UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Title of each class | Trading Symbol(s) |
Name of each exchange on
which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, at the special meeting of AltC Acquisition Corp.’s (“AltC”) stockholders (the “Stockholders”) held on October 5, 2023 (the “Special Meeting”), the Stockholders approved an amendment to AltC’s amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which AltC has to consummate an initial business combination from October 12, 2023 to July 12, 2024 (or such earlier date as determined by AltC’s board of directors).
AltC filed the Charter Amendment with the Secretary of State of the State of Delaware on October 11, 2023. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 which is incorporated herein by reference.
| Item 8.01 | Other Events. |
The information disclosed under Item 5.03 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
Redemptions
In connection with the vote to approve the proposal to adopt the Charter Amendment at the Special Meeting, holders of 20,849,479 shares of Class A common stock, par value $0.0001 per share, of AltC (“Class A Shares”) exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for a total aggregate redemption amount of approximately $215.91 million (the “Extension Redemption”). As a result, approximately $215.91 million will be removed from AltC’s trust account (the “Trust Account”) to redeem such shares.
After giving effect to the Extension Redemption, (i) a total of 30,600,521 Class A Shares will remain outstanding, comprised of (a) 29,150,521 Class A Shares which were sold in AltC’s initial public offering, all of which have redemption rights in connection with a stockholder vote to approve AltC’s initial business combination (the “Business Combination Vote”) and (b) 1,450,000 Class A Shares held by AltC’s sponsor, none of which have redemption rights in connection with the Business Combination Vote, and (ii) approximately $301.88 million will remain in the Trust Account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Amendment to AltC’s Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File-Embedded within the inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 11, 2023
| ALTC ACQUISITION CORP. | ||
| By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
aLTC ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
1. The undersigned, being a duly authorized officer of ALTC ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
2. The name of the Corporation is AltC Acquisition Corp.
3. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 1, 2021 and was amended on February 24, 2021. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 12, 2021.
4. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
5. This Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
6. The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
“Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the amounts withdrawn to fund the Corporation’s working capital requirements, to the extent set forth in the Registration Statement, and/or to pay the Corporation’s taxes (“Permitted Withdrawals”), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by July 12, 2024 (or such earlier date as determined by the Board) (the “Completion Window”) or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 11th day of October, 2023.
| ALTC ACQUISITION CORP. | ||
| By: |
/s/ Jay Taragin | |
| Name: Jay Taragin | ||
| Title: Chief Financial Officer | ||
Cover |
Oct. 11, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 11, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-40583 |
| Entity Registrant Name | ALTC ACQUISITION CORP. |
| Entity Central Index Key | 0001849056 |
| Entity Tax Identification Number | 86-2292473 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 640 Fifth Avenue |
| Entity Address, Address Line Two | 12th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10019 |
| City Area Code | 212 |
| Local Phone Number | 380-7500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share |
| Trading Symbol | ALCC |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |