Customer Agreements and Partnerships - Oklo has built a customer pipeline of approximately 14 GW, including a landmark agreement with Switch for 12 GW of power, marking one of the largest corporate power agreements in history[10] - The company signed a Letter of Intent with Equinix for 500 MW, which includes a $25 million pre-payment, and additional agreements with Prometheus Hyperscale for 100 MW and Diamondback Energy for 50 MW[10] - The company is partnering with RPower to provide a natural gas bridge to nuclear power, ensuring immediate and long-term energy solutions for customers[20] Operational Developments - Oklo completed the acquisition of Atomic Alchemy, enabling accelerated radioisotope production, with potential revenue generation starting as early as 2026[25] - The company is on track to deliver its first commercial powerhouse by the end of 2027, having secured key U.S. Department of Energy approvals and begun site characterization efforts[40] - Oklo's advanced reactors can scale from 15 MW to 75 MW, allowing for flexible deployment to meet diverse customer power needs[15] - Oklo has designated Siemens Energy as its preferred supplier of power conversion technology, enhancing its operational capabilities[10] - Oklo's modular approach allows for incremental energy production, reducing supply chain and execution risks while enabling a build-own-operate model[15] Financial Performance - Full year cash used in operations was $38.4 million, which is below the forecasted range of $40-50 million[10] - Oklo reported a full-year loss from operations of $52.8 million for 2024, which was at the low end of the forecast range of $40-$50 million[45] - The net loss for 2024 was $73.6 million, including $27.9 million in fair market value charges on SAFE notes prior to conversion[45] - Cash used in operating activities amounted to $38.4 million, with year-end cash and marketable securities totaling $275.3 million[45] - Research and development expenses increased to $26.7 million in 2024, up from $9.8 million in 2023[48] - Total current assets rose significantly to $231.9 million in 2024, compared to $14.2 million in 2023[46] - The company completed a business combination with AltC Acquisition Corp., receiving $276 million in proceeds net of fees[44] - Oklo's total assets reached $281.7 million by the end of 2024, a substantial increase from $14.9 million in 2023[46] - The company plans to utilize its cash reserves to support the deployment of its first powerhouse and fuel recycling activities[45] - Oklo's net loss per share for 2024 was $(0.74), compared to $(0.47) in 2023[48] Licensing and Regulatory Efforts - The company is focused on streamlining licensing processes, aiming for a 6-month licensing timeline for its custom COLA[43] - The company is advancing plans for a commercial-scale fuel recycling facility, which will utilize existing used nuclear fuel reserves totaling 94,000 metric tons[30]

Operational Risks and Challenges - The company has not yet constructed any powerhouses or entered into binding contracts with customers for electricity or heat delivery, which poses significant operational risks [58]. - The company is an early-stage entity with a history of financial losses and expects to incur significant expenses and continuing losses until its powerhouses become commercially viable [64]. - The company relies on high-assay low-enriched uranium (HALEU) for its powerhouses, which is currently not available at scale, potentially affecting fuel manufacturing and power production [72]. - The company faces challenges in scaling its supply base to meet production levels necessary for sales projections, which could hinder operational capabilities [58]. - The company’s construction and delivery timelines for powerhouses may increase due to factors such as contractor performance and procurement challenges [65]. - The company’s ability to secure HALEU supplies is contingent on regulatory approvals and may require significant government assistance, impacting operational timelines [73]. - The company relies on third-party manufacturers for production, which poses risks related to timeline, cost, and financing, potentially impacting projected sales revenues [76]. - Limited suppliers for specialized materials may hinder the ability to meet manufacturing needs, leading to increased production costs and delays [78]. - The company anticipates challenges in scaling up fuel recycling capacity and sourcing adequate raw materials, which could adversely affect financial and operational results [101]. - The company has not received any approval or licensing for its powerhouses and must navigate complex regulatory processes, which could delay operations and impact financial performance [161]. Financial Projections and Funding - The company anticipates that its operating expenses will increase over the next several years, necessitating additional capital from external sources [64]. - The company expects to require additional funding to support operations and growth plans due to ongoing operating expenditures and recurring losses [206]. - The company does not anticipate generating meaningful revenue until the development and commercialization of the Aurora product line are finalized [207]. - The company may need to delay or discontinue some research and development programs if adequate funding is not available [202]. - The company’s financial results may vary significantly from quarter to quarter due to factors such as customer contract terms and demand variability [212]. - The company’s business plan relies on government policies and incentives, which, if changed or eliminated, could adversely impact financial conditions [204]. - The company’s ability to raise additional capital may be limited, affecting its capacity to invest in growth opportunities [202]. Market and Competitive Landscape - The market for alternative carbon-free energy generation technologies may grow more slowly than expected, impacting the demand for the company's powerhouses and profitability [104]. - The company faces competition from existing and new technologies, which could lead to downward pressure on prices and reduced margins [106]. - The cost of electricity generated from the company's powerhouses may not be competitive with other energy sources, limiting the ability to charge a premium [110]. - Public perception of nuclear energy is critical for the company's business model, and negative incidents could materially damage demand and regulatory conditions [120]. Regulatory and Compliance Issues - The company must navigate complex regulatory environments and public sentiment, which can delay project timelines and increase operational costs [118]. - The company is subject to evolving laws and regulations regarding data privacy and security, which could require significant operational changes and incur costs [141]. - The company is subject to stringent U.S. export control laws, and failure to comply could adversely affect business prospects and financial condition [185]. - The company may face substantial fines and enforcement actions for non-compliance with environmental, health, and safety laws, which could materially affect operations [191]. - The company has been working to address technical and policy matters for its COLA application, but there is no guarantee that it will meet the expected timeline for submission or approval [166]. - The NRC's existing framework has not been applied to license a commercial nuclear fuel recycling facility, creating uncertainty regarding the timeline for development [169]. - Changes in federal, state, and local government policies could significantly impact the company's operations and business plans, including regulatory oversight and financial incentives [173]. Intellectual Property and Cybersecurity - The company relies on a combination of patents, trademarks, copyrights, and trade secret laws to protect its intellectual property, but faces challenges in enforcing these rights [123]. - Patent applications may not result in issued patents due to complexities in patentability, which could adversely affect the company's competitive position [124]. - The company may need to defend against intellectual property infringement claims, which could incur substantial costs and divert management's focus [130]. - Cybersecurity risks pose a significant threat to the company's IT systems, potentially leading to data breaches and reputational damage [136]. Economic and Global Factors - Inflation and rising costs may disproportionately impact the company, affecting its competitiveness and ability to operate fuel fabrication and recycling facilities [142]. - Uncertain global macroeconomic and political conditions could materially adversely affect the company's business prospects, financial condition, results of operations, and cash flows [143]. - The ongoing military conflict in Ukraine has led to sanctions that present potential supply chain risks, particularly affecting the availability and cost of HALEU, which could increase uranium enrichment service costs [145]. - Global supply chain disruptions have increasingly affected the availability and cost of materials, which may result in delays in equipment deliveries and cost escalations [146]. - The company's cost estimates are highly sensitive to broader economic factors, and significant changes in capital and operating costs may occur due to various unpredictable factors [147]. Corporate Governance and Internal Controls - A material weakness in internal control over financial reporting has been identified, specifically related to complex accounting matters associated with the business combination with AltC [229]. - The company plans to improve processes and controls regarding third-party information review and amendments to agreements to remediate the identified material weakness [231]. - Failure to effectively implement controls required by Section 404 of the Sarbanes-Oxley Act could negatively impact the company's business and investor confidence [228]. - The company is subject to increased regulatory compliance and reporting requirements as a public entity, which may strain its management resources [228]. - Provisions in the company's bylaws may discourage or delay transactions involving a change in control, potentially affecting minority stockholders [224]. - The company has limitations on cumulative voting in director elections, which restricts minority stockholders' influence [225]. - The existence of certain provisions may adversely affect the market price of the company's common stock if perceived as discouraging takeover attempts [224].

Customer Pipeline and Market Demand - Oklo's total announced customer pipeline has increased to 2,100 Megawatts, a 200% increase since the business combination announcement in July 2023[3]. - The projected demand for AI power is expected to outpace server capacity by 2030, highlighting the need for reliable energy solutions[5]. - Major tech companies like Microsoft, Google, and Amazon are increasingly turning to nuclear energy due to the rapid growth in data center power needs[4]. - The market for medical radioisotopes is estimated to reach $55.7 billion by 2026, indicating significant revenue opportunities for Oklo's integrated production[11]. Regulatory Approvals and Licensing - The company secured an environmental compliance permit for its Idaho site, confirming no significant environmental impacts[3]. - The Aurora Fuel Fabrication Facility received DOE approval for its Conceptual Safety Design Report, enabling the use of recovered nuclear material as fuel[15]. - Oklo plans to submit its combined license application to the U.S. Nuclear Regulatory Commission in the first half of 2025, aiming for expedited approvals[16]. - The NRC's proposed rule changes could allow for quicker approvals of follow-on reactors, enabling Oklo to scale operations more rapidly[16]. - The ADVANCE Act may reduce licensing costs for advanced reactor applicants by over 50%[18]. - Oklo is positioned to receive regulatory awards that could make licensing early plants essentially free[18]. - The U.S. Department of Energy has approved Oklo's fuel fabrication facility design concept, marking a significant milestone[32]. Financial Performance and Projections - Year-to-date cash used in operations is $24.9 million, with a net loss of $63.3 million, including a $2.2 million increase in working capital[19]. - Full year 2024 operating loss estimate remains between $40 million and $50 million[19]. - Cash and marketable securities at the end of Q3 totaled $288.5 million, consisting of $91.8 million in cash and cash equivalents and $196.7 million in marketable securities[23]. - Year-to-date loss from operations is $37.4 million, which includes $10.8 million in non-cash stock-based compensation[22]. - Total operating expenses for the nine months ended September 30, 2024, reached $37.4 million, compared to $11.4 million for the same period in 2023[25]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $24.9 million, up from $10.4 million in 2023[26]. - The company expects to meet its operating loss guidance for 2024, aligning with prior estimates[22]. - The company reported a net loss attributable to common stockholders of $551.3 million for the nine months ended September 30, 2024[25]. Strategic Initiatives and Partnerships - Oklo signed a term sheet to acquire Atomic Alchemy in a $25 million all-stock transaction, which will enhance its technology for extracting radioisotopes[3]. - Oklo's projects focus on nuclear fuel recycling, aiming to enhance environmental benefits and operational efficiency[29]. - Oklo is actively pursuing partnerships, including a potential agreement with Atomic Alchemy, which could enhance operational capabilities[30]. - The company is focused on expanding its market presence in the nuclear energy sector, which is projected to grow significantly by 2050[32]. - Oklo's strategic initiatives include exploring new technologies and products to enhance its competitive edge in the nuclear energy market[29]. Risks and Uncertainties - The company is currently navigating an emerging market with no commercial projects operating, which presents both opportunities and risks[30]. - Regulatory uncertainties and the potential need for financing to construct plants are significant risk factors affecting future results[30]. - Oklo's forward-looking statements are based on current expectations and may differ materially due to various risks and uncertainties[31]. - The company is committed to updating stakeholders on any significant developments affecting its operations and market strategies[31]. - Oklo's financial condition and liquidity are under continuous assessment to support future growth strategies[29].

Business Development and Expansion - The company plans to deploy its first Aurora powerhouse by 2027, targeting a capacity of over 2,100 MWe, which represents nearly a 200% increase since the business combination announcement in July 2023[144]. - The company has secured a site use permit from the U.S. Department of Energy for the Idaho National Laboratory and received a fuel award for a commercial Aurora powerhouse[143]. - The company estimates that there is enough energy in the form of nuclear waste globally to meet the projected U.S. demand for electricity for 100 years with fast fission power plants[142]. - The company has entered into a term sheet for a proposed $25 million all-stock acquisition of Atomic Alchemy, aimed at enhancing its capabilities in isotope production[155]. - The company has signed non-binding letters of intent for over 2,100 MWe of energy, indicating strong market interest in its solutions[153]. - The company is actively developing nuclear fuel recycling capabilities, with plans to deploy a commercial-scale facility in the U.S. by the 2030s[154]. - The company has completed the first end-to-end demonstration of its advanced fuel recycling process, marking significant progress in scaling up its capabilities[146]. - The company plans to focus on small-scale powerhouses (15 MWe, 50 MWe, and exploring 100+ MWe designs) to manage lifecycle regulatory and operating costs effectively[162]. - The company continues to negotiate power purchase agreements with multiple potential customers to expand its operations[167]. Financial Performance - The company received net proceeds of $260,859,623 from its business combination, which was completed on May 9, 2024[157]. - Total operating expenses for the nine months ended September 30, 2024, were $37,422,453, with an expected range of $40,000,000 to $50,000,000 for 2024[169]. - Research and development expenses increased by $3,341,613, or 195.7%, for the three months ended September 30, 2024, compared to the same period in 2023[192]. - General and administrative expenses rose by $4,275,680, or 144.6%, for the three months ended September 30, 2024, compared to the same period in 2023[191]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $24,920,638, compared to $10,373,637 for the same period in 2023[183]. - Cash and cash equivalents as of September 30, 2024, were $91,799,754, up from $10,009,921 at the end of September 2023[183]. - The company reported a net loss of $63,327,233 for the nine months ended September 30, 2024, compared to a net loss of $17,851,758 for the same period in 2023[178]. - The company had accumulated deficits of $124,820,677 as of September 30, 2024[178]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $300,824,041, compared to $10,790,117 for the same period in 2023[183]. - The company expects significant ongoing operating expenditures to successfully implement its business plan and develop its powerhouses[178]. Expense Analysis - General and administrative expenses increased by $12,097,716, or 205.2%, for the nine months ended September 30, 2024, compared to the same period in 2023[201]. - Research and development expenses rose by $13,971,678, or 256.0%, for the nine months ended September 30, 2024, compared to the same period in 2023[198]. - Total operating expenses for the nine months ended September 30, 2024, were $37,422,453, an increase of $26,069,394, or 229.6%, compared to the same period in 2023[197]. - Interest and dividend income increased by $4,324,462 for the nine months ended September 30, 2024, compared to the same period in 2023[203]. - The change in fair value of SAFEs resulted in a loss of $29,919,959 for the nine months ended September 30, 2024, compared to a loss of $6,578,000 in the same period in 2023[207]. - Total other loss for the nine months ended September 30, 2024, was $25,516,196, an increase of $19,017,497, or 292.6%, compared to the same period in 2023[207]. - Stock-based compensation expenses for general and administrative functions increased by $3,414,098, primarily due to modifications related to Legacy Oklo's awards[201]. - Payroll and employee benefits for research and development personnel increased by $4,226,531, attributed to a 74.6% increase in headcount[198]. - Professional services expenses in general and administrative functions increased by $5,192,522, primarily due to legal and accounting fees[201]. - Travel, entertainment, and other expenses in general and administrative functions increased by $1,468,346, reflecting a significant rise in operational activities[201]. Accounting and Compliance - The company is classified as an emerging growth company (EGC) and may retain this status until December 31, 2026, unless certain market conditions are met[214]. - The JOBS Act allows EGCs to be exempt from new or revised financial accounting standards until private companies are required to comply, with the option to opt out being irrevocable[215]. - There has been no adoption of any new or recently issued accounting pronouncements as of the date of the report[216]. - The company recorded incremental costs related to the modification of Legacy Oklo's awards, based on the fair value of the Earnout Shares determined by an independent third-party valuation using a Monte Carlo simulation[211]. - Legacy Oklo SAFEs are recorded at fair value, classified as a Level 3 measurement, with significant inputs not observable in the market, affecting the valuation process[212]. - The fair value determination of SAFEs involves substantial judgment, and alternative assumptions could lead to different fair value conclusions, impacting potential losses or expenses[213].

Business Development and Partnerships - The company secured a site use permit from the U.S. Department of Energy for the Idaho National Laboratory and received a fuel award for a commercial Aurora powerhouse[145]. - The company has signed non-binding letters of intent with potential customers that could lead to over 1,350 MWe in capacity for Aurora powerhouses[146]. - The company aims to deploy a commercial-scale fuel recycling facility in the U.S. by the 2030s, leveraging the energy content in over 90,000 metric tons of used nuclear fuel waste[154]. - The first Aurora powerhouse is targeted for deployment in 2027, with ongoing regulatory approvals being a critical factor for success[146][160]. - The company plans to focus on a business model of selling power through power purchase agreements (PPAs), which is expected to generate recurring revenue[149]. - The company has formed a strategic partnership with Atomic Alchemy to enhance isotope production capabilities, addressing increasing demands in various applications[148]. Financial Performance - Total operating expenses for the six months ended June 30, 2024, were $25,141,366, with expectations for 2024 to be between $40 million and $50 million[163]. - The company received net proceeds of $260,859,623 from a business combination that closed on May 9, 2024[156]. - Operating expenses for the three months ended June 30, 2024, totaled $17,770,978, a 430.0% increase from $3,352,966 in the same period of 2023[184]. - The net loss for the three months ended June 30, 2024, was $29,345,984, a 555.8% increase from a net loss of $4,474,829 in the same period of 2023[184]. - Cash used in operating activities for the six months ended June 30, 2024, was $17,040,149, compared to $6,820,207 for the same period in 2023[176]. - As of June 30, 2024, the company had cash, cash equivalents, and marketable securities totaling $294,571,209[171]. - The company incurred a loss of $13,126,959 related to the change in fair value of simple agreements for future equity (SAFEs) for the three months ended June 30, 2024[187]. - The company expects ongoing significant operating expenditures to implement its business plan and develop its powerhouses[171]. - The loss from operations for the six months ended June 30, 2024, was $(25,141,366), a significant increase of $(18,452,102) or 275.8% compared to the prior year[189]. - Net loss for the six months ended June 30, 2024, was $(53,368,069), an increase of $(44,184,267) or 481.1% compared to the same period in 2023[189]. Expenses and Cost Increases - Research and development (R&D) expenses increased by $8,885,873 or 484.7% to $10,719,142 for the three months ended June 30, 2024, compared to $1,833,269 in 2023[185]. - General and administrative (G&A) expenses rose by $5,532,139 or 364.0% to $7,051,836 for the three months ended June 30, 2024, compared to $1,519,697 in 2023[186]. - Research and development expenses rose to $14,379,784 for the six months ended June 30, 2024, reflecting an increase of $10,630,065 or 283.5% year-over-year[190]. - General and administrative expenses increased by $7,822,037 or 266.1% to $10,761,582 for the six months ended June 30, 2024, compared to the same period in 2023[191]. - Interest expense for the six months ended June 30, 2024, was $1,856,877, a substantial increase from $462 in the same period of 2023[194]. - The weighted-average headcount for R&D personnel increased by approximately 68%, contributing to the rise in R&D expenses[185]. - The weighted-average headcount in research and development increased by approximately 64%, contributing to the rise in payroll and employee benefits expenses[190]. - The company anticipates that G&A expenses will continue to rise due to growth and increased costs associated with operating as a public company[168]. Income and Revenue - Interest and dividend income increased by $1,715,437 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to higher cash and marketable securities balances[188]. - Interest and dividend income increased by $1,856,415 for the six months ended June 30, 2024, compared to the same period in 2023, driven by higher cash and marketable securities balances[195]. - The change in fair value of simple agreements for future equity resulted in a loss of $(29,919,959) for the six months ended June 30, 2024, compared to a loss of $(2,495,000) in the same period of 2023, representing a 1,099.2% increase[194]. Legislative Impact - The ADVANCE Act of 2023 is expected to provide benefits to the nuclear industry, including reduced licensing timelines and enhanced support for the nuclear fuel cycle[164].

Financial Performance - For the first half of 2024, Oklo reported a net loss of $53.3 million, which includes $37.8 million in deal-related non-cash fair market value adjustments[100]. - Oklo's accumulated deficit as of June 30, 2024, stands at $114.9 million, reflecting ongoing investments in growth and development[102]. - The company expects to meet its full-year operating loss estimate of $40-50 million for 2024, despite the significant one-time accounting impacts from the merger[100]. - Total operating expenses for Q2 2024 reached $17,770,978, a significant increase of 429% compared to $3,352,966 in Q2 2023[103]. - Research and development expenses surged to $10,719,142 in Q2 2024, up from $1,833,269 in Q2 2023, reflecting a growth of 484%[103]. - Net loss attributable to common stockholders for the six months ended June 30, 2024, was $541,302,669, compared to $9,183,802 for the same period in 2023, indicating a substantial increase in losses[103]. - The company reported a net cash used in operating activities of $17,040,149 for the six months ended June 30, 2024, compared to $6,820,207 in the prior year, representing a 150% increase[104]. - Cash and cash equivalents at the end of the period stood at $105,676,772, a significant increase from $5,094,790 at the end of June 2023[104]. - The company experienced a change in fair value of simple agreements for future equity amounting to $29,919,959 for the six months ended June 30, 2024, compared to $2,495,000 in the same period of 2023[104]. - Basic and diluted net loss per share attributable to common stockholders was $(6.36) for the six months ended June 30, 2024, compared to $(0.13) in the same period of 2023[103]. - The weighted average number of common shares outstanding increased to 85,170,891 for the six months ended June 30, 2024, from 68,845,564 in the prior year[103]. Business Development - Oklo has secured over $300 million in gross proceeds to execute its business plan and is well-capitalized for future growth[3]. - The first Aurora powerhouse is expected to be operational by 2027, with a strong customer base of 1,350 megawatts in signed letters of intent across various industries[3][10]. - Since the business combination announcement in July 2023, Oklo has seen a 93% increase in megawatts signed under non-binding agreements, growing from approximately 700 MW to 1,350 MW[51][52][54]. - Oklo's business model focuses on selling power directly to customers under long-term contracts (20-40 years), generating recurring revenue while owning and operating its powerhouses[31]. - Key milestones achieved in H1 2024 include the approval of the Safety Design Strategy by the U.S. Department of Energy and the signing of a non-binding letter of intent to supply 50 megawatts to Diamondback Energy[17][20]. - The company has established a preferred supplier agreement with Siemens for turbine generator products and services, enhancing its supply chain[23]. - Oklo signed a preferred supplier agreement with Siemens Energy to enhance its supply chain, with approximately 70% of components sourced from traditional supply chains and 30% from the nuclear supply chain[68]. Technology and Innovation - Oklo's technology is based on proven fast reactor technology, which has been utilized for over 400 years by nuclear plants globally[12]. - The company aims to alleviate transmission constraints by providing localized power solutions, reducing the need for costly transmission expansions[45]. - Oklo's emission-free power aligns with industry goals to reduce greenhouse gas emissions, supporting sustainability initiatives[44]. - The first Aurora powerhouse will be the first commercial advanced fission power plant in the United States, unlocking the future of clean energy[25][24]. - Oklo's Aurora Fuel Fabrication Facility will produce fuel assemblies from recycled nuclear material, with over $17 million in DOE cost-share awards supporting commercialization efforts[75]. - The partnership with Centrus Energy aims to secure a reliable source of high-assay low-enriched uranium (HALEU) for Oklo's reactors, positioning southern Ohio as a critical hub for the U.S. nuclear industry[72]. - The ADVANCE Act, signed into law in July 2024, is expected to reduce licensing costs for advanced reactors by over 50% and expedite review timelines for subsequent applications to 18 months or less[94][95]. - Oklo's licensing strategy is anticipated to reduce timelines for initial applications by 50%-85%, with a new combined license application planned for submission in 2025[81][83]. - The company completed a successful end-to-end demonstration of its advanced fuel recycling process, supported by a $5 million DOE cost-share award[76]. Future Outlook - The company plans to continue its focus on nuclear fuel recycling and environmental benefits as part of its future strategies[106]. - Upcoming events include a virtual earnings conference call on August 13, 2024, and participation in several investment conferences throughout August and September 2024[105].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ 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 | (I.R.S. Employer | | incorporation or organization) | Identification No.) | 640 Fifth Avenue, 12th ...

Core Points - AltC Acquisition Corp. has received nearly unanimous approval from its stockholders for the business combination with Oklo Inc., with approximately 72.7% of outstanding shares voting in favor [1] - The transaction is expected to close on May 9, 2024, and Oklo will receive over $306 million in gross proceeds, which will significantly strengthen its financial position [1][2] - A new board of directors has been appointed, with Sam Altman serving as chairman, alongside other industry leaders with extensive experience [1] Company Overview - Oklo Inc. is focused on developing fast fission power plants aimed at providing clean, reliable, and affordable energy at scale [4] - The company has received regulatory approvals and is collaborating with the U.S. Department of Energy on advanced fuel recycling technologies [4] - Oklo's Aurora powerhouse offering has garnered strong customer interest, targeting sectors such as artificial intelligence, data centers, and defense [2] Transaction Details - The business combination will result in Oklo Inc. being listed on the New York Stock Exchange under the ticker symbol "OKLO" starting May 10, 2024 [2] - The transaction includes a recent $25 million customer prepayment, further enhancing Oklo's balance sheet [2]

NEW YORK and SANTA CLARA, Calif., April 25, 2024 /PRNewswire/ -- AltC Acquisition Corp. ("AltC") (NYSE: ALCC), a special purpose acquisition company, and Oklo Inc. ("Oklo"), a fast fission clean power technology and nuclear fuel recycling company, today announced that a special meeting of AltC stockholders (the "Special Meeting") to approve the proposed business combination between AltC and Oklo (the "transaction") has been scheduled for May 7, 2024. (PRNewsfoto/AltC Acquisition Corp.) "We are excited t ...

Merger and Business Combination - The company entered into a merger agreement with Oklo on July 11, 2023, with an aggregate consideration of $850,000,000 plus additional net proceeds from Oklo's equity financing prior to closing [256][257]. - The merger is expected to be completed by July 12, 2024, following stockholder approval and satisfaction of other conditions [263]. - The company has extended the deadline for completing a business combination from October 12, 2023, to July 12, 2024 [263]. - The company has until July 12, 2024, to complete its initial business combination, or it will face mandatory liquidation [277]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $11,868,205, driven by interest income of $22,231,067 from marketable securities [265]. - Cash used in operating activities for the year ended December 31, 2023, was $10,844,603, reflecting the company's operational costs [269]. - The company had cash held in the trust account of $303,560,538 as of December 31, 2023, including $12,055,328 of interest income [271]. - As of December 31, 2023, the company had cash of $1,628,692 available for identifying and evaluating target businesses [274]. - The company may need to raise additional capital through loans or investments, with substantial doubt about its ability to continue as a going concern if a business combination is not completed by July 12, 2024 [276]. Initial Public Offering - The company completed its Initial Public Offering on July 12, 2021, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Public Shares [267]. - The company has incurred $26,652,125 in transaction costs related to the Initial Public Offering, including $8,580,000 in underwriting fees [268]. - In October and November 2023, underwriting fees waived by BofA Securities, Goldman Sachs, and J.P. Morgan totaled approximately $10.5 million, with a remaining $7.0 million deferred fee contingent on the completion of a business combination [281]. Accounting and Financial Reporting - The company has not identified any critical accounting estimates that could materially differ from actual results [282]. - The company is reviewing the impact of ASU No. 2023-09, which will require additional disclosures in income tax reconciliations starting after December 15, 2024 [285]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [286]. - The company has no off-balance sheet financing arrangements as of December 31, 2023, and does not participate in transactions with unconsolidated entities [278]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities [278]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit [283]. Administrative Expenses - The company has agreed to pay an affiliate of the Sponsor a total of $30,000 per month for office space and administrative services [280].