Oklo Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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 ; and • 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 48 Table of Contents 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. 49 Table of Contents Item 9B. 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 Adjustment As Corrected 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) 50 Table of Contents Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 As Previously Reported Adjustment As Corrected As Previously Reported Adjustment As Corrected 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 Adjustment As Corrected As Previously Reported Adjustment As Corrected 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 Net loss — (53,368,069) (53,368,069) Balance as of June 30, 2024 383,737,617 (114,861,513) 269,306,333 Adjustment 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 As Corrected 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) 51 Table of Contents Six Months Ended June 30, 2024 As Previously Reported Adjustment As Corrected 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 Adjustment As Corrected 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 Adjustment As Corrected 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) 52 Table of Contents 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 Net loss — (63,327,233) (63,327,233) Balance as of September 30, 2024 385,363,981 (124,820,677) 263,276,601 Adjustment 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 As Corrected 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 Adjustment As Corrected 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 53 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 54 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accountant Fees and Services 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. 55 Table of Contents Part IV Item 15. 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. (c) Exhibits. 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. (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). 4.1* 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). 10.3# Oklo Inc. 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). 10.4# Oklo Inc. 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). 10.5# 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). 10.6# Oklo Inc. 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). 10.7# 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). 10.8# 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). 10.9# 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). 10.10# Oklo Inc. 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). 10.11# 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). 56 Table of Contents 19.1* Insider Trading Policy 21.1 List of Subsidiaries of Oklo Inc . 23.1* Consent of Deloitte & Touche LLP 23.2* 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. 97.1* Oklo Inc. 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). 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document. 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. ** 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. Item 16. Form 10-K Summary None. 57 Table of Contents Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB No. 34 ) F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688 ) F- 3 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Comprehensi ve Loss for the Years Ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Stockholders’ Equity ( Deficit ) for the Years Ended December 31, 2024 and 2023 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F- 9 Notes to Consolidated Financial Statements F- 10 F - 1 Table of Contents 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 We have served as the Company's auditor since 2024. F - 2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Oklo Inc. 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 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 provide a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP 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 F - 3 Table of Contents Oklo Inc. Consolidated Balance Sheets (in thousands, except share data) As of December 31, 2024 2023 Assets Current assets: 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 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: 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 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 (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 14 7 Additional paid-in capital 383,739 27,125 Accumulated deficit ( 135,109 ) ( 61,493 ) 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. F - 4 Table of Contents Oklo Inc. Consolidated Statements of Operations (in thousands, except share data) Years Ended December 31, 2024 2023 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 ) 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. F - 5 Table of Contents Oklo Inc. Consolidated Statements of Comprehensive Loss (in thousands) Years Ended December 31, 2024 2023 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. F - 6 Table of Contents Oklo Inc. 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 ) 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 ) — — — 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. F - 7 Table of Contents 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’ 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. F - 8 Table of Contents Oklo Inc. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2024 2023 Cash flows from operating activities 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 ) Cash flows from 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 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 — 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. F - 9 Table of Contents Oklo Inc. Notes to Consolidated Financial Statements (in thousands, except share data and amounts, and exchange ratio) 1. Nature of Operations and Organization Oklo Inc. (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. 2. Summary of Significant Accounting Policies Basis of Presentation F - 10 Table of Contents 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. GAAP”). 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 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 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. F - 11 Table of Contents 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 F - 12 Table of Contents 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. Leases 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: Level 1: 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. F - 13 Table of Contents Level 2: 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. Level 3: 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. F - 14 Table of Contents 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. Income Taxes 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. 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. The provisions of ASU 2023-09 are effective for annual periods beginning F - 15 Table of Contents 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. 3. 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 Add: accrued interest receivable 44 Add: advance to Legacy Oklo 1,830 Add: prepaid expenses 4 Less: transaction costs and advisor fees paid ( 14,662 ) Less: advisor fees for Earnout Shares ( 1,906 ) Cash and other assets acquired from the Business Combination 261,520 Less: accounts payable ( 12 ) Less: accrued expenses ( 45 ) Less: excise tax payable ( 2,159 ) Less: 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 F - 16 Table of Contents 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; and; • 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; and • 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. F - 17 Table of Contents 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: F - 18 Table of Contents • 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; and • 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) 78,996,459 Sponsor stockholders (as defined in Note 11) (3) 13,950,000 AltC public stockholders (as defined in Note 11) (4) 29,149,811 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 F - 19 Table of Contents 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). 4. Balance Sheet Components Prepaid and Other Current Assets Prepaid and other current assets are summarized as follows: As of December 31, 2024 2023 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, 2024 2023 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. F - 20 Table of Contents Accrued Expenses and Other Accrued expenses and other are summarized as follows: As of December 31, 2024 2023 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 5. Leases 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, 2024 2023 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, 2024 2023 Operating lease costs: Research and development $ 234 $ 210 Sales, general and administrative 87 130 Total operating lease costs (1) $ 321 $ 340 (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: F - 21 Table of Contents Year Ending December 31, 2025 $ 548 2026 566 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 6. 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 $ — $ — Level 1: Money market funds — — — — 94,112 — — U.S. 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 . 7. 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. F - 22 Table of Contents 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. 8. 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) 85.8 % Risk-free rate (2) 3.8 % Expected term (3) 60 months (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. F - 23 Table of Contents (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, 2024 2023 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. 9. 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. 10. Redeemable Convertible Preferred Stock F - 24 Table of Contents 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. 11. 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. F - 25 Table of Contents 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. 12. 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, 2024 2023 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 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. F - 26 Table of Contents 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: F - 27 Table of Contents Number of Units Weighted Average Grant Date Fair Value Unvested Vested Restricted stock units, beginning balance — — — Granted 1,390,298 — 8.02 Vested ( 134,832 ) 134,832 7.78 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, 2024 2023 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. 13. Income Taxes 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, 2024 2023 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 ) Total deferred tax assets 674 — Deferred tax liabilities: Right-of-use assets ( 207 ) — Unrealized gain on marketable securities ( 467 ) — Total deferred tax liabilities ( 674 ) — Net deferred assets $ — $ — F - 28 Table of Contents 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 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, 2024 2023 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: F - 29 Table of Contents Years Ended December 31, 2024 2023 Valuation allowance for deferred tax assets - beginning of year $ 11,184 $ 6,777 Change in valuation allowance for deferred tax assets during the year 15,591 4,407 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, 2024 2023 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. 14. 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. 15. 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. 16. Segment Information F - 30 Table of Contents 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. 17. Subsequent Events 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. F - 31 Table of Contents SIGNATURES 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. Oklo Inc. (Registrant) Date: March 24, 2025 By: /s/ JACOB DEWITTE Jacob DeWitte Chief Executive Officer and Director (Principal Executive Officer) Date: March 24, 2025 By: /s/ R. CRAIG BEALMEAR R. 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) Date: March 24, 2025 /s/ R. Craig Bealmear Chief Financial Officer R. Craig Bealmear (Principal Financial Officer and Principal Accounting Officer) Date: March 24, 2025 /s/ Caroline Cochran Chief Operating Officer and Board Member Caroline Cochran Date: March 24, 2025 /s/ Sam Altman Sam Altman Sam Altman Chairman and Board Member Date: March 24, 2025 /s/ Michael Klein Michael Klein Michael Klein Board Member Date: March 24, 2025 /s/ Michael Thompson Michael Thompson Michael Thompson Board Member Date: March 24, 2025 /s/ Daniel B. Poneman Daniel B. Poneman Daniel B. Poneman Board Member Date: March 24, 2025 /s/ Lieutenant General (Ret.) John Jansen Lieutenant General (Ret.) John Jansen Table of Contents Lieutenant General (Ret.) John Jansen Board Member Date: March 24, 2025 /s/ Richard W. Kinzley Richard W. Kinzley Richard W. Kinzley Board Member Date: March 24, 2025