ALCC / AltC Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 Oklo Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number

Up to $539,999,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-287715 PROSPECTUS SUPPLEMENT (To Prospectus dated June 12, 2025) Up to $539,999,000 Common Stock On June 2, 2025, we entered into an Equity Distribution Agreement (the “Sales Agreement”), with Goldman Sachs & Co. LLC, BofA Securities, Inc., B. Riley Securities, Inc. and TD Securities (USA) LLC (collectively, the “Sales Agent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40583 Oklo Inc. (

Underwriting Agreement, dated as of June 12, 2025, by and among the Company and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Oklo Inc. Class A Common Stock, par value $0.0001 per share Underwriting Agreement June 12, 2025 Goldman Sachs & Co. LLC BofA Securities, Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, New Yor

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I

Prospectus Supplement to Prospectus dated June 12, 2025 6,666,667 Shares of Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(5)  Registration No. 333-287715 Prospectus Supplement to Prospectus dated June 12, 2025 6,666,667 Shares of Common Stock This is an offering of 6,666,667 shares of Class A common stock, $0.0001 par value (“Common Stock”) by Oklo Inc. (the “Company”). You should read this prospectus supplement or amendment carefully before you invest in our securiti

SUBJECT TO COMPLETION, DATED JUNE 12, 2025 Prospectus Supplement to Prospectus dated June 12, 2025 Common Stock

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

June 11, 2025

June 11, 2025 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on June 10, 2025.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 10, 2025.

PROSPECTUS 28,241,288 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-280344 PROSPECTUS 28,241,288 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 28,241,288 shares of Class A Common Stock, $0.0001 par value (“Common Stock”)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I.

PROSPECTUS 1,095,179 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-287113 PROSPECTUS 1,095,179 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 1,095,179 shares of Class A Common Stock, $0.0001 par value (“Common Stock”) of

Filing Fee Table.

Calculation of Filing Fee Table Exhibit 107 Registration Statement on Form S-3 (Form Type) Oklo Inc.

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.3 OKLO INC. INDENTURE Dated as of , 20 [                       ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 6 Section 2.2.

Equity Distribution Agreement, dated June 2, 2025, by and among Oklo, Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., B. Riley Securities, Inc. and TD Securities (USA) LLC.

Exhibit 1.2 OKLO INC. Class A Common Stock ($0.0001 par value) Having an Aggregate Offering Price of up to $400,000,000 Equity Distribution Agreement June 2, 2025 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 BofA Securities, Inc. One Bryant Park New York, New York 10036 B. Riley Securities, Inc. 299 Park Ave, 21st Fl New York, New York 10171 TD Securities (USA) LLC 1 Vanderbilt

As filed with the Securities and Exchange Commission on June 2, 2025.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 2, 2025.

As filed with the Securities and Exchange Commission on June 2, 2025.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 2, 2025.

As filed with the Securities and Exchange Commission on June 2, 2025.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 2, 2025.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 14 (To Prospectus dated May 7, 2025) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated May 7, 2025 (the “Prospect

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 14 (To Prospectus dated May 7, 2025) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated May 7, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in this prospectu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40583 Oklo Inc.

1,095,179 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-287113 PROSPECTUS 1,095,179 SHARES OF COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 1,095,179 shares of our Class A Common Stock, $0.0001 par value (“Common Stock”

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-287113 Prospectus Supplement No. 1 (To Prospectus dated May 13, 2025) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2025 (the “Prospec

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-287113 Prospectus Supplement No. 1 (To Prospectus dated May 13, 2025) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-287113). Capitalized terms used in this prospect

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Oklo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule- Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Clas

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054 May 9, 2025 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Energy & Transportation Attn: Liz Packebusch Re: Oklo Inc. Registration Statement on Form S-1 Filed May 8, 2025 File No. 333-287113 To the addressee set forth above, In accordance with Rul

As filed with the Securities and Exchange Commission on May 8.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 8. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OKLO INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 4911 (Primary Sta

28,241,288 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-280344 PROSPECTUS 28,241,288 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 28,241,288 shares of our Class A Common Stock, $0.0001 par value (“Common Stoc

As confidentially submitted to the Securities and Exchange Commission on April 30, 2025. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidenti

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 30, 2025.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Oklo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule- Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Prev

As filed with the Securities and Exchange Commission on April 24, 2025.

Table of Contents As filed with the Securities and Exchange Commission on April 24, 2025.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 13 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 13 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 12 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (

Oklo Inc. Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation

Oklo Inc. Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation v1.0 1 Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation Effective May 10, 2024 1 Purpose The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 11 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40583 Oklo Inc. (Exact name of r

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 10 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF SECURITIES The following is a summary of the capital stock of Oklo Inc. (the “Company”, “we”, “us” or “our”) and provisions of our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), our Amended and Restated Bylaws (“Bylaws”) and certain provisions of Delaware law. This summary does not purport to be complete and is qualified in its

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

Insider Trading Policy

EXHIBIT 19.1 Oklo Inc. Insider Trading Policy (as of March 17, 2025) Insider Trading Policy Oklo Inc. Insider Trading Policy (as of March 17, 2025) S-II-1 Insider Trading Policy Table of contents Table of contents ................................................................................................................... 1 1 Purpose...........................................................

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by the registrant with the SEC on March 24, 2025).

EXHIBIT 21.1 Subsidiaries of Oklo Inc. Subsidiary Jurisdiction Oklo Technologies, Inc. Delaware Oklo Power LLC Delaware Atomic Alchemy Inc. Delaware

2 Oklo team members celebrating the company’s public debut at the New York Stock Exchange. Dear shareholders, The world is catching up to what we’ve known all along: nuclear power is essential to a clean, dependable, and scalable energy future. In 20

Exhibit 99.1 FY 2024 Shareholder Letter 2 Oklo team members celebrating the company’s public debut at the New York Stock Exchange. Dear shareholders, The world is catching up to what we’ve known all along: nuclear power is essential to a clean, dependable, and scalable energy future. In 2024, Oklo took bold steps to lead this transformation. We went public, advanced development at our first commer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 9 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

Agreement of Joint Filing

exhibit A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Oklo Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 Oklo Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number)

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 8 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 7 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 6 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be r

OKLO / Oklo Inc. / DeWitte Jacob - SC 13D/A Activist Investment

SC 13D/A 1 tm2429081d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2 )* Oklo Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) Jacob DeWitte c/o Oklo Inc. 3190 Coronado Drive Santa Clara, CA 95054 (844) 200

Q3 2024 Shareholder Letter 2 MICHAEL KLEIN Founder & Managing Partner of M. Klein & Company, Founder of Churchill Capital JACOB DEWITTE Co-founder, CEO, and Board of Directors Member CHRIS WRIGHT Founder & CEO of Liberty Energy, Inc. (NYSE: LBRT) LT.

Q3 2024 Shareholder Letter 2 MICHAEL KLEIN Founder & Managing Partner of M. Klein & Company, Founder of Churchill Capital JACOB DEWITTE Co-founder, CEO, and Board of Directors Member CHRIS WRIGHT Founder & CEO of Liberty Energy, Inc. (NYSE: LBRT) LT. GEN (RET.) JOHN JANSEN United States Marine Corps RICHARD W. KINZLEY Former CFO of Black Hills Corporation (NYSE: BKH) CAROLINE COCHRAN Co-founder &

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 5 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 5 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

OKLO / Oklo Inc. / Empyrean Capital Partners, LP - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 oklo1030244sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Oklo Inc.(F/K/A AltC Acquisition Corp.) (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) September 30, 2024 (Date of Event Which

OKLO / Oklo Inc. / Fort Baker Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 ef20038622sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oklo Inc.** (Name of Issuer) Class A Common Stock (Title of Class of Securities) 02156V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) ☒ Rule 13d-1(b) ☐ Rule 13d-1(c)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40583 Oklo I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2024 Oklo Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) 0 (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number

OKLO / Oklo Inc. / ICS OPPORTUNITIES, LTD. Passive Investment

SC 13G/A 1 OKLOSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) OKLO INC. (formerly AltC Acquisition Corp.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 02156V109 (CUSIP Number) SEPTEMBER 30, 2024 (Date of event which requires filing of th

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 4 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 3 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

Joint Filing Agreement, dated as of November 6, 2024, among the Reporting Persons.

EX-99.1 2 tm2427553d14ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Oklo Inc. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the p

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number)

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 2 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

LIMITED POWER OF ATTORNEY

EX-99.2 3 tm2427553d14ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my persona

OKLO / Oklo Inc. / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Oklo Inc. (Name of Issuer) Common Stock, Class A (Title of Class of Securities) 02156V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Letter from Marcum LLP dated October 15, 2024.

Exhibit 16.1 October 15, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Oklo Inc. under Item 4.01 of its Form 8-K filed October 15, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Oklo Inc. contained therein. Very truly

OKLO INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280344 Prospectus Supplement No. 1 (To Prospectus dated September 18, 2024) OKLO INC. This prospectus supplement updates, amends and supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in t

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number)

62,440,080 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280344 PROSPECTUS 62,440,080 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 62,440,080 shares of our Class A Common Stock, $0.0001 par value (“Common Stock”) of Okl

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054 September 16, 2024 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attn: Claudia Rios Karina Dorin Re: Oklo Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 30, 2024 File No. 333-280344 To the addressees set forth above, In accordance

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Oklo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule- Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Prev

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054

Oklo Inc. 3190 Coronado Dr. Santa Clara, California 95054 August 30, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: Claudia Rios    Karina Dorin Re: Oklo Inc. Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-280344 To the addressees set forth above: This letter sets forth the response of Oklo

As filed with the Securities and Exchange Commission on August 30, 2024.

Table of Contents As filed with the Securities and Exchange Commission on August 30, 2024.

OKLO / Oklo Inc. / TIGER GLOBAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40583 OKLO IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number)

Q2 2024 Shareholder Letter Oklo is a fast fission clean power technology and nuclear fuel recycling company developing power plants to provide clean, reliable, and affordable energy at scale. We have secured over $300 million in gross proceeds and ar

Exhibit 99.1 Q2 2024 Shareholder Letter Oklo is a fast fission clean power technology and nuclear fuel recycling company developing power plants to provide clean, reliable, and affordable energy at scale. We have secured over $300 million in gross proceeds and are well capitalized to execute our business plan. Oklo’s first Aurora powerhouse is expected to be operational by 2027. Our customer base

OKLO / Oklo Inc. / Encompass Capital Advisors LLC Passive Investment

SC 13G 1 encompass-oklo080124.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oklo Inc. (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the

OKLO / Oklo Inc. / DeWitte Jacob - SC 13D/A Activist Investment

SC 13D/A 1 tm2420935d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Oklo Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) Jacob DeWitte c/o Oklo Inc. 3190 Coronado Drive Santa Clara, CA 95054 (844) 20

As filed with the Securities and Exchange Commission on July 9, 2024

As filed with the Securities and Exchange Commission on July 9, 2024 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Oklo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per sh

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).

Exhibit 99.4 Oklo Inc. 2024 Equity Incentive Plan Notice of Restricted Stock Unit Award You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of the Class A common stock of Oklo Inc. (the “Company” and each share, a “Common Share”) on the following terms: Name of Recipient: «Name» Total Number of RSUs Granted: «TotalRSUs» Date of Grant: «DateGrant»

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).

Exhibit 99.3 2016 Stock Incentive Plan of Oklo Inc. i Table of Contents Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Duration of Options 3 (e)

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).

Exhibit 99.1 Oklo Inc. 2024 Equity Incentive Plan (Adopted by the Board of Directors on July 11, 2023) (Approved by the Stockholders on May 7, 2024) (Effective on May 9, 2024) Oklo Inc. 2024 Equity Incentive Plan ARTICLE 1. INTRODUCTION. The Board adopted the Plan to become effective immediately prior to the Closing (as defined in the Merger Agreement). The purpose of the Plan is to promote the lo

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).

Exhibit 99.2 Oklo Inc. 2024 Employee Stock Purchase Plan (Adopted by the Board of Directors on July 11, 2023) (Approved by the Stockholders on May 7, 2024) (Effective on May 9, 2024) Oklo Inc. 2024 Employee Stock Purchase Plan SECTION 1. PURPOSE OF THE PLAN. The Board adopted the Plan to become effective immediately prior to the Closing (as defined in the Merger Agreement). The purpose of the Plan

As filed with the Securities and Exchange Commission on ‎June 20, 2024.

Table of Contents As filed with the Securities and Exchange Commission on ‎June 20, 2024.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Oklo Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule- Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to b

Oklo Inc. Non-Employee Director Compensation Program

Exhibit 10.12 OKLO INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Oklo Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, a

ALCC / AltC Acquisition Corp. / MITHRIL II LP - SC 13G Passive Investment

SC 13G 1 d818333dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Oklo Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02

JOINT FILING AGREEMENT

EX-99.1 2 d818333dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that

ALCC / AltC Acquisition Corp. / Data Collective IV, L.P. - SC 13G Passive Investment

SC 13G 1 tm2414991d1sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d ) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Oklo Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 02156V109 (CUSIP Number) May 9, 2024

Joint Filing Agreement.

EX-99.1 2 tm2414498d1ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy

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

Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”) is entered into by and between Jacob DeWitte (the “Executive,” “you,” or “they”) and Oklo Inc., a Delaware corporation (the “Company”), and replaces and supersedes the offer letter between the Executive and Oklo Technologies, Inc. (formerly known as Oklo Inc.), a wholly owned subsidiary of the Company (“Oklo Tech”), dat

ALCC / AltC Acquisition Corp. / DeWitte Jacob - SC 13D Activist Investment

SC 13D 1 tm2414498d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Oklo Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) Jacob DeWitte c/o Oklo Inc. 3190 Coronado Drive Santa Clara, CA 95054 (844) 200-3276

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

Exhibit 10.2 Employment Agreement This Employment Agreement (this “Agreement”) is entered into by and between Caroline Cochran (the “Executive,” “you” or “they”) and Oklo Inc., a Delaware corporation (the “Company”), and replaces and supersedes the offer letter between the Executive and Oklo Technologies, Inc. (formerly known as Oklo Inc.), a wholly owned subsidiary of the Company (“Oklo Tech”), d

Employment Agreement, effective May 9, 2024, by and between Oklo Inc. and R. Craig Bealmear (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the registrant with the SEC on May 16, 2024).

Exhibit 10.3 Employment Agreement This Employment Agreement (this “Agreement”) is entered into by and between Craig Bealmear (the “Executive,” “you” or “they”) and Oklo Inc., a Delaware corporation (the “Company”), and replaces and supersedes the offer letter between the Executive and Oklo Technologies, Inc. (formerly known as Oklo Inc.), a wholly owned subsidiary of the Company (“Oklo Tech”), dat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I.

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K filed by the registrant with the SEC on May 13, 2024)

Exhibit 21.1 Subsidiary of Oklo Inc. Subsidiary Jurisdiction Oklo Technologies, Inc. Delaware

1

Exhibit 99.2 OKLO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of Oklo Inc. (“Legacy Oklo”) should be read together with our audited financial statements, unaudited consolidated financial statements and related notes included elsewhere on this Current Report on Form 8

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

Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Oklo Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insuranc

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

EXHIBIT 3.2 OKLO INC. (FORMALLY KNOWN AS ALTC ACQUISITION CORP.) AMENDED AND RESTATED BYLAWS (as adopted and effective as of May 9, 2024) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Dir

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below but not defined in this Exhibit 99.3 have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (this “Report”) filed with the Securities and Exchange Commission (the “SEC”). Unless the context otherwise requires, “we,” “us,” “our, “Oklo” and the “Company,” r

OKLO INC. Index to Consolidated Financial Statements

Exhibit 99.1 OKLO INC. Index to Consolidated Financial Statements PAGE Consolidated Balance Sheets - March 31, 2024 (Unaudited) and December 31, 2023 1 Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended March 31, 2024 and 2023 2 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficiency (Unaudited) - Three Months Ended

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

EXHIBIT 3.1 ALTC ACQUISITION CORP. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AltC Acquisition Corp. a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The present name of the corporation is AltC Acquisition Corp. The date of the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”)

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

Code of Conduct.

Exhibit 14.1 Code of Conduct Effective May 10, 2024 1 Purpose Oklo Inc.’s (the “Company”) Code of Conduct represents the standards by which we all must operate. 2 Scope This Policy applies to all Company employees, officers, Board members, independent contractors, consultants, temporary workers, suppliers, and agents (collectively referred to herein as “Company employee” or “Company employees”). A

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 by the registrant with the SEC on May 13, 2024).

EXHIBIT 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “A&R Registration Rights Agreement”), dated as of May 9, 2024 (the “Effective Date”), is made by and among (i) Oklo Inc. (f/k/a AltC Acquisition Corp.), a Delaware corporation (“P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Oklo Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Oklo Inc. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission File

AltC Acquisition Corp. Stockholders Approve Business Combination with Oklo Sam Altman to serve as chairman of newly appointed board of directors for Oklo AltC to deliver $306 million of gross proceeds to accelerate Oklo’s business plan Business combi

Exhibit 99.1 FOR IMMEDIATE RELEASE: AltC Acquisition Corp. Stockholders Approve Business Combination with Oklo Sam Altman to serve as chairman of newly appointed board of directors for Oklo AltC to deliver $306 million of gross proceeds to accelerate Oklo’s business plan Business combination expected to close May 9, 2024 NEW YORK – May 7, 2024 — AltC Acquisition Corp. (“AltC”) (NYSE: ALCC), a spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40583 ALT

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF AltC Acquisition Corp. PROSPECTUS FOR UP TO 93,996,459 SHARES OF CLASS A COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No.: 333-274722 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF AltC Acquisition Corp. PROSPECTUS FOR UP TO 93,996,459 SHARES OF CLASS A COMMON STOCK The board of directors of AltC Acquisition Corp., a Delaware corporation (“AltC,” “we” or “our”), has approved the Agreement and Plan of Merger and Reorganization,

Special Meeting of AltC Acquisition Corp. Stockholders to Approve Business Combination with Oklo Scheduled for May 7, 2024

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: April 25, 2024 Special Meeting of AltC Acquisition Corp. Stockholders to Approve Business Combination with Oklo Scheduled for May 7, 2024 NEW YORK and SANT

AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019

AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 April 25, 2024 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attention: Anuja A. Majmudar Irene Barberena-Meissner Mark Wojciechowski Gus Rodriguez Re: AltC Acquisition Corp. - Request for Acceleration Registra

2

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: April 19, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business comb

As filed with the Securities and Exchange Commission on April 15, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 15, 2024.

[Remainder of page intentionally left blank.]

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 15, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

Omnibus Amendment to Form of Oklo Inc. Simple Agreement for Future Equity.*

Exhibit 4.3 OKLO INC. OMNIBUS AMENDMENT TO SAFES July 11, 2023 This Omnibus Amendment (this “Amendment”) to SAFEs (as defined below) is entered into as of July 11, 2023, by and among Oklo Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each, an “Investor,” and, together, the “Investors”). WHEREAS, the Company previously entered into certain Simple Agreem

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).

Global Headquarters Equinix, Inc. One Lagoon Drive Redwood City, CA 94065 Equinix.com +1 855 978 0176 MAIN STRICTLY PRIVATE & CONFIDENTIAL February 16, 2024 DELIVERED VIA EMAIL TO: [email protected] Attention: Jacob DeWitte Oklo Inc. 3190 Coronado Dr. Santa Clara, CA 95054 Dear Mr. DeWitte, RE: Confidential Letter of Intent to Purchase Power We’re excited about the development of your small modul

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: April 8, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business combi

Oklo Signs LOI to Supply 50 Megawatts of Power to Diamondback Energy

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: April 8, 2024 Oklo Signs LOI to Supply 50 Megawatts of Power to Diamondback Energy · Oklo and Diamondback Energy signed a non-binding letter of intent (the

Employment Agreement, dated as of March 30, 2024, by and between Oklo Inc. and Jacob DeWitte.*

Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2024 (the “Effective Date”) by and between Jacob DeWitte (the “Executive” or “you”) and OKLO INC., a Delaware corporation (the “Company”), and, as of the Effective Date, replaces and supersedes the offer letter between the Executive and Company, dated June 1, 2015, and as amende

Consent of Lieutenant General (Ret.) John Jansen to named as director nominee.*

Exhibit 99.4 March 25, 2024 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement AltC Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Sec

As filed with the Securities and Exchange Commission on April 2, 2024.

Table of Contents As filed with the Securities and Exchange Commission on April 2, 2024.

Form of proxy card of AltC Acquisition Corp.*

Exhibit 99.7 ALTC ACQUISITION CORP. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 23157 ALTC Acq. Corp. Proxy CardREV14 - Front YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK  EASY  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  INTERNET – www.cstproxyvote.com Use the Internet to vote

Filing Fee Table.*

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table Form S-4 (Form Type) AltC Acquisition Corp.

Employment Agreement, dated as of March 30, 2024, by and between Oklo Inc. and Caroline Cochran.*

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2024 (the “Effective Date”) by and between Caroline Cochran (the “Executive” or “you”) and OKLO INC., a Delaware corporation (the “Company”), and, as of the Effective Date, replaces and supersedes the offer letter between the Executive and Company, dated June 1, 2015, and as ame

Consent of Chris Wright to named as director nominee.*

Exhibit 99.5 March 25, 2024 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement AltC Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Sec

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 29, 2024 Jacob DeWitte, the Co-Founder and Chief Executive Officer of Oklo Inc. (“Oklo”) and Caroline Cochran, the Co-Founder and Chief Operating Off

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 29, 2024 Jacob DeWitte, the Co-Founder and Chief Executive Officer of Oklo Inc. (“Oklo”) and Caroline Cochran, the Co-Founder and Chief Operating Off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

Executive Compensation Clawback Policy, effective December 1, 2023

Exhibit 97.1 AltC Acquisition Corp. Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of AltC Acquisition Corp. (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain current and forme

2

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 22, 2024 Caroline Cochran, the Co-Founder and Chief Operating Officer of Oklo Inc. (“Oklo”), and Brian Gitt, Head of Business Development at Oklo, pa

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 22, 2024 Caroline Cochran, the Co-Founder and Chief Operating Officer of Oklo Inc. (“Oklo”), and Brian Gitt, Head of Business Development at Oklo, pa

ALCC / AltC Acquisition Corp. / PEAK6 Capital Management LLC Passive Investment

SC 13G 1 alcc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 18, 2024 On March 15, 2024, Jacob DeWitte, the Co-Founder and Chief Executive Officer of Oklo Inc. (“Oklo”), participated in an interview with Jon Wi

Oklo and Argonne Achieve Milestone in Thermal-Hydraulic Testing Campaign

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: March 12, 2024 Oklo and Argonne Achieve Milestone in Thermal-Hydraulic Testing Campaign · Oklo and Argonne have successfully completed the second phase of

ALCC / AltC Acquisition Corp. / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.

ALCC / AltC Acquisition Corp. / Fort Baker Capital Management LP - FORTBAKERALCC13G Passive Investment

SC 13G 1 fortbakeralcc13g.htm FORTBAKERALCC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* AltC Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ¨

ALCC / AltC Acquisition Corp. / Empyrean Capital Partners, LP - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 altc129245sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* AltC Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

ALCC / AltC Acquisition Corp. / TIGER GLOBAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 d1096614013g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

ALCC / AltC Acquisition Corp. / Encompass Capital Advisors LLC Passive Investment

SC 13G/A 1 encompass-alcc12312023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. )* ALTC ACQUISITION CORP. (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi

2

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 12, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business c

[Intermission]

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 5, 2024 The following is a transcript of an investor presentation with Sam Altman and Michael Klein of AltC Acquisition Corp. (“AltC”), and Jacob

2

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 2, 2024 1 | Alt C Acquisition Corp. 2 Introduction Video Safe harbor statement 3 The webcast will be available for replay at oklo.com/investor , w

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 2, 2024 On July 11, 2023, AltC Acquisition Corp. (“AltC”) and Oklo Inc. (“Oklo”) entered into an agreement for a proposed business combination (th

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 2, 2024 On July 11, 2023, AltC Acquisition Corp. (“AltC”) and Oklo Inc. (“Oklo”) entered into an agreement for a proposed business combination (th

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 1, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business co

Oklo Enters into Land Rights Agreement to Advance Deployment of Two Powerhouses in Southern Ohio

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: February 1, 2024 Oklo Enters into Land Rights Agreement to Advance Deployment of Two Powerhouses in Southern Ohio · Agreement represents a significant step

Power of Attorney, dated as of December 22, 2022 (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on January 31, 2024)

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

U.S. DOE Approves the Safety Design Strategy for the Oklo Aurora Fuel Fabrication Facility

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: January 31, 2024 U.S. DOE Approves the Safety Design Strategy for the Oklo Aurora Fuel Fabrication Facility SANTA CLARA, Calif.– Oklo Inc. (“Oklo”), a fast

ALCC / AltC Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AltC Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: January 31, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business co

Joint Filing Agreement, dated as of January 31, 2024, among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of AltC Acquisition Corp. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under

Filing Fee Table.*

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table Form S-4 (Form Type) AltC Acquisition Corp.

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: January 30, 2024 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “proposed business co

Form of proxy card of AltC Acquisition Corp.*

Exhibit 99.5 ALTC ACQUISITION CORP. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 23157 ALTC Acq. Corp. Proxy CardREV11 - Front YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK  EASY  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  INTERNET – www.cstproxyvote.com Use the Internet to vote

As filed with the Securities and Exchange Commission on January 29, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 29, 2024.

Consent of Richard W. Kinzley to be named as a director nominee.†

Exhibit 99.3 January 18, 2024 January 18, 2024 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement AltC Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commi

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax January 29, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

Oklo to Host Investor Day on Friday, February 2, 2024

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: January 19, 2024 Oklo to Host Investor Day on Friday, February 2, 2024 SANTA CLARA, Calif. — Oklo Inc. (“Oklo”), an advanced fission technology and nuclear

As filed with the Securities and Exchange Commission on December 22, 2023.

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2023.

Filing Fee Table.*

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table Form S-4 (Form Type) AltC Acquisition Corp.

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax December 22, 2023 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

Oklo Names Siemens Energy as Preferred Supplier in MOU on Advanced Fission Power Plant Deployments

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: December 19, 2023 Oklo Names Siemens Energy as Preferred Supplier in MOU on Advanced Fission Power Plant Deployments · Siemens Energy would become Oklo’s p

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40583

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40583 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40583 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on For

Amendment to the Investment Management Trust Agreement, dated as of July 5, 2023, by and between AltC Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee.†

Exhibit 10.6 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 5, 2023, by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but

As filed with the Securities and Exchange Commission on November 13, 2023.

Table of Contents As filed with the Securities and Exchange Commission on November 13, 2023.

Form of proxy card of AltC Acquisition Corp.*

Exhibit 99.4 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet -QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to ALTC ACQUISITION CORP. vote your shares in the samemanner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax VIA EDGAR TRANSMISSION November 13, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

Oklo Honored on TIME's Best Inventions List for 2023

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: October 24, 2023 Oklo Honored on TIME's Best Inventions List for 2023 SANTA CLARA, Calif.,– Oklo Inc., an advanced fission power technology and nuclear fue

ALCC / AltC Acquisition Corp - Class A / ICS OPPORTUNITIES, LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ALTC ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 02156V109 (CUSIP Number) OCTOBER 11, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua

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

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF aLTC ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law 1.            The undersigned, being a duly authorized officer of ALTC ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2.            The name of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 ALTC ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission

AltC Acquisition Corp. Announces Stockholder Approval of Extension Amendment Proposal at Special Meeting and Extends the Redemption Reversal Deadline In Excess of $300 Million Will Remain in AltC’s Trust Account after Stockholder Redemptions Deadline

Exhibit 99.1 AltC Acquisition Corp. Announces Stockholder Approval of Extension Amendment Proposal at Special Meeting and Extends the Redemption Reversal Deadline In Excess of $300 Million Will Remain in AltC’s Trust Account after Stockholder Redemptions Deadline for Redemption Reversals is Extended to 5:00 p.m. Eastern Time on October 11, 2023 NEW YORK, NY (October 5, 2023) – AltC Acquisition Cor

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commission

AltC Acquisition Corp. Announces Stockholder Approval of Extension Amendment Proposal at Special Meeting and Extends the Redemption Reversal Deadline In Excess of $300 Million Will Remain in AltC’s Trust Account after Stockholder Redemptions Deadline

Exhibit 99.1 AltC Acquisition Corp. Announces Stockholder Approval of Extension Amendment Proposal at Special Meeting and Extends the Redemption Reversal Deadline In Excess of $300 Million Will Remain in AltC’s Trust Account after Stockholder Redemptions Deadline for Redemption Reversals is Extended to 5:00 p.m. Eastern Time on October 11, 2023 NEW YORK, NY (October 5, 2023) – AltC Acquisition Cor

AltC Acquisition Corp. and Oklo Announce Filing of Registration Statement on Form S-4 in Connection with Proposed Business Combination

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: September 27, 2023 AltC Acquisition Corp. and Oklo Announce Filing of Registration Statement on Form S-4 in Connection with Proposed Business Combination N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Form of Voting and Support Agreements, by and among AltC, Oklo and certain Oklo stockholders.†

Exhibit 10.11 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of July 11, 2023, by and among the Person named on the signature page hereto (the “Stockholder”), AltC Acquisition Corp., a Delaware corporation (“SPAC”), and Oklo Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the S

Consent of Jacob DeWitte to be named as a director nominee.†

Exhibit 99.1 September 27, 2023 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement AltC Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission under the

Offer Letter, dated as of August 1, 2023, by and between Oklo Inc. and R. Craig Bealmear.†

Exhibit 10.15 August 1, 2023 Craig Bealmear Re: Offer of Employment Dear Craig: On behalf of Oklo Inc. (the “Company”), I am pleased to offer you the position of Chief Financial Officer. This letter sets forth the terms and conditions of your employment with the Company. It is important that you understand clearly both what your benefits are and what the Company expects of you. By signing this let

Oklo Inc. Investors’ Rights Agreement, dated as of November 8, 2018, by and among Oklo Inc. and the parties thereto.†

Exhibit 10.12 OKLO INC. INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 6 2.3 Underwriting Requirements. 6 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports Under Exchange Act 12 2.10 Limitations on S

Sublease dated September 10, 2021, between Paxio, Inc. and Oklo Inc.†

Exhibit 10.17 SUBLEASE THIS SUBLEASE is entered into September 10, 2021, between Paxio, Inc., a California corporation (“Landlord”) and Oklo Inc., a Delaware corporation (“Tenant”). 1.BASIC LEASE PROVISIONS AND CERTAIN DEFINITIONS. A.Property Address: 3190 Coronado Drive, Santa Clara, California 95054 B.Premises: Suite No. 3190 containing approximately 7,350 rentable square feet C. Tenant’s Addres

Consent of Caroline Cochran to be named as a director nominee.†

Exhibit 99.2 September 27, 2023 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement AltC Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission under the

Form of Oklo Inc. Indemnification Agreement.†

Exhibit 10.16 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Oklo Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insuran

Consent of Ocean Tomo, a part of J.S. Held.†

Exhibit 99.3 CONSENT OF OCEAN TOMO, A PART OF J.S. HELD AltC Acquisition Corp. 10 East 53rd Street 17th Floor New York, NY 10022 Board of Directors of AltC Acquisition Corp: Ocean Tomo, a Part of J.S. Held, hereby consents to the inclusion of (i) summaries of and excerpts from our fairness opinion (the “Opinion”), dated July 11, 2023, to the Board of Directors of AltC Acquisition Corp. (“AltC”) in

Oklo Inc. 2016 Stock Incentive Plan and forms of equity agreements thereunder.†

Exhibit 10.8 2016 STOCK INCENTIVE PLAN OF OKLO INC. i TABLE OF CONTENTS PAGE 1. Purpose 4 2. Eligibility 4 3. Administration and Delegation 4 (a) Administration by the Board 4 (b) Appointment of Committees 4 4. Stock Available for Awards 4 (a) Number of Shares 5 (b) Substitute Awards 5 5. Stock Options 5 (a) General 5 (b) Incentive Stock Options 5 (c) Exercise Price 5 (d) Duration of Options 6 (e)

As filed with the Securities and Exchange Commission on September 27, 2023.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 27, 2023.

Form of Oklo Inc. Simple Agreement for Future Equity.†

Exhibit 4.2 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUA

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 ALTC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40583 86-2292473 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table.*

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table Form S-4 (Form Type) AltC Acquisition Corp.

Recent announcements September 2023 Oklo’s Aurora powerhouse 15 MWe liquid metal fast fission power plant site and fuel secured for commercial plant deployment at the Idaho National Laboratory (“INL”) to go public in partnership with AltC Acquisition

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: September 18, 2023 On July 11, 2023, AltC Acquisition Corp. (“AltC”) announced that it had entered into a definitive agreement for a business combination w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

ALCC / AltC Acquisition Corp - Class A / Encompass Capital Advisors LLC Passive Investment

SC 13G 1 encompass-alcc09012023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALTC ACQUISITION CORP. (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02156V109 (CUSIP Number) September 1, 2023 (Date of Event Which Requires Filing of this St

Oklo appoints R Craig Bealmear as Chief Financial Officer

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: September 7, 2023 Oklo appoints R Craig Bealmear as Chief Financial Officer · Craig Bealmear brings over 30 years of leadership experience at publicly trad

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: September 7, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “business combinatio

Oklo Tentatively Selected to Provide Clean and Resilient Power to Eielson Air Force Base

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: August 31, 2023 Oklo Tentatively Selected to Provide Clean and Resilient Power to Eielson Air Force Base · The Defense Logistics Agency Energy, on behalf o

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: August 31, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “business combination”

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: August 28, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination (the “business combination”

Oklo and Centrus Energy Sign Memorandum of Understanding for Fuel, Components, and Power Procurement to Support the Deployment of Advanced Fission Technologies in Southern Ohio

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: August 28, 2023 Oklo and Centrus Energy Sign Memorandum of Understanding for Fuel, Components, and Power Procurement to Support the Deployment of Advanced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40583 ALTC

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: August 3, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination with Oklo Inc. (“Oklo”). On

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 25, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination with Oklo Inc. (“Oklo”). On J

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 20, 2023 On July 11, 2023, AltC Acquisition Corp. (“AltC”) announced that it had entered into a definitive agreement for a business combination with O

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 18, 2023 On Tuesday, July 18, 2023, Oklo Inc. presented and distributed the following fact sheet at an event open to the public on Capitol Hill in Was

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 11, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination with Oklo Inc. (“Oklo”). Foll

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 AltC Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 AltC Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40583 85-2292473 (State or other jurisdiction of incorporation) (Commission Fi

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 11, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) and Oklo Inc. (“Oklo”) entered into an agreement for a business combination (the “

Sam Altman Transcript

Exhibit 99.3 Sam Altman Transcript Sam Altman: “AltC was formed out of excitement about the idea of bringing public market investors access to high quality hard tech companies. AltC raised $500 million of capital in July of 2021, and today we're excited to announce that we're partnering with Oklo. Oklo aims to provide clean, reliable, and affordable energy to a wide range of markets. I got interes

Oklo, an Advanced Fission Technology Company, to Go Public via Merger with AltC Acquisition Corp.

Exhibit 99.1 Oklo, an Advanced Fission Technology Company, to Go Public via Merger with AltC Acquisition Corp. • Oklo’s mission is to provide clean, reliable, affordable energy on a global scale through the design and deployment of next-generation fast reactor technology. • Oklo is pursuing an owner-operator model with an intention to sell power directly to customers under long-term contracts, pro

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.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ALTC ACQUISITION CORP., ALTC MERGER SUB, INC., and OKLO INC. dated as of July 11, 2023 TABLE OF CONTENTS Page Article 1 Certain Definitions 2 Section 1.01. Definitions 2 Section 1.02. Construction 20 Section 1.03. Knowledge 20 Section 1.04. Equitable Adjustments 21 Article 2 The Merger 21 Section 2.01. The M

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).

Exhibit 10.1 EXECUTION VERSION July 11, 2023 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor Agreement Ladies and Gentlemen: This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among AltC Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 AltC Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 AltC Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40583 85-2292473 (State or other jurisdiction of incorporation) (Commission Fi

Investor Presentation July 2023 Oklo’s Aurora powerhouse 15 MWe liquid metal fast fission power plant site and fuel secured for commercial plant deployment at the Idaho National Laboratory (“INL”) to go public in partnership with Alt C Acquisition Co

Exhibit 99.2 Investor Presentation July 2023 Oklo’s Aurora powerhouse 15 MWe liquid metal fast fission power plant site and fuel secured for commercial plant deployment at the Idaho National Laboratory (“INL”) to go public in partnership with Alt C Acquisition Corp. Experimental Breeder Reactor II (“ EBR - II”) The inspiration for the Aurora powerhouse Digital rendering for illustrative purposes o

Sam Altman Transcript

Exhibit 99.3 Sam Altman Transcript Sam Altman: “AltC was formed out of excitement about the idea of bringing public market investors access to high quality hard tech companies. AltC raised $500 million of capital in July of 2021, and today we're excited to announce that we're partnering with Oklo. Oklo aims to provide clean, reliable, and affordable energy to a wide range of markets. I got interes

Oklo, an Advanced Fission Technology Company, to Go Public via Merger with AltC Acquisition Corp.

Exhibit 99.1 Oklo, an Advanced Fission Technology Company, to Go Public via Merger with AltC Acquisition Corp. • Oklo’s mission is to provide clean, reliable, affordable energy on a global scale through the design and deployment of next-generation fast reactor technology. • Oklo is pursuing an owner-operator model with an intention to sell power directly to customers under long-term contracts, pro

Filed by AltC Acquisition Corp.

Filed by AltC Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AltC Acquisition Corp. Commission File No. 001-40583 Date: July 11, 2023 On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”) entered into an agreement for a business combination with Oklo Inc. (“Oklo”). In c

Investor Presentation July 2023 Oklo’s Aurora powerhouse 15 MWe liquid metal fast fission power plant site and fuel secured for commercial plant deployment at the Idaho National Laboratory (“INL”) to go public in partnership with Alt C Acquisition Co

Exhibit 99.2 Investor Presentation July 2023 Oklo’s Aurora powerhouse 15 MWe liquid metal fast fission power plant site and fuel secured for commercial plant deployment at the Idaho National Laboratory (“INL”) to go public in partnership with Alt C Acquisition Corp. Experimental Breeder Reactor II (“ EBR - II”) The inspiration for the Aurora powerhouse Digital rendering for illustrative purposes o

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).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ALTC ACQUISITION CORP., ALTC MERGER SUB, INC., and OKLO INC. dated as of July 11, 2023 TABLE OF CONTENTS Page Article 1 Certain Definitions 2 Section 1.01. Definitions 2 Section 1.02. Construction 20 Section 1.03. Knowledge 20 Section 1.04. Equitable Adjustments 21 Article 2 The Merger 21 Section 2.01. The M

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

Exhibit 10.1 EXECUTION VERSION July 11, 2023 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor Agreement Ladies and Gentlemen: This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among AltC Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40583 ALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

ALCC / AltC Acquisition Corp. / Empyrean Capital Partners, LP - ALTC ACQUISITION CORP. Passive Investment

SC 13G/A 1 p23-0484sc13ga.htm ALTC ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This State

ALCC / AltC Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Sh

ALCC / AltC Acquisition Corp. / PEAK6 Capital Management LLC - DECEMBER 2022 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of AltC Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under

LIMITED POWER OF ATTORNEY

EX-99.2 3 tm234504d2ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

ALCC / AltC Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AltC Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant’s Securities

Exhibit 4.2 ? DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value (and together with our Class A common stock, our ?common stock?) and 1,000,000 shares of undesignated preferred stock, $0.0001

Administrative Services Agreement, dated as of July 7, 2021, between AltC Acquisition Corp. and an affiliate of AltC Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by the registrant with the SEC on March 31, 2022).†

? Exhibit 10.6 AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 June 30, 2021 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between AltC Acquisition Corp., a Delaware corporation (the ?Company?), and M. Klein Associates, Inc., a New York corporation (the ?Servi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ALCC / AltC Acquisition Corp. / CITADEL ADVISORS LLC - ALTC ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* AltC Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 021

ALCC / AltC Acquisition Corp. / AltC Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 02156V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

ALCC / AltC Acquisition Corp. / PEAK6 Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * AltC Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d- 1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.

ALCC / AltC Acquisition Corp. / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltC Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 02156V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh