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 June 30, 2021

☐ 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 August 19, 2021, 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.	Interim Financial Statements

	Condensed Balance Sheet (Unaudited)	1

	Condensed Statements of Operations (Unaudited)	2

	Condensed Statement of Changes in Stockholder’s Equity (Unaudited)	3

	Condensed Statement of Cash Flows (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

Part II. Other Information

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	17

Part III. Signatures		18


ASSETS
Current assets - cash	$	205,935
Deferred offering costs		716,065
TOTAL ASSETS	$	922,000

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accrued expenses	$	1,000
Accrued offering costs		397,000
Promissory note - related party		500,000
Total Current Liabilities		898,000

Commitments (Note 6)

Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding⁽¹⁾		1,250
Additional paid-in capital		23,750
Accumulated deficit		(1,000)
Total Stockholder’s Equity		24,000
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	922,000


			For the
			Period from
			February 1,
			2021
			(inception)
	Three Months Ended		Through
	June 30,		June 30,
	2021		2021
Formation costs	$	—	$	1,000

Net loss	$	—	$	(1,000)

Basic and diluted weighted average shares outstanding ⁽¹⁾		11,250,000		11,250,000

Basic and diluted net loss per share	$	(0.00)	$	(0.00)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholder’s
	Shares	Amount		Capital		Deficit		Equity
Balance — February 1, 2021 (inception)	—	$	—	$	—	$	—	$	—

Class B Common Stock issued to the Sponsor⁽¹⁾	12,500,000		1,250		23,750		—		25,000

Net loss	—		—		—		(1,000)		(1,000)

Balance — March 31, 2021	12,500,000	$	1,250	$	23,750	$	(1,000)	$	24,000

Net loss	—		—		—		—		—

Balance – June 30, 2021	12,500,000	$	1,250	$	23,750	$	(1,000)	$	24,000


Cash Flows from Operating Activities:
Net loss	$	(1,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued expenses		1,000
Net cash used in operating activities	$	—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from promissory note - related party		500,000
Payment of deferred offering costs		(319,065)
Net cash provided by financing activities	$	205,935

Net Change in Cash	$	205,935
Cash — Beginning of period		—
Cash — End of period	$	205,935

Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	397,000


No.		Description of Exhibit
1.1		Underwriting Agreement, dated July 7, 2021, among the Company and Citigroup Global Markets Inc., as representative of the underwriters. (1)
3.1		Amended and Restated Certificate of Incorporation. (1)
10.1		Form of Letter Agreements, dated July 7, 2021, among the Company and each of its officers and directors and the Sponsor. (1)
10.2		Investment Management Trust Agreement, dated July 7, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.3		Registration Rights Agreement, dated July 7, 2021, among the Company and certain other security holders named therein. (1)
10.4		Private Placement Share Purchase Agreement, dated July 7, 2021, between the Company and the Sponsor. (1)
10.5		Form of Indemnity Agreements, dated July 7, 2021, among the Company and each of its officers and directors. (1)
10.6		Administrative Services Agreement, dated July 7, 2021, between the Company and an affiliate of the Sponsor. (1)
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
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

	ALTC ACQUISITION CORP.

Date: August 20, 2021	By:	/s/ Sam Altman
	Name:	Sam Altman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 20, 2021	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)