AltC Acquisition Corp. and Oklo Announce Filing of Registration Statement on Form S-4 in Connection with Proposed Business Combination
- Oklo becoming first publicly traded advanced fission company
- Selection as contractor for Eielson Air Force Base
- Collaboration with Centrus Energy Corp.
- None.
The Registration Statement contains a preliminary proxy statement/prospectus/consent solicitation statement in connection with the proposed business combination between Oklo and AltC (the "transaction"). While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Oklo, AltC, and the transaction.
As announced on July 11, 2023, Oklo intends to go public through the proposed transaction. Upon closing, this transaction will result in Oklo being the first publicly traded advanced fission company focused on selling clean, reliable energy directly to customers and nuclear fuel recycling services to the U.S. market.
Since announcing the proposed transaction with AltC, Oklo has announced its tentative selection as the contractor awardee to provide power and heat to the
The transaction is currently expected to close in late 2023 or early 2024 and is subject to approval by AltC shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. Upon completion of the transaction, the combined company will operate as Oklo and is expected to be listed on the New York Stock Exchange under the ticker "OKLO."
About Oklo Inc.: Oklo Inc. is developing fast fission power plants to provide clean, reliable, and affordable energy at scale. Oklo received a site use permit from the
About AltC Acquisition Corp.
AltC Acquisition Corp. was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Additional Information About the Business Combination and Where to Find It
On September 14, 2023, AltC filed a definitive proxy statement (the "Extension Proxy Statement") with the SEC in connection with its solicitation of proxies for a special meeting of AltC's shareholders (the "Special Meeting"), which further describes the proposal to amend AltC's amended and restated certificate of incorporation, in the form set forth in Annex A to the Extension Proxy Statement, to extend the date by which AltC must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a "business combination" from October 12, 2023 to July 12, 2024.
In addition, the proposed transaction will be submitted to shareholders of AltC for their consideration. AltC has filed the Registration Statement with the SEC, which includes a preliminary proxy statement/prospectus/consent solicitation statement to be distributed to AltC's shareholders in connection with AltC's solicitation for proxies for the vote by AltC's shareholders in connection with the proposed transaction and other matters described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Oklo's shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been declared effective, AltC will mail a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transaction. AltC's shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus/consent solicitation statement and any amendments thereto and, once available, the definitive proxy statement/prospectus/consent solicitation statement, in connection with AltC's solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transaction, as well as other documents filed with the SEC by AltC in connection with the proposed transaction (the "proposed transaction Special Meeting"), as these documents contain and will contain important information about AltC, Oklo and the proposed transaction.
Shareholders may obtain a copy of the Extension Proxy Statement, the preliminary proxy statement/prospectus/consent solicitation statement and, once available, the definitive proxy statement/prospectus/consent solicitation statement, as well as other documents filed by AltC with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a written request to AltC Acquisition Corp., 640 Fifth Avenue, 12th Floor,
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "goal," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward looking statements on our current expectations and projections about future events. These forward-looking statements include, but are not limited to, statements regarding, the proposed transaction between AltC and Oklo, including with respect to the timing of its closing and the listing of the combined company's shares on the New York Stock Exchange, the amount of redemptions by AltC's shareholders, the amount of cash and cash equivalents held by the combined company after closing, the competitive environment in which Oklo will operate following the proposed transaction, the belief that Oklo will be the first publicly traded advanced fission company focused on selling reliable, commercial-scale energy directly to customers and nuclear fuel recycling services to the U.S. market, the operations of the combined company, expectations for the collaborative programs memorialized in the Memorandum of Understanding between Centrus and Oklo, including with respect to the supply of HALEU to Oklo and any of the other components of the collaboration, Centrus' purchase of electricity from Oklo, the deployment and capabilities of Oklo's powerhouses in southern
These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Oklo's and, in certain cases, AltC's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Oklo and AltC. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Oklo, AltC or the proposed transaction that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties, include risks related to the deployment of Oklo's powerhouses, including those that affect the success of each of the potential deployments at
Participants in the Solicitation
AltC, Oklo and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from AltC's shareholders in connection with the proposed transaction Special Meeting. In addition, AltC and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of AltC's shareholders in connection with the Special Meeting. Information regarding persons such persons who may, under SEC rules, be deemed participants in the solicitation of AltC's shareholders in connection with the Special Meeting and the proposed transaction Special Meeting, is set forth in the Extension Proxy Statement and the preliminary proxy statement/prospectus/consent solicitation statement, respectively. You can find more information about AltC's directors and executive officers in the Registration Statement, as it may be amended from time to time. Additional information regarding the participants in each of the proxy solicitations and a description of their direct and indirect interests is included in the Extension Proxy Statement and the preliminary proxy statement/prospectus/consent solicitation statement, respectively. Shareholders, potential investors and other interested persons should read the Extension Proxy Statement and the preliminary proxy statement/prospectus/consent solicitation statement and any amendments thereto carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in
Media Contacts
Christina Stenson / Michael Landau
Gladstone Place Partners
(212) 230-5930
Bonita Chester
Oklo Inc.
Director of Communications and Media
media@oklo.com
Investor Contact
Caldwell Bailey / Eduardo Royes
ICR, Inc.
OkloIR@icrinc.com
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SOURCE AltC Acquisition Corp.