Oklo Inc. (OKLO): M&A transaction — Oklo Inc. completes SPAC merger with AltC; shares to trade on NYSE under 'OKLO' on May 10

Oklo Inc.

Business combination closed on May 9, 2024; Legacy Oklo equityholders received ~$875M in stock at $10/share plus up to 15M Earnout Shares.
Post-closing shares outstanding: 122,096,270; AltC stockholders redeemed only 710 shares ($7,458 total).
Sponsor Commitment of up to $50M not funded as Available Closing SPAC Cash exceeded $250M.
New board and management: Jacob DeWitte CEO, Caroline Cochran COO, R. Craig Bealmear CFO; seven directors including Sam Altman.
Oklo Class A common stock began trading on NYSE on May 10, 2024 under ticker 'OKLO'.

item 2.01 item 1.01 item 5.06 item 5.02 item 3.03 item 5.03 item 5.01 item 5.05 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Oklo Inc.: Board approved and adopted Amended and Restated Bylaws effective upon the Closing (effective 2024-05-09).

Change: bylaw amendment
Effective: 2024-05-09

Exact text from the filing

On May 9, 2024, the Board approved and adopted the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective upon the Closing.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Oklo Inc.: Adopted amended and restated certificate of incorporation in connection with the business combination (effective 2024-05-09).

Change: charter amendment
Effective: 2024-05-09

Exact text from the filing

The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on May 9, 2024, includes the amendments proposed by the Charter Proposal.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Oklo Inc.: Board approved and adopted a new code of conduct applicable to all employees, officers and directors (effective 2024-05-10).

Change: code of ethics
Effective: 2024-05-10

Exact text from the filing

on May 10, 2024, the Board approved and adopted a new code of conduct applicable to all employees, officers and directors of the Company (the “Code of Conduct”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Oklo Inc.: Company ceased being a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased being a shell company.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Oklo Inc. underwent a change of control involving AltC Acquisition Corp. for $850,000,000 plus $25,000,000 in Permitted Equity Financing, paid in shares of Oklo Class A common stock at $10.00 per share, plus up to 15,000,000 Earnout Shar (closed 2024-05-09).

Action: change of control
Counterparty: AltC Acquisition Corp.
Consideration: $850,000,000 plus $25,000,000 in Permitted Equity Financing, paid in shares of Oklo Class A common stock at $10.00 per share, plus up to 15,000,000 Earnout Shar
Closing: 2024-05-09

Exact text from the filing

Combination, the aggregate consideration paid to Legacy Oklo equityholders, including Legacy Oklo stockholders and holders of outstanding Legacy Oklo options was (a) (i) $850,000,000 plus (ii) $25,000,000 in Permitted Equity Financing (the sum of (i) and (ii), the “Equity Value”), which consideration was paid entirely in shares of Oklo’s Class A common stock,

View on SEC.gov

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Oklo Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-060634

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