Oklo Inc-A美股招股说明书(2025-05-07版)

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 thisprospectus (the “Selling Holders”), or their permitted transferees, of up to 28,241,288shares of our ClassACommon Stock, $0.0001 par value (“Common Stock”) of Oklo Inc. (formerly known as AltC Acquisition Corp.)(the “Company”), consisting of (a)23,570,061shares of Common Stock issued to the Selling Holders in exchangefor outstanding shares of Legacy Oklo Common Stock (as defined below) in connection with the closing of theBusiness Combination (as defined herein) (the “Closing”) at an equity consideration value of $10.00 per share bycertain of the Selling Holders named in this prospectus; (b) 500,000 shares of Common Stock issued to AltCSponsor LLC (“Sponsor”) that were originally purchased at a price of $0.0006 per share in connection with theCompany’s Initial Public Offering (the “Company IPO”); and (c)4,171,227 shares of Common Stock (the“Earnout Shares”) that were issued to certain of the Selling Holders upon the satisfaction of certain price targets. We are registering the securities for resale pursuant to the Selling Holders’ registration rights under certainagreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of thesecurities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities.The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock publicly orthrough private transactions at prevailing market prices or at negotiated prices. We will not receive any of theproceeds from any resale of the Common Stock being offered for resale in this prospectus (the “ResaleSecurities”).We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection withthe registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts andcommissions or similar charges, if any, incurred in the sale of securities by them. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired.Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “OKLO.” On May6, 2025, the closing price of the Common Stock was $28.69 per share. The Selling Holders named herein are comprised of Sponsor, certain legacy investors in Legacy Oklo (asdefined herein), and certain of our directors and executive officers and their affiliates. The following tableprovides the number of shares of Common Stock offered hereby by each Selling Holder as well as the historicalweighted-average price paid per share of Common Stock by each Selling Holder. The table is based on theCompany’s internal records and is for illustrative purposes only and should not be relied upon beyond itsillustrative nature.The Resale Securities represent a substantialpercentage of the total outstanding shares of our Common Stock as of the date of this prospectus. The shares of Common Stock that the Selling Holders can sell into thepublicmarkets pursuant to this prospectus is up to 28,241,288 shares of Common Stock,constitutingapproximately 20.29% of our issued and outstanding shares of Common Stock and approximately 24.92% of ourissued and outstanding shares of Common Stock held by non-affiliates. The sale of all the Resale Securities or theperception that these sales could occur, could result in a significant decline in the public trading price of oursecurities. Even if the current trading price of our common stock is at or significantly below $10.00 per share, theprice at which the shares were issued in the Company IPO, certain of the Selling Holders, including Sponsor or itspermitted transferees, may have an incentive to sell because they will still profit on sales due to the lower price atwhich they purchased their shares compared to the public securityholders.For additional information about the price paid by the Selling Holders, including the potential profit the Selling Holders will earn based on the current trading price of the Common Stock, please see “Selling Holders”and “Risk Factors — Risks related to being a public company — Sales of a substantial number of our shares ofCommon Stock in the public market by the Selling Holders or by our existing stockholders could cause the priceof our shares of Common Stock to fall.” We are an “emerging growth company” under applicable Securities and Exchange Commission rules and willbe eligible for reduced public company reporting requirements. See “Prospectus Summary — Emerging GrowthCompany.” Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider,see “Risk Factors” beginning on page14of this prospectus.None of the Securities and Exchange Commission o