Oklo to become public through AltC Acquisition combination

Oklo and AltC Acquisition (ALCC) announced that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company will operate as Oklo and is expected to be listed on the New York Stock Exchange under the ticker (OKLO). AltC was co-founded by Sam Altman and Churchill Capital in July 2021. Altman serves as CEO of AltC and has served as chairman of Oklo since 2015. The transaction values Oklo at a pre-money equity value of $850M. The transaction is expected to deliver up to $500M in gross proceeds from the cash held in AltC’s trust account, subject to redemptions by AltC shareholders. No existing Oklo shareholders will receive cash as part of the transaction, as all existing Oklo shareholders will roll all of their existing equity into the combined company. In connection with the transaction, AltC’s sponsor has entered into an agreement to subject all of its founder equity to performance hurdles, aligning with the long-term value creation and performance of Oklo. Additionally, the Oklo founders and AltC’s sponsor have committed to long duration lock-ups. Upon completion of the transaction, Oklo expects to have up to $516M in cash on its balance sheet (assuming no redemptions by AltC shareholders and before payment of transaction expenses), including existing cash on Oklo’s balance sheet and expected cash proceeds from AltC’s trust account, which is expected to be used to support Oklo’s go-to-market strategy for emission-free energy production targeted to go online in 2026 or 2027, and commercial-scale fuel recycling facility, expected to begin construction by the early 2030s. In the intermediate to longer term, the transaction is expected to have a positive impact on Oklo’s operating results, providing funding for the commercialization of its power plants, further technology integration, and developing economies of scale. The transaction, which has been approved by the boards of directors of Oklo and AltC, is expected to close in late 2023 or early 2024 and is subject to approval by AltC shareholders, Oklo shareholders, AltC having available cash at closing of at least $250M, and other customary closing conditions, including AltC’s Registration Statement being declared effective by the Securities and Exchange Commission and the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1975.