Sponsor (incorporated by reference to the Exhibit 10.5 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 10.2 | | Investment Management Trust Agreement, dated July 7, 2021, between the company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.2 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 10.3 | | Amendment to the Investment Management Trust Agreement, dated as of July 5, 2023, by and between AltC Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.6 filed with the company’s registration statement on Form S-4 filed by the registrant on September 27, 2023) |
| 10.4 | | Registration Rights Agreement, dated July 7, 2021, among the company and certain other security holders named therein (incorporated by reference to the Exhibit 10.3 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 10.5 | | Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC and certain other parties thereto (filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023) |
| 10.6 | | Private Placement Share Purchase Agreement, dated July 7, 2021, between the company and the Sponsor (incorporated by reference to the Exhibit 10.4 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 10.7 | | Form of Indemnity Agreements, among the company and each of its officers and directors (incorporated by reference to the Exhibit 10.5 filed with the company’s Current Report on Form 8-K filed on July 12, 2021) |
| 10.8 | | Administrative Services Agreement, dated July 7, 2021, between the company and an affiliate of the Sponsor (incorporated by reference to the Exhibit 10.6 filed with the company’s annual report on Form 10-K filed by the registrant on March 31, 2022) |
| 31.1* | | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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 |
| 97.1* | | Executive Compensation Clawback Policy, effective December 1, 2023 |
| 101.INS | | XBRL Instance 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 Labels Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * | Filed herewith. |
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| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
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