Oklo Inc-A 2024年度报告

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission file number001-40583 Oklo Inc. 95054 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,”and“emerginggrowthcompany”inRule12b-2oftheExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o The registrant had139,018,305shares of Class A common stock outstanding as of March 21, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or Proxy Statement, to be filedwithin 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III.Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemedto be filed as part hereof. TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3 Item 1.Business4Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments38Item 1C.Cybersecurity39Item 2.Properties40Item 3.Legal Proceedings40Item 4.Mine Safety Disclosures40 Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities41Item 6.Reserved41Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations42Item7A.Quantitative and Qualitative Disclosures About Market Risk47Item 8.Financial Statements and Supplementary Data47Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A.Controls and Procedures48Item9B.Other Information50Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections54 Item10.Directors, Executive Officers and Corporate Governance55Item11.Executive Compensation55Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters55Item13.Certain Relationships and Related Transactions, and Director Independence55Item14.Principal Accountant Fees and Services55 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) of Oklo Inc. (“Oklo,” the “Company,” “we,” “our,” and “us”) contains certainforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), andSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future eventsor future performance and include, without