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].

Registration No. 333- UNDER THE SECURITIES ACT OF 1933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on June 20, 2024. REGISTRATION STATEMENT Oklo Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 4911 86-2292473 (I.R.S. Employer Identification No.) 3190 Coronado Dr. ...

Merger and Acquisition - The proposed merger with Oklo is expected to involve an aggregate consideration of $850,000,000 plus additional net proceeds from Oklo's equity financing prior to closing[116]. - During the five-year Earnout Period post-merger, up to 15,000,000 additional shares of Class A common stock may be issued based on specific price targets[118]. - The company has extended the deadline to complete the Business Combination from October 12, 2023, to July 12, 2024[126]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[136]. - The Company may need to raise additional capital through loans or investments, and there is substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by July 12, 2024[139][141]. Financial Performance - For Q1 2024, the company reported a net income of $1,528,369, with interest income from marketable securities amounting to $3,952,338[128]. - For Q1 2023, the net income was $3,090,679, which included interest income of $5,416,834 and an unrealized loss of $52,854 on marketable securities[129]. - As of Q1 2024, cash used in operating activities was $1,207,885, with net income impacted by interest earned on marketable securities[133]. - The company has not generated any operating revenues to date and relies on interest income from cash and marketable securities held in the Trust Account[127]. Trust Account and Cash Management - As of March 31, 2024, the Company had cash held in the Trust Account amounting to $307,512,876, including $16,007,666 of interest income[135]. - For the year ended December 31, 2023, the Company withdrew $7,895,936 from the Trust Account for tax liabilities and $215,914,673 in connection with redemption[135]. - As of March 31, 2024, the Company had cash of $420,807 available outside the Trust Account for evaluating target businesses and related activities[137]. - The stockholders approved a redemption of 710 shares at approximately $10.50 per share, totaling an aggregate redemption amount of about $7,458[120]. IPO and Financing - The company completed its Initial Public Offering on July 12, 2021, raising gross proceeds of $500,000,000 from 50,000,000 Public Shares[130]. - Following the IPO, $500,000,000 was placed in the Trust Account, with transaction costs totaling $26,652,125[131]. - In October and November 2023, the Company received waivers for approximately $10.5 million of deferred underwriting fees from underwriters[144]. - The Company has agreed to pay an affiliate of the Sponsor a total of $30,000 per month for office space and administrative services[143]. - The Company has no off-balance sheet financing arrangements as of March 31, 2024[142]. Regulatory and Accounting Matters - The Company is reviewing the impact of ASU 2023-09, which will require additional disclosures in income tax rate reconciliation starting after December 15, 2024[149]. - The Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value[146].

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]

Core Viewpoint - AltC Acquisition Corp. and Oklo Inc. are moving forward with a proposed business combination, with a special meeting scheduled for May 7, 2024, to seek stockholder approval for the transaction [1][2]. Group 1: Business Combination Details - The special meeting will allow AltC stockholders, as of April 5, 2024, to vote on the proposed transaction [2]. - The AltC Board of Directors unanimously recommends that stockholders vote "FOR" the transaction proposal [2]. - If approved, the transaction is expected to close shortly after the special meeting, with the combined company operating as Oklo and listed on the NYSE under the ticker symbol "OKLO" [3][4]. Group 2: Oklo's Business Momentum - Since the announcement of the transaction, Oklo has signed major non-binding Letters of Intent and Memorandums of Understanding with Equinix and Diamondback Energy [1]. - Oklo has formed a significant partnership with Centrus Energy Corp. for the development and operation of its Aurora powerhouses, particularly regarding fuel supply [1]. - The U.S. Department of Energy has approved the Safety Design Strategy for Oklo's Aurora Fuel Fabrication Facility, marking a key step in the approval process [1]. Group 3: Company Background - Oklo is focused on developing fast fission power plants to provide clean, reliable, and affordable energy at scale [4]. - The company has received a site use permit from the U.S. Department of Energy and is working on advanced fuel recycling technologies in collaboration with U.S. national laboratories [4]. - AltC was formed to effect a merger or similar business combination with one or more businesses [5].

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].

Core Insights - Oklo Inc. has successfully completed the second phase of the Thermal Hydraulic Experimental Test Article (THETA) testing campaign in collaboration with Argonne National Laboratory, focusing on the thermal-hydraulic behavior of its fast fission reactor design [1][2] - The THETA testing campaign aims to optimize reactor design and improve safety and economic potential for Oklo's fast fission technology [1][2] Company Overview - Oklo is developing fast fission power plants to provide clean, reliable, and affordable energy at scale, having received a site use permit from the U.S. Department of Energy and awarded fuel material from Idaho National Laboratory [3] - The company has submitted the first advanced fission custom combined license application to the Nuclear Regulatory Commission and is developing advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and U.S. National Laboratories [3] Business Combination - On July 11, 2023, Oklo announced a definitive business combination agreement with AltC Acquisition Corp., which will result in the combined company being listed on the New York Stock Exchange under the ticker symbol "OKLO" upon closing [3]

Core Insights - Oklo Inc. has signed a land rights agreement with the Southern Ohio Diversification Initiative (SODI) for the potential siting of two powerhouses in Southern Ohio, marking a significant step in the development of the U.S. nuclear industry [1][2][3] - The agreement builds on a previous announcement in May 2023 and emphasizes Oklo's commitment to local community engagement and economic development [1][2][3] Company Overview - Oklo Inc. is focused on developing advanced fission power plants aimed at providing clean, reliable, and affordable energy at scale [4] - The company has received a site use permit from the U.S. Department of Energy and is actively working on advanced fuel recycling technologies in collaboration with the DOE and U.S. National Laboratories [4] - Oklo is in the process of a business combination with AltC Acquisition Corp., which will result in Oklo being listed on the New York Stock Exchange under the ticker symbol "OKLO" [4] Partnership and Community Impact - The partnership with SODI is intended to enhance economic opportunities and job creation in the Piketon region, leveraging the area's talent and infrastructure [3] - SODI's mission is to improve the quality of life for local citizens through economic diversification and the development of underutilized land, particularly the former Portsmouth Gaseous Diffusion Plant site [2][3] - The collaboration is seen as a model for public-private partnerships that can drive forward innovative energy solutions [3]

Core Points - Oklo Inc. has received approval from the U.S. Department of Energy (DOE) for the Safety Design Strategy (SDS) for its Aurora Fuel Fabrication Facility, which is a significant step towards the development of advanced fission power plants [1][2][3] 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 been awarded fuel material from Idaho National Laboratory (INL) and is working on advanced fuel recycling technologies in collaboration with the DOE and U.S. National Laboratories [4] Project Development - The Aurora Fuel Fabrication Facility is designed to demonstrate the reuse of recovered nuclear material to support Oklo's planned commercial advanced fission power plant demonstration at INL [1][2] - The SDS approval is part of a comprehensive DOE approval process, with the next phase involving the Conceptual Safety Design Report (CSDR) [3] - Oklo aims to bring its commercial advanced fission power plant online in the U.S. with a provisional site and fuel already in place [3] Strategic Partnerships - Oklo was selected for access to fuel material through a competitive process initiated by INL in 2019, aimed at accelerating the deployment of commercially viable reactors [2] - The collaboration with Battelle Energy Alliance, the operator of INL, is crucial for the development of advanced fission technologies [3] Business Combination - On July 11, 2023, Oklo announced a definitive business combination agreement with AltC Acquisition Corp., which will result in the combined company being listed on the New York Stock Exchange under the ticker symbol "OKLO" [4]

Company Overview - Oklo Inc. is focused on developing fast fission power plants to deliver clean, reliable, and affordable energy at scale [3] - The company has received a site use permit from the U.S. Department of Energy and has been awarded fuel material from Idaho National Laboratory [3] - Oklo has submitted the first advanced fission custom combined license application to the Nuclear Regulatory Commission and is working on advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and national laboratories [3] Upcoming Events - Oklo will host an Investor Day on February 2, 2024, from 9:00 a.m. to 11:30 a.m. ET, featuring commentary from senior leaders on the business model, technology, and operational developments [1] - The event will be streamed live from New York and will be available for replay on Oklo's website [1] Business Combination - Oklo has entered into a definitive business combination agreement with AltC Acquisition Corp., a special purpose acquisition company, with the transaction expected to close in early 2024 [2] - Upon completion, the combined company will operate as Oklo and is anticipated to be listed on the New York Stock Exchange under the ticker "OKLO" [2]