Oklo Inc-A美股招股说明书(2025-05-13版)

1,095,179 SHARES OF COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling securityholders named inthis prospectus (the “Selling Holders”), or their permitted transferees, of up to 1,095,179 shares of ourClassA Common Stock, $0.0001 par value (“Common Stock”), of Oklo Inc. (formerly known as AltCAcquisition Corp.) (the “Company”), issued to the Selling Holders in connection with the closing of theAtomic Alchemy Acquisition (as defined herein). We are registering the securities for resale pursuant to the Selling Holders’ registration rights undercertain agreements between us and the Selling Holders, as applicable to each Selling Holder. Ourregistration of the securities covered by this prospectus does not mean that the Selling Holders will offer orsell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares ofCommon Stock publicly or through private transactions at prevailing market prices or at negotiated prices.We will not receive any of the proceeds from any resale of the Common Stock being offered for resale inthis prospectus (the “Resale Securities”). We provide more information about how the Selling Holders may sell their securities in the section ofthis prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred inconnection with the registration of these securities. The Selling Holders will pay or assume underwritingfees, discounts and commissions 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 supplementsas required. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “OKLO.”On May12, 2025, the closing price of the Common Stock was $28.85 per share. We are an “emerging growth company” under applicable Securities and Exchange Commission rulesand will be eligible for reduced public company reporting requirements. See “Prospectus Summary —Emerging Growth Company.” Investing in our Common Stock involves risks. For a discussion of the material risks that you shouldconsider, see “Risk Factors” beginning on page8of this prospectus. None of the Securities and Exchange Commission or any state securities commission has approved ordisapproved of these securities or determined if this prospectus is accurate or complete. Any representation tothe contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiFREQUENTLY USED TERMSivPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS SUMMARY6RISK FACTORS8USE OF PROCEEDS41DETERMINATION OF OFFERING PRICE42MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY43BUSINESS44MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS59MANAGEMENT66EXECUTIVE AND DIRECTOR COMPENSATION73CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS79PRINCIPAL SECURITYHOLDERS81SELLING HOLDERS82PLAN OF DISTRIBUTION84DESCRIPTION OF SECURITIES87SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES92LEGAL MATTERS94EXPERTS94WHERE YOU CAN FIND ADDITIONAL INFORMATION94INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities andExchange Commission (the “SEC”) using the “shelf” registration process. Under the shelf registrationprocess, the Selling Holders may, from time to time, sell the securities offered by them described in thisprospectus through any means described in the section of this prospectus entitled “Plan of Distribution.” Wewill not receive any proceeds from the sale by such Selling Holders of the securities offered by them asdescribed in this prospectus. Neither we nor the Selling Holders have authorized anyone to provide you with any information or tomake any representations other than those contained in this prospectus, any post-effective amendment, anyapplicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or towhich we have referred you. Neither we nor the Selling Holders take responsibility for and can provide noassurance as to the reliability of any other information that others may give you. Neither we nor the SellingHolders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.You should assume that the information appearing in this prospectus, any post-effective amendment and anyapplicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover.Our business, financial condition, results of operations and prospects may have changed since those dates.This prospectus contains, and any post-effective amendment or any prospectus supplement may contain,market data and industry statistics and forecasts that are based on independent industry publications andother publicly available inform