−Removed: Item 1.Business.
−Removed: We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.
−Removed: On July 11, 2023, the Company entered into the Merger Agreement (as defined below) by and among AltC, AltC Merger Sub and Oklo (each as defined below).
−Removed: Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Oklo, with Oklo being the surviving entity in the merger.
−Removed: Please see “— 2023 Developments ” for additional information.
−Removed: We have neither engaged in any operations nor generated any revenue to date.
−Removed: Based on our business activities, the company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
−Removed: Our team is led by our co-founders Sam Altman and Michael Klein.
−Removed: Altman is an entrepreneurial and thought leader with a proven track-record of growth investing within the technology industry.
−Removed: He is also the co-founder and CEO of OpenAI, a leading AI research and deployment company, and the Chairman of Y Combinator.
−Removed: OpenAI’s mission is to ensure artificial general intelligence (“AGI”) benefits all of humanity.
−Removed: OpenAI began as a research lab in 2015, with a focus on building AGI.
−Removed: OpenAI’s primary, fiduciary duty is to humanity, with the commitment to safely deploy AGI for the benefit of all, and to avoid enabling uses of AI or AGI that harm humanity or unduly concentrate power.
−Removed: Prior to founding OpenAI, Mr.
−Removed: Altman served as President of Y Combinator, a leading Silicon Valley startup accelerator.
−Removed: During his tenure as President, Mr.
−Removed: Altman led the expansion of Y Combinator’s portfolio to approximately 400 companies per year.
−Removed: Altman’s leadership, Y Combinator successfully executed investments in premiere companies including Airbnb, Stripe, DoorDash, Instacart, and Coinbase.
−Removed: Altman is recognized as having been a major force in leading Y Combinator’s launch into deep or “hard” technology companies, directly working with founders on long-term strategies to develop their technology to build companies with massive impact.
−Removed: Altman also launched Y Combinator Continuity, a Y Combinator fund focused on growth-stage companies.
−Removed: Altman is regarded as an entrepreneurial leader and visionary due to his track record of identifying promising opportunities and nurturing their growth to become prominent and established players with massive impact.
−Removed: Earlier in his career, Mr.
−Removed: Altman co-founded Loopt, Inc., a provider of mobile location-based services, and served as its Chief Executive Officer until it was acquired by Green Dot Corporation in March 2012, after which he held a number of senior executive positions at Green Dot through December 2013, and served as a member of its Board of Directors from March 2013 through December 2016.
−Removed: Altman has invested in several private companies, including Reddit, Inc., which operates a social sharing and aggregation website, Helion Energy, Inc.
−Removed: and Oklo, Inc., two companies focused on clean energy solutions.
−Removed: He currently serves as Chairman of Helion and Oklo.
−Removed: Our other co-founder, Michael Klein, is also the founder and managing partner of M.
−Removed: Klein and Company, LLC (together with its affiliates, “M.
−Removed: Klein and Company”), which he founded in 2012.
−Removed: Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives.
−Removed: Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors.
−Removed: Klein’s background in strategic advisory work was built during his 37 year career, including more than two decades at Citigroup Inc.
−Removed: (“Citi”) and its predecessors, during which he initiated and executed strategic advisory transactions.
−Removed: He began his career as an investment banker in the M&A Advisory Group at Salomon Brothers and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for Global Corporate and Investment Banking and Global Transaction Services across Citi.
−Removed: In his role as Co- CEO, he was responsible for all relationship, advisory, underwriting, and capital markets issuance activity.
−Removed: We were incorporated as Churchill Capital Corp VIII on February 1, 2021 and changed our name to AltC Acquisition Corp.
−Removed: on February 24, 2021.
−Removed: Our executive offices are located at 640 Fifth Avenue, 12th Floor, New York, NY 10019 and our telephone number is (212) 380-7500.
−Removed: Our corporate website address is http://altcacquisitioncorp.com.
−Removed: Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.
−Removed: You should not rely on any such information in making your decision whether to invest in our securities.
−Removed: Company History
−Removed: In March 2021, our Sponsor purchased an aggregate of 43,125,000 founder shares for an aggregate purchase price of $25,000.
−Removed: On March 9, 2021, the Sponsor forfeited 14,375,000 founder shares for no consideration.
−Removed: Immediately following our initial public offering (the “Initial Public Offering”), our Sponsor surrendered 16,250,000 shares of Class B common stock for no consideration, resulting in an aggregate of 12,500,000 founder shares outstanding.
−Removed: Up to an additional 1,250,000 shares of Class B common stock were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional shares was exercised.
−Removed: The number of founder shares to be held after the Initial Public Offering was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon the completion of the Initial Public Offering (excluding the private placement shares).
−Removed: Prior to the initial investment in the company of $25,000 by our Sponsor, the company had no assets, tangible or intangible.
−Removed: The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued.
−Removed: On July 12, 2021, we completed our Initial Public Offering of 50,000,000 shares of Class A common stock, par value $0.0001 per share, at a price of $10.00 per share (the “public shares”), generating gross proceeds of $500,000,000.
−Removed: Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,450,000 private placement shares, at a price of $10.00 per private placement share, for an aggregate purchase price of $14,500,000, in a private placement.
−Removed: The proceeds from the private placement shares were added to the proceeds from the Initial Public Offering held in the trust account.
−Removed: If the company does not complete a business combination within the combination window, the proceeds from the sale of the private placement shares will be used to fund the redemption of the public shares (subject to the requirements of applicable law).
−Removed: 2023 Developments
−Removed: On July 11, 2023, AltC entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among AltC, AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo Inc., a Delaware corporation (“Oklo”), which, among other things, provides for the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”).
−Removed: Following the consummation of the business combination, AltC will change its name to Oklo Inc.
−Removed: Merger Agreement
−Removed: On July 11, 2023, the company entered into the Merger Agreement, as fully disclosed in a Current Report on Form 8-K filed with the SEC on July 11, 2023.
−Removed: Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction by which Merger Sub will merge with and into Oklo, with Oklo being the surviving entity in the merger.
−Removed: The proposed merger is expected to be consummated after the required approval by the stockholders of the company and Oklo and the satisfaction of certain other conditions as further described in the Merger Agreement.
−Removed: The aggregate consideration to be paid to the stockholders of Oklo (including, holders of Simple Agreements for Future Equity (as defined in the Merger Agreement) between Oklo and the “Investors” party thereto and vested and unvested Oklo options) on the date of the closing (the “Closing Date”) of the transactions contemplated by the Merger Agreement (the “Closing”) will be equal to (a) $850,000,000 plus, (b) an amount equal to the net proceeds raised by Oklo prior to the consummation of the Transactions through the sale (or series of related sales) of its equity securities in a bona fide equity financing transaction (subject to certain limitations), if any, following the execution of the Merger Agreement but prior to the Closing, which consideration will be paid entirely in shares of Class A common stock of the company in an amount equal to $10.00 per share.
−Removed: During the five-year period following the Closing (the “Earnout Period”), the company will issue to eligible holders of pre-Closing securities of Oklo up to 15,000,000 additional shares of Class A common stock in the aggregate, in tranches equal to 7,500,000 shares of Class A common stock, 5,000,000 shares of Class A common stock and 2,500,000 shares of Class A common stock, upon the satisfaction of certain price targets set forth in the Merger Agreement, which price targets will be based upon (a) the closing sale price of one share of Class A common stock as quoted on the New York Stock Exchange or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 60 consecutive trading day period within the Earnout Period or (b) if the company undergoes a change of control, the price per share received by stockholders of the company in such change of control transaction.
−Removed: Extension of our Completion Window
−Removed: Pursuant to the Amended and Restated Certificate of Incorporation, the company previously had until July 12, 2023 to complete a business combination or windup and liquidate, unless it had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by such date.
−Removed: In connection with execution of the Merger Agreement on July 11, 2023, the company had until October 12, 2023 pursuant to the terms of its Amended and Restated Certificate of Incorporation to complete the business combination, windup, or pursue an extension.
−Removed: On October 5, 2023, the stockholders of the company approved a proposal to adopt an amendment to the company’s amended and restated certificate of incorporation to extend the date by which the company has to consummate a business combination from October 12, 2023 to July 12, 2024 (or such earlier date as determined by the company’s board of directors).
−Removed: Related Agreements
−Removed: Amended and Restated Registration Rights Agreement
−Removed: In connection with the Closing, the company’s Registration Rights Agreement, dated July 7, 2021, will be amended and restated, and the company, Sponsor and certain persons and entities receiving Class A common stock in connection with the Merger (the “New Holders” and, together with Sponsor, the “Reg Rights Holders”) will enter into an Amended and Restated Registration Rights Agreement, attached as Exhibit D to the Merger Agreement (the “A&R Registration Rights Agreement”).
−Removed: Pursuant to the A&R Registration Rights Agreement, the company will agree to use commercially reasonable efforts to (i) file with the SEC (at the company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof.
−Removed: In certain circumstances, the Reg Rights Holders may demand in the aggregate up to five underwritten offerings and will be entitled to customary piggyback registration rights.
−Removed: Amended and Restated Sponsor Agreement
−Removed: In connection with the execution of the Merger Agreement, the company amended and restated each of those certain letter agreements, dated July 7, 2021, from each of the persons undersigned thereto (the “Initial Insiders”) and that certain letter agreement, dated November 10, 2021, from Peter Lattman (together with, the Initial Insiders, the “Insiders”) (the “Amended and Restated Sponsor Agreement”), pursuant to which, among other things, each of the Sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of the company’s securities in favor of the related transactions and other SPAC Stockholder Matters (as defined in the Amended and Restated Sponsor Agreement), (ii) not to redeem any of such Insider’s shares of Class A common stock or the company’s Class B common stock, par value $0.0001 per share in connection with the stockholder redemption, (iii) to pay any amounts in excess of the expense cap of $25,000,000 (such amount, the “Excess Amount”) in either cash or by forfeiting a number of shares of Class A common stock, at a price of $10.00 per share (provided that any Excess Amount greater than $15,000,000 shall be paid only in cash), (iv) not to transfer (a) 40% of such Insider’s shares for a period of 12 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $12.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, (b) 30% of such Insider’s shares for a period of 24 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $14.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, and (c) 30% of such Insider’s shares for a period of 36 months after the Closing, unless the closing share price of Class A common stock equals or exceeds $16.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date, and (v) to be bound to certain other obligations as described therein.
−Removed: The Sponsor has also agreed to use commercially reasonable efforts to enter into an agreement or agreements with one or more third parties to not redeem their shares of Class A common stock in connection with the related transactions, which agreements may, if reasonably necessary, include incentives in the form of Founder Shares (which will convert to Class A common stock at the Closing), in amounts and on such terms as the Sponsor and the company shall mutually agree.
−Removed: Also pursuant to the Amended and Restated Sponsor Agreement, the Sponsor (or an affiliated co-investor of the Sponsor) has agreed to, subject to the other terms and conditions included therein, immediately prior to Closing, purchase in a private placement up to 5,000,000 shares of Class A common stock at a purchase price of $10.00 per share, equal to an amount up to $50,000,000 (the “Sponsor Commitment”).
−Removed: The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of the Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) the Available Closing SPAC Cash (as defined in the Merger Agreement) before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”);
−Removed: which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.
−Removed: In addition, so long as Available Closing SPAC Cash, prior to the funding of any Sponsor Commitment is equal to at least $200,000,000 or more, Oklo must request that the Sponsor Commitment be funded and if the Sponsor pays the Sponsor Commitment Purchase Price, then Oklo must stipulate that the Minimum Cash Condition (as defined in the Merger Agreement) is deemed satisfied.
−Removed: If Available Closing SPAC Cash, prior to the funding of any Sponsor Commitment is less than $200,000,000, Oklo is not required to request the Sponsor Commitment, but if Oklo does request it, the Minimum Cash Condition will be deemed waived.
−Removed: The Sponsor’s obligation to fund the Sponsor Commitment Purchase Price is conditioned upon (i) the satisfaction (or waiver by the company) of the conditions set forth in Section 10.01 and Section 10.03 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing), (ii) the substantially concurrent consummation of the Closing, and (iii) if Oklo waives the Minimum Cash Condition, the Available Closing SPAC Cash equaling an amount of at least $125,000,000 (which such amount, for the avoidance of doubt, will include the Sponsor Commitment Purchase Price).
−Removed: Any shares purchased pursuant to the Sponsor Commitment by the Sponsor, an Insider or an affiliated co-investor thereof will be subject to the Sponsor Lockup (as defined in the Merger Agreement).
−Removed: Pursuant to the Amended and Restated Certificate of Incorporation, the company previously had until July 12, 2023 to complete a Business Combination or windup and liquidate, unless it had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by such date.
−Removed: In connection with execution of the Merger Agreement on July 11, 2023, the company had until October 12, 2023 pursuant to the terms of its Amended and Restated Certificate of Incorporation to complete the Business Combination, windup, or pursue an extension.
−Removed: On October 5, 2023, the stockholders of the company approved a proposal to adopt an amendment to the company’s amended and restated certificate of incorporation to extend the date by which the company has to consummate a Business Combination from October 12, 2023 to July 12, 2024 (or such earlier date as determined by the company’s board of directors) (the “Charter Amendment”).
−Removed: Initial Business Combination
−Removed: It is a requirement under our amended and restated certificate of incorporation that any initial business combination must occur with one or more operating businesses that together have a fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed as permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial business combination.
−Removed: As of July 11, 2023, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $510.0 million (excluding up to $17.5 million of deferred underwriting fees) and 80% thereof represents approximately $408.0 million.
−Removed: In reaching its conclusion on the 80% asset test, our board used as a fair market value the $850.0 million equity value for Oklo, which was implied based on the terms of the business combination agreed to by the parties in negotiating the Merger Agreement.
−Removed: Our amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require).
−Removed: Corporate Information
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of:
−Removed: (1) the last day of the fiscal year (a) following July 12, 2026, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock and our Class B common stock (collectively, our “common stock”) that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter;
−Removed: and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period.
−Removed: References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
−Removed: Financial Position
−Removed: As of December 31, 2023, we would have had $296,560,538 of funds available for our business combination, assuming no further redemptions and after payment of $7,000,000 of deferred underwriting fees.
−Removed: Based on redemptions in other recent SPAC initial business combinations, we may yet experience high levels of redemptions in connection with any extension vote or our initial business combination.
−Removed: Lack of Business Diversification
−Removed: For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: By completing our initial business combination with only a single entity, our lack of diversification may:
−Removed: ● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry or geographical area in which we operate after our initial business combination;
−Removed: ● cause us to depend on the marketing and sale of a single product or limited number of products or services.
−Removed: Limited Ability to Evaluate the Target’s Management Team
−Removed: Although we closely scrutinized the management of the prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.
−Removed: In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
−Removed: Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.
−Removed: While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is highly unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
−Removed: Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
−Removed: We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
−Removed: Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
−Removed: We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein.
−Removed: The amount in the trust account as of the closing of the Initial Public Offering was $10.00 per public share.
−Removed: The per share amount we will distribute
−Removed: to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
−Removed: The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
−Removed: Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or extension.
−Removed: Our Sponsor, officers and directors have each entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business combination (the “letter agreement”).
−Removed: Manner of Conducting Redemptions
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either:
−Removed: (1) in connection with a stockholder meeting called to approve the business combination;
−Removed: or (2) by means of a tender offer.
−Removed: The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement.
−Removed: Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval.
−Removed: If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.
−Removed: We currently intend to conduct redemptions pursuant to a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
−Removed: If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
−Removed: ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: ● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: Upon the public announcement of our initial business combination, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
−Removed: If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
−Removed: If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
−Removed: ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
−Removed: ● file proxy materials with the SEC.
−Removed: We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.
−Removed: However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.
−Removed: Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration.
−Removed: In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.
−Removed: If we seek stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
−Removed: A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
−Removed: Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any founder shares, private placement shares and any public shares held by them in favor of our initial business combination.
−Removed: These quorum and voting thresholds and agreements, may make it more likely that we will consummate our initial business combination.
−Removed: Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or extension.
−Removed: In addition, our Sponsor, officers and directors have each entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the completion of a business combination.
−Removed: Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement related to our initial business combination.
−Removed: Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination.
−Removed: For example, the proposed business combination may require:
−Removed: (1) cash consideration to be paid to the target or its owners;
−Removed: (2) cash to be transferred to the target for working capital or other general corporate purposes;
−Removed: or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
−Removed: In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.
−Removed: Limitation on redemption upon completion of our initial business combination if we seek stockholder approval
−Removed: Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without our prior consent, which we refer to as the “Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our Sponsor or affiliates at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
−Removed: Tendering stock certificates in connection with a tender offer or redemption rights
−Removed: We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holder’s option.
−Removed: The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
−Removed: Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.
−Removed: However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.
−Removed: Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.
−Removed: There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.
−Removed: The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: The foregoing is different from the procedures used by many blank check companies.
−Removed: In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.
−Removed: After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
−Removed: As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market.
−Removed: If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
−Removed: As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.
−Removed: The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable.
−Removed: Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
−Removed: It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
−Removed: If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.
−Removed: In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window (as defined below).
−Removed: Redemption of Public Shares and Liquidation if no Initial Business Combination
−Removed: Our amended and restated certificate of incorporation provides that we have until July 12, 2024 to complete our initial business combination (the period from the closing of the Initial Public Offering until July 12, 2024, the “completion window”).
−Removed: If we are unable to complete our initial business combination within such period (or any such extended date that may be approved pursuant to an extension vote), we will:
−Removed: (1) cease all operations except for the purpose of winding up;
−Removed: (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;
−Removed: and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: Our initial stockholders, officers and directors have each entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window.
−Removed: However, if our Sponsor or any of our officers and directors acquires public shares after the Initial Public Offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
−Removed: Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares.
−Removed: However, we may not redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement related to our initial business combination.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes or make other permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
−Removed: If we were to expend all of the net proceeds of the Initial Public Offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any permitted withdrawals or expenses for the dissolution of the trust, the per share redemption amount received by stockholders upon our dissolution would be $10.41 as of December 31, 2023.
−Removed: The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
−Removed: We cannot assure you that the actual per share redemption amount received by stockholders will not be substantially less than $10.00.
−Removed: Please see “Item 1A.
−Removed: Risk Factors —If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share ” and other risk factors included herein.
−Removed: Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.
−Removed: These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.
−Removed: While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: Although we seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
−Removed: If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
−Removed: Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver.
−Removed: In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
−Removed: In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share in the aggregate or (2) the actual amount per public share held in the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company and, therefore, our Sponsor may not be able to satisfy those obligations.
−Removed: We have not asked our Sponsor to reserve for such obligations.
−Removed: Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
−Removed: As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
−Removed: In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.
−Removed: None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: In the event that the proceeds in the trust account are reduced below:
−Removed: (1) $10.00 per public share in the aggregate or (2) the actual amount per public share held in the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances.
−Removed: For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.00 per share.
−Removed: Please see “Item 1A.
−Removed: Risk Factors —If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share ” and other risk factors included herein.
−Removed: We will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
−Removed: Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: As of December 31, 2023, we had access to approximately $303.6 million in the trust account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.
−Removed: Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
−Removed: The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the completion window may be considered a liquidating distribution under Delaware law.
−Removed: If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
−Removed: Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the completion window, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
−Removed: If we are unable to complete our initial business combination within the completion window, we will:
−Removed: (1) cease all operations except for the purpose of winding up;
−Removed: (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;
−Removed: and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the expiration of the completion window and, therefore, we do not intend to comply with those procedures.
−Removed: As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
−Removed: Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years.
−Removed: However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
−Removed: As described above, pursuant to the obligation contained in our underwriting agreement, we seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.
−Removed: As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote.
−Removed: Further, our Sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below:
−Removed: (1) $10.00 per public share;
−Removed: or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in value of the trust assets, in each case net of permitted withdrawals and will not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
−Removed: To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.
−Removed: Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.
−Removed: Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Please see “Item 1A.
−Removed: Risk Factors —If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages .”
−Removed: Our public stockholders will be entitled to receive funds from the trust account only in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, if they redeem their respective shares for cash in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance and timing of our obligation to redeem 100% of our public shares or if they redeem their respective shares for cash upon the completion of the initial business combination.
−Removed: In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.
−Removed: In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with our initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.
−Removed: Such stockholder must have also exercised its redemption rights described above.
−Removed: Amended and Restated Certificate of Incorporation
−Removed: Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to the Initial Public Offering that will apply to us until the consummation of our initial business combination.
−Removed: These provisions (other than amendments relating to the election and removal of directors, which require the approval of a majority of the Class B common stock then outstanding) cannot be amended without the approval of the holders of at least 65% of our common stock.
−Removed: Our initial stockholders, who collectively beneficially own 32.4% of our common stock, may participate in any vote to amend our amended and restated certificate of incorporation and have the discretion to vote in any manner they choose.
−Removed: Prior to an initial business combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.
−Removed: Specifically, our amended and restated certificate of incorporation provides, among other things, that:
−Removed: ● if we are unable to complete our initial business combination within the completion window, we will:
−Removed: (1) cease all operations except for the purpose of winding up;
−Removed: (2) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;
−Removed: and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;
−Removed: ● prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to:
−Removed: (1) receive funds from the trust account;
−Removed: or (2) vote on any initial business combination;
−Removed: ● although we did not intend to enter into a business combination with a target business that is affiliated with M.
−Removed: Klein and Company, one of many selected leading investors and financing providers (our “Strategic and Operating Partners”), our Sponsor, our directors or our officers, we were not prohibited from doing so.
−Removed: In connection with our proposed initial business combination of Oklo, we obtained an opinion from an independent investment banking firm that is a member of FINRA that such a business combination is fair to our company from a financial point of view;
−Removed: ● if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
−Removed: ● if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount);
−Removed: ● if our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares;
−Removed: ● we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
−Removed: In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
−Removed: Certain Potential Conflicts of Interest Relating to M.
−Removed: Klein and Company and Our Officers and Directors
−Removed: Our Sponsor is an affiliate of M.
−Removed: Klein and Company.
−Removed: Klein is the founder and managing partner of M.
−Removed: Klein and Company and acts as a strategic advisor to its clients.
−Removed: Klein has a fiduciary duty to M.
−Removed: Klein and Company, as well as to other entities in which he serves as a director or officer.
−Removed: As a result, Mr.
−Removed: Klein may have a duty to offer acquisition opportunities to clients of M.
−Removed: Klein and Company or to other entities he owes a fiduciary duty.
−Removed: Klein had no duty to offer acquisition opportunities to the company unless presented to him solely in his capacity as an officer or director of the company and after he has satisfied his contractual and fiduciary obligations to other parties.
−Removed: As a result, M.
−Removed: Klein and Company’s clients may have competed with us for acquisition opportunities in the same industries and sectors as we targeted for our initial business combination.
−Removed: If any of them decided to pursue any such opportunity, we would have been precluded from procuring such opportunities.
−Removed: In addition, investment ideas generated within M.
−Removed: Klein and Company, including by Mr.
−Removed: Klein and other persons who may make decisions for the company, may have been suitable both for us and for M.
−Removed: Klein and Company or any of its clients, and would have been directed initially to such persons rather than to us.
−Removed: Klein and Company or members of our management team who are also employed by M.
−Removed: Klein and Company had any obligation to present us with any opportunity for a potential business combination of which they became aware unless it was offered to them solely in their capacity as a director or officer of the Company and after they had satisfied their contractual and fiduciary obligations to other parties.
−Removed: In addition, Mr.
−Removed: Klein and Company may have sponsored or formed other blank check companies similar to ours, including during the period in which we were seeking an initial business combination.
−Removed: Any such companies may have presented additional conflicts of interest in pursuing an acquisition target.
−Removed: In particular, M.
−Removed: Klein and Company, Mr.
−Removed: Klein and the Strategic and Operating Partners are actively engaged in Churchill Capital Corp VII, a special purpose acquisition corporation that completed its initial public offering in February 2021, and Churchill Capital Corp IX, a blank check company incorporated as a Cayman Islands exempted company that is in the process of completing its initial public offering as of the date of this report.
−Removed: Churchill Capital Corp VII, like us, is able to pursue initial business combination targets in any businesses or industries and has until August 17, 2024 to do so (absent an extension in accordance with its charter).
−Removed: Any such companies, including Churchill Capital Corp VII and Churchill Capital Corp IX, may have presented or may present, as applicable, additional conflicts of interest in pursuing an acquisition target and may present additional conflicts of interest in completing our initial business combination.
−Removed: In addition, Mr.
−Removed: Taragin, our Chief Financial Officer, is Chief Financial Officer of M.
−Removed: Klein and Company, Churchill Capital Corp VII and Churchill Capital Corp IX.
−Removed: The potential conflicts described above may limit our ability to complete a business combination or other transactions.
−Removed: These circumstances could give rise to numerous situations where interests may conflict.
−Removed: Additionally, the engagement of M.
−Removed: Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor in connection with our initial business combination may present certain conflicts of interest.
−Removed: See “Item 1A.
−Removed: Risk Factors— We may engage M.
−Removed: Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor on our business combinations and other transactions.
−Removed: Any fee in connection with such engagement may be conditioned upon the completion of such transactions.
−Removed: This financial interest in the completion of such transactions may influence the advice such affiliate provides.
−Removed: ” There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the company and investors will not arise.
−Removed: Limitations on Our Access to Investment Opportunities Sourced by M.
−Removed: Klein and Company
−Removed: Klein and Company may have competed with us for acquisition opportunities that we targeted for our initial business combination.
−Removed: Klein and Company decided to pursue any such opportunity or determined in its sole discretion not to offer such opportunity to us, we may have been precluded from procuring such opportunities.
−Removed: In addition, investment ideas generated within M.
−Removed: Klein and Company or by persons who may make decisions for us may have been suitable for both us and for M.
−Removed: Klein and Company may have been directed to M.
−Removed: Klein and Company or other third parties rather than to us.
−Removed: Klein and Company does not have any fiduciary, contractual or other obligations or duties to our company, including, without limitation, to present us with any opportunity for a potential business combination of which they become aware.
−Removed: Our management team, in their other endeavors (including any affiliation they may have with M.
−Removed: Klein and Company), may have chosen or been required to present potential business combinations or other transactions to M.
−Removed: Klein and Company or third parties, before they presented such opportunities to us.
−Removed: Please see “Item 1A.
−Removed: Risk Factors —Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity or other transaction should be presented ” in Part I of this Annual Report.
−Removed: Not All Members of Our Management Team are Independent of M.
−Removed: Klein and Company
−Removed: Our management team is responsible for the management of our affairs.
−Removed: Klein is the founder and managing partner of M.
−Removed: Klein and Company and acts as a strategic advisor to its clients.
−Removed: Klein has a fiduciary duty to M.
−Removed: Klein and Company, as well as to other entities in which he serves as a director or officer.
−Removed: As a result, Mr.
−Removed: Klein may have a duty to offer acquisition opportunities to clients of M.
−Removed: Klein and Company.
−Removed: Klein will have had no duty to offer acquisition opportunities to the company unless presented to him in his capacity as an officer or director of the company or to other entities he owes a fiduciary duty.
−Removed: Please see “Item 10.
−Removed: Directors, Executive Officers and Corporate Governance —Conflicts of Interest ” in Part III of this Annual Report for additional information regarding conflicts of interest relating to our management team.
−Removed: Sponsor Indemnity
−Removed: Our Sponsor, an affiliate of M.
−Removed: Klein and Company, has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below:
−Removed: (1) $10.00 per public share;
−Removed: or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case, net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company and, therefore, our Sponsor may not be able to satisfy those obligations.
−Removed: We have not asked our Sponsor to reserve for such obligations.
−Removed: Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
−Removed: We believe the likelihood of our Sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
−Removed: We currently maintain our executive offices at 640 Fifth Avenue, 12th Floor, New York, NY 10019.
−Removed: The cost for this space is included in the $30,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
−Removed: Periodic Reporting and Financial Information
−Removed: Our public shares are registered under the Exchange Act and we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.
−Removed: The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accounting firm.
−Removed: We are required to evaluate our internal control procedures beginning with this Annual Report as required by the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”).
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company will we be required to have our internal control procedures audited.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of:
−Removed: (1) the last day of the fiscal year (a) following July 12, 2026, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter;
−Removed: and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period.
−Removed: References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
−Removed: Legal Proceedings
−Removed: There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date hereof.
+Added: We were founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale.
+Added: According to the International Energy Agency, global electricity production is expected to increase over 80% by 2050 driven by electrification of buildings, transportation and industry, increased use of air conditioning in the developing world and increased consumption from data centers.
+Added: We address this demand by producing electricity and heat from our Aurora powerhouses which can run on fresh or recycled nuclear fuel.
+Added: We are also commercializing nuclear fuel recycling technology that can convert nuclear waste into useable fuel for our reactors.
+Added: We are developing next-generation fast fission power plants called “powerhouses.” In our differentiated build, own, and operate business model, we plan to sell power in the forms of electricity and heat directly to customers, which we believe can allow for fast-tracked customer adoption.
+Added: In addition, we are a leader in the nuclear industry in the development of fuel recycling, which can unlock the energy content of used fuel;
+Added: we also believe this business unit can complement our market position by vertically integrating and securing our fuel supply chain.
+Added: The fast fission reactor technology we are commercializing was demonstrated by the Experimental Breeder Reactor-II (“EBR-II”), a fast fission plant that was operated by the U.S.
+Added: government for 30 years.
+Added: Our powerhouse product line, called the “Aurora,” builds on this legacy of proven and demonstrated technology.
+Added: Our Aurora powerhouse product line is designed to be inherently safe, to be able to run on fresh or recycled fuel, and to produce 15-75 megawatts electric (“MWe”) and has the potential to expand powerhouse size to produce 100 MWe and higher.
+Added: Because the Aurora powerhouses are designed to operate by harnessing the power of high-energy, or “fast,” neutrons, they are expected to be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power plants, which can only use approximately 5% of energy content stored in nuclear fuel before needing to refuel.
+Added: nuclear power industry has produced approximately 20% of U.S.
+Added: electricity over the last 50 years and generated over 90,000 metric tons of nuclear waste, which can fit on a football field 10 yards high.
+Added: Fission is an energy dense process, producing approximately 50 million times more energy than combustion.
+Added: The energy reserves in existing U.S.
+Added: nuclear waste that are made accessible through Oklo's fast fission reactor technology are equivalent to approximately 1.2 trillion barrels of oil equivalent (BOE), nearly five times the oil reserves of Saudi Arabia.
+Added: We have achieved several significant deployment and regulatory milestones for our first Aurora powerhouse.
+Added: Notably, we secured a site use permit from the U.S.
+Added: Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) site and received a fuel award from INL for a commercial Aurora powerhouse in Idaho.
+Added: The DOE and INL have completed the environmental compliance process addressing the DOE requirements for site characterization at our first commercial advanced fission power plant site at the INL.
+Added: This process, resulting in an Environmental Compliance Permit, marks a milestone as we advance our plans to deliver the first commercial advanced fission power plant in the United States.
+Added: On September 25, 2024, we announced the finalization of a Memorandum of Agreement (“MOA”) with the DOE Idaho Operations Office.
+Added: This MOA grants Oklo access to conduct site investigations at the identified preferred site in Idaho, marking a key step toward the next phase of site preparation and construction.
+Added: We announced plans and entered into a land rights agreement for two additional Aurora powerhouses in southern Ohio.
+Added: Furthermore, we have been tentatively selected to provide electricity and heat to Eielson Air Force Base.
+Added: Our robust pipeline of potential customer engagements spans a number of industries.
+Added: We have signed non-binding letters of intent with Equinix, Diamondback Energy, and Prometheus Hyperscale (formerly Wyoming Hyperscale).
+Added: In December 2024, we signed a 12 gigawatt (GW) Master Power Agreement with Switch data centers, one of the largest corporate power purchase agreements in history.
+Added: We also executed two other letters of intent to provide an additional 750 MWe of energy for data center customers, which could bring our current total order book of Aurora powerhouses to approximately 14,100 MWe in capacity - nearly a 2,000% increase since our business combination announcement in July 2023.
+Added: The market interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model.
+Added: The deployment of our first Aurora powerhouse is targeted for completion in late 2027 or early 2028.
+Added: In addition to deployment milestones, we have made significant progress in our nuclear fuel recycling efforts and in securing fuel.
+Added: The DOE has reviewed and approved Oklo's Safety Design Strategy and the Conceptual Safety Design Report for Oklo's Aurora Fuel Fabrication Facility at INL, key milestones as Oklo advances toward its goal of utilizing recovered nuclear material to fuel its first commercial Aurora powerhouse.
+Added: We successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL.
+Added: This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility.
+Added: Our Business Model
+Added: Our primary product will be the energy produced from our Aurora powerhouses once operational.
+Added: Our planned business model is to sell the energy to customers via power purchase agreements (“PPAs”), as opposed to selling our powerhouse designs.
+Added: This business model allows for recurring revenue, provides the opportunity to capture profitability upon improved operational efficiency, and enables novel project financing structures.
+Added: This business model sets us apart from the traditional nuclear power industry that typically sells reactors to large scale utility customers and not power.
+Added: Selling power via PPAs is a common practice within the renewable energy and utilities sectors and indicates that this business model could be feasible for power plants within the size range targeted by our Aurora product line (i.e., starting with 15 MWe and 75 MWe, and ranging upward to anticipated sizes of 100 MWe and higher).
+Added: The traditional nuclear power industry comprises developers of large (ranging from approximately 600 MWe to over 1,000 MWe) light water reactors that sell or license their reactor designs to large utilities that then construct and operate the nuclear power plant.
+Added: The developer’s focus on regulatory approval of the design may lock in certain lifecycle regulatory costs that are realized by the owner-operator during construction and operations.
+Added: As a result, lifecycle cost implications are generally not addressed cohesively between the developer and the owner-operator, and the regulatory strategy does not holistically implement the lifecycle benefits of the technology’s inherent safety characteristics.
+Added: The advanced fission industry has largely followed the historical blueprint of developers seeking design certifications or approvals, and utilities bearing the future burden of licensing for construction and operations.
+Added: While there are a number of advanced reactor designers developing smaller sized reactors than those traditionally used in the nuclear power industry, most of these developers are generally pursuing regulatory approval of groupings of these smaller reactors as part of singular larger plants, sizes of 200 MWe and up to 1,000 MWe.
+Added: In contrast, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 75 MWe, and 100 MWe and higher).
+Added: As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design.
+Added: We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry that divides the incentives and responsibilities between the developer and the utility.
+Added: Selling electricity under PPAs follows an established revenue model in global power markets.
+Added: While this model is more typically used for renewable energy solutions, we believe it is a compelling model for us because of the relatively small size and the lower expected capital costs of our powerhouses, when compared with other nuclear power plants.
+Added: In addition, our model is designed to generate recurring revenue in a way that the traditional licensing model does not.
+Added: We expect our powerhouses to be profitable from the first year of operation due to our anticipated favorable unit economics.
+Added: We also believe this approach will drive unit growth and allow us to ultimately launch higher output versions of our powerhouses.
+Added: As our technology matures, we intend to offer customers flexibility in business model and deployment solutions to meet their needs, providing Oklo with the largest target customer base possible.
+Added: In addition to selling power under PPAs, we believe we have an embedded opportunity to enhance our mission with our advanced nuclear fuel recycling technology.
+Added: We are actively developing nuclear fuel recycling capabilities with the goal of deploying a commercial-scale fuel recycling facility in the United States by the early 2030s.
+Added: Used nuclear fuel waste still contains more than 95% of its energy content, and we estimate there is enough energy in the form of used nuclear fuel in the U.S.
+Added: to power the expected electrical needs in the United States for 100 years with fast fission power plants.
+Added: According to the DOE, more than 94,000 metric tons of used nuclear fuel have been generated since 1950, and an additional 2,000 metric tons are generated every year.
+Added: Currently, other countries recycle used nuclear fuel waste, but the United States does not, and there is an enormous opportunity to do so.
+Added: Our reactors are specifically designed to run on either fresh or recycled nuclear fuel, and nuclear fuel recycling could provide future margin uplift for our power sales business, as well as the potential for new revenue streams.
+Added: Recent Developments
+Added: Atomic Alchemy Acquisition
+Added: On February 28, 2025, we acquired all of the common stock outstanding of Atomic Alchemy, Inc.
+Added: (“Atomic Alchemy”), by way of a statutory merger, in an effort to combine Oklo’s expertise in building and operating fast reactors and nuclear fuel recycling with Atomic Alchemy’s expertise in radioisotope production.
+Added: Together, we aim to meet the increasing demands
+Added: for radioisotopes in medical, energy, industry, defense and artificial intelligence applications.
+Added: We paid certain of Atomic Alchemy’s investors cash of approximately $1.0 million and exchanged 1,095,179 shares of our Class A common stock, with certain shares subject to vesting and lock-up restrictions, with a price per share of $21.652, representing approximately $23.7 million of stock consideration.
+Added: Business Combination
+Added: On May 9, 2024, we consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among the Company (formerly known as AltC Acquisition Corp.
+Added: ("AltC")), AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo Technologies, Inc., a Delaware corporation ("Legacy Oklo").
+Added: Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Oklo, with Legacy Oklo surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
+Added: Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc.
+Added: Our Class A common stock commenced trading on the New York Stock Exchange ("NYSE") under the symbol “OKLO” on May 10, 2024.
+Added: In connection with the Business Combination, we received proceeds of $276.2 million, and after transaction costs and advisor fees, we received net proceeds of $259.0 million.
+Added: Further details related to the Business Combination are provided in Note 3 , Business Combination, in our accompanying consolidated financial statements in Part II, Item 8.
+Added: In connection with the Business Combination, the following shares of Class A common stock were outstanding:
+Added: (i) 1,450,000 private placement shares held by AltC Sponsor LLC (the "Sponsor") subject to certain provisions under the sponsor letter agreement (the "Sponsor Agreement"), (ii) 12,500,000 shares by the Sponsor that unvested at Closing and will revest following the Closing upon the occurrence of certain vesting conditions (such shares, the "Founder Shares") as set forth in the Sponsor Agreement (between November 5, 2024 and November 13, 2024 the Founder Shares vesting conditions were met), and (iii) 15,000,000 shares were reserved for the potential future issuance upon the occurrence of certain earnout triggers as set forth in the Merger Agreement (such shares, the “Earnout Shares”) (between November 12, 2024 and November 13, 2024, the Earnout Shares triggering conditions were met), which includes certain shares held by Legacy Oklo vested options holders’ for the contingent right to receive a pro rata share of the Earnout Shares at Closing.
+Added: Further details related to the Business Combination are provided in Note 3 , Business Combination and Earnout Awards are provided in Note 11 , Stockholders' Equity (Deficit) , in our accompanying consolidated financial statements in Part II, Item 8.
+Added: Key Factors Affecting Our Performance
+Added: We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges.
+Added: As a result, we are subject to continuing risks and uncertainties.
+Added: For additional information, see the sections titled “Risk Factors” in this Annual Report.
+Added: Product Development Plan
+Added: We plan to leverage the next-generation fast fission powerhouses that we are developing in order to sell power to a variety of potential customers, including data centers, national defense, factories, industrial customers, off-grid and rural customers and utilities.
+Added: Commercial deployment of any advanced fission power plant requires obtaining regulatory approvals for design, construction, and operation.
+Added: Our regulatory strategy has been focused on a custom combined license application.
+Added: We submitted an initial custom combined license application with the Nuclear Regulatory Commission (“NRC”) in March 2020, which was denied without prejudice in 2022, and we are working toward submitting an updated custom combined license application for review.
+Added: In March 2020, we became the first advanced fission company to submit a custom combined license application, and we remain the only such company to do so.
+Added: It is uncertain when, if at all, we will obtain regulatory approvals for the design, construction, and operation of any of our powerhouses.
+Added: Our financial condition and results of operation are likely to be materially and adversely affected if we do not obtain such approvals and to the extent this process takes longer or costs more than we expect.
+Added: Additionally, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 75 MWe, and exploring 100 MWe and higher designs).
+Added: As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design.
+Added: We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry that divides the incentives and responsibilities between the developer and the utility.
+Added: However, this model exposes us directly to the costs of building, owning, and operating our powerhouses.
+Added: Our cost projections are heavily dependent upon fuel and raw materials (such as steel), equipment and technical and construction service providers (such as engineering, procurement, and construction firms).
+Added: The global supply chain, on which we will rely, has been significantly impacted in recent years by inflation, instability in the banking sector, war and other hostilities, and other economic uncertainties, resulting in potential significant delays and cost fluctuations.
+Added: Similar developments in the future may impact our performance from both a deployment and cost perspective.
+Added: Plan of Operations
+Added: To further our target of deploying our first powerhouse in late 2027 or early 2028, during 2025, we will engage or continue to engage in the following key initiatives:
+Added: • Progressing regulatory approval with the NRC, including a Pre-Application Readiness Assessment for our next Combined License Application, expected to begin in the first half of 2025.
+Added: • Progressing regulatory pre-application related activities with the NRC for licensing of commercial fuel fabrication.
+Added: • Continuing work related to fuel recycling, such as pre-application regulatory alignment efforts with the NRC, and research and development, both independently and in conjunction with the DOE, focused on facility and process design.
+Added: • Working with INL on fuel manufacturing, including preparation of documentation for regulatory review and finalization of the facility design.
+Added: • Continuing regulatory activities for DOE approval for the Aurora fuel fabrication facility.
+Added: • Advancing partnerships related to fuel enrichment, fuel fabrication, and other key supply chain elements, as well as other procurement activities to expand our fuel sourcing supply chain.
+Added: • Executing on key non-fuel elements of our supply chain including steam turbine generator sourcing, steel, and other construction inputs.
+Added: • Progressing engineering procurement and construction activities in support of the construction of Aurora powerhouses.
+Added: • Continuing and initiating site preparation for announced facilities at the INL, and Piketon, Ohio, respectively.
+Added: We will begin site preparation for other announced projects based on prioritization, potentially including customers such as Equinix, Diamondback Energy, Prometheus Hyperscale, Switch, and other projects yet to be announced but where commercial discussions have been initiated.
+Added: • Negotiating and executing additional letters of intent and converting them into purchase power agreements with multiple potential customers.
+Added: • Negotiating and trading term sheets and binding power purchases agreements with customers who have previously signed nonbinding agreements such as letters of intent to purchase power.
+Added: • Continuing to hire additional personnel and implement processes and systems necessary to deliver our business strategy.
+Added: • Progressing production of radioisotopes by Atomic Alchemy and assessing options to scale production.
+Added: For the years ended December 31, 2024 and 2023, our total operating expenses were $52.8 million and $18.6 million, respectively.
+Added: We expect our total operating expenses for 2025 to be in the range of $65 million to $80 million.
+Added: Nuclear Energy Industry
+Added: The nuclear energy industry operates in a politically sensitive environment, and the successful execution of our business model is dependent upon public support for nuclear power, in general, in the U.S.
+Added: and other countries.
+Added: Recently, the U.S.
+Added: government has indicated through bipartisan action that it recognizes the importance of nuclear power in meeting the United States’ growing energy needs.
+Added: However, the current political environment in the U.S.
+Added: could change at any time, including in response to events and circumstances over which we exercise no control and the perception of such events and circumstances.
+Added: Additionally, opposition by third parties could delay the licensing that our business model requires.
+Added: As a result, our performance will depend in part on factors generally affecting the views and policies regulating nuclear energy industry, which we cannot predict over the long term.
+Added: Human Capital Resources
+Added: We have a highly technical and founder-led team.
+Added: Co-founders Jacob DeWitte, our Chief Executive Officer, and Caroline Cochran, our Chief Operating Officer, have approximately 20 years and 15 years of experience in nuclear technology, respectively.
+Added: Their experience includes graduate degrees in nuclear engineering from the Massachusetts Institute of Technology and prior roles in industry and the DOE.
+Added: In addition, Craig Bealmear, our Chief Financial Officer, has over 30 years of finance, strategy, and commercial experience, including as the Chief Financial Officer of Renewable Energy Group and as the Chief Financial Officer - North America Downstream for bp plc.
+Added: His experience includes an M.B.A from the Wharton School at the University of Pennsylvania and a B.A.
+Added: in Business Administration from Bellarmine University.
+Added: As of December 31, 2024, Oklo had 113 full-time employees, across 29 different states in the United States, as well as one full-time employee in Canada.
+Added: Our team members have 12 Ph.D.s and 45 master’s degrees in engineering or science.
+Added: We also have six employees who were formerly NRC staff members, cumulatively representing decades of NRC experience.
+Added: We also continue to expand our operational functions including legal, accounting, and finance with staff possessing public company experience.
+Added: Corporate Culture
+Added: Our employees are at the heart of our success and are the driving force behind our company.
+Added: We actively seek out individuals with exceptional technical and specialized expertise to ensure our technical rigor and excellence.
+Added: Our team is generally made up of people who are personally passionate to work on our mission, often motivated by the desire to work on solutions to climate change or to support human prosperity, which leads to exceptional teamwork and dedication beyond that inspired by a typical workplace.
+Added: As much as we invest in attracting top talent, we are dedicated to their well-being and retention.
+Added: We place a strong emphasis on promoting wellness initiatives within our organization.
+Added: These efforts include comprehensive company-sponsored health benefits, insurance, and wellness stipends to a range of wellness programs.
+Added: Treating our employees with dignity and respect is nonnegotiable.
+Added: We believe in fostering a workplace culture that values each individual’s contribution, celebrates the variety in individuals' experiences and backgrounds, and encourages open dialogue.
+Added: We are proud to offer fair, competitive, and equitable compensation packages including both cash and equity compensation.
+Added: Fostering a culture of recognition and appreciation of our employees’ dedication and hard work cultivates a sense of pride and camaraderie among our workforce, leading to a motivated and engaged team.
+Added: We believe that investing in our employees and their well-being creates a positive and dynamic work environment, ultimately fueling our success.
+Added: Our competitors include other power generation technologies, including traditional baseload power producers, other advanced nuclear technologies, renewables with or without storage, advanced energy storage, fossil fuels with carbon capture, and combinations of these technologies.
+Added: • Traditional baseload — Traditional baseload power includes natural gas, coal, oil and large-scale nuclear.
+Added: • Fossil fuels with carbon capture — Fossil fuel sources provide firm, baseload power, but require carbon capture technology to provide clean power.
+Added: Carbon capture has not been demonstrated to be economically scalable to meet the need.
+Added: • Renewables with or without energy storage — Wind and solar provide clean energy but cannot provide firm, baseload energy due to their intermittency.
+Added: When paired with energy storage, they can provide a more dispatchable energy supply, but battery storage technology has not been demonstrated to be scalable or cost-effective to meet the need today.
+Added: • Other advanced nuclear reactors — There are several advanced reactor technologies in various stages of development, including high-temperature gas reactors, molten salt reactors, fusion technologies, and advanced light water reactor designs.
+Added: Intellectual Property
+Added: We protect our intellectual property through a combination of patents, trademarks, domain names, copyrights, and trade secrets.
+Added: We currently hold U.S.
+Added: patents and have patent applications pending in a number of different jurisdictions that cover a range of different technologies relevant to our technology roadmap and anticipated areas of development.
+Added: We acquire patents and technology licenses when we consider it advantageous for us to do so.
+Added: Although in the aggregate our patents and technology licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole.
+Added: Beyond patents, we also take steps to contractually restrict counterparties from disclosing our confidential or proprietary information in our agreements with employees, consultants, contractors, vendors, and business partners.
+Added: Additional information regarding certain risks related to our intellectual property is included in Item 1A, “Risk Factors.”
+Added: Government Regulations
+Added: We are subject to numerous U.S.
+Added: federal, state, and local, as well as foreign laws and regulations covering a wide variety of subjects relating to our operations, and the scope of this coverage continues to broaden with continuing new legal and regulatory developments in the U.S.
+Added: and internationally.
+Added: In particular, we must comply with a range of laws and regulations including those relating to nuclear energy, nuclear materials (including fuels we rely on like HALEU), the environment, export controls, national security, and other broad areas of law.
+Added: Like other companies involved in the generation of nuclear energy, we deal with intense scrutiny from both U.S.
+Added: and foreign governments with respect to our compliance with laws and regulations.
+Added: Many of these laws and regulations are evolving and their applicability and scope, as interpreted by agencies or ultimately the courts, remain uncertain.
+Added: Some of these laws and regulations require that certain aspects of our operations, facilities, and business model be licensed or approved by specific regulators, including the NRC.
+Added: Particularly with regard to our operations, U.S.
+Added: regulators (including the NRC) have little precedent dealing with business models and product roadmaps like ours, which could make regulatory and licensing discussions more complicated than with more traditional providers (for example, providers designing and building light water reactor plants).
+Added: Additionally, we work in close collaboration with the DOE’s National Laboratories and various other governmental bodies (for example, the U.S.
+Added: Department of Defense, or various state or local bodies).
+Added: These collaborations often impose legal and/or contractual restrictions on us that arise out of laws or regulations that may otherwise not apply to us as a private commercial business.
+Added: Our compliance with these laws, regulations, and contractual commitments may be onerous and could, individually or in the aggregate, increase our cost of doing business, impact the financial viability of our business model, limit our ability to pursue certain business practices or offer certain products and services, cause us to change our business models and operations, affect our competitive position relative to our peers, and/or otherwise harm our business, reputation, financial condition, and operating results.
+Added: Additional information regarding certain risks related to government regulations is included in Item 1A, “Risk Factors.”
+Added: Available Information
+Added: We file our annual, periodic and current reports, and other required information, electronically with the SEC.
+Added: The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically.
+Added: We also make available on our website at www.oklo.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
+Added: We use our website, press releases, public conference calls and public webcasts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
+Added: The information disclosed by the foregoing channels could be deemed to be material information.
+Added: As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
+Added: The contents of the websites referred to above are not incorporated into this filing.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.