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Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-29 · 1013 added, 1084 removed, 58 unchanged (97% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2023.

This annual report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2024 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Our management assessed our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to a material weakness as it relates specifically to infrequent and complex transactions.

This weakness has not been remediated as of the date of filing this Annual Report.

We intend to undertake the following remediation measures to address the material weakness described in this Annual Report:

• Improve processes where management reviews information provided by third parties ;

• Implement additional controls where finance and accounting reviews any amendments to third party agreements, as supported through hiring or use of third-party consultants and specialists, to ensure appropriate accounting treatment.

We expect that the remediation of this matter that was deemed a material weakness will be fully complete no later than December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls.

Except as described above under “Management’s Annual Report On Internal Control over Financial Reporting” there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Other Information

During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

Immaterial Correction of Interim Condensed Consolidated Financial Statements

During the fiscal quarter ended June 30, 2024, we entered into a Business Combination with AltC.

Pursuant to the Merger Agreement, the following transactions were consummated:

• immediately before the Closing the SAFEs converted to Class A common stock, and

• in connection with the Closing, certain Legacy Oklo equity holders (i.e., the Earnout Shares) and certain Sponsor shares unvested and became subject to vesting condition (i.e., the Founder Shares) based on certain triggering events with the fair value recognized as a deemed dividend at the measurement date (collectively the Earnout Shares and the Founder Shares were previously presented as a “deemed dividend - earnout and founder shares” on the condensed consolidated statements of operations).

In preparing our 2024 annual consolidated financial statements, we identified additional information regarding the fair value calculation of the SAFEs upon the consummation of the reverse recapitalization in connection with the Business Combination.

The additional information obtained led management to reevaluate the change in fair value of the SAFEs previously recorded in prior interim periods, and determine that such change in fair value should have been $2,055,662 less than previously reported.

As a result, we have recorded a decrease of $2,055,662 in the change in fair value during the period from amounts previously reported.

Further, we determined the tabular presentation of the deemed dividend for the Earnout and Founder Shares, and related impact to net loss attributable to common stockholders and loss per share on our interim statements of operations was not appropriate.

As a result of these matters, we plan to prospectively correct the condensed consolidated financial statements and related footnotes as of and for the periods ended June 30, 2024 and September 30, 2024 (the “quarterly financial statements”) for these items in future filings.

Management evaluated the above misstatements and concluded they were not material to our quarterly financial statements, individually or in the aggregate;

however, we plan to correct our quarterly financial statements for the interim periods of 2024 as presented below.

The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the three and six months ended June 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending June 30, 2025:

Condensed Consolidated Balance Sheet (unaudited)

As of June 30, 2024

As Previously Reported

Additional paid-in capital $ 383,737,617 $ (2,055,662) $ 381,681,955

Accumulated deficit (114,861,513) 2,055,662 (112,805,851)

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

As Previously Reported

Statement of operations [increase (decrease)]:

Change in fair value of simple agreements for future equity $ (13,126,959) $ 2,055,662 $ (11,071,297) $ (29,919,959) $ 2,055,662 $ (27,864,297)

Total other loss (11,411,385) 2,055,662 (9,355,723) (28,063,082) 2,055,662 (26,007,420)

Loss before income taxes (29,182,363) 2,055,662 (27,126,701) (53,204,448) 2,055,662 (51,148,786)

Net loss (29,345,984) 2,055,662 (27,290,322) (53,368,069) 2,055,662 (51,312,407)

Deemed dividend - earnout and founder shares (487,934,600) 487,934,600 — (487,934,600) 487,934,600 —

Net loss attributable to common stockholders (517,280,584) 517,280,584 — (541,302,669) 541,302,669 —

Net loss per share:

Basic and diluted - Class A common stock (0.29) 0.02 (0.27) (0.63) 0.02 (0.61)

Net loss per share attributable to common stockholders:

Basic and diluted - Class A common stock (5.17) 5.17 — (6.36) 6.36 —

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

As Previously Reported

Net loss $ (29,345,984) $ 2,055,662 $ (27,290,322) $ (53,368,069) $ 2,055,662 $ (51,312,407)

Total comprehensive loss (28,927,965) 2,055,662 (26,872,303) (52,950,050) 2,055,662 (50,894,388)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Six Months Ended June 30, 2024

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

As Previously Reported

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination $ 86,193,118 $ — $ 86,193,959

— (53,368,069) (53,368,069)

Balance as of June 30, 2024 383,737,617 (114,861,513) 269,306,333

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (2,055,662) — (2,055,662)

Net loss — 2,055,662 2,055,662

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination 84,137,456 — 84,138,297

Net loss — (51,312,407) (51,312,407)

Balance as of June 30, 2024 381,681,955 (112,805,851) 269,306,333

Condensed Consolidated Statement of Cash Flows (unaudited)

Six Months Ended June 30, 2024

As Previously Reported

Net loss $ (53,368,069) $ 2,055,662 $ (51,312,407)

Change in fair value of simple agreements for future equity 29,919,959 (2,055,662) 27,864,297

Reclassification of simple agreements for future equity in connection with Business Combination 86,193,959 (2,055,662) 84,138,297

Condensed Consolidated Balance Sheet (unaudited)

The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the nine months ended September 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending September 30, 2025:

As of September 30, 2024

As Previously Reported

Additional paid-in capital $ 385,363,981 $ (2,055,662) $ 383,308,319

Accumulated deficit (124,820,677) 2,055,662 (122,765,015)

Condensed Consolidated Statement of Operations (unaudited)

Nine Months Ended September 30, 2024

As Previously Reported

Statement of operations [increase (decrease)]:

Change in fair value of simple agreements for future equity $ (29,919,959) $ 2,055,662 $ (27,864,297)

Total other loss (25,516,196) 2,055,662 (23,460,534)

Loss before income taxes (62,938,649) 2,055,662 (60,882,987)

Net loss (63,327,233) 2,055,662 (61,271,571)

Deemed dividend - earnout and founder shares (487,934,600) 487,934,600 —

Net loss attributable to common stockholders (551,261,833) 551,261,833 —

Net loss per share:

Basic and diluted - Class A common stock (0.65) 0.02 (0.63)

Net loss per share attributable to common stockholders:

Basic and diluted - Class A common stock (5.65) 5.65 —

Condensed Consolidated Statement of Comprehensive Loss (unaudited)

Nine Months Ended September 30, 2024

As Previously Reported

Adjustment As Corrected

Net loss $ (63,327,233) $ 2,055,662 $ (61,271,571)

Total comprehensive loss (60,606,146) 2,055,662 (58,550,484)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Nine Months Ended September 30, 2024

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

As Previously Reported

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination $ 86,193,118 $ — $ 86,193,959

— (63,327,233) (63,327,233)

Balance as of September 30, 2024 385,363,981 (124,820,677) 263,276,601

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (2,055,662) — (2,055,662)

Net loss — 2,055,662 2,055,662

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination 84,137,456 — 84,138,297

Net loss — (61,271,571) (61,271,571)

Balance as of September 30, 2024 383,308,319 (122,765,015) 263,276,601

Condensed Consolidated Statement of Cash Flows (unaudited)

As of September 30, 2024

As Previously Reported

Net loss $ (63,327,233) $ 2,055,662 $ (61,271,571)

Change in fair value of simple agreements for future equity 29,919,959 (2,055,662) 27,864,297

Reclassification of simple agreements for future equity in connection with Business Combination 86,193,959 (2,055,662) 84,138,297

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Our current directors and executive officers are as follows:

Chief Executive Officer and Director

Michael Klein

Chairman of the Board of Directors

Chief Financial Officer

Allison Green

Peter Lattman

Sam Altman has served as our Chief Executive Officer and a director on our board of directors since July 2021.

Altman is also the co-founder and Chief Executive Officer of OpenAI since March 2019.

Prior to joining OpenAI, Mr.

Altman served as President of Y Combinator from February 2014 until March 2019.

Altman currently serves as the Chairman of the board of directors of Helion Energy, Inc.

Altman previously served as the Chairman of the board of directors of Y Combinator, and he previously served on the board of directors of Expedia Group, Inc., Reddit, Inc., Bridgetown Holdings Ltd.

and Bridgetown 2 Holdings Ltd.

Altman was selected to serve on the board of directors due to his service as AltC’s Chief Executive Officer as well as his extensive technology industry experience.

Michael Klein has been the Chairman of our board of directors since February 2021 and previously served as Chief Executive Officer and President from February 2021 until the pricing of the Initial Public Offering.

Klein is also the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VII and the Chief Executive Officer of Churchill Capital Corp IX, both of which are blank check companies whose respective sponsors are affiliates of M.

Klein Associates, Inc.

Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018.

Churchill Capital Corp merged with Clarivate Analytics in May 2019.

Klein served as a member of the board of directors of Clarivate Plc from May 2019 until October 2020.

Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019.

Churchill Capital Corp II merged with Skillsoft Corp.

in June 2021, and Mr.

Klein currently serves on the board of directors of Skillsoft Corp.

Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019.

Churchill Capital Corp III merged with MultiPlan, Inc.

in October 2020, and Mr.

Klein currently serves on the board of directors of MultiPlan, Inc.

Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company formed in 2020.

Churchill Capital Corp IV merged with Lucid Group, Inc.

in July 2021.

Klein was also previously the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until November 2023, and Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until December 2023.

Klein is the founder and managing partner of M.

Klein and Company, LLC, which he founded in 2012.

Klein and Company, LLC is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives.

Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors.

Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions.

He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney 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.

Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science

in Economics with concentrations in finance and accounting.

Klein was selected to serve on the board of directors due to his significant investment banking and advisory experience.

Jay Taragin has served as our Chief Financial Officer since February 2021.

Taragin is also the Chief Financial Officer of Churchill Capital Corp VII since May 2020, Chief Financial Officer of Churchill Capital Corp IX since December 2023 and Chief Financial Officer of MKA, which he joined in May 2019.

He was previously the Chief Financial Officer of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations.

He was also previously the Chief Financial Officer of Churchill Capital Corp V from its initial public offering until November 2023 and the Chief Financial Officer of Churchill Capital Corp VI from its initial public offering until December 2023.

Prior to joining MKA, Mr.

Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017.

Prior to Scotiabank, Mr.

Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009.

In addition, Mr.

Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant.

Taragin is a certified public accountant and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Frances Frei has served as a director on our board of directors since July 2021.

Frei has been a Professor of Technology and Operations Management at Harvard Business School since 1998.

Her research investigates how leaders create the conditions for organizations and individuals to thrive by designing for excellence in strategy, operations and culture.

She regularly advises senior executives embarking on large-scale change initiatives and organizational transformation, including embracing diversity and inclusion as a performance lever.

From 2017 to 2018, Ms.

Frei took a leave of absence from Harvard to serve as Uber’s first Senior Vice President of Leadership and Strategy with a mandate to help the company navigate its very public crisis in leadership and culture.

Frei is the best-selling co-author of Uncommon Service:

How to Win by Putting Customers at the Core of Your Business and Unleashed:

The Unapologetic Leader’s Guide to Empowering Everyone Around You and is the author of the 2023 book Move Fast and Fix Things:

The Trusted Leaders Guide to Solving Hard Problems.

Frei has served on the board of directors of Robinhood Markets, Inc.

since November 2021 and served on the board of directors of Blue Buffalo Pet Products, Inc.

from December 2014 through acquisition by General Mills in April 2018.

She received her BA from the University of Pennsylvania and PhD from the Wharton School.

Frei’s experience advising companies in operational excellence and her extensive knowledge and understanding of corporate strategy, organizational effectiveness and finance, make her well qualified to serve on our board.

Allison Green has served as a director on our board of directors since July 2021.

Green is currently the Chief Financial Officer, Chief Compliance Officer, Secretary and Corporate Treasurer of SuRo Capital Corp, a publicly traded venture capital portfolio.

She joined SuRo Capital in March 2019, having served as Senior Vice President and Controller at its former external advisor, GSV Asset Management, from July 2017 to March 2019.

Prior to GSV Asset Management, from April 2016 to November 2016, Ms.

Green was Controller at Rise Companies Corp, parent company of Fundrise, a Washington, DC-based crowdfunded real estate investment platform, where she led financial reporting of the parent company to a successful SEC Regulation A+ Tier 2 crowdfunded Initial Public Offering.

Prior to Fundrise, from October 2014 to April 2016, Ms.

Green was the Controller at the Girl Scout Council of the Nation’s Capital following her time as a ProInspire Fellow at the Council, where she worked on modernizing the financial aspects of the annual Girl Scout Cookie Sale, the largest girl-run business in the world.

Before the ProInspire Fellowship, Ms.

Green was a member of the Fund Management and Coinvestment teams at The Carlyle Group, focusing on Europe and US Real Estate and Energy Funds from June 2009 to April 2012.

While at The Carlyle Group, Ms.

Green founded the firm’s Young Professionals Employee Resource Group.

Green began her career at Deloitte & Touche in Los Angeles in 2006 as an audit associate focused on financial services clients.

Green holds dual degrees in Business (Finance) and Accounting from the University of Southern California.

Green was selected to serve on our board of directors due to her significant financial and leadership experience.

Peter Lattman has served as a director on our board of directors since November 2021.

Lattman has served as managing director of media at Emerson Collective since April 2016.

In that role, he oversees Emerson’s investments and grants in media and journalism, which include The Atlantic, where he serves as vice chair and a member of its board of directors.

He also serves on the boards of the American Journalism Project and the Committee to Protect Journalists.

Prior to joining Emerson, Peter worked as a journalist at The New York Times and The Wall Street Journal.

Earlier in his career, he worked at Goldman Sachs in the investment management division and practiced law at Kramer Levin Naftalis & Frankel LLP.

He earned his undergraduate degree in History and Literature from Harvard University and a law degree from Fordham University.

Lattman was selected to serve on our board of directors due to his significant leadership experience, including in finance and legal matters.

Thornton has served as a director on our board of directors since July 2021.

Thornton has served as Chairman of Barrick Gold Corporation since February 2024, following his role as Executive Chairman from April 2014 to February 2024.

He also has served as Non-Executive Chairman of PineBridge Investments, a global asset manager, since December 2014, and as Chairman of RedBird Capital Partners, a private investment firm, since August 2023.

Thornton has served on the board of directors of the Ford Motor Company since March 1996, Lenovo Group Limited since August 2023, Divergent Technologies, a digital advanced manufacturing company, since April 2022, and SparkCognition, an industrial artificial intelligence company, since December 2018.

He is lead director on all four boards.

He is a Professor of the Tsinghua University School of Economics and Management in Beijing and serves as the Director of its Global Leadership Program.

He is also an Advisory Board member of Tsinghua’s School of Economics and Management and its School of Public Policy and Management.

Thornton is Co-Chair of the Asia Society and Chairman Emeritus of the Brookings Institution in Washington, D.C.

Thornton retired as President and Director of The Goldman Sachs Group, Inc.

His previous roles included Chairman of Goldman Sachs Asia and Co-Chief Executive of Goldman Sachs International, where he oversaw the firm’s business in Europe, the Middle East, and Africa.

Thornton is also on the advisory boards or board of trustees of the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership

Thornton’s extensive experience in finance and business matters, both domestically and internationally, makes him well qualified to serve on our board.

Number and Terms of Office of Officers and Directors

Our board of directors consists of six members.

Holders of our founder shares have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares do not have the right to vote on the election of directors during such time;

provided, however, that with respect to the election of directors in connection with a meeting of the stockholders of the company in which a business combination is submitted to the stockholders of the company for approval, holders of the Class A common stock and holders of the Class B common stock, voting together as a single class, shall have the exclusive right to vote for the election of directors.

These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of the Class B common stock then outstanding.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors, consisting of Mr.

Lattman and Mr.

Thornton, will expire at our annual meeting of stockholders in 2026.

The term of office of the second class of directors, consisting of Ms.

Green, will expire at the annual meeting of stockholders in 2024.

The term of office of the third class of directors, consisting of Mr.

Altman and Mr.

Klein, will expire at the annual meeting of stockholders in 2025.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing our Sponsor then on our board, or by a majority of the holders of our founder shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent.

Our board has determined that each of Ms.

Lattman and Mr.

Thornton is an independent director under applicable SEC and NYSE rules.

Executive Officer and Director Compensation

None of our officers or directors have received any compensation for services rendered to us.

Our Sponsor, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or any of their respective affiliates.

We may engage M.

Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company.

All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Both our audit committee and our compensation committee are composed solely of independent directors.

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors.

Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below.

The charter of each committee is available on our website.

Audit Committee

The members of our audit committee are Ms.

Green and Mr.

Lattman, and Ms.

Green serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that Ms.

Green qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees of the independent auditors;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The audit committee is governed by a charter that complies with the rules of the NYSE.

Compensation Committee

The members of our Compensation Committee are Ms.

Green and Mr.

Lattman, and Ms.

Green serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

● reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

The compensation committee charter complies with the rules of the NYSE.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Ms.

Green and Mr.

Lattman, and Ms.

Frei serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company;

● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

The charter complies with the rules of the NYSE.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that during the fiscal year ended December 31, 2023, there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

You are able to review these documents on our website at https://altcacquisitioncorp.com/.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on such website promptly following the date of such amendment or waiver.

Corporate Governance Guidelines

Our board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which our board of directors and its committees operate.

These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

A copy of our corporate governance guidelines is posted on our website.

Conflicts of Interest

Our management team is responsible for the management of our affairs.

As described above and below, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

Our Strategic and Operating Partners and their personnel, if any, may have a duty to offer acquisition opportunities to clients or other parties.

Such persons will have no duty to offer acquisition opportunities to the company unless presented to them solely in their capacity as a director of the company and after they had satisfied any contractual and fiduciary obligations to other parties.

As a result, such persons may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination.

Consequently, we may be precluded from procuring such opportunities.

In addition, investment ideas may be suitable both for us and for a Strategic and Operating Partner or any of its clients, and will be directed initially to such persons rather than to us.

In addition, any of our Strategic and Operating Partners or their personnel 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.

Any such companies may have presented additional conflicts of interest in pursuing an acquisition target.

In particular, M.

Klein and Company, Mr.

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.

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).

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.

We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or M.

Klein and Company, or policies applicable to M.

Klein and Company, will materially affect our ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation.

Our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, another blank check company prior to completion of our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities (including the activities of M.

Klein and Company).

● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● Our Sponsor, officers and directors 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 consummation of our initial business combination.

Additionally, our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and private placement shares held by them if we fail to consummate our initial business combination within the completion window.

However, if our initial stockholders or any of our officers, directors or affiliates acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the completion window.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement shares held in the trust account will be used to fund the redemption of our public shares.

With certain limited exceptions, and except as agreed in connection with our proposed initial business combination, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of:

(1) one year after the completion of our initial business combination;

and (2) the date on which we consummate a liquidation, merger, stock exchange, reorganization or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up.

With certain limited exceptions, the private placement shares will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial business combination.

Since our Sponsor owns common stock and each of our directors currently has a direct or indirect economic interest in our Sponsor, our Sponsor, officers and directors that have an economic interest in our Sponsor may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

● Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

● Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination.

● We may engage M.

See “Item 1A.

Risk Factors— We may engage M.

Klein and Company, or another affiliate of our Sponsor, as our lead financial advisor on our business combinations and other transactions.

Any fee in connection with such engagement may be conditioned upon the completion of such transactions.

This financial interest in the completion of such transactions may influence the advice such affiliate provides ” .

● The conflicts described above may not be resolved in our favor.

● In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

o the corporation could financially undertake the opportunity;

o the opportunity is within the corporation’s line of business;

o it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors have similar legal obligations and duties relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and there will not be any expectancy that any of our directors or officers will offer any such corporate opportunity of which he or she may become aware to us.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations that may present a conflict of interest.

Name of Individual

Entity’s Business

Michael Klein

Klein and Company

Strategic advice

Founder and Managing Member

Skillsoft Corp.

Digital learning and talent solutions

Churchill Capital Corp VII

Blank check company

Chief Executive Officer, President and Chairman of the Board of Directors

MultiPlan, Inc.

Healthcare cost management solutions

Churchill Capital Corp IX

Blank check company

Chief Executive Officer

Klein and Company

Strategic advice

Chief Financial Officer

Churchill Capital Corp VII

Blank check company

Chief Financial Officer

Churchill Capital Corp IX

Blank check company

Chief Financial Officer

Artificial intelligence

Chief Executive Officer

Helion Energy, Inc.

Archimedes Advisory Group

Strategic advice

Robinhood Markets, Inc.

Financial services

Allison Green

SuRo Capital Corp.

Financial services

Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer

Co-Chair of Board of Trustees

Barrick Gold Corporation

China Investment Corporation

Investment management

International Advisory Council Member

Divergent Technologies

Digital advanced manufacturing

Lead Director

Ford Motor Company

Lead Director

King Abdullah University of Science and Technology (KAUST)

Lenovo Group Limited

Lead Director

Klein & Company

Strategic advice

Advisory Board Member

McKinsey Advisory Counsel

PineBridge Investments

Financial services

Director and Non-Executive Chairman

RedBird Capital Partners

Financial services

Silk Road Finance Corporation

Financial services

Chairman and Director

SparkCognition, Inc.

Artificial intelligence

Lead Director

General Atlantic Service Company, L.P

Private equity

Advisory Board of BeyondNetZero

Peter Lattman

Emerson Collective

Managing Director

Vice Chair, Director

American Journalism Project

Committee to Protect Journalists

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or M.

Klein and Company, or policies applicable to M.

Klein and Company, will materially affect our ability to complete our initial business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with M.

Klein and Company, any of our Strategic and Operating Partners, our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business that is affiliated with M.

Klein and Company, any of our Strategic and Operating Partners, our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

In addition, our Sponsor or any of its affiliates (including M.

Klein and Company), may make additional investments in the company in connection with the initial business combination, although our Sponsor and its affiliates have no obligation or current intention to do so.

If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete an initial business combination.

In the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed to vote any founder shares, private placement shares and any public shares held by them in favor of our initial business combination, and our officers and directors have also agreed to vote public shares purchased by them (if any) during or after the Initial Public Offering in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or stockholders for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.

We entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

In connection with the Initial Public Offering, we have undertaken that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024.

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us.

We pay monthly recurring expenses of $30,000 to an affiliate of our Sponsor for office space, administrative and support services.

Upon completion of the initial business combination or our liquidation, the company will cease paying these monthly fees.

Accordingly, as of December 31, 2023, an affiliate of our Sponsor has been paid a total of approximately $893,225 ($30,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our Sponsor, executive officers, directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates.

After the completion of our business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

Any compensation to be paid to our executive officers will be determined by a compensation committee constituted solely by independent directors.

We may not take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our Class A common stock as of the date of this Annual Report, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock;

● each of our executive officers and directors;

● all our executive officers and directors as a group.

In the table below, percentage ownership is based on 30,600,521 shares of Class A common stock outstanding and 12,500,000 shares of Class B common stock outstanding as of March 29, 2024.

All of the shares of Class B common stock are held by our sponsor.

Shares of Class A common stock that may be obtained upon conversion of shares of Class B common stock are deemed to be outstanding for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Class A Shares

Name and Address of Beneficial Owner (1)

AltC Sponsor LLC (2)(3)

Sam Altman (4)

Michael Klein (2)(3)

Frances Frei (4)

Allison Green (4)

Peter Lattman (4)

Empyrean Capital Overseas Master Fund, Ltd.

Tiger Global Investments, L.P.

Encompass Capital Advisors LLC (7)

Fort Baker Capital Management LP (8)

Meteora Capital, LLC (9)

Millennium Management LLC (10)

Magnetar Financial (11)

All directors and executive officers as a group (7 individuals) (2)(3)(4)

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o AltC Acquisition Corp., 640 Fifth Avenue, 12 th Floor, New York, NY 10019.

(2) Interests shown consist of 1,450,000 shares of Class A common stock and 12,500,000 shares of Class B common stock which are referred to herein as founder shares.

Such founder shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis.

(3) Michael Klein is the controlling stockholder of M.

Klein Associates, Inc., which is the managing member of AltC Sponsor LLC.

The shares beneficially owned by AltC Sponsor LLC may also be deemed to be beneficially owned by Mr.

This table includes shares purchased by AltC Sponsor LLC in the private placement.

(4) Sam Altman, Allison Green, Peter Lattman, Frances Frei and John L.

Thornton, all of whom are directors of the company, each have an economic interest in shares of our common stock through his or her ownership of a membership interest or affiliated membership in our Sponsor, but do not beneficially own any of our founder shares, private placement shares or Class A common stock.

(5) According to the Schedule 13G/A, filed on February 14, 2024, by Empyrean Capital Partners, LP, a Delaware limited partnership (“ECP”), which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company (“ECOMF”), and Amos Meron, a United States citizen who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the shares of Class A common stock directly held by ECOMF.

(collectively, the “Empyrean Parties”), the business address of such parties is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

The Empyrean Parties collectively hold 3,056,992 shares of Class A common stock, which are held through ECOMF, ECP and Mr.

(6) According to the Schedule 13G/A, filed on February 14, 2024, by Tiger Global Investments, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC and Charles P.

Coleman III (collectively, the “Tiger Global Parties”), the business address of such parties, with the exception of Tiger Global Investments, L.P., is c/o Tiger Global Management, LLC, 9 West 57th Street, 35th Floor, New York, NY 10019.

The business address of Tiger Global Investments, L.P.

is c/o Citco Fund Services (Cayman Islands) Limited, P.O.

Box 31106, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands.

The Tiger Global Parties collectively hold 3,056,992 shares of Class A common stock.

(7) According to the Schedule 13G/A, filed on February 14, 2024, by Encompass Capital Advisors LLC, a Delaware limited liability company, Encompass Capital Partners LLC, a Delaware limited liability company (“Encompass Capital Partners”) and Todd J.

Kantor (collectively, the “Encompass Parties”), the business address of such parties is 200 Park Avenue, 16th Floor, New York, NY 10166.

The Encompass Parties collectively hold 2,833,601 shares of Class A common stock, 2,259,477 of which are held by Encompass Capital Partners.

(8) According to the Schedule 13G, filed on February 14, 2024, by Fort Baker Capital Management LP, a Delaware limited partnership, Fort Baker Capital, LLC, a Delaware limited liability company and Steven Patrick Pigott (collectively, the “Fort Baker Parties”), the business address of such parties is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94939.

The Fort Baker Parties collectively hold 2,520,845 shares of Class A common stock.

(9) According to the Schedule 13G filed on February 14, 2024, by Meteora Capital, LLC, a Delaware limited liability company, and Vik Mittal (collectively, the “Meteora Parties”), the business address of such parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

The Meteora Parties collectively hold 2,321,377 shares of Class A common stock.

(10) According to the Schedule 13G, filed on October 18, 2023, by ICS Opportunities, Ltd., a Cayman Islands limited company (“ICS”), Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group”), and Mr.

Englander, a United States citizen (collectively, the “Millennium Parties”), who serves as the sole voting trustee of the managing member of Millennium Group, the managing member of Millennium Management, the business address of such parties is 399 Park Avenue, New York, New York 10022.

Millennium Management serves as the investment manager of ICS.

The Millennium Parties collectively hold 1,843,200 shares of Class A common stock, 1,578,300 of which are held by ICS.

(11) According to the Schedule 13G/A, filed on January 31, 2024, by Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (“Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company, and Mr.

Snyderman (“Mr.

Snyderman”), a United States citizen who serves as the manager of Supernova Management (collectively, the “Magnetar Parties”), the business address of such parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

The Magnetar Parties hold 1,654,623 shares of Class A common stock.

The amount consists of (i) 648,857 shares of Class A common stock held for the account of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company;

(ii) 250,986 shares of Class A common stock held for the account of Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company;

(iii) 115,250 shares of Class A common stock held for the account of Purpose Alternative Credit Fund - T LLC;

(iv) 161,744 shares of Class A common stock held for the account of Magnetar SC Fund Ltd, a Cayman Islands exempted company;

(v) 234,258 shares of Class A common stock held for the account of Magnetar Structured Credit Fund, LP, a Delaware limited partnership;

(vi) 202,635 shares of Class A common stock held for the account of Magnetar Lake Credit Fund LLC, a Delaware limited liability company;

and (vii) 40,893 shares of Class A common stock held for the account of Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company (the holding entities referred to as, collectively, the “Magnetar Funds” hereafter).

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares of Class A common stock held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

Our Sponsor beneficially owns 32.4% issued and outstanding shares of our common stock (including the private placement shares).

Our Sponsor has the right to elect all of our directors prior to the consummation of our initial business combination as a result of holding all of the founder shares.

In addition, because of this ownership block, our Sponsor may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.

Our 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.

Proceeds from the private placement shares will be added to the proceeds from the Initial Public Offering to be held in the trust account.

If we do not complete our initial business combination within the completion window, the proceeds of the sale of the private placement shares held in the trust account were used to fund the redemption of our public shares.

The private placement shares are subject to the transfer restrictions described below.

Our Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence” below for additional information regarding our relationships with our promoters.

Certain Relationships and Related Transactions, and Director Independence

In March 2021, our Sponsor purchased an aggregate of 43,125,000 founder shares for an aggregate purchase price of $25,000.

On March 9, 2021, the Sponsor forfeited 14,375,000 founder shares for no consideration.

Following 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.

The founder shares included an aggregate of up to 1,250,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

As a result of the underwriters’ election to fully exercise their over-allotment option, no founder shares are currently subject to forfeiture.

The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of the Initial Public Offering (excluding the private placement shares).

Each of our directors has an economic interest in the founder shares and private placement shares purchased by our Sponsor as a result of his or her membership interest or affiliated membership in our Sponsor.

Our Sponsor purchased 1,450,000 private placement shares for a purchase price of $10.00 per share in the Private Placement.

As such, our Sponsor’s interest in the Initial Public Offering is valued at $14,500,000.

The private placement shares may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial business combination.

As described in “Item 10 .

Directors, Executive Officers and Corporate Governance —Conflicts of Interest ”, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us.

In March 2021, our Sponsor agreed to loan us up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note.

The loan was non-interest bearing, unsecured and due on the earlier of December 31, 2021 or the completion of the Initial Public Offering.

We borrowed $500,000 under this promissory note and repaid the full outstanding balance of the promissory note on July 12, 2021.

We entered into an Administrative Services Agreement pursuant to which we also pay an affiliate of our Sponsor a total of $30,000 per month for office space, administrative and support services.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

We may engage M.

Our Sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor, an affiliate of our Sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust

account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

The shares would be identical to the private placement shares issued to our Sponsor.

The terms of such loans by our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post- combination business to determine executive officer and director compensation.

We have entered into a registration rights agreement with respect to the founder shares, private placement shares and shares issued upon conversion of working capital loans (if any).

The holders of these securities (and any shares of Class A common stock issuable upon conversion of the founder shares) will be entitled to make up to three demands, excluding short form registration demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities (in the case of the founder shares, only after conversion to shares of Class A common stock) pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs, (1) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and (2) in the case of the private placement shares, the period ending 30 days after the completion of the company’s initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statement.

Related Party Policy

We had not yet adopted a formal policy for the review, approval or ratification of related party transactions as of the completion of the Initial Public Offering.

Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

Since the completion of the Initial Public Offering, we have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction.

A majority of the members of the entire audit committee constitutes a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee are required to approve a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that

our initial business combination is fair to our company from a financial point of view.

There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is).

However, the following payments may be, or have been, made to our Sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) permitted withdrawals:

● repayment of $600,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

● at the closing of our initial business combination, a customary financial advisory fee to M.

Klein and Company, or another affiliate of our Sponsor, in an amount that constitutes a market standard financial advisory fee for comparable transactions;

● payment to an affiliate of our Sponsor of a total of $30,000 per month for office space, administrative and support services;

● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

● repayment of loans which may be made by our Sponsor, an affiliate of our Sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

These payments may be funded using the net proceeds of the Initial Public Offering and the sale of the private placement shares not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have “independent directors” as defined in the NYSE rules and applicable SEC rules.

Our board has determined that each of Ms.

Lattman and Mr.

Thornton is an independent director under applicable SEC and NYSE rules.

Our independent directors will have regularly scheduled sessions at which only independent directors are present.

Principal Accountant Fees and Services

The following is a summary of fees paid or to be paid to Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2023 and 2022 totaled $238,222 and $86,005, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and 2022.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023 and 2022.

All Other Fees.

We did not pay Marcum for other services for the year ended December 31, 2023 and 2022.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules .

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules:

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibits and Financial Statement Schedules

(a) See the Index to Consolidated Financial Statements on Page F-1 of this Annual Report.

(b) The information required to be submitted in the Financial Statement Schedules has either been shown in the financial statements or notes, or is not applicable or required under Regulation S-X;

therefore, those schedules have been omitted.

The exhibits listed below are filed as part of this Annual Report or are incorporated herein by reference, in each case as indicated below.

EXHIBIT INDEX

Exhibit Number Description

2.1 Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Merger Sub, Inc.

and Oklo Inc.

(filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023)

Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Certificate of Amendment to AltC’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023)

Bylaws (incorporated by reference to the Exhibit 3.4 filed with the company’s registration statement on Form S-1 filed by the registrant on March 15, 2021)

Specimen Class A Common Stock Certificate (incorporated by reference to the Exhibit 4.1 filed with the company’s registration statement on Form S-1 filed by the registrant on May 7, 2021)

Description of Registrant’s Securities (incorporated by reference to the Exhibit 4.2 filed with the company’s annual report on Form 10-K filed by the registrant on March 31, 2022)

Form of Letter Agreements, among the company and each of its officers and directors and the Sponsor (incorporated by reference to the Exhibit 10.5 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Investment Management Trust Agreement, dated July 7, 2021, between the company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.2 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Amendment to the Investment Management Trust Agreement, dated as of July 5, 2023, by and between AltC Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.6 filed with the company’s registration statement on Form S-4 filed by the registrant on September 27, 2023)

Registration Rights Agreement, dated July 7, 2021, among the company and certain other security holders named therein (incorporated by reference to the Exhibit 10.3 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC and certain other parties thereto (filed with the company’s registration statement on Form S-4 filed by the registrant with the SEC on September 27, 2023)

Private Placement Share Purchase Agreement, dated July 7, 2021, between the company and the Sponsor (incorporated by reference to the Exhibit 10.4 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Form of Indemnity Agreements, among the company and each of its officers and directors (incorporated by reference to the Exhibit 10.5 filed with the company’s Current Report on Form 8-K filed on July 12, 2021)

Administrative Services Agreement, dated July 7, 2021, between the company and an affiliate of the Sponsor (incorporated by reference to the Exhibit 10.6 filed with the company’s annual report on Form 10-K filed by the registrant on March 31, 2022)

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Compensation Clawback Policy, effective December 1, 2023

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XBRL Taxonomy Extension Calculation Linkbase Document

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(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023).

3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

D escription of Securities

10.1 Amended and Restated Registration Rights Agreement, dated as of May 9, 2024, by and among AltC Acquisition Corp., AltC Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 13, 2024).

10.2 Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC, Oklo Inc.

and certain other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023).

2016 Stock Incentive Plan and forms of equity agreements thereunder (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

Form of Restricted Stock Unit Award Agreement under Oklo Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

Employment Agreement, effective May 9, 2024, by and between the Company and Jacob DeWitte (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024).

Employment Agreement, effective May 9, 2024, by and between the Company and Caroline Cochran (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024).

Employment Agreement, effective May 9, 2024, by and between the Company and R.

Craig Bealmear (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024).

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.12+ to the Company’s Registration Statement on Form S-1, as amended, filed by the registrant with the SEC on August 30, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

10.12 Confidential Letter of Intent to Purchase Power, dated as of February 16, 2024, by and between Oklo Inc.

and Equinix, Inc.

(incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4, as amended, filed by the registrant with the SEC on April 15, 2024).

Insider Trading Policy

21.1 List of Subsidiaries of Oklo Inc .

Consent of Deloitte & Touche LLP

Consent of Marcum LLP

31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

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104 The cover page from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

** Furnished herewith.

This certification that is furnished herewith is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Form 10-K Summary

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 29th day of March, 2024.

ALTC ACQUISITION CORP.

/s/ Sam Altman

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Sam Altman

Chief Executive Officer and Director

March 29, 2024

(Principal Executive Officer)

/s/ Jay Taragin

Chief Financial Officer

March 29, 2024

(Principal Financial and

Accounting Officer)

/s/ Michael Klein

Chairman of the Board of Directors and Director

March 29, 2024

Michael Klein

/s/ Frances Frei

March 29, 2024

/s/ Allison Green

March 29, 2024

Allison Green

/s/ Peter Lattman

March 29, 2024

Peter Lattman

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Comprehensi ve Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity ( Deficit ) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Oklo Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oklo Inc.

and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

San Jose, California

March 24, 2025

ALTC ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

Consolidated Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes t o Consolidated Financial Statements

We have served as the Company's auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

AltC Acquisition Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of AltC Acquisition Corp.

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before July 12, 2024.

The Company entered into an agreement and plan of merger and reorganization with a business combination target on July 11, 2023;

however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to July 12, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after July 12, 2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Oklo Inc., (the “Company”) as of December 31, 2023, the related statements of operations, comprehensive loss, stockholders’ deficit and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America .

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021 .

Houston, Texas

March 29, 2024

ALTC ACQUISITION CORP.

We have served as the Company’s auditor since 2023 through October 9, 2024.

Los Angeles, CA

April 2, 2024, except for Notes 1, 2, 5, 7, 10, 11, 12 and 17, as to which the date is August 30, 2024, and except for Note 16 as to which the date is March 24, 2025

Consolidated Balance Sheets

(in thousands, except share data)

As of December 31,

Current assets:

Prepaid expenses

Cash and cash equivalents $ 97,132 $ 9,868

Marketable debt securities 130,682 —

Prepaid and other current assets 4,125 4,331

Total current assets 231,939 14,199

Marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Marketable debt securities 47,473 —

Property and equipment, net 1,202 578

Operating lease right-of-use assets 982 83

Other assets 140 25

Total assets $ 281,736 $ 14,885

Liabilities and stockholders’ equity (deficit)

Current liabilities:

Accrued expenses

Excise tax liability

Income taxes payable

Accounts payable $ 2,970 $ 2,274

Accrued expenses and other 1,885 836

Operating lease liabilities 481 94

Total current liabilities 5,336 3,204

Deferred tax liability

Deferred legal fee

Deferred underwriting fee payable

Operating lease liabilities, net of current portion 543 —

Simple agreements for future equity — 46,042

Right of first refusal liability 25,000 —

Total liabilities 30,879 49,246

Commitments and contingencies

Class A common stock subject to possible redemption, 29,150,521 and 50,000,000 shares at redemption value of approximately $ 10.41 and $ 10.09 at December 31, 2023 and December 31, 2022, respectively

Stockholders’ deficit

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Class A common stock, $ 0.0001 par value;

500,000,000 shares authorized;

1,450,000 shares issued and outstanding (excluding 29,150,521 and 50,000,000 shares subject to possible redemption) at December 31, 2023 and December 31, 2022, respectively

Class B common stock, $ 0.0001 par value;

100,000,000 shares authorized;

12,500,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Commitments and contingencies (Note 15)

Stockholders' equity (deficit):

Class A common stock, $ 0.0001 par value – 500,000,000 shares authorized;

137,706,596 and 69,242,940 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital 383,739 27,125

Accumulated deficit ( 135,109 ) ( 61,493 )

( 16,320,644 )

( 13,804,143 )

Total stockholders’ deficit

( 8,379,450 )

( 13,802,748 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

ALTC ACQUISITION CORP.

Accumulated other comprehensive income 2,213 —

Total stockholders’ equity (deficit) 250,857 ( 34,361 )

Total liabilities and stockholders’ equity $ 281,736 $ 14,885

See accompanying notes to consolidated financial statements.

Consolidated Statements of Operations

For the Year Ended December 31,

Formation and operational costs

(in thousands, except share data)

Years Ended December 31,

Operating expenses

Research and development $ 26,711 $ 9,763

General and administrative 26,090 8,873

Total operating expenses 52,801 18,636

Loss from operations ( 52,801 ) ( 18,636 )

( 4,270,713 )

Other income (loss)

Change in fair value of simple agreements for future equity ( 27,864 ) ( 13,717 )

Interest and dividend income 7,732 180

Total other income (loss) ( 20,132 ) ( 13,537 )

Loss before income taxes ( 72,933 ) ( 32,173 )

Income taxes ( 683 ) —

Net loss $ ( 73,616 ) $ ( 32,173 )

Net loss per share:

Basic and diluted - Class A common stock $ ( 0.74 ) $ ( 0.47 )

Weighted-average common shares outstanding - basic and diluted - Class A common stock 98,910,013 68,891,996

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Loss

(in thousands)

Years Ended December 31,

Net loss $ ( 73,616 ) $ ( 32,173 )

Other comprehensive income:

Change in unrealized gains on marketable debt securities 2,213 —

Total comprehensive loss $ ( 71,403 ) $ ( 32,173 )

See accompanying notes to consolidated financial statements.

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Year Ended December 31, 2024

Redeemable Convertible Preferred Stock Common Stock Class A Common Stock Additional Paid-in

Capital Accumulated

Deficit Accumulated Other Comprehensive Income Total Stockholders’

Equity (Deficit)

Shares Amount Shares (1)

Par Value (1)

Shares Par Value

Balance as of December 31, 2023, as recast

— $ — — $ — 69,242,940 $ 7 $ 27,125 $ ( 61,493 ) $ — $ ( 34,361 )

Other income (expense):

Interest earned on marketable securities held in Trust Account

Unrealized loss on marketable securities held in Trust Account

Other income, net

Income before provision for income taxes

Provision for income taxes

Exercise of stock options — — — — 2,256,157 — 1,044 — — 1,044

Stock-based compensation — — — — — — 12,484 — — 12,484

Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3) — — — — 43,099,811 4 258,951 — — 258,955

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3) — — — — 8,407,894 1 84,137 — — 84,138

Change in unrealized gains on marketable debt securities

— — — — — — — — 2,213 2,213

Issuance of Class A common stock in connection with earnout awards

— — — — 14,699,794 2 ( 2 ) — — —

Basic and diluted weighted average shares outstanding, shares subject to redemption

Basic and diluted net income per share, shares subject to redemption

Basic and diluted weighted average shares outstanding, shares not subject to redemption

Basic and diluted net income per share, shares not subject to redemption

The accompanying notes are an integral part of these consolidated financial statements.

ALTC ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

Net loss — — — — — — — ( 73,616 ) — ( 73,616 )

Balance as of December 31, 2024 — $ — $ — $ — 137,706,596 $ 14 $ 383,739 $ ( 135,109 ) $ 2,213 $ 250,857

(1) The shares of the Company’s common stock prior to the Business Combination (as defined below) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

Year Ended December 31, 2023

(in thousands, except share data)

Redeemable Convertible Preferred Stock Common Stock Class A Common Stock Additional Paid-in

Capital Accumulated

Deficit Accumulated Other Comprehensive Income Total

Stockholders’

Balance – December 31, 2021

( 13,185,226 )

( 13,183,831 )

Re-measurement for Class A common stock to redemption amount

( 4,544,687 )

Balance – December 31, 2022

( 13,804,143 )

( 13,802,748 )

Re-measurement for Class A common stock to redemption amount

( 2,560,201 )

( 12,225,559 )

( 14,785,760 )

Underwriter fee waiver

Excise tax liability

( 2,159,147 )

Balance – December 31, 2023

( 16,320,644 )

( 8,379,450 )

The accompanying notes are an integral part of these consolidated financial statements.

ALTC ACQUISITION CORP.

Equity (Deficit)

Shares Amount Shares (1)

Par Value (1)

Shares Par Value

Balance as of January 1, 2023, as previously reported 6,585,881 $ 25,032 4,771,025 $ — — $ — $ 1,209 $ ( 29,320 ) $ — $ ( 28,111 )

Retroactive application of reverse recapitalization (Note 3) ( 6,585,881 ) ( 25,032 ) ( 4,771,025 ) — 68,845,564 7 25,025 — — 25,032

Balance as of January 1, 2023, after effect of reverse recapitalization — — — — 68,845,564 7 26,234 ( 29,320 ) — ( 3,079 )

Exercise of stock options — — — — 397,376 — 114 — — 114

Stock-based compensation — — — — — — 777 — — 777

Net loss — — — — — — — ( 32,173 ) — ( 32,173 )

Balance as of December 31, 2023 — $ — — $ — 69,242,940 $ 7 $ 27,125 $ ( 61,493 ) $ — $ ( 34,361 )

(1) The shares of the Company’s common stock prior to the reverse recapitalization have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

For the Year Ended December 31,

(in thousands)

Years Ended December 31,

Cash flows from operating activities

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 22,231,067 )

( 7,277,660 )

Unrealized loss on marketable securities held in Trust Account

Deferred tax (benefit) provision

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Income taxes payable

Net loss $ ( 73,616 ) $ ( 32,173 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 268 75

Change in fair value of simple agreements for future equity 27,864 13,717

Accretion of discount on marketable debt securities ( 520 ) —

Stock-based compensation 12,484 777

Change in operating assets and liabilities:

Prepaid and other current assets ( 1,520 ) ( 126 )

Other assets ( 115 ) 26

Accounts payable ( 1,762 ) 1,344

Accrued expenses and other ( 1,504 ) 384

Operating lease right-of-use assets and liabilities 31 ( 22 )

Net cash used in operating activities ( 38,390 ) ( 15,998 )

( 10,844,603 )

Cash flows from investing activities

Cash withdrawn from Trust Account to pay franchise and income taxes

Cash withdrawn from Trust Account for working capital purposes

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Purchases of property and equipment ( 352 ) ( 83 )

Purchases of marketable debt securities ( 291,620 ) —

Proceeds from redemptions of marketable debt securities 116,198 —

Net cash used in investing activities ( 175,774 ) ( 83 )

Cash flows from financing activities

Redemptions of common stock

( 215,914,673 )

Net cash used in financing activities

( 215,914,673 )

Net change in cash

( 1,948,667 )

Cash — Beginning of period

Cash — End of period

Supplemental cash flow information:

Proceeds from recapitalization 276,210 —

Proceeds from exercise of stock options 1,044 114

Proceeds from right of first refusal liability 25,000 —

Proceeds from simple agreements for future equity 10,232 19,325

Payment of deferred issuance costs ( 11,058 ) ( 3,144 )

Net cash provided by financing activities 301,428 16,295

Net increase in cash and cash equivalents 87,264 214

Cash and cash equivalents - beginning of year 9,868 9,654

Cash and cash equivalents - end of year $ 97,132 $ 9,868

Supplemental disclosures of cash flow information

Cash paid for interest $ — $ —

Cash paid for income taxes 907 —

Non-cash investing and financing activities:

Remeasurement for Class A common stock to redemption amount

Deferred underwriting fee payable

Excise tax liability accrued for common stock redemptions

The accompanying notes are an integral part of these consolidated financial statements.

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

AltC Acquisition Corp.

(the “Company”) was incorporated in Delaware on February 1, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

On July 5, 2023, the Company formed AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of AltC (“Merger Sub”).

Merger Sub owns no material assets and does not operate any business.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2023, the Company had not commenced any operations.

All activity for the period from February 1, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2021.

On July 12, 2021, the Company consummated the Initial Public Offering of 50,000,000 shares (the “Public Shares”) of Class A common stock, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Public Shares, at $ 10.00 per Public Share, generating gross proceeds of $ 500,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,450,000 shares of Class A common stock (each, a “Private Placement Share” and, collectively, the “Private Placement Shares”) at a purchase price of $ 10.00 per Private Placement Share in a private placement to AltC Sponsor LLC (the “Sponsor”), an affiliate of M.

Klein Associates, Inc., generating gross proceeds to the Company of $ 14,500,000 , which is described in Note 4.

Transaction costs amounted to $ 26,652,125 , consisting of $ 8,580,000 of underwriting discount, net of $ 1,420,000 reimbursed from the underwriters, $ 17,500,000 of deferred underwriting discount and $ 572,125 of other offering costs.

Following the closing of the Initial Public Offering on July 12, 2021, an amount of $ 500,000,000 ($ 10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $ 1,000,000 , and to pay its tax obligations.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the Trust Account are held or will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation.

As a result, we will receive interest on the funds held in the Trust Account.

Furthermore, such cash (which may include demand deposit accounts) is held in bank accounts, which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”).

While we have only placed our Trust Account deposits with JPMorgan Chase Bank N.A., only a small portion of the funds in our Trust Account will be guaranteed by the FDIC.

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 had 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”).

The Charter Amendment was filed with the Secretary of State of the State of Delaware on October 11, 2023.

In connection with the vote to approve the Charter Amendment, holders of 20,849,479 shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of approximately $ 215.91 million.

As such, the Company will record a 1 % excise tax liability in the amount of approximately $ 2.16 million on the consolidated balance sheets.

The liability will not impact the consolidated statements of operations and will be offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination.

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals).

The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Placement Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one hundred percent ( 100 )% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

On July 11, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Oklo Inc., a Delaware corporation (“Oklo”) (see Note 6).

Pursuant to the Charter Amendment, the Company has until July 12, 2024 (or such earlier date as determined by the Company’s board of directors), to complete a Business Combination.

If the Company is unable to complete a Business Combination by July 12, 2024, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 to pay dissolution expenses), divided by the number of the 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, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Window.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $ 10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals.

This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity, Capital Resources and Going Concern

As of December 31, 2023, we had cash of $ 1,628,692 and working capital deficit of $ 1,431,773 .

The Company’s liquidity needs up to December 31, 2023 were satisfied through the proceeds of $ 25,000 from the sale of the Founder Shares (Note 5) and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $ 1,000,000 , in addition to available interest to pay any tax liabilities.

These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering.

For the year ended December 31, 2023, the Company has withdrawn interest earned from the Trust Account of $ 7,895,936 for tax liabilities, $ 215,914,673 in connection with redemption and $ 1,000,000 for permitted withdrawal related to working capital.

For the year ended December 31, 2022, the Company has withdrawn interest earned from the Trust Account of $ 195,000 for tax liabilities and $ 1,000,000 for permitted withdrawal related to working capital.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these consolidated financial statements if a Business Combination is not consummated.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company has until July 12, 2024 (or such earlier date as determined by the Company’s board of directors) to complete its initial business combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 12, 2024 (or such earlier date as determined by the Company’s board of directors).

The Company intends to complete a Business Combination before the mandatory liquidation date.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law.

The IR Act provides for, among other things, a 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

corporations after December 31, 2022.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption).

The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.

In addition, a number of exceptions apply to this excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax.

The notice generally provides that if a publicly traded U.S.

corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, or cash available for distribution in a subsequent liquidation.

Whether and to what extent we would be subject to the excise tax in connection with an initial business combination will depend on a number of factors, including (i) the structure of the initial business combination, (ii) the fair market value of the redemptions and repurchases in connection with the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury.

However, to mitigate this uncertainty, funds in the trust account will not be used to pay for excise tax liabilities with respect to redemptions of theClass A common stock in connection with an extension of the completion window, a business combination or our liquidation.

As such, as of December 31, 2023, the Company recorded $ 2,159,147 a 1 % excise tax liability on the consolidated balance sheets.

Supplemental noncash investing and financing activities

Reclassification of deferred issuance costs in connection with business combination $ 5,510 $ —

Reclassification of simple agreements for future equity in connection with business combination 84,138 —

Deferred issuance costs included in accounts payable 1,906 443

Deferred issuance costs included in accrued expense and other — 122

Purchases of computer software in accounts payable and accrued expense and other 540 392

See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements

(in thousands, except share data and amounts, and exchange ratio)

Nature of Operations and Organization

(following the Business Combination where AltC Acquisition Corp.

("AltC") changed its name to Oklo Inc., the “Company” or “Oklo”) conducts its operations through its subsidiary Oklo Technologies, Inc., a Delaware corporation incorporated on July 3, 2013 (formerly known as Oklo Inc.

before the Business Combination and referred to herein as “Legacy Oklo”) (as further described under the heading Business Combination below).

The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale.

The Company plans to commercialize its metal-fueled fast reactor technology with the Aurora powerhouse product line.

The first commercial Aurora powerhouse designs are expected to produce up to 15 and 75 megawatts of electricity (“MWe”) on both recycled nuclear fuel and fresh fuel.

Oklo’s advanced fission technology has a history of successful operation, first demonstrated by the Experimental Breeder Reactor-II, which sold and supplied power to the grid and showed effective waste recycling capabilities for over 30 years of operation.

Furthermore, Oklo has achieved several significant deployment and regulatory milestones, including securing a site use permit from the U.S.

Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) Site and a fuel award from INL for a commercial-scale advanced fission power plant in Idaho.

Business Combination

On May 9, 2024, the Company 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.), AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”), and Legacy Oklo.

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”) (as further described in Note 3).

Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc.

The Company’s Class A common stock commenced trading on the New York Stock Exchange (“NYSE”) under the symbol “OKLO” on May 10, 2024.

Liquidity and Capital Resources

As of December 31, 2024, the Company’s cash, cash equivalents and marketable debt securities were $ 275,287 , which includes the proceeds received from the Business Combination.

The Company continues to incur significant operating losses.

For the year ended December 31, 2024, the Company had a net loss of $ 73,616 , loss from operations of $ 52,801 and net cash used in operating activities of $ 38,390 .

As of December 31, 2024, the Company had an accumulated deficit of $ 135,109 .

The Company will utilize its existing cash, cash equivalents and marketable debt securities to fund its powerhouses, operations, and growth plans.

The Company believes that as a result of the Business Combination, its existing cash, cash equivalents and marketable debt securities will be sufficient to fund its operations for the one-year period following the issuance date of these consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation.

These reclassifications were immaterial, both individually and in aggregate.

These changes did not impact previously reported loss from operations or net loss.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

Segment Information

The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources.

The Company's principal business consists primarily of research and development activities for its planned powerhouses and nuclear recycling facilities.

Accordingly, the Company has determined that it operates in one reportable segment.

For more information about the Company's single operating and reportable segment, see Note 16.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is 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 (the “JOBS Act”), and it may 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries Oklo Technologies, Inc.

and Oklo Power LLC.

All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

As of December 31, 2023, the cash balance of $ 1,628,692 reflected on the consolidated balance sheets include $ 825,842 that was withdrawn from the trust account and is only to be used for tax related expenses per the Trust Agreement entered into on July 7, 2021.

On January 17, 2024 and January 22, 2024, the Company paid New York State tax and New York City tax of $ 370,632 and $ 381,809 , respectively.

The remaining $ 73,401 will be paid towards current accrued and future incurred tax obligations.

Cash and Marketable Securities Held in the Trust Account

As of December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash and U.S.

Treasury Bills, respectively.

During the year ended December 31, 2023, the Company withdrew an amount of $ 1,000,000 , $ 7,895,936 and $ 215,914,673 of available for working capital, from interest earned on the Trust Account to pay franchise and income tax obligations and in connection with redemption, respectively.

During the year ended December 31, 2022, the Company withdrew $ 1,000,000 and $ 195,000 of available interest for working capital purposes and tax obligations, respectively.

As of December 31, 2023, all Trust Account funds were held as cash in a demand deposit account that accrues interest monthly.

As of December 31, 2022, all of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value.

The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2023 and December 31, 2022, the Class A common stock reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds

Class A common stock issuance costs

( 26,652,125 )

Remeasurement of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2022

( 215,914,673 )

Remeasurement of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2023

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2023 and 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it.

Our effective tax rate was 33.92 % and 27.30 % for the year ended December 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets and transaction costs associated with the Business Combination that are classified as permanent differences.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes.

Actual results could differ materially from these estimates.

On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of the operating lease liabilities and operating right-of-use assets, useful lives of property and equipment, stock-based compensation expense, valuation allowance on deferred tax assets, fair value of simple agreements for future equity and valuations related to the Business Combination.

These estimates, judgments, and assumptions are based on current and expected economic conditions, historical data, and experience available at the date of the accompanying consolidated financial statements, and various other factors that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Risk and Uncertainties

The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation, instability in the global banking system, trade policy (including tariffs, export controls, and sanctions), and geopolitical factors, including the ongoing conflicts in Ukraine and Israel.

At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities.

Given the nature of the business, the ongoing conflicts in Ukraine and Israel have not had a specific impact on the Company’s financial performance.

These estimates may change as new events occur and additional information is obtained and will be recognized in the financial statements as soon as they become known.

Net Loss Per Share

The Business Combination was accounted for as a reverse recapitalization, as Legacy Oklo was determined to be the accounting acquirer under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations .

Accordingly, for accounting purposes, the transaction is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization;

therefore, the basic net loss per share has been determined utilizing the outstanding shares of the Class A common stock as described below.

The Company’s basic net loss per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, by dividing the net loss by the weighted-average number of shares of Class A common stock outstanding for the period, without consideration for potential dilutive securities.

Diluted net loss per share of Class A common stock is computed by dividing net loss by the weighted-average number of shares of Class A common stock and common share equivalents of potentially dilutive securities outstanding for the period.

Potentially dilutive securities include common stock equivalents.

Since the Company was in a loss position for the years presented, basic net loss per share of Class A common stock is the same as diluted net loss per share of Class A common stock since the effects of potentially dilutive securities are antidilutive.

The outstanding potentially dilutive common stock equivalents consisting of:

(1) options to purchase shares of Class A common stock representing 9,470,382 and 11,426,653 shares as of December 31, 2024 and 2023, respectively, and (2) unvested restricted common stock units representing 1,252,166 as of December 31, 2024, have been excluded from the calculation of diluted net loss per Class A common share due to their anti-dilutive effect.

Emerging Growth Company Status

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company.

As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting.

Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

The cost of marketable debt securities is adjusted for accretion of premiums and amortization of discounts to maturity.

Such accretion and amortization, as well as interest and dividends, are included in interest and dividend income.

The cost of securities sold is determined using the specific identification method.

Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive income on the consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review.

If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors.

The credit loss is measured as the amount by which the debt security's amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value.

Impairment is assessed at the individual security level.

Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss.

Any impairment that is not credit-related is recognized in accumulated other comprehensive loss in the consolidated balance sheets.

The Company’s investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations.

The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other income (loss) on the consolidated statements of operations.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable securities.

The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S.

government to limit the amount of credit exposure.

The Company currently maintains a portfolio of cash equivalents and marketable securities in money market funds and U.S.

treasury securities.

A portion of the Company’s operating cash is held in accounts in excess of the Federal Deposit Insurance Corporation insurance limits;

however, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity.

The Company has not experienced any losses on cash equivalents and marketable debt securities.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization.

Expenditures for repairs and maintenance that do not improve or extend the life of the assets are expensed as incurred.

When property and equipment are sold or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any resulting gains or losses are included on the consolidated statements of operations.

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:

Furniture and fixtures 7 years

Computers 3 to 7 years

Software 3 years

Leasehold improvements Shorter of lease term or estimated useful life of the asset

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow.

If the future undiscounted cash flow is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

No impairment losses were recognized on any long-lived assets during the years ended December 31, 2024 and 2023.

The Company has lease arrangements for its offices.

The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets.

Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option.

The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined.

In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term.

Lease ROU assets consist of the initial measurement of lease liabilities, any lease payments made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company.

Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term.

There were no finance leases as of December 31, 2024 and 2023.

Fair Value Measurements

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below.

There are no transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements.

Financial instruments measured at fair value on a recurring basis were based upon a three-tier hierarchy as follows:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S.

treasury securities and money market funds.

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data.

Unobservable inputs in which little or no market data exists, therefore developed using management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety.

In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses and other approximate their fair value due to the short-term nature of these assets and liabilities.

The Company’s marketable debt securities are classified as Level 1 or Level 2 assets (as further described in Note 6).

The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing, and the Founder Shares were recorded at fair value at Closing of the Business Combination and were equity classified as Level 3 liabilities (as further described in Note 3).

The Company’s SAFEs were carried at fair value and classified as Level 3 liabilities (as further described in Note 7).

Preferred Stock

The Company had issued redeemable convertible preferred stock (the “Legacy Oklo Preferred Stock”) that converted into the Company’s Class A common stock on a one -to-one basis based on the Exchange Ratio (as described below) upon consummation of the Business Combination (further details are provided in Note 10).

Given the Business Combination was treated as a reverse recapitalization, the Legacy Oklo Preferred Stock as of January 1, 2023 has been recast as Class A common stock on the consolidated statements of stockholders’ equity (deficit) in accordance with the accounting for the reverse recapitalization (as further described in Note 3).

Research and Development

Research and development represent costs incurred to develop the Company’s technology.

These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs, as well as depreciation and amortization expense for capitalized assets associated with these functions.

The Company expenses all research and development costs in the periods in which they are incurred.

General and Administrative

General and administrative expenses consist primarily of payroll and other personnel-related costs, including stock-based compensation expense, for the Company’s employees involved in general corporate functions including finance and human resources, rent and other occupancy expenses, professional fees for legal and accounting, travel costs, promotional expenses, as well as depreciation and amortization expense for capitalized assets associated with these functions.

Cost-Share Projects

The Company has certain cost-share reimbursable projects for several research and development (“R&D”) projects related to nuclear recycling technologies awarded by the DOE’s Advanced Research Projects Agency-Energy ("ARPA-E") (the “cost-share projects”) where the Company elected to record the reimbursements on a net presentation basis in the consolidated financial statements.

The Company offset certain R&D expenses related to the cost-share projects totaling $ 727 and $ 233 for the years ended December 31, 2024 and 2023, respectively, based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations.

The reimbursable R&D expenses include $ 36 and $ 65 of property and equipment purchased under the guidelines of the cost-share projects during the years ended December 31, 2024 and 2023, respectively, and reflected $ 36 and $ 65 of the cost-share reimbursement as an offset to the cost basis of the property and equipment, resulting in no carrying value for the property and equipment on the consolidated balance sheets and no reported cash flows.

In the event the property and equipment is sold upon completion of the cost-share projects, the Company may be obligated to reimburse the DOE in the event the proceeds are in excess of $ 5 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing expense for all stock-based awards made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements.

The Company recognizes stock-based compensation over each recipient’s requisite service period, which is generally the vesting period.

The Company has elected to recognize actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur.

The Company estimates the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model.

The Black-Scholes option pricing model requires the input of subjective assumptions, including the Legacy Oklo’s common stock fair value and the Company’s Class A common stock fair value (as further described below), expected volatility, expected dividend yield, risk-free rate of return, and the expected term.

The Company classifies stock-based compensation expense in the same manner in which the award recipient’s cash compensation cost is classified on the consolidated statements of operations.

Common Stock Fair Value – Prior to the Closing of the Business Combination, there was no public market for Legacy Oklo’s common stock.

Therefore, Legacy Oklo’s board of directors (the “Legacy Oklo Board”) determined the fair value of Legacy Oklo’s common stock at the time of each grant of stock options by considering a number of objective and subjective factors in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled, “ Valuation of Privately Held Company Equity Securities Issued as Compensation .” Stock options granted by the Legacy Oklo Board have exercise prices equal to the fair value of Legacy Oklo’s common stock, as determined by the Legacy Oklo Board on the date of grant.

After the Closing of the Business Combination, the closing price of the Class A common stock on the NYSE is used as the fair value of the Company’s Class A common stock.

Because the Company has not generated revenue and is anticipated to remain as such for the next several years, income taxes have been minimal to date.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes .

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company has identified the United States, New York City and New York State as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering.

Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs amounted to $ 26,652,125 , which were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Net Income per Common Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period.

Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

For the Year Ended December 31,

Non-redeemable

Non-Redeemable

Basic and diluted net income per common share

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per common share

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000.

The Company has not experienced losses in any account where cash is held.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Recently Adopted Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , a new standard to improve reportable segment disclosures.

The guidance expands the disclosures required for reportable segments in annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 was adopted in the consolidated financial statements, which includes the additional disclosures required for the Company's single operating and reportable segment, for the year ended December 31, 2024, and retrospectively for the years ended December 31, 2023.

Recently Issued and Not Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 50,000,000 Public Shares, which includes the full exercise by the underwriters of their option to purchase an additional 5,000,000 shares, at a price of $ 10.00 per Public Share (see Note 7).

PRIVATE PLACEMENT

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.

The proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account.

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).

RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor purchased 43,125,000 shares of the Company’s Class B common stock for an aggregate price of $ 25,000 (the “Founder Shares”).

On March 9, 2021, the Sponsor forfeited 14,375,000 Founder Shares for no consideration, resulting in an aggregate of 28,750,000 Founder Shares outstanding.

On July 7, 2021, the Sponsor surrendered 16,250,000 Founder Shares for no consideration, resulting in an aggregate of 12,500,000 Founder Shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share forfeiture.

The Founder Shares included an aggregate of up to 1,250,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up.

Administrative Services Agreement

The Company entered into an agreement, commencing on July 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $ 30,000 per month for office space, administrative and support services.

For the year ended December 31, 2023, the Company incurred and paid $ 360,000 in fees for these services.

For the year ended December 31, 2022, the Company incurred and paid $ 360,000 in fees for these services.

The Company may engage M.

Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

There were no fees incurred for the year ended December 31, 2023 and 2022.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $ 10.00 per share.

These shares would be identical to the Private Placement Shares.

No Working Capital Loans were outstanding as of December 31, 2023 and 2022.

COMMITMENTS AND CONTINGENCIES

Merger Agreement

On July 11, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization by and among the Company, Merger Sub, and Oklo, as fully disclosed in a Current Report on Form 8-K filed with the SEC on July 11, 2023.

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.

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.

The aggregate consideration to be paid to the stockholders of Oklo (including, holders of Simple Agreements for Future Equity 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.

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.

Related Agreements

Amended and Restated Registration Rights Agreement

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”).

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.

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.

Amended and Restated Sponsor Agreement

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.

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.

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”).

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”);

which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.

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 is deemed satisfied.

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.

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).

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.

The Restated Sponsor Agreement was analyzed under ASC 815 and due to the variable settlement conditions at closing of the business combination, the Company concluded that the contract is a financial instrument, reported at fair value, and adjusted at each reporting period.

At issuance and December 31, 2023, the Company however, determined that the fair value of the Restated Sponsor Support Agreement was de minimis.

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.

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.

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”).

Legal Demand Letter

On September 29, 2023, the Company received a demand letter from a putative stockholder alleging that the registration statement filed on Form S-4 by the Company with the United States Securities and Exchange Commission on September 27, 2023 contains misleading statements and/or omissions in violation of the federal securities laws and/or state fiduciary duty law.

The stockholder demands that the Company disclose additional information and purports to reserve the right to file a complaint.

The amount of loss exposure, if any, cannot be reasonably estimated at this time.

Registration Rights

Pursuant to a registration rights agreement entered into on July 7, 2021, the holders of the Founder Shares, the Private Placement Shares and shares of Class A common stock that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Public Share, or $ 10,000,000 in the aggregate, payable upon the closing of the Initial Public Offering (of which the underwriters received $ 8,580,000 , which is net of $ 1,420,000 reimbursed fees from the underwriters).

In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Public Share, or $ 17,500,000 in the aggregate.

The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

In October and November 2023, the Company received letters from BofA Securities, Inc., Goldman Sachs & Co.

LLC, and J.P.

Morgan Securities LLC, waiving their rights to their portion of the deferred underwriting fee.

In aggregate, the underwriting fees waived total approximately $ 10.5 million.

Fairness Opinion

On June 6, 2023, the Company engaged a firm to provide a fairness opinion of the proposed Business Combination.

A $ 50,000 retainer payment was due at the time of the engagement letter.

The remaining balance was due prior to issuance of the final opinion.

As of December 31, 2023, the final opinion was delivered and, as such, $ 426,082 was paid.

Due Diligence and M&A Legal Fees

As of December 31, 2023, the Company, contingent upon the consummation of an initial Business Combination will be required to pay due diligence and M&A legal fees in the amount of $ 8,105,261 .

As of December 31, 2023 and 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $ 92,441 and $ 118,715 which are reflected on Company’s consolidated balance sheets, respectively.

For the year ended December 31, 2023 and 2022, the Company incurred $ 0 and $ 26,273 of contingent legal fees.

STOCKHOLDERS’ DEFICIT

Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2023 and 2022, there were 1,450,000 shares of Class A common stock issued and outstanding, excluding 29,150,521 and 50,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

Class B Common Stock — The Company is authorized to issue 100,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of Class B common stock are entitled to one vote for each share.

At December 31, 2023 and 2022, there were 12,500,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one -for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination in consideration for such seller’s interest in the business combination target and any Private Placement Shares issued upon the conversion of Working Capital Loans made to the Company.

NOTE 8 — INCOME TAX

The Company’s net deferred tax assets (liabilities) for the year ended December 31, 2023 and 2022 is as follows:

Deferred tax assets (liabilities)

Startup organizational expenses

Unrealized gain on marketable securities

Total deferred tax assets

Valuation allowance

The provisions of ASU 2023-09 are effective for annual periods beginning

after December 15, 2025.

Early adoption is permitted using either a prospective or retrospective transition method.

The Company expects ASU 2023-09 to require additional disclosures in the notes to its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which will require disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations.

ASU 2024-03 will be applied prospectively;

however, retrospective application is permitted.

ASU 2024-03, as clarified in ASU 2025-01, Clarifying the Effective Date , requires public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact of ASU 2024-03 on its disclosures in the notes to its financial statements.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as Legacy Oklo was determined to be the accounting acquirer.

Under this method of accounting, AltC is treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization (the “recapitalization”).

The net assets of AltC are stated at historical cost, with no goodwill or other intangible assets recorded.

Results of operations prior to the Business Combination are presented as belonging to Legacy Oklo.

The recapitalization had no effect on reported net loss, cash flows, or total assets as previously reported.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash proceeds from recapitalization $ 276,210

accrued interest receivable 44

advance to Legacy Oklo 1,830

prepaid expenses 4

transaction costs and advisor fees paid ( 14,662 )

advisor fees for Earnout Shares ( 1,906 )

Cash and other assets acquired from the Business Combination 261,520

accounts payable ( 12 )

accrued expenses ( 45 )

excise tax payable ( 2,159 )

income taxes payable ( 349 )

Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit) $ 258,955

Earnout Awards – Earnout Shares and Founder Shares

In connection with the Business Combination, the Company issued the following earnout awards:

Earnout Shares – Pursuant to a sponsor letter agreement (the “Sponsor Agreement”), AltC Sponsor LLC (the “Sponsor”) agreed to subject 10 % of its AltC Class A common stock (received as a result of the conversion of its AltC Class B common stock (as described in Note 11) immediately prior to the Closing, such shares, the “AltC founder shares”) to vesting and forfeiture conditions relating to, among other things, price targets for the Company’s Class A common stock for a time period commencing on the Closing and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a Change in Control (a “Change in Control” as defined in the Merger Agreement) (such period, the “Earnout Period”).

All persons that held one or more shares of Legacy Oklo common stock immediately prior to the Closing (after giving effect to the conversion of the Legacy Oklo Preferred Stock (as described in Note 10) and Legacy Oklo SAFEs (as described in Note 7)), and all persons that held one or more vested Legacy Oklo options immediately prior to the Closing

are eligible (the “Eligible Legacy Oklo equity holders”) to receive an aggregate of 15,000,000 additional shares of Class A common stock (the “Earnout Shares”) in three separate tranches upon the occurrence of each Earnout Triggering Event during the Earnout Period as follows:

• Earnout Triggering Event I required the issuance of 7,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 12.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 12.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

• Earnout Triggering Event II required the issuance of 5,000,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 14.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 14.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event II, and, if applicable, Earnout Triggering Event I, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

• Earnout Triggering Event III required the issuance of 2,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 16.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 16.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event III, and, if applicable, Earnout Triggering Event I and Earnout Triggering Event II, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement.

Each Earnout Triggering Event was subject to certain conditions and other provisions.

The stock trading price, as described above, was based upon the closing price per share of Class A common stock, as quoted on the NYSE for any 20 trading days within any 60 consecutive trading day period within the Earnout Period (the “stock trading price”).

If any of the Earnout Triggering Events, as described in the foregoing, were not achieved within the Earnout Period, the Earnout Shares issuable upon the occurrence of the applicable Earnout Triggering Event would have been forfeited.

Founder Shares – At the Closing, the AltC founder shares unvested and will revest over a five-year period following the Closing (the “Vesting Period”), up to 12,500,000 shares of Class A common stock (the “Founder Shares”), in the aggregate in four tranches upon the occurrence of each Vesting Triggering Event as follows:

• Vesting Trigger Event I required the vesting of 6,250,000 of the Founder Shares when the stock trading price equals or exceeds $ 10.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale (as defined in the Sponsor Agreement) of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 10.00 per share;

• Vesting Trigger Event II required the vesting of 3,125,000 of the Founder Shares when the stock trading price equals or exceeds $ 12.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 12.00 per share;

• Vesting Trigger Event III required the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $ 14.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 14.00 per share;

• Vesting Trigger Event IV required the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $ 16.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 16.00 per share.

Each Vesting Triggering Event was subject to certain conditions.

In each case, the price paid or implied in such Sale was to be determined after (i) taking into account the dilutive effect of any Earnout Shares that would have been issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any Founder Shares that would have been forfeited pursuant to the Sponsor Agreement (i.e., the unvested Founder Shares that did not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale).

If any of the Vesting Triggering Events, as described in the foregoing, were not achieved within the Vesting Period, the Founder Shares would have been forfeited.

The Earnout Shares, excluding those attributable to the Legacy Oklo vested option holders, and the Founder Shares are referred to as the “Earnout Awards.”

Accounting for the Earnout Awards – The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing as further described below, and the Founder Shares were recorded at fair value at Closing of the Business Combination and equity classified.

Upon closing of the Business Combination, the estimated fair value of the Earnout Shares and Founder Shares was $ 261,716 and $ 226,219 , respectively.

Because the Business Combination is accounted for as a reverse recapitalization, the fair value of the Earnout Shares was treated as a deemed dividend at the measurement date and the fair value of the Founder Shares were recorded as transaction costs.

As the Company is in an accumulated deficit position as of the measurement date, the Company recorded the issuance of the Earnout Shares in additional paid-in capital (“APIC”), with a corresponding offset recorded to APIC, resulting in a net-nil impact on the APIC balance.

The Company recorded the issuance of the Founder Shares as a transaction cost in APIC.

For the Earnout Shares attributable to the Legacy Oklo vested options, where each Legacy Oklo vested option holder will receive a pro rata share of the Earnout Shares as if their Legacy Oklo vested options were outstanding at the Closing of the Business Combination pursuant to the applicable Earnout Triggering Event, the consolidated statement of operations reflects a noncash stock-based compensation expense of $ 7,784 representing the incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

Issuance of Class A Common Stock Related to the Earnout Awards – After the Business Combination and during the year ended December 31, 2024, the Company issued:

(1) 14,266,446 shares of its Class A common stock underlying the Earnout Shares where the related Earnout Triggering Events were met between November 12, 2024 and November 13, 2024, (2) 433,348 shares of its Class A common stock underlying the Earnout Shares attributable to Legacy Oklo vested options, and (3) 12,500,000 shares of its Class A common stock underlying the Founder Shares where the related Vesting Triggering Events were met between November 5, 2024 and November 13, 2024 (collectively each Earnout Triggering Event and each Vesting Triggering Event are each "Triggering Event").

Each Triggering Event occurred by virtue of the Company’s trading price being equal to or greater than the per share price for each Triggering Event for 20 trading days within a 60 consecutive trading day period.

An additional 300,000 shares of the Company’s Class A common stock that was eligible to be issued related to the Earnout Shares were forfeited for no consideration and no shares were issued.

Fair Value on a Non-Recurring Basis – The fair value of the Earnout Shares and Founder Shares at the Closing was estimated using the Company’s Class A common stock price discounted based on the probability of each Triggering Event being met, and thus represents a Level 2 fair value measurement as defined in ASC 820.

Business Combination

As part of the Business Combination, in the case of holders of Legacy Oklo options, each outstanding Legacy Oklo option was converted into an option to purchase, based on the Exchange Ratio (as described below), upon the same terms and conditions as were in effect with respect to the corresponding Legacy Oklo option immediately prior to the Closing, including with respect to vesting and termination-related provisions, a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Legacy Oklo common stock underlying such Legacy Oklo option immediately prior to the Closing and (y) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Legacy Oklo common stock underlying such Legacy Oklo option immediately prior to the Closing divided by (B) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, the adjustments giving effect to the Business Combination and related transactions are summarized below:

• the Merger of Merger Sub, the wholly owned subsidiary of AltC, with and into Legacy Oklo, with Legacy Oklo as the surviving company;

• each share of Legacy Oklo common stock, including shares of Legacy Oklo common stock issued upon the pre-Closing conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs, was automatically surrendered and no longer exists, and was exchanged, in the aggregate, for an amount equal to $ 10.00 per share of Class A common stock;

• the exchange of all outstanding vested and unvested Legacy Oklo stock options into stock options exercisable for shares of Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio.

At the Closing, each share of Legacy Oklo common stock issued and outstanding immediately prior to the Closing was automatically surrendered and exchanged for 78,996,459 shares of Class A common stock pursuant to the Restated Certificate of Incorporation (as further described in Note 11) and issued to the Company’s stockholders in exchange for all outstanding shares of Legacy Oklo common stock (including shares of Legacy Oklo common stock resulting from the conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs immediately prior to the Closing) at the exchange ratio of 6.062 (the “Exchange Ratio”) pursuant to the terms of the Merger Agreement.

Further, 1,450,000 shares of Class A common stock were issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement (the “AltC private placement shares”).

A reserve was established for issuance up to:

(i) 10,432,749 shares of Class A common stock in respect of the Legacy Oklo options assumed pursuant to the terms of the Merger Agreement;

and (ii) 15,000,000 shares of Class A common stock for the potential future issuance of the Earnout Shares, as outlined above.

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:

Class A Common Stock (1)

Legacy Oklo stockholders (2)

Sponsor stockholders (as defined in Note 11) (3)

AltC public stockholders (as defined in Note 11) (4)

Total AltC stockholders 43,099,811

Total Class A common stock 122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options .

(2) The table includes 70,588,565 shares issued to Legacy Oklo stockholders (consisting of (i) 39,923,611 shares issued to Legacy Oklo Preferred stockholders (for further details see Note 10) and 28,921,953 shares issued to Legacy Oklo common stockholders as of January 1, 2023 (determined by taking the 4,771,025 shares of Legacy Oklo outstanding common stock multiplied by the Exchange Ratio of 6.062 ), together totaling 68,845,564 shares that represent the retroactive application of the recapitalization), (ii) 1,345,625 shares issued to holders of Legacy Oklo options upon the exercise of options from January 1, 2024 through May 9, 2024 and (iii) 397,376 shares issued to holders of Legacy Oklo options upon the exercise of options during the year ended December 31, 2023), and 8,407,894 shares issued upon conversion of the Legacy Oklo SAFEs (for further details see Note 7) outstanding immediately before the Business Combination, together the 70,588,565 and 8,407,894 totaling 78,996,459 .

(3) The table includes 12,500,000 shares issued to the Sponsor representing the Founder Shares that will vest and no longer be subject to forfeiture pursuant to the applicable Vesting Triggering Event and 1,450,000 shares issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement .

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11 ).

Transaction Costs

Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination, in addition to the Founder Shares that were recorded as a transaction cost in APIC.

These costs were initially capitalized as incurred and recorded in prepaid and other current assets as deferred issuance costs on the consolidated balance sheets.

Upon the Closing and the issuance of the Earnout Shares during the year ended December 31, 2024, transaction costs directly related to the issuance of shares of Class A common stock and issuance of the Earnout Shares totaling $ 14,662 and $ 1,906 , respectively, consisting of legal and professional fees, were recognized as an offset to APIC totaling $ 16,568 on the consolidated statements of stockholders’ equity (deficit).

Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets are summarized as follows:

As of December 31,

Prepaid expense $ 2,119 $ 370

Deferred issuance costs — 3,710

Costs-share receivables 600 126

Accrued interest receivable 1,138 —

Rent security 143 —

Refundable deposit 125 125

Total prepaid and other current assets $ 4,125 $ 4,331

Prepaid expenses include prepaid consulting fees, insurance premiums, rent and other charges.

The deferred issuance costs were specific incremental costs of the Business Combination.

Cost-share receivables refer to the monetary assets obtained by the Company through several R&D cost-share projects related to nuclear recycling technologies awarded by the DOE’s ARPA-E.

Refundable deposit represents an advance payment for the grant of a right to purchase certain land, subject to certain conditions.

Prepaid expenses are amortized over the straight-line method over the contract term.

The deferred issuance costs have been charged against the proceeds of the recapitalization.

Cost-share receivables are recorded as eligible costs are incurred.

The refundable deposit will either be applied to the final purchase price of the land or refunded, as amended, no later than June 30, 2025.

Property and Equipment, Net

Property and equipment, net are summarized as follows:

As of December 31,

Computers and equipment $ 366 $ 197

Furniture, fixtures and machinery 146 65

Software 1,020 392

Leasehold improvements 45 31

Total property and equipment, gross 1,577 685

Less accumulated depreciation and amortization ( 375 ) ( 107 )

Total property and equipment, net $ 1,202 $ 578

Depreciation and amortization expenses for the years ended December 31, 2024 and 2023 totaled $ 268 and $ 75 , respectively.

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:

As of December 31,

Accrued professional fees $ 652 $ —

Accrued payroll and bonuses 636 197

Credit card liabilities 261 156

Franchise and income taxes payable 202 —

General accrued expenses 134 483

Total accrued expenses and other $ 1,885 $ 836

As of December 31, 2024, the Company had commercial real estate sublease agreements for office space under operating leases.

The table below presents supplemental information related to operating leases:

Years Ended December 31,

Operating lease costs during the year $ 321 $ 340

Cash payments included in the measurement of operating lease liabilities during the year $ 289 $ 225

Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ 1,185 $ —

Weighted-average remaining lease term (in months) as of year-end 24 5

Weighted-average discount rate during the year 8.76 % 6.85 %

The Company utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:

Years Ended December 31,

Operating lease costs:

Research and development $ 234 $ 210

Sales, general and administrative 87 130

Total operating lease costs (1)

(1) Month-to-month lease arrangements for the years ended December 31, 2024 and 2023 of $ 184 and $ 138 , respectively, are included in operating lease costs.

The minimum lease payments below do not include common area maintenance charges, which are contractual obligations under the Company’s lease, but are not fixed and can fluctuate from year to year and are expensed as incurred.

Common area maintenance charges for the years ended December 31, 2024 and 2023 of $ 111 and $ 90 respectively, are included in operating expenses on the consolidated statements of operations.

Maturities of the operating lease liabilities are summarized as follows as of December 31, 2024:

Year Ending December 31,

Minimum lease payments 1,114

Less imputed interest ( 90 )

Present value of operating lease liabilities $ 1,024

Current portion of operating lease liabilities $ 481

Noncurrent portion of operating lease liabilities 543

Total operating lease liabilities $ 1,024

Financial Instruments

The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of December 31, 2024:

Amortized Cost (1)

Unrealized Gains

Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Noncurrent Marketable Securities

Cash $ — $ — $ — $ — $ 3,020 $ — $ —

Money market funds — — — — 94,112 — —

Treasury securities 156,040 1,688 ( 6 ) 157,722 — 110,249 47,473

Subtotal 156,040 1,688 ( 6 ) 157,722 94,112 110,249 47,473

Level 2 (2) :

Commercial paper 19,902 531 — 20,433 — 20,433 —

Total $ 175,942 $ 2,219 $ ( 6 ) $ 178,155 $ 97,132 $ 130,682 $ 47,473

(1) There was no allowance for expected credit losses on available-for-sale debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

(2) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of December 31, 2024:

Due within 1 year $ 130,682

Due after 1 year through 5 years 47,473

Total fair value $ 178,155

As of December 31, 2023, the Company’s cash and cash equivalents were $ 9,868 .

Simple Agreements for Future Equity

The Company issued simple agreements for future equity (the “Legacy Oklo SAFEs”) to investors (the “SAFEs”) prior to the Business Combination.

The SAFEs allowed investors to purchase equity at a negotiated price at the time of each investor’s entry into such agreement with each investor receiving equity in the future with no set time for conversion.

The SAFEs provided for conversion on an equity financing, as further described below, if such equity financing is consummated.

The SAFEs generally focused on equity rounds;

however, there were terms included for a liquidity event (as further described below) or dissolution event, which allowed for conversion into equity or cash at the option of the holder under certain circumstances.

The Company determined that the SAFEs were not a legal form of an outstanding share or a legal form debt (i.e., no creditors’ rights), therefore, the Company evaluated the SAFEs to determine whether they must be classified as a liability under ASC 480, Distinguishing Liabilities from Equity.

During the years ended December 31, 2024 and 2023, the Company issued SAFEs in exchange for aggregate proceeds of $ 10,232 and $ 18,985 , respectively.

For the years ended December 31, 2024 and 2023, the Company received total cash proceeds of $ 10,232 and $ 19,325 , respectively.

Pursuant the terms of the SAFEs, upon a future equity financing involving preferred shares, SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock equal to the amount invested under the SAFE divided by the lowest price per share of the standard preferred stock, or (ii) the invested amount of the SAFE divided by a discounted price to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap).

Alternatively, upon the occurrence of a change of control, a direct listing or an initial public offering (described as a “liquidity event”) (other than a qualified financing), the investors had the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE.

Given the SAFEs included a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of common stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company, this provision required the SAFEs to be classified as a liability pursuant to ASC 480 because a change in control is an event that was considered not under the sole control of the Company (see Note 8).

Further, if a dissolution event occurred prior to the termination of the SAFEs, the investors would have been entitled to receive a portion of the related proceeds equal to the purchase amount (or the amount received for the SAFE).

In connection with and prior to the Business Combination, the Company and the SAFE investors amended the SAFEs to convert in connection with the consummation of the Business Combination, all of which converted at the Closing as follows:

Legacy Oklo SAFEs Outstanding Principal Balance of SAFEs Before Closing Legacy Oklo Price Per Share Upon Conversion Legacy Oklo Common Stock Issuable Exchange Ratio Class A Common Stock Issued at Closing (1)

Valuation cap of $300,000,000 $ 13,995 $ 22.445945 623,487 6.062 3,779,578

Valuation cap of $500,000,000 28,562 37.409909 763,496 6.062 4,628,316

Total $ 42,557 1,386,983 8,407,894

(1) For further details, refer to Note 3.

As of December 31, 2024 and 2023, the outstanding principal balances for the SAFEs were $ 0 and $ 32,325 , respectively.

Fair Value Measurements

The Company’s SAFEs were recorded at fair value on the consolidated balance sheets.

The fair value of the Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy.

The valuation used probabilities considering pay-offs under various scenarios as described above.

As such, the Company determined the fair value of the SAFEs under the Monte Carlo simulation method which was used to estimate the future market value of invested capital (“MVIC”) of the Company at a liquidity event and the expected payment to the Legacy Oklo SAFE holders at each simulated MVIC value.

The Company believed these assumptions would be made by a market participant in estimating the valuation of the SAFEs.

The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

Changes in the fair value of the SAFEs were recognized on the consolidated statements of operations.

The key assumptions used in the Monte Carlo simulation as of December 31, 2024 are presented in the table below:

Asset volatility (1)

Risk-free rate (2)

Expected term (3)

(1) Asset volatility measures the uncertainty about the realization of expected future returns that was estimated based on the methodologies assuming default risk based on the implied and historical volatility of the share price of peer companies.

(2) Risk-free rate based on the U.S.

Treasury yield in effect at the time of SAFEs consistent with the expected term.

(3) The simulation considers a total 5-year term.

If there are no events occurring within 5 years, then the SAFE holders are expected to receive their principal amount.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Years Ended December 31,

Beginning balance $ 46,042 $ 13,340

SAFEs issued during the period 10,232 18,985

Change in fair value during the period (1) 27,864 13,717

Change in fair value upon conversion on SAFEs at Closing ( 84,138 ) —

Ending balance $ — $ 46,042

(1) The final measurement of fair value at Closing was calculated using the intrinsic value of the SAFEs upon the conversion to common stock.

As of December 31, 2024 and 2023, the estimated fair value of the SAFEs were $ 0 and $ 46,042 , respectively.

The change in fair value during the years ended, as reflected in the above table, is included in other income (loss) on the consolidated statements of operations.

Right of First Refusal Liability

On February 16, 2024, the Company entered into a letter of intent (the “LOI”) with an unrelated third party (the “third party”) for the purchase of power from the Company’s planned powerhouses to serve certain data centers in the U.S.

on a 20-year timeline, and at a rate to be formally specified in one or more future Power Purchase Agreement(s) (each a “PPA”) (subject to the requirement that the price meets the market rate, discount and most favored nation terms contained in the agreement).

In addition, the third party will have the right to renew and extend PPAs for additional 20-year terms.

The LOI, provides for the third party to have a continuing right of first refusal for a period of thirty-six ( 36 ) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses, for power capacity of no less than 100 MWe of energy output and up to cumulative maximum of 500 MWe of total energy output (the “ROFR”).

In exchange for the ROFR and other rights contained in the LOI, in March 2024, the third party paid the Company $ 25,000 (the “Payment”).

In connection with the Payment, the Company agreed to supply power at a discount to the most favored nation pricing that the Company is required to provide to the third party in a future PPA (location to be determined);

provided, that pricing set out in a PPA will include an additional discount if needed such that the total savings against most favored nation pricing over the course of the PPA is equivalent to the Payment.

The Payment is effectively a nonrefundable upfront payment that will be attributed to future power delivery.

The third party can assign its rights under the LOI, in whole or in part, at any time.

As of December 31, 2024, the outstanding balance under the right of first refusal liability was $ 25,000 , as reflected on the consolidated balance sheets.

Redeemable Convertible Preferred Stock

The following table presents the issuance of the Company’s Class A common stock after giving effect to the Exchange Ratio upon consummation of the Business Combination on a one-to-one basis immediately before the Closing for the issued and outstanding shares of the Legacy Oklo Preferred Stock:

Preferred Stock Series Shares Issued and Outstanding Before Closing (1)

Exchange Ratio Class A Common Stock Issued at Closing (1)

Preferred Stock Series A-1 4,526,703 6.062 27,440,874

Preferred Stock Series A-2 55,135 6.062 334,228

Preferred Stock Series A-3 2,004,043 6.062 12,148,509

Totals 6,585,881 39,923,611

(1) For further details, refer to the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2023 in reference to the reverse recapitalization.

Stockholders’ Equity (Deficit)

The Second Amended and Restated Certificate of Incorporation dated May 9, 2024, pursuant to the Restated Certificate filed with the Secretary of the State of Delaware (the “Restated Certificate of Incorporation”), authorized the Company to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of Class A common stock (further details are provided below), par value of $ 0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value of $ 0.0001 per share (further details are provided below).

Subject to the special rights of the holders of any outstanding series of preferred stock, the number shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

Class A Common Stock

Pursuant to the terms of the Restated Certificate of Incorporation, immediately upon the effectiveness of the filing of the Restated Certificate of Incorporation, (i) each share of Class A common stock subject to redemption held by AltC stockholders (the “AltC public stockholders”) was reclassified on a one -for-one basis as one share of the Company’s Class A common stock, (ii) each share of AltC Class A common stock (i.e., the AltC private placement shares) held by the Sponsor was reclassified on a one -for-one basis as one share of the Company’s Class A common stock, and (iii) each share of AltC Class B common stock (i.e., the Founder Shares) held by the Sponsor was converted on a one -for-one basis into a share of Company’s Class A common stock (the “Sponsor stockholders”).

The holders of Class A common stock have one vote for each share of common stock held of record by such holder as of the applicable record date.

Subject to the special rights of holders of any outstanding preferred stock to elect directors, there were seven (7) directors at the time of filing the Restated Certificate of Incorporation.

Thereafter, the number of directors will be exclusively fixed from time to time by resolution of a majority of the Company’s board of directors (the “Board”).

Subject to the special rights of holders of any outstanding series of preferred stock to elect directors, the Board is divided into three classes with the term of each director expiring on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, as follows:

Class I, with a term expiring at the first annual meeting;

Class II, with a term expiring at the second annual meeting;

and Class III, with a term expiring at the third annual meeting.

Reserve of Class A Common Stock – As of December 31, 2024, the Company reserved the following shares of its Class A common stock:

(i) 9,470,382 shares of Class A common stock issuable upon the exercise of outstanding options under the Oklo Inc.

2016 Stock Incentive Plan (the “Legacy Oklo 2016 Plan”);

(ii) 15,872,516 shares of Class A common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

2024 Equity Incentive Plan (the “2024 Plan”);

and (iii) 2,441,926 shares of Class A common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

2024 Employee Stock Purchase Plan (the “2024 ESPP”).

Further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP are described in Note 12.

Exercise of Stock Options – During the years ended December 31, 2024 and 2023, the Company issued shares of its Class A common stock upon the exercise of stock options totaling 2,256,157 and 397,376 , respectively, with proceeds of $ 1,044 and $ 114 , respectively.

Earnout Awards – As discussed above in Note 3, during the year ended December 31, 2024, the Company issued:

(1) 14,699,794 shares of its Class A common stock related to the Earnout Shares, including 433,348 shares of its Class A common stock related to the Earnout Shares attributable to Legacy Oklo vested options, and (2) 12,500,000 shares of its Class A common stock related to the Founder Shares.

Preferred Stock

There are no shares of preferred stock issued and outstanding.

The voting, dividend and liquidation rights of the holders of the Class A common stock are subject to and qualified by the rights of the holders of the preferred stock of any series as may be designated by the Board upon any issuance of the preferred stock of any series.

Stock-based Compensation

Legacy Oklo 2016 Plan – Under the Legacy Oklo 2016 Plan only stock options have been awarded.

The options with a time-based vesting schedule vest at the rate of 20 % per year over a period of 5 years, beginning one year following the related grant date, and expire ten years from the date of the grant.

Options with milestone-based vesting vest upon completion of milestones specific to each grant.

Effective as of May 9, 2024, the Company is no longer issuing new awards under the Legacy Oklo 2016 Plan.

As of December 31, 2024, options to purchase 9,470,382 shares of Class A common stock were outstanding under the Legacy Oklo 2016 Plan.

2024 Plan – The 2024 Plan provides for the issuance of stock options (which may be incentive stock options or nonqualified stock options) stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”) and other stock-based awards to eligible employees, consultants, advisors and non-employee directors.

Awards under the 2024 Plan cover shares of Class A common stock.

Stock options and SARs granted pursuant to the 2024 Plan are subject to a maximum term of ten ( 10 ) years.

Since the 2024 Plan's inception, only RSUs have been awarded under the 2024 Plan.

The 2024 Plan will terminate automatically ten ( 10 ) years after its adoption by the Board.

As of December 31, 2024, 1,386,998 restricted stock units were outstanding under the 2024 Plan, of which 134,832 have vested and 1,252,166 remain unvested.

2024 ESPP – The 2024 ESPP provides eligible employees with an opportunity to purchase Class A common stock from the Company at a pre-determined discounted price and to pay for such purchases through payroll deductions or other approved contributions during “offering periods” under the 2024 ESPP.

The 2024 ESPP will terminate automatically twenty ( 20 ) years after its adoption by the Board.

As of December 31, 2024, the Company has not granted any rights to purchase Class A common stock under the 2024 ESPP.

Compensation costs for the years ended December 31, 2024 and 2023 was estimated for stock options based on the grant date fair value using a Black-Scholes option valuation model, consistent with authoritative guidance utilizing the following assumptions:

Years Ended December 31,

Expected volatility 79.67 % 75.63 % - 78.47 %

Expected dividend yield 0 % 0 %

Risk-free interest rate 4.08 % 3.64 % – 4.87 %

Expected term 6.3 years

Expected Volatility – Legacy Oklo determined volatility based on the historical volatilities of comparable publicly traded companies over a period equal to the expected term because it has no trading history for its common stock price.

The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty.

The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available.

Expected Dividend Yield – The Company has not, and does not, intend to pay dividends.

Risk-free Interest Rate – The Company applies the risk-free interest rate based on the U.S.

Treasury yield in effect at the time of the grant consistent with the expected term of the award.

Expected Term – The Company calculates the expected term using the simplified method.

This method uses the average of the contractual term of the option and the weighted-average vesting period in accordance with authoritative guidance.

Fair Value of Common Stock – The grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board.

Prior to the Closing, there was no public market for the Company’s common stock, therefore, the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included contemporaneous valuations performed by a third-party, important developments in the Company’s operations, sales of redeemable convertible preferred stock, the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock, lack of marketability of its common stock, actual operating results, financial performance, the likelihood of achieving a liquidity event for the Company’s security holders, the trends, the economy in general, the stock price performance and volatility of comparable public companies.

After the Closing, the grant date fair market value is determined based on the Company's Class A common stock trading price.

A summary of the stock option award activity during the year ended December 31, 2024 is as follows:

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years)

Class A common stock awards outstanding at January 1, 2024 11,426,653 $ 1.59 8.47

Granted 351,717 4.37

Exercised ( 2,256,157 ) 0.46

Forfeited ( 51,831 ) 3.18

Class A common stock awards outstanding at December 31, 2024 9,470,382 1.95 7.91

Class A common stock awards exercisable at December 31, 2024 3,256,613 1.29 6.96

Class A common stock awards not vested at December 31, 2024 6,213,769

Class A common stock available for future issuance under the 2024 Plan represent 15,872,516 of authorized shares;

less 1,386,998 restricted stock units outstanding.

As of December 31, 2024 there was approximately $ 9,635 of total unrecognized compensation expense related to outstanding unvested share-based compensation arrangements granted under the Legacy Oklo 2016 Plan.

There are 483,748 unvested options under the Legacy Oklo 2016 Plan for which the requisite service period has not been rendered that are subject to vesting based on the achievement of a performance condition.

The cost is expected to be recognized over a weighted-average period of 3.74 years.

The aggregate grant date fair values of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $ 1,108 and $ 11,343 , respectively.

The weighted-average grant-date fair value of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $ 3.15 and $ 2.27 , respectively.

The intrinsic value for stock options exercised represents the difference between the fair value based on the valuation of the shares of Class A common stock as of the reporting date and the exercise price of the stock option.

The total intrinsic values of Class A common stock options exercised during the years ended December 31, 2024 and 2023 were $ 28,537 and $ 1,112 , respectively.

The total fair value of Class A common stock options vested during the years ended December 31, 2024 and 2023 were $ 2,916 and $ 239 , respectively.

As of December 31, 2024, the intrinsic value of exercisable, in-the-money Class A common stock options was $ 64,930 , and the aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, was $ 182,604 , both based on the fair market value of the Company’s Class A common stock trading price at December 31, 2024 of $ 21.23 per share.

A summary of restricted stock unit award activity during the year ended December 31, 2024 is as follows:

Number of Units

Weighted Average Grant Date Fair Value

Restricted stock units, beginning balance

Granted 1,390,298 — 8.02

( 134,832 ) 134,832 7.78

Deferred tax assets (liabilities), net of valuation allowance

The income tax provision for the year ended December 31, 2023 and 2022 consists of the following:

State and Local

Change in valuation allowance

Income tax provision

As of December 31, 2023 and 2022, the Company did not have any of U.S.

federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2022 , the change in the valuation allowance was $ 338,213 .

For the year ended December 31, 2023, the change in the valuation allowance was $ 996,160 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2023 and 2022 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Business combination expense

Forfeited ( 3,300 ) — 7.46

Restricted stock units outstanding at December 31, 2024

1,252,166 134,832 8.02

As of December 31, 2024, there was approximately $ 9,128 of total unrecognized compensation expense related to restricted stock units granted under the 2024 Plan.

The cost is expected to be recognized over a weighted-average period of 2.97 years.

The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2024 was $ 1,049 .

Stock-based compensation expense charged to operations is summarized as follows:

Years Ended December 31,

Research and development $ 7,797 $ 398

General and administrative 4,687 379

Total costs charged to operations (1)

$ 12,484 $ 777

(1) Year ended December 31, 2024 includes $ 7,784 of incremental costs of the modification of Legacy Oklo’s awards for the vested options-holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

There were $ 683 and $ 0 of state current income taxes for the years ended December 31, 2024 and 2023, respectively, and no deferred income taxes for the years ended December 31, 2024 and 2023.

Significant components of the Company's deferred tax assets are as follows:

As of December 31,

Deferred tax assets:

Net operating loss carryforwards $ 3,078 $ 2,320

R&D credit 2,443 1,424

Capitalized R&D expenses 5,617 2,647

Capitalized start-up expenses 15,628 4,652

Operating lease liabilities 216 —

Stock-based compensation 394 80

Depreciation and amortization 73 17

Accrued expenses — 44

Deferred tax assets 27,449 11,184

Valuation allowance ( 26,775 ) ( 11,184 )

Income tax provision

Total deferred tax assets 674 —

Deferred tax liabilities:

Right-of-use assets

Unrealized gain on marketable securities ( 467 ) —

Total deferred tax liabilities ( 674 ) —

Net deferred assets $ — $ —

The Company regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history, and expected future taxable income on a jurisdiction by jurisdiction basis.

In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Due to the uncertainty surrounding their realization, the Company has recorded a full valuation allowance against the net deferred tax assets.

Accordingly, no deferred tax asset has been recorded on the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company’s unamortized capitalized R&D expenses of approximately $ 26,620 and $ 12,490 , respectively, will be amortized in varying amounts through 2029 for tax purposes.

As of December 31, 2024 and 2023, the Company capitalized certain start-up costs of approximately $ 30,190 and $ 21,950 , respectively, that will be amortized over a 180 -month period beginning with the month in which the Company is considered to be in an active trade or business for tax purposes.

As of December 31, 2024 and 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $ 14,596 and $ 11,022 , respectively, of which approximately $ 12,975 for federal purposes do not expire (limited to 80% of taxable income in a given year).

As of December 31, 2024 and 2023, the Company's state net operating loss carryforwards were not material.

As of December 31, 2024 and 2023, the Company had federal research credit carryforwards of $ 2,443 and approximately $ 1,420 , respectively.

The federal research credit carryforwards will expire at various dates beginning in the year 2035.

The Company may be entitled to claim additional state income tax credits for its 2024 R&D activities, but these amounts have not yet been determined.

Any R&D credits generated by the Company in 2024 would result in an additional deferred tax asset that would be subject to a full valuation allowance.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation.

Accordingly, a Company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“Section 382”).

Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.

Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Section 382 and similar state provision.

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company’s tax returns for the year ended December 31, 2023 and 2022 remain open and subject to examination.

The Company considers New York to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

federal and various state jurisdictions with varying statutes of limitations.

The Company is generally no longer subject to tax examinations for years prior to 2021 for federal purposes and 2020 for state purposes, except in certain limited circumstances.

The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate as follows:

Years Ended December 31,

Federal taxes at statutory rate 21.0 % 21.0 %

State and local taxes, net of federal benefit ( 0.7 ) % 0.2 %

Tax credit carryforward generated 1.8 % 1.9 %

Change in unrealized gains on marketable securities ( 0.6 ) % 0.0 %

Valuation allowance ( 21.4 ) % ( 13.7 ) %

Nondeductible change in fair value of SAFE ( 8.0 ) % ( 9.0 ) %

Transaction costs 2.1 % 0.0 %

Interest expense 1.6 % 0.0 %

Stock-based compensation 3.8 % 0.0 %

Other differences ( 0.5 ) % ( 0.4 ) %

Effective Income Tax Rate ( 0.9 ) % 0.0 %

The effective tax rate for 2024 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S.

deferred tax assets.

The following table represents a roll forward of the qualifying accounts consisting of the valuation allowance for deferred tax assets:

Years Ended December 31,

Valuation allowance for deferred tax assets - beginning of year

$ 11,184 $ 6,777

Change in valuation allowance for deferred tax assets during the year

Valuation allowance for deferred tax assets - end of year

$ 26,775 $ 11,184

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Years Ended December 31,

Balance at beginning of year $ — $ —

Additions for tax positions taken in prior year 142 —

Additions for tax positions related to the current year 129 —

Balance at end of year $ 271 $ —

If fully recognized in the future, there would be no impact to the effective tax rate, and $ 271 would result in adjustments to the valuation allowance.

Interest and penalties related to the unrecognized tax benefits were insignificant period presented.

The Company does not have tax positions that are expected to significantly increase or decrease within the next twelve months.

Retirement Plan

The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations.

The plan allows for discretionary matching contributions by the Company, up to 4 % of eligible annual compensation made by participants of the plan.

The Company contributions to the plan were $ 487 and $ 267 for the years ended December 31, 2024 and 2023, respectively.

Commitments and Contingencies

Contract Commitments

The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors.

These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments (further details are under the heading Operating Lease Agreement in Note 17).

Lease Option Agreement

The Company entered into a non-assignable (unless agreed to the parties) lease option agreement (the “Lease Option”) where it agreed to pay $ 10 per month (the “option payment(s)”), starting on January 1, 2025 and automatically expiring on January 1, 2026 (the “option term”).

The Company may terminate the Lease Option after July 1, 2025 with one-month written notice.

As consideration for the Lease Option, the Company is required to pay $ 70 if the Company exercises its early termination provision, otherwise the required payments will be $ 120 during the option term.

As consideration for the option payment(s), the Company has an exclusive right to enter into a definitive lease agreement for certain property during the option term.

If a definitive lease agreement is entered into during the option term, the option payment(s) will be credited against the required lease payments under the definitive lease agreement, otherwise they will be non-refundable except for a default under the Lease Option.

Contingencies

From time to time, the Company may become involved in litigation matters arising in the ordinary course of business.

The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation.

There were no contingent liabilities as of December 31, 2024.

Segment Information

In accordance with criteria under Topic ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker ("CODM") has been identified as the Chief Executive Officer.

The Company's CODM reviews consolidated results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment.

The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are research and development and general and administrative.

Other segment items are represented by change in fair value of simple agreements for future equity, interest and dividend income and income taxes.

The consolidated statements of operations for the years ended December 31, 2024 and 2023, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of December 31, 2024 and 2023, for the one reportable segment.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the consolidated financial statements.

On January 17, 2024 and January 22, 2024, the Company paid New York State tax and New York City tax of $ 370,632 and $ 381,809 , respectively.

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC.

Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

Restricted Stock Units

On February 3, 2025, the Company granted 300,000 restricted stock units for shares of the Company's Class A common stock to certain employees, of which 80,000 were granted to an executive employee and 220,000 were granted to non-executive employees.

The awards fully vest on November 29, 2025, subject to the applicable employee's continued service through such date.

On March 13, 2025, the Company issued 68,108 shares of its Class A common stock to certain executive employees under the 2024 Plan, which is net of shares withheld for taxes.

Atomic Alchemy Acquisition

On February 28, 2025, the Company acquired all of the common stock outstanding of Atomic Alchemy, Inc.

(“Atomic Alchemy”), by way of statutory merger.

Operating Lease Agreement

Effective January 17, 2025 the Company entered into an operating lease agreement for office space located in Rockville, Maryland, with an expiration date of March 31, 2027.

Board Members

On March 4, 2025, Michael Thompson and Daniel B.

Poneman were appointed as directors by the Board.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

March 24, 2025 By:

/s/ JACOB DEWITTE

Jacob DeWitte

Chief Executive Officer and Director

(Principal Executive Officer)

March 24, 2025 By:

CRAIG BEALMEAR

Craig Bealmear

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

Signature Title

/s/ Jacob DeWitte

Chief Executive Officer and Board Member

Jacob DeWitte (Principal Executive Officer)

March 24, 2025

Craig Bealmear Chief Financial Officer

Craig Bealmear (Principal Financial Officer and Principal Accounting Officer)

March 24, 2025

/s/ Caroline Cochran

Chief Operating Officer and Board Member

Caroline Cochran

March 24, 2025

/s/ Sam Altman Sam Altman

Sam Altman Chairman and Board Member

March 24, 2025

/s/ Michael Klein Michael Klein

Michael Klein Board Member

March 24, 2025

/s/ Michael Thompson

Michael Thompson

March 24, 2025

/s/ Daniel B.

March 24, 2025

/s/ Lieutenant General (Ret.) John Jansen

Lieutenant General (Ret.) John Jansen

March 24, 2025

/s/ Richard W.

Kinzley Richard W.

Kinzley Board Member

March 24, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures