Oklo Inc. executed the non-binding letter of intent to acquire AltC Acquisition Corp. (NYSE:ALCC) from a group of shareholders in a reverse merger transaction on January 3, 2023. Oklo Inc. entered into a definitive agreement to acquire AltC Acquisition Corp. from a group of shareholders for $1.1 billion in a reverse merger transaction on July 11, 2023. At the effective time of the merger, each share of Oklo common stock issued and outstanding immediately prior to the closing will be automatically surrendered and exchanged for the right to receive approximately 6.573 shares of AltC Class A common stock. At the closing, it is anticipated that approximately 77,832,673 shares of AltC Class A common stock will be issued to Oklo stockholders in the merger in exchange for all outstanding shares of Oklo common stock (including shares of Oklo common stock resulting from the conversion of the Oklo preferred stock and Oklo SAFEs immediately prior to the closing). It is also anticipated that AltC will reserve for issuance up to 7,410,249 shares of post-closing company Class A common stock in respect of the Oklo options assumed pursuant to the terms of the merger agreement. Additionally, Eligible Oklo Equityholders will be issued up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock during the Earnout PeriodNo 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. 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.?

The transaction is subject to approval by AltC and Oklo shareholders, AltC having available cash at closing of at least $250 million, AltC having at least $5,000,001 of net tangible assets as of the closing, the shares of AltC?s Class A Common Stock contemplated to be listed pursuant to the agreement (including the Earnout Shares) shall have been listed on the Stock Exchange, the Registration Statement shall have become effective in accordance with the Securities Act, expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1975, all action shall have been taken such that the board of directors of AltC as of immediately following the closing shall be constituted of the directors contemplated, Oklo shall have not received from the Nuclear Regulatory Commission any communication that would reasonably be expected to have a material adverse impact on the ability of the Oklo to secure a combined construction and operating license and the available closing AltC cash shall not be less than $250,000,000. The transaction was unanimously approved by the Boards of Directors of Oklo and AltC. AltC Acquisition announced that a special meeting of AltC stockholders to approve the proposed business combination between AltC and Oklo has been scheduled for May 7, 2024. The transaction is expected to close in late 2023 or early 2024. As of April 26, 2024, the transaction is expected to close in mid of 2024. As of May 7, 2024, the deal was approved by target's shareholder and expected to close on May 9, 2024.

Guggenheim Securities, LLC served as financial advisor to Oklo. Ocean Tomo, a part of J.S. Held, served as financial and technical advisor and fairness opinion provider to AltC Board. Citigroup Global Markets Inc., served as capital markets advisor to AltC. David D. Gammell, Andrew Luh, Keith J. Scherer, Jeff Vetter and James Hauser of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal advisors to Oklo. Michael J. Aiello, Matthew J. Gilroy, Amanda Fenster, Annemargaret Connolly, Barbra J. Broudy, Dennis F. Adams III, Devon Bodoh, Joe Pari, John O'Loughlin, Olivia J. Greer, Regina Readling and Timothy C. Welch Damian Petrovic, Michael C. Naughton, Rebecca Sivitz of Weil, Gotshal & Manges LLP served as legal counsels to AltC. Pillsbury Winthrop Shaw Pittman LLP served as nuclear regulatory counsel to Oklo. Morgan, Lewis & Bockius LLP served as nuclear regulatory counsel to AltC. Continental Stock Transfer & Trust Company acted as the transfer agent for AltC common stock. Morrow Sodali LLC acted as proxy solicitor to AltC for which AltC will pay Morrow a fee of $30,000 for each of the special meeting and the meeting in connection with the Extension Proxy, totaling $60,000, plus disbursements. In connection with providing the opinion to the AltC Board, AltC agreed to pay Ocean Tomo a fee of $420,000 pursuant to the OT Engagement Letter. In addition, AltC has agreed to indemnify Ocean Tomo for certain liabilities arising from its engagement. Weil, Gotshal and Manges LLP acted as due diligence provider to AltC. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as due diligence provider to Oklo. M. Klein and Company, LLC acted as financial advisor to AltC Sponsor LLC.

Oklo Inc. completed the acquisition of AltC Acquisition Corp. (NYSE:ALCC) from a group of shareholders in a reverse merger transaction on May 9, 2024. AltC changed its name from AltC Acquisition Corp. to Oklo Inc.