Oklo Inc-A美股招股说明书(2025-06-13版)

6,666,667 Shares of Common Stock This is an offering of 6,666,667 shares of ClassA common stock, $0.0001 par value (“CommonStock”) by Oklo Inc. (the “Company”). You should read this prospectus supplement or amendment carefullybefore you invest in our securities. Our Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “OKLO.”The last reported sale price of our Common Stock on June 12, 2025, was $64.48. Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on pageS-10ofthis prospectus supplement and in the documents incorporated by reference in this prospectus supplement. None of the Securities and Exchange Commission or any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or any accompanying prospectus isaccurate or complete. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30days from the date of this prospectussupplement to purchase up to an additional 1,000,000 shares of our Common Stock. If the underwritersexercise the option in full, the total underwriting discounts and commissions payable by us will be$18,400,000.80, and the total proceeds to us, before expenses, will be $441,600,019.20. The underwriters expect to deliver the shares on or about June16, 2025. UBS Investment Bank William Blair Canaccord Genuity Cantor June12, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-9RISK FACTORSS-10USE OF PROCEEDSS-13DILUTIONS-14CAPITALIZATIONS-15MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-16UNDERWRITINGS-20LEGAL MATTERSS-28EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-29 Prospectus ABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6RISK FACTORS10USE OF PROCEEDS11DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS24DESCRIPTION OF UNITS26GLOBAL SECURITIES27PLAN OF DISTRIBUTION31LEGAL MATTERS33EXPERTS33 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement thatwe filed with the Securities and Exchange Commission (“SEC”) on Form S-3 and relate to an offering bythe Company of Common Stock. Before purchasing any of the Common Stock that the Company is offering,we urge you to carefully read this prospectus supplement and the accompanying prospectus, together withthe information incorporated by reference under the heading “Where You Can Find More Information;Incorporation by Reference” in this prospectus supplement. These documents contain important informationthat you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering of Common Stock and also adds to, updates and changes information contained in theaccompanying prospectus and the documents incorporated by reference. The second part is theaccompanying prospectus, which provides more general information, some of which may not apply to thisoffering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined, together with the documents incorporated by reference herein or therein. To the extent theinformation contained in this prospectus supplement differs from or conflicts with the information containedin the accompanying prospectus or any document incorporated by reference having an earlier date, theinformation in this prospectus supplement will control. If any statement in one of these documents isinconsistent with a statement in another document having a later date — for example, a documentincorporated by reference into this prospectus supplement and the accompanying prospectus — thestatement in the document having the later date modifies or supersedes the earlier statement. Neither we nor the underwriters have authorized any other person to provide you with any informationother than that contained or incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither we nor the underwriters take any responsibility for, or provide any assurance as to thereliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the shares of Common Stock in anyjurisdiction where the offer or sale is not permitted. This prospectus supplement and the accompanyingprospectus do not constitute an offer of, or an invitation on our behalf or on behalf of the underwriters tosubscribe for and purchase, any securities, and this prosp