Oklo Inc-美国存托凭证发行说明书(2025-12-04版)

UP TO $1,500,000,000COMMON STOCK We have entered into an Equity Distribution Agreement, dated as of December 4, 2025 (the “Sales Agreement”), withGoldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Barclays CapitalInc., TD Securities (USA) LLC, Guggenheim Securities, LLC, B. Riley Securities, Inc. and William Blair& Company, L.L.C.(collectively, the “Sales Agents”) relating to the offering of shares of ClassA common stock, $0.0001 par value (“Common Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through amarket maker, on or through the New York Stock Exchange (the “NYSE”) or any other market venue where the securities maybe traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed tobe “at the market offerings” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), or through a combination of any such methods of sale. The Sales Agents are not required to sell any specific The Sales Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to1.5% of the gross sales price per share sold. In connection with the sale of Common Stock on our behalf, each of the SalesAgents may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales The net proceeds from any sales under this prospectus will be used as described under the section entitled “Use ofProceeds.” See “Plan of Distribution” for additional information regarding compensation to be paid to the Sales Agents. Theproceeds we receive from sales of our Common Stock, if any, will depend on the number of shares actually sold and the offering Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on pageS-10of this prospectussupplement 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 or disapproved of thesesecurities or determined if this prospectus supplement or any accompanying prospectus is accurate or complete. Any representationto the contrary is a criminal offense. Neither we nor any of the Sales Agents have authorized any person to give you any information or to make any representationsin connection with the offering to which this prospectus supplement and the accompanying prospectus relate other than thosecontained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any applicable free writingprospectus prepared by us. If given or made, any such information or representations must not be relied upon as having been soauthorized. We are not, and the Sales Agents are not, making an offer to sell these securities in any jurisdiction where the offer or saleis not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, Prospectus Supplement PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6RISK FACTORS11USE OF PROCEEDS12DESCRIPTION OF CAPITAL STOCK13DESCRIPTION OF DEBT SECURITIES18DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS26DESCRIPTION OF UNITS27GLOBAL SECURITIES28PLAN OF DISTRIBUTION32LEGAL MATTERS34EXPERTS34 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we have filed with theU.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. By using ashelf registration statement, we may offer shares of our Common Stock and certain other of our securitieshaving an aggregate offering price of up to $3,500,000,000. Under this prospectus supplement, we mayfrom time to time sell shares of our Common Stock having an aggregate offering price of up to We provide information to you about this offering of our Common Stock in two separate documentsthat are bound together: (1)this prospectus supplement, which describes the specific details regarding thisoffering; and (2)the accompanying base prospectus, which provides general information, some of whichmay not apply to this offering. Generally, when we refer to this “prospectus supplement,” we are referring toboth documents combined. If information in this prospectus supplement is inconsistent with theaccompanying base prospectus, you should rely on this prospectus supplement. To the extent there is aconflict between the information contained in this prospectus supplement, on the one hand, and the This prospectus supplement does not contain all of the information that is important to you. You shouldread this prospectus supplement together with the accompanying prospectus, all free writing prospectuses, ifany, that we have autho