As filed with the Securities and Exchange Commission on April 15, 2024.

Registration No. 333-274722​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5
to
FORM S-4

640 Fifth Avenue, 12th Floor
New York, NY 10019
Tel: (212) 380-7500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Jay Taragin
Chief Financial Officer
c/o AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Tel: (212) 380-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

ending when respective successors are duly elected and qualified, or until their earlier resignation, removal or death, (g) approve the issuance of AltC Class A common stock, which will become Post-Closing Company Class A common stock, in connection with the Transactions pursuant to the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual and (h) approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals;

•

a prospectus for the shares of AltC Class A common stock, which will become shares of Post-Closing Company Class A common stock, that Oklo stockholders will receive as Merger Consideration in the business combination; and

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•

a consent solicitation statement for the board of directors of Oklo to solicit written consents from Oklo’s stockholders to approve and adopt the Merger Agreement and the related agreements to which Oklo is a party and to approve the Merger and the other Transactions.

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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

ALTC ACQUISITION CORP.

640 Fifth Avenue, 12th Floor
New York, NY 10019

Dear AltC Acquisition Corp. Stockholders,

On behalf of AltC Acquisition Corp., a Delaware corporation (“AltC,” “we” or “our”) board of directors (the “AltC Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of AltC, to be held via live webcast at           a.m. Eastern Time, on           , 2024. The special meeting can be accessed by visiting http://www.cstproxy.com/altcacquisitioncorp/2024, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On July 11, 2023, AltC entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among AltC, AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo Inc., a Delaware corporation (“Oklo”), a copy of which is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A, which, among other things, provides for the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). Following the consummation of the business combination, AltC will change its name to Oklo Inc. We refer to the new public entity following the consummation of the business combination as the “Post-Closing Company.”

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to Oklo equityholders, including Oklo stockholders and holders of Simple Agreements for Future Equity between Oklo and certain investor parties (as may be amended prior to the Closing (as defined below), the “Oklo SAFEs”) and outstanding Oklo options will be (a) (i) $850,000,000 plus (ii) the amount of any net proceeds raised by Oklo following the execution of the Merger Agreement but prior to the consummation of the Transactions (the “Closing”) through the sale (or a series of related sales) of its equity securities in a bona fide equity financing transaction (subject to certain limitations, a “Permitted Equity Financing”) which is currently expected to be at least $25,000,000 (the sum of (i) and (ii), the “Equity Value”), which consideration will be paid entirely in shares of AltC’s Class A common stock, par value $0.0001 per share (“AltC Class A common stock” and following the consummation of the business combination, “Post-Closing Company Class A common stock”) in an amount equal to $10.00 per share (the “Closing Merger Consideration”), in addition to (b) the contingent right to receive up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock (the “Earnout Consideration” and, together with the Closing Merger Consideration, the “Merger Consideration”), which will be issued to eligible holders of pre-Closing securities of Oklo during the five-year period following the Closing (the “Earnout Period”), in three separate tranches equal to (i) 7,500,000 shares of Post-Closing Company Class A common stock, (ii) 5,000,000 shares of Post-Closing Company Class A common stock, and (iii) 2,500,000 shares of Post-Closing Company Class A common stock (such shares, the “Earnout Shares”), upon the satisfaction of certain price targets, which will be based upon (A) the closing sale price of one share of Post-Closing Company Class A common stock as quoted on the New York Stock Exchange (“NYSE”) or the exchange on which the shares of Post-Closing Company Class A common stock are then traded, for any twenty trading days within any sixty consecutive trading day period within the Earnout Period or (B) if the Post-Closing Company undergoes a Change in Control (as defined in the Merger Agreement), the price per share received by stockholders of the Post-Closing Company in such Change in Control transaction. At the effective time of the Merger, each share of Oklo common stock issued and outstanding immediately prior to the Closing will be automatically surrendered and exchanged for the right to receive approximately 6.062 shares of AltC Class A common stock, which is based on the Per Share Equity Value (as defined in the Merger Agreement). See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

 

 

At the special meeting, AltC stockholders will be asked to consider and vote upon:

(1)

Proposal No. 1 — a proposal to (a) approve and adopt the Merger Agreement and the related agreements to which AltC is a party and (b) approve the Merger and the other Transactions — we refer to this proposal as the “business combination proposal”;

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(2)

Proposal No. 2 — a proposal to approve and adopt the proposed second amended and restated certificate of incorporation of the Post-Closing Company (the “Post-Closing Company’s certificate of incorporation”) — we refer to this proposal as the “charter proposal.” A copy of the Post-Closing Company’s certificate of incorporation is attached to the accompanying proxy statement/prospectus/​consent solicitation statement as Annex B;

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(3)

Proposal No. 3 — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Post-Closing Company’s certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements —  we refer to this proposal as the “governance proposal”;

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(4)

Proposal No. 4 — a proposal to approve and adopt the Oklo Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex F;

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(5)

Proposal No. 5 — a proposal to approve and adopt the Oklo Inc. 2024 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex G;

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(6)

Proposal No. 6 — a proposal to elect seven directors to serve staggered terms on the Post-Closing Company Board following the consummation of the business combination until immediately following the date of the 2025, 2026 and 2027 annual stockholder meetings, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death — we refer to this proposal as the “director election proposal”;

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(7)

Proposal No. 7 — a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of shares of AltC Class A common stock, including the approval of (a) the issuance of more than 20% of AltC’s issued and outstanding shares of common stock in connection with the business combination and (b) the issuance of shares of AltC Class A common stock (i) to one or more Related Parties (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions and (ii) in connection with the acquisition of a company in which a Related Party may have a 5% or greater interest in or in the consideration to be paid in connection with such acquisition  — we refer to this proposal as the “NYSE proposal”; and

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(8)

Proposal No. 8 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the NYSE proposal — we refer to this proposal as the “adjournment proposal.”

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Each of these proposals is more fully described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only AltC stockholders of record at the close of business on          , 2024 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the AltC Board has unanimously (of those who voted) determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal,

 

 

the ESPP proposal, the director election proposal, the NYSE proposal and, if necessary, the adjournment proposal are fair to, and in the best interests of, AltC and its stockholders and unanimously (of those who voted) recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” each of the director nominees named in the director election proposal, “FOR” the NYSE proposal and, if presented, “FOR” the adjournment proposal. When you consider the AltC Board’s recommendation of these proposals, you should keep in mind that our directors and officers, as well as AltC Sponsor LLC, our sponsor (the “Sponsor”), have interests in the Transactions that are different from, or in addition to, the interests of AltC stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain AltC Persons in the Business Combination” for additional information. The AltC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to AltC stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the business combination is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the NYSE proposal. If any of those proposals are not approved, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

To raise additional proceeds to fund the business combination, on July 11, 2023, AltC entered into an Amended and Restated Sponsor Agreement, by an among AltC, Sponsor and the other parties thereto, pursuant to which, among other things, the Sponsor agreed, subject to the other terms and conditions included therein, immediately prior to the Closing, to purchase in a private placement up to 5,000,000 shares of AltC Class A common stock at a purchase price of $10.00 per share equal to an amount up to $50,000,000 (the “Sponsor Commitment”). The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) Available Closing SPAC Cash (as defined in the Merger Agreement), before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”); which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.

All AltC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus/consent solicitation statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares of AltC’s common stock are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy card from your broker or bank.

Shares of AltC Class A common stock are currently listed on the NYSE under the symbol “ALCC.” In connection with the Transactions, AltC intends to apply to continue have AltC Class A common stock listed on the NYSE under the symbol “OKLO,” and it will change its name to Oklo Inc.

Pursuant to AltC’s amended and restated certificate of incorporation, a holder of shares of AltC Class A common stock sold in AltC’s initial public offering (whether they were purchased in AltC’s initial public offering or thereafter in the open market) (“AltC public shares”) may demand that AltC redeem such shares for cash if the business combination is consummated (“redemption rights”). Holders of AltC public shares will be entitled to receive cash for these shares only if they demand that AltC redeem their AltC public shares for cash no later than the second business day prior to the vote on the business combination proposal (the “Redemption Deadline”) by delivering their shares and requesting in writing that AltC redeem such AltC public shares for cash to Continental Stock Transfer & Trust Company, AltC’s transfer agent. If the business combination is not completed, the AltC public shares will not be redeemed. If a holder of AltC public shares properly exercises their redemption rights and the business combination is consummated, AltC will redeem such shares for cash in an amount equal to their pro rata portion of the funds in the trust account holding the proceeds from AltC’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination.

 

 

AltC is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

AltC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following July 12, 2026, the fifth anniversary of the AltC IPO, (b) in which AltC has total annual gross revenue of at least $1,235,000,000, or (c) in which AltC is deemed to be a large accelerated filer, which means the market value of AltC’s common stock that is held by non-affiliates exceeds $700,000,000 as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which AltC has issued more than $1,000,000,000 in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The accompanying proxy statement/prospectus/consent solicitation statement provides you with detailed information about the business combination and other matters to be considered at the special meeting. We encourage you to carefully read the entire document, including the Annexes attached to the accompanying proxy statement/prospectus/consent solicitation statement. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 81.

Your vote is important regardless of the number of shares of AltC’s common stock you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares of AltC’s common stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The business combination described in the accompanying proxy statement/prospectus/consent solicitation statement has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the merits or fairness of the business combination, or passed upon the accuracy or adequacy of the disclosure in the accompanying proxy statement/prospectus/consent solicitation statement. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Michael Klein
Chairman of the Board of Directors

              , 2024

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES OF ALTC’s COMMON STOCK WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE ALTC REDEEM YOUR ALTC PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER SUCH SHARES TO ALTC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR ALTC PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING SUCH SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN SUCH ALTC PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD ALTC PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW SUCH SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF ALTC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

Immediately following the Redemption Deadline, a public stockholder that makes an election to redeem its AltC public shares (an “Election”) may withdraw its Election with respect to all or a portion of its AltC public shares for which it previously submitted an Election (an “Election Reversal”).

TO MAKE AN ELECTION REVERSAL WITH RESPECT TO YOUR ALTC PUBLIC SHARES, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AFTER 5:00 P.M. EASTERN TIME ON          , 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, AND PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT THE ELECTION TO REDEEM YOUR ALTC PUBLIC SHARES BE REVERSED, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REVERSAL IS REQUESTED AND THE NUMBER OR PERCENTAGE OF SHARES FOR WHICH REVERSAL IS REQUESTED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO REQUEST REVERSAL OF THE ELECTION TO REDEEM AT THE TRANSFER AGENT.

The accompanying proxy statement/prospectus/consent solicitation statement is dated         , 2024 and is first being mailed to AltC stockholders on or about          , 2024.

 

 

 

ALTC ACQUISITION CORP.
640 Fifth Avenue, 12th Floor
New York, NY 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2024

TO THE STOCKHOLDERS OF ALTC ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of stockholders of AltC Acquisition Corp., a Delaware corporation (“AltC,” “we” or “our”), will be held via live webcast at     a.m. Eastern Time, on          , 2024. The special meeting can be accessed by visiting https://www.cstproxy.com/altcacquisitioncorp/2024, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of AltC’s board of directors (the “AltC Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)

Proposal No. 1 — To consider and vote upon a proposal to (a) approve and adopt an Agreement and Plan of Merger and Reorganization (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among AltC, AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo and the related agreements to which AltC is a party and (b) approve the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC as contemplated by the Merger Agreement and together with the other transactions contemplated by the Merger Agreement and the related agreements (collectively, the “Transactions”) — we refer to this proposal as the “business combination proposal”;

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(2)

Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (the “Post-Closing Company’s certificate of incorporation”) of the post-closing company (the “Post-Closing Company”) — we refer to this proposal as the “charter proposal.” A copy of the Post-Closing Company’s certificate of incorporation is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex B;

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(3)

Proposal No. 3 — To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Post-Closing Company’s certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

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(4)

Proposal No. 4 — To consider and vote upon a proposal to approve and adopt the Oklo Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/​prospectus/consent solicitation statement as Annex F;

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(5)

Proposal No. 5 — To consider and vote upon a proposal to approve and adopt the Oklo Inc. 2024 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex G;

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(6)

Proposal No. 6 — To consider and vote upon a proposal to elect seven directors to serve staggered terms on the Post-Closing Company Board following the consummation of the business combination until immediately following the date of the 2025, 2026 and 2027 annual stockholder meetings, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death — we refer to this proposal as the “director election proposal”;

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(7)

Proposal No. 7 — To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of shares of AltC Class A common stock, including the approval of (a) the issuance of more than 20% of AltC’s issued and outstanding shares of common stock in connection with the business combination and (b) the issuance of shares of AltC Class A common stock (i) to one or more Related Parties (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions and (ii) in connection with the acquisition of a company in which a Related Party may have a 5% or greater interest in or in the consideration to be paid in connection with such acquisition — we refer to this proposal as the “NYSE proposal”; and

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(8)

Proposal No. 8 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the NYSE proposal — we refer to this proposal as the “adjournment proposal.”

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Each of these proposals and the business combination are more fully described in this proxy statement/​prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only AltC stockholders of record at the close of business on            , 2024 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the AltC Board has unanimously (of those who voted) determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal, the NYSE proposal and, if necessary, the adjournment proposal are fair to, and in the best interests of, AltC and its stockholders and unanimously (of those who voted) recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal “FOR” each of the director nominees named in the director election proposal, “FOR” the NYSE proposal and, if presented, “FOR” the adjournment proposal. When you consider the AltC Board’s recommendation of these proposals, you should keep in mind that our directors and officers, as well as AltC Sponsor LLC, our sponsor (the “Sponsor”), have interests in the Transactions that are different from, or in addition to, the interests of AltC stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain AltC Persons in the Business Combination” for additional information. The AltC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to AltC stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the business combination is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the NYSE proposal. If any of those proposals are not approved, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

To raise additional proceeds to fund the business combination, on July 11, 2023, AltC entered into an Amended and Restated Sponsor Agreement, by an among AltC, the Sponsor and the other parties thereto, pursuant to which, among other things, the Sponsor agreed, subject to the other terms and conditions included therein, immediately prior to the Closing, to purchase in a private placement up to 5,000,000 shares of AltC Class A common stock at a purchase price of $10.00 per share equal to an amount up to $50,000,000 (the “Sponsor Commitment”). The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) Available Closing SPAC Cash (as defined in the Merger Agreement), before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”); which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.

Pursuant to AltC’s amended and restated certificate of incorporation, a holder of shares of AltC Class A common stock sold in AltC’s initial public offering (whether they were purchased in AltC’s initial

 

 

public offering or thereafter in the open market) (“AltC public shares”) may demand that AltC redeem such shares for cash if the business combination is consummated (“redemption rights”). Holders of AltC public shares will be entitled to receive cash for these shares only if they demand in writing that AltC redeem their AltC public shares for cash and deliver their AltC public shares to Continental Stock Transfer & Trust Company no later than the second business day prior to the vote on the business combination proposal (the “Redemption Deadline”). If the business combination is not completed, the AltC public shares will not be redeemed. If a holder of AltC public shares properly exercises their redemption rights and the business combination is consummated, AltC will redeem such shares for cash in an amount equal to their pro rata portion of the funds in the trust account holding the proceeds from AltC’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination.

All AltC stockholders are cordially invited to attend the special meeting and we are providing this proxy statement/prospectus/consent solicitation statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares of AltC’s common stock are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy card from your broker or bank.

Your vote is important regardless of the number of shares of AltC’s common stock you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares of AltC’s common stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

          , 2024

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES OF ALTC’s COMMON STOCK WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE ALTC REDEEM YOUR ALTC PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER SUCH SHARES TO ALTC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR ALTC PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING SUCH SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN SUCH ALTC PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD ALTC PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW SUCH SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF ALTC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Immediately following the Redemption Deadline, a public stockholder that makes an election to redeem its AltC public shares (an “Election”) may withdraw its Election with respect to all or a portion of its AltC public shares for which it previously submitted an Election (an “Election Reversal”).

 

 

TO MAKE AN ELECTION REVERSAL WITH RESPECT TO YOUR ALTC PUBLIC SHARES, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AFTER 5:00 P.M. EASTERN TIME ON            , 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, AND PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT THE ELECTION TO REDEEM YOUR ALTC PUBLIC SHARES BE REVERSED, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REVERSAL IS REQUESTED AND THE NUMBER OR PERCENTAGE OF SHARES FOR WHICH REVERSAL IS REQUESTED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO REQUEST REVERSAL OF THE ELECTION TO REDEEM AT THE TRANSFER AGENT.

 

 

OKLO INC.
3190 Coronado Dr.
Santa Clara, CA 95054

NOTICE OF SOLICITATION OF WRITTEN CONSENT OF STOCKHOLDERS OF OKLO INC.

TO THE STOCKHOLDERS OF OKLO INC.

On July 11, 2023, Oklo Inc., a Delaware corporation (“Oklo”), entered into an Agreement and Plan of Merger and Reorganization (as may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among AltC Acquisition Corp., a Delaware corporation (“AltC”), AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”) and Oklo, which, among other things, provides for the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”).

This proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of Oklo’s board of directors (the “Oklo Board”) to request that Oklo stockholders as of the record date of            , 2024 execute and return written consents to (a) approve and adopt the Merger Agreement and the related agreements to which Oklo is a party and (b) approve the Merger and the other Transactions (together, the “Oklo business combination proposal”).

The proxy statement/prospectus/consent solicitation statement describes the Merger and the other Transactions and the actions to be taken in connection with the Transactions, and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus/consent solicitation statement.

A summary of the appraisal rights that may be available to you is described in the proxy statement/​prospectus/consent solicitation statement in the section entitled “Appraisal Rights — Appraisal Rights of Oklo Stockholders.” Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent approving the Oklo business combination proposal, which, among other things, approves and adopts the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Oklo business combination proposal. In addition, if you wish to exercise appraisal rights, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the proxy statement/prospectus/consent solicitation statement.

The Oklo Board (excluding Sam Altman, who recused himself from the Oklo Board with respect to the business combination) has considered the business combination and the terms of the Merger Agreement and the related agreements and has determined that the Oklo business combination proposal, is fair to, and in the best interests of, Oklo and its stockholders. Of those who voted, the Oklo Board unanimously recommends that Oklo stockholders approve the Oklo business combination proposal by submitting a written consent. As described in this proxy statement/prospectus/consent solicitation statement, certain Oklo stockholders, whose ownership interests as of the date hereof collectively represent 62.3% of outstanding Oklo preferred stock and 69.6% of outstanding Oklo common stock and Oklo preferred stock (voting on an as-converted basis), which is sufficient to approve the Oklo business combination proposal on behalf of Oklo, are parties to a voting and support agreement with AltC whereby such Oklo stockholders agreed to vote all of their shares of Oklo’s capital stock in favor of approving the Oklo business combination proposal.

Please complete, date and sign the written consent furnished with the proxy statement/prospectus/consent solicitation statement and return it promptly to Oklo by one of the means described in the section entitled “Solicitation of Written Consents of Oklo Stockholders.”

If you have any questions concerning the business combination, including the Merger Agreement, the related agreements, the Merger, the other Transactions, the consent solicitation or this proxy statement/​prospectus/consent solicitation statement, or if you have any questions about how to deliver your written

 

 

consent, please contact us in writing at Oklo Inc., 3190 Coronado Dr., Santa Clara, CA 95054, Attention: Consents, or by email at consents@oklo.com.

         , 2024

 

 

 

 

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus/consent solicitation statement or the context otherwise requires, references to:

“$125 Million Scenario” are to the scenario that illustrates the largest number of redemptions by AltC public stockholders that can occur if Oklo waives the Minimum Cash Condition to the maximum extent that still requires the Sponsor to fully fund the Sponsor Commitment. This scenario assumes that Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to $75.0 million which, pursuant to the Sponsor Agreement, would require the Sponsor to (i) upon the request of Oklo, fund the full Sponsor Commitment by purchasing 5,000,000 shares of AltC Class A common stock at a price of $10.00 per share and (ii) forfeit 6,250,000 AltC founder shares;

“$200 Million Scenario” are to the scenario that illustrates the number of AltC shareholder redemptions that would result in there being $200.0 million of Available Closing SPAC Cash. This scenario assumes that (a) Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to $150.0 million and (b) Oklo waives the Minimum Cash Condition, which would require, pursuant to the Sponsor Agreement, the Sponsor to (i) upon the request of Oklo, fund the full Sponsor Commitment by purchasing 5,000,000 shares of AltC Class A common stock at a price of $10.00 per share and (ii) forfeit 5,000,000 AltC founder shares;

“$250 Million Scenario” are to the scenario that illustrates that largest number of redemptions by AltC public stockholders that can occur while still satisfying the Minimum Cash Condition. This scenario assumes that Available Closing SPAC Cash is equal to $250.0 million and no portion of the Sponsor Commitment is funded;

“$275 Million Scenario” are to the scenario that illustrates the number of AltC shareholder redemptions that would result in there being $275.0 million of Available Closing SPAC Cash;

“2016 Plan” are to the 2016 Stock Incentive Plan of Oklo Inc. duly adopted by the Oklo Board on May 3, 2016;

“AltC” are to AltC Acquisition Corp., a Delaware corporation;

“AltC Board” are to the board of directors of AltC;

“AltC Class A common stock” are to AltC’s Class A common stock, par value $0.0001 per share and, following the consummation of the business combination, to Post-Closing Company Class A common stock;

“AltC Class B common stock” are to AltC’s Class B common stock, par value $0.0001 per share;

“AltC common stock” are to AltC Class A common stock and AltC Class B common stock and, following the consummation of the business combination, to Post-Closing Company Class A common stock;

“AltC’s current bylaws” are to AltC’s bylaws in effect as of the date of this proxy statement/prospectus/​consent solicitation statement;

“AltC’s current certificate of incorporation” are to AltC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus/consent solicitation statement;

“AltC founder shares” are to shares of AltC Class B common stock and AltC Class A common stock issued upon the automatic conversion thereof at the time of the business combination. The AltC founder shares are held of record by the Sponsor as of the AltC record date;

“AltC IPO” are to the initial public offering by AltC, which closed on July 12, 2021;

“AltC private placement shares” are to AltC Class A common stock issued to the Sponsor in a private placement transaction simultaneously with the closing of the AltC IPO with terms identical to AltC Class A common stock, other than as described under “Description of Securities — AltC Common Stock Outstanding Prior to the Business Combination — AltC Private Placement Shares”;

 

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“AltC public shares” are to shares of AltC Class A common stock sold in the AltC IPO (whether they were purchased in the AltC IPO or thereafter in the open market);

“AltC public stockholders” are to the holders of AltC public shares, including the Sponsor and AltC’s officers and directors to the extent the Sponsor and AltC’s officers or directors purchase AltC public shares, provided that each of their status as a an AltC public stockholder will only exist with respect to such AltC public shares;

“AltC record date” are to the close of business on            , 2024;

“Available Closing SPAC Cash” are to all amounts in the trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid AltC public stockholder redemptions of AltC public shares and any excise tax payable by AltC, but before payment of transaction expenses, other than those payable by the Sponsor), plus the net proceeds of any incremental financing raised by AltC or Oklo in connection with the business combination, including any Permitted Equity Financing or the Sponsor Commitment;

“Change in Control” are to (i) a purchase, sale, exchange, business combination or other transaction (including a merger or consolidation of the Post-Closing Company with or into any other corporation or other entity) in which the equity securities of the Post-Closing Company, its successor, or the surviving entity of such business combination or other transaction are not registered under the Exchange Act or listed or quoted for trading on a national securities exchange, (ii) a sale, lease, exchange or other transfer (including a merger) in one transaction or a series of related transactions of assets representing 50% or more of the value of the Post-Closing Company’s assets (including other subsidiaries of the Post-Closing Company) to a third party that is not an affiliate of the Sponsor (or a group of third parties that are not affiliates of the Sponsor) or (iii) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter pursuant to an offering), of the Post-Closing Company’s voting securities if, after such transfer or acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of the Post-Closing Company (it being understood for the purposes of this clause (iii), a bona fide equity financing shall not be considered a Change in Control);

“Citi” are to Citigroup Global Markets Inc.;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to the date on which the Transactions are consummated;

“Closing Merger Consideration” are to consideration which will be paid entirely in shares of AltC Class A common stock, in an amount equal to $10.00 per share;

“Code” are to the Internal Revenue Code of 1986, as amended;

“completion window” are to the period following the completion of the AltC IPO at the end of which, if AltC has not completed an initial business combination, it will redeem 100% of the AltC public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and less up to $100,000 of such accrued interest to pay dissolution expenses), divided by the number of then outstanding AltC public shares, subject to applicable law and certain conditions. The completion window ends on July 12, 2024 (or such earlier date as determined by the AltC Board);

“consent deadline” are to           , 2024, the targeted final date for receipt of written consents in respect of Oklo’s consent solicitation with respect to the business combination proposal, which date may be extended by Oklo without notice to Oklo stockholders;

“consent solicitation” are to Oklo’s solicitation of written consents from its stockholders to approve the Oklo business combination proposal;

“Conversion” are to the conversion immediately prior to the Closing of (a) all shares of Oklo preferred stock into shares of Oklo common stock in accordance with the terms of Oklo’s current certificate of

 

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incorporation and (b) all Oklo SAFEs into shares of Oklo common stock in accordance with the terms thereof, in each case pursuant to the terms of the Merger Agreement;

“Court” are to the Delaware Court of Chancery;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Dissenting Shares” are to the shares of Oklo capital stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders (including beneficial owners) that neither voted in favor of the Merger nor consented thereto in writing and that have demanded properly in writing appraisal or dissenters’ rights for such shares of Oklo capital stock in accordance with the DGCL;

“Earnout Period” are to the time period commencing on the Closing Date and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a Change in Control;

“Earnout Shares” are to up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock that will be issued to Eligible Oklo Equityholders upon the occurrence of an Earnout Triggering Event during the Earnout Period;

“Earnout Triggering Event I” are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Post-Closing Company Class A common stock is greater than or equal to $12.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Post-Closing Company pursuant to which holders of Post-Closing Company Class A common stock have the right to receive consideration implying a value per share greater than or equal to $12.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

“Earnout Triggering Event II” are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Post-Closing Company Class A common stock is greater than or equal to $14.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Post-Closing Company pursuant to which holders of Post-Closing Company Class A common stock have the right to receive consideration implying a value per share greater than or equal to $14.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event II, and, if applicable, Earnout Triggering Event I, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

“Earnout Triggering Event III” are to the earliest of the following to occur during the Earnout Period: (i) the date on which the closing stock price of Post-Closing Company Class A common stock is greater than or equal to $16.00 per share for 20 trading days within any 60 consecutive trading day period or (ii) a Change in Control of the Post-Closing Company pursuant to which holders of Post-Closing Company Class A common stock have the right to receive consideration implying a value per share greater than or equal to $16.00 after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event III, and, if applicable, Earnout Triggering Event I and Earnout Triggering Event II, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

“Earnout Triggering Events” are to Earnout Trigger Event I, Earnout Trigger Event II, and Earnout Trigger Event III;

“Effective Time” are to the date and time that the Merger becomes effective pursuant to the terms of the Merger Agreement;

“Eligible Oklo Equityholder” are to (i) all persons that hold one or more shares of Oklo common stock as of immediately prior to the Effective Time (after giving effect to the Conversion) and (ii) all persons that hold one or more vested Oklo options as of immediately prior to the Effective Time;

“Equinix” are to Equinix, Inc.;

 

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“Equity Value” are to the sum of (i) $850,000,000 plus (ii) the amount of any net proceeds raised by Oklo following the execution of the Merger Agreement but prior to the consummation of the Transactions through a Permitted Equity Financing;

“ESPP” are to the Oklo Inc. 2024 Employee Stock Purchase Plan;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient, rounded to the nearest thousandth (0.001), obtained by dividing (i) the per share Equity Value by (ii) $10.00;

“Excluded Shares” are to the shares of Oklo capital stock held in Oklo’s treasury or owned by AltC, Merger Sub or Oklo immediately prior to the Effective Time;

“existing registration rights agreement” are to the Registration Rights Agreement, dated July 7, 2021, between AltC and certain other security holders named therein, in connection with the AltC IPO;

“extension vote” means the AltC stockholders vote on a proposal to amend the existing organizational documents to extend the date on which AltC is required to consummate a business combination;

“February 2024 LOI” are to that certain Confidential Letter of Intent to Purchase Power, dated as of February 16, 2024, by and between Oklo and Equinix;

“February 2024 LOI Amount” are to the $25.0 million prepayment made by Equinix to Oklo for the supply of power by Oklo pursuant to the February 2024 LOI (which, Oklo and AltC have agreed, will be treated as a Permitted Equity Financing);

“GAAP” are to accounting principles generally accepted in the United States of America;

“HALEU” are to high-assay low-enriched uranium;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” are to the Oklo Inc. 2024 Equity Incentive Plan;

“Initial Equity Value” are to $850,000,000.

“Insiders” are to Sam Altman, Michael Klein, Jay Taragin, Frances Frei, Allison Green, Peter Lattman and John L. Thornton;

“IRS” are to the Internal Revenue Service;

“Merger” are to the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC;

“Merger Agreement” are to that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC, Oklo and Merger Sub, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the aggregate consideration to be paid to Oklo equityholders, including Oklo stockholders and holders of Oklo SAFEs and outstanding Oklo options;

“Merger Sub” are to AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC;

“Minimum Cash Condition” are to the condition to the obligations of Oklo to consummate the Transactions that there will be at least $250,000,000 of Available Closing SPAC Cash;

“MKA” are to M. Klein Associates, Inc., a New York corporation;

“MWe” are to megawatts electric, which are each one million watts electric;

“No Redemption Scenario” are to the scenario that assumes no AltC public stockholders exercise their redemption rights;

 

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“NRC” are to the U.S. Nuclear Regulatory Commission;

“NYSE” are to the New York Stock Exchange;

“Ocean Tomo” are to Ocean Tomo, a part of J.S. Held and financial advisor to AltC;

“Oklo” are to Oklo Inc., a Delaware corporation;

“Oklo Board” are to the board of directors of Oklo;

“Oklo capital stock” are to Oklo common stock and Oklo preferred stock;

“Oklo common stock” are to Oklo’s common stock, par value $0.0001 per share;

“Oklo’s current bylaws” are to Oklo’s bylaws in effect as of the date of this proxy statement/prospectus/​consent solicitation statement;

“Oklo’s current certificate of incorporation” are to Oklo’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus/consent solicitation statement;

“Oklo options” are to all issued and outstanding options to purchase or otherwise acquire shares of Oklo common stock (whether or not vested) held by any person, including Oklo stock options granted under the 2016 Plan;

“Oklo preferred stock” are to, collectively, Oklo Series A-1 preferred stock, Oklo Series A-2 preferred stock and Oklo Series A-3 preferred stock;

“Oklo record date” are to the close of business on            , 2024;

“Oklo SAFEs” are to the simple agreements for future equity between Oklo and the investors party thereto;

“Oklo Series A-1 preferred stock” are to Oklo’s Series A-1 preferred stock, par value $0.0001 per share;

“Oklo Series A-2 preferred stock” are to Oklo’s Series A-2 preferred stock, par value $0.0001 per share;

“Oklo Series A-3 preferred stock” are to Oklo’s Series A-3 preferred stock, par value $0.0001 per share;

“Oklo Total Shares” are to the sum of (i) the aggregate number of issued and outstanding shares of Oklo capital stock as of immediately prior to the Effective Time, after giving effect to the Conversion, and (ii) the aggregate number of shares of Oklo capital stock issuable upon the exercise of all Oklo options as of immediately prior to the Effective Time (including after giving effect to any acceleration of any unvested Oklo options in connection with the consummation of the Merger);

“Oklo Voting and Support Agreements” are to those certain Voting and Support Agreements, dated as of July 11, 2023, by and among AltC, Oklo and certain Oklo stockholders;

“per share Equity Value” are to the quotient, rounded to the nearest $0.01, obtained by dividing (a) the sum of (1) the Equity Value plus (2) the aggregate exercise price of all Oklo options as of immediately prior to the Effective Time by (b) the Oklo Total Shares;

“per share Merger Consideration” are to, with respect to any share of Oklo capital stock that is issued and outstanding immediately prior to the Effective Time after giving effect to the Conversion, (a) a number of shares of AltC Class A common stock equal to the Exchange Ratio and (b) the contingent right to receive Earnout Shares that may be issued during the Earnout Period;

“Permitted Equity Financing” are to the sale (or a series of related sales) of Oklo’s equity securities in a bona fide equity financing transaction, subject to certain limitations;

“Post-Closing Company” are to Oklo Inc., the new public entity following the consummation of the business combination;

 

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“Post-Closing Company Board” are to the board of directors of the Post-Closing Company;

“Post-Closing Company’s bylaws” are to the form of amended and restated bylaws of the Post-Closing Company, attached as Annex C;

“Post-Closing Company’s certificate of incorporation” are to the proposed second amended and restated certificate of incorporation of the Post-Closing Company in the form attached hereto as Annex B. AltC will immediately be renamed Oklo Inc. pursuant thereto;

“Post-Closing Company Class A common stock” are to shares of Class A common stock, par value $0.0001 per share, of the Post-Closing Company;

“Post-Closing Company options” are to all issued and outstanding options to purchase shares of Post-Closing Company Class A common stock immediately following the Closing of the Merger, including Oklo options assumed by the Post-Closing Company that become an option to purchase shares of Post-Closing Company Class A common stock in accordance with the terms of the Merger Agreement;

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

“redemption rights” are to AltC public stockholders’ right to demand that AltC redeem their AltC public shares for cash in an amount equal to their pro rata portion of the funds held in the trust account if the business combination is consummated;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement, to be dated as of the Closing Date, by and among the Post-Closing Company, certain AltC stockholders and certain Oklo stockholders, a form of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex D;

“Sale” are to, following the Closing Date, (A) a purchase, sale, exchange, business combination or other transaction (including a merger or consolidation of the Post-Closing Company with or into any other corporation or other entity) in which the equity securities of the Post-Closing Company, its successor or the surviving entity of such business combination or other transaction are not registered under the Exchange Act or listed or quoted for trading on a national securities exchange, (B) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Post-Closing Company’s assets to a third party that is not an affiliate of Sponsor (or a group of third parties that are not affiliates of Sponsor) or (C) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter pursuant to an offering), of the Post-Closing Company’s voting securities if, after such transfer or acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of the Post-Closing Company (it being understood for the purposes of this clause (C) , a bona fide equity financing shall not be considered a “Sale”);

“Securities Act” are to the Securities Act of 1933, as amended;

“SPAC Material Adverse Effect” are to, with respect to AltC, a material adverse effect on: (i) the ability of AltC or Merger Sub to enter into the Merger Agreement or any Transaction Agreement and perform its respective obligations thereunder or consummate the Transactions or (ii) the business, condition (financial or otherwise), assets, liabilities or operations of AltC, provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect under this clause (ii): (a) any change in applicable laws or GAAP or any interpretation thereof, (b) any change in interest rates or economic, political, business, financial, commodity, currently or market conditions generally, (c) any actions taken or not taken by AltC, or such other changes or events, in each case, which (I) the Oklo has consented in writing or (II) are required by the Merger Agreement and (d) the announcement or the execution of the Merger Agreement, the pendency or consummation of the Merger or the performance of the Merger Agreement;

“SPAC Transaction Expenses” are to all fees, costs and expenses of AltC incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of the Merger Agreement,

 

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the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained therein to be performed or complied with at or before Closing, and the consummation of the Transactions, including, subject to Section 12.05 of the Merger Agreement, any (i) fees, costs and expenses related to the D&O Tail, (ii) deferred underwriting fees, (iii) fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of AltC, whether paid or unpaid prior to the Closing, and (iv) the repayment amount of the non-interest bearing promissory note, if any, to be issued by AltC to the Sponsor in exchange for additional Sponsor contributions to the trust account and in the aggregate amount of such additional Sponsor contributions. For the avoidance of doubt, (a) all costs of investigation and all defense and attorneys’ and other professionals’ fees and all settlement payments incurred by AltC, which are related to any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) or arbitration, in each case, related to the Merger Agreement or the business combination by any of AltC’s stockholders against any of AltC or Merger Sub or against any of their respective directors or officers, (b) up to $1,500,000 of the Sponsor’s working capital loan to AltC (provided such loan will not be repaid in the form of cash), and (c) any excise tax payable by AltC is expressly excluded from SPAC Transaction Expenses;

“special meeting” are to the special meeting of stockholders of AltC, to be held via live webcast at      a.m. Eastern Time, on          , 2024;

“Sponsor” are to AltC Sponsor LLC, a Delaware limited liability company and an affiliate of MKA in which certain of AltC’s directors and officers hold membership interests;

“Sponsor Agreement” are to the Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC, the Sponsor and the Insiders, a copy of which is attached to this proxy statement/​prospectus/consent solicitation statement as Annex E;

“Sponsor Commitment” are to the private placement pursuant to the Sponsor Agreement whereby AltC has agreed to issue and sell to the Sponsor up to 5,000,000 shares of AltC Class A common stock at a purchase price of $10.00 per share, representing an aggregate purchase price of up to $50,000,000. So long as Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to or greater than $200,000,000, Oklo must request that the Sponsor Commitment be funded and if the Sponsor funds the Sponsor Commitment Purchase Price, then Oklo must stipulate that the Minimum Cash Condition is deemed satisfied. If, however, the Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is less than $200,000,000, Oklo shall retain the sole discretion to refrain from closing the Merger for failure of AltC to meet the Minimum Cash Condition; provided, however, that if Oklo requests that the Sponsor fund any portion of the Sponsor Commitment, and the Sponsor subsequently funds the Sponsor Commitment Purchase Price, then the Minimum Cash Condition will be deemed waived;

“Sponsor Commitment Purchase Price” are to the amount of the Sponsor Commitment that Oklo requests the Sponsor (or an affiliated co-investor of Sponsor) to fund, which will be equal to (i) $250,000,000 minus (ii) Available Closing SPAC Cash before accounting for the funding of the Sponsor Commitment; provided that such amount, under no circumstances shall exceed $50,000,000;

“Transaction Agreements” or “related agreements” are to the Merger Agreement, the Registration Rights Agreement, the Oklo Voting and Support Agreements, the Post-Closing Company’s certificate of incorporation and the Post-Closing Company’s bylaws and all of the agreements, documents, instruments and certificates entered into in connection with such documents and any and all exhibits and schedules thereto;

“Transactions” or “business combination” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements. The “Transactions” or “business combination” will constitute an initial business combination under the terms of AltC’s current certificate of incorporation;

“trust account” are to the trust account of AltC that holds the proceeds from the AltC IPO;

“Vesting Period” are to a period within five years of the Closing;

 

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“Vesting Trigger Event I” are to the date on which the closing price per share of Post-Closing Company Class A common stock on the NYSE, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $10.00 for 20 trading days within any 60 consecutive trading day period;

“Vesting Trigger Event II” are to the date on which the closing price per share of Post-Closing Company Class A common stock on the NYSE, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $12.00 for 20 trading days within any 60 consecutive trading day period;

“Vesting Trigger Event III” are to the date on which the closing price per share of Post-Closing Company Class A common stock on the NYSE, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $14.00 for 20 trading days within any 60 consecutive trading day period;

“Vesting Trigger Event IV” are to the date on which the closing price per share of Post-Closing Company Class A common stock on the NYSE, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $16.00 for 20 trading days within any 60 consecutive trading day period;

“Vesting Triggering Events” are to Vesting Trigger Event I, Vesting Trigger Event II, Vesting Trigger Event III and Vesting Trigger Event IV, collectively; and

“Working Capital Loans” are to the unsecured promissory note to potentially be issued by AltC to the Sponsor in an aggregate principal amount of up to $1,500,000.

 

8

 

 

common stock, (ii) 5,000,000 shares of Post-Closing Company Class A common stock, and (iii) 2,500,000 shares of Post-Closing Company Class A common stock (such shares, the “Earnout Shares”), upon the satisfaction of certain price targets, which will be based upon (A) the closing sale price of one share of Post-Closing Company Class A common stock as quoted on the New York Stock Exchange (“NYSE”) or the exchange on which the shares of Post-Closing Company Class A common stock are then traded, for any twenty trading days within any sixty consecutive trading day period within the Earnout Period or (B) if the Post-Closing Company undergoes a Change in Control, the price per share received by stockholders of the Post-Closing Company in such Change in Control transaction. At the Effective Time, each share of Oklo common stock issued and outstanding immediately prior to the Closing will be automatically surrendered and exchanged for the right to receive a number of shares of AltC Class A common stock equal to the Exchange Ratio, which is based on the per share Equity Value (calculated in accordance with the Merger Agreement). Assuming a Closing Date of           , 2024, we expect that the Exchange Ratio will be approximately 6.062 shares of AltC Class A common stock for each issued and outstanding share of Oklo common stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

•

At the Closing, it is anticipated that approximately 78,996,459 shares of AltC Class A common stock (which, for the avoidance of doubt, will become Post-Closing Company Class A common stock after the Closing and the effectiveness of the Post-Closing Company’s certificate of incorporation) will be issued to Oklo stockholders in the Merger, in exchange for all outstanding shares of Oklo common stock (including shares of Oklo common stock resulting from the conversion of Oklo preferred stock and Oklo SAFEs immediately prior to the Closing). It is also anticipated that we will reserve for issuance up to 10,432,749 shares of Post-Closing Company Class A common stock in respect of the Oklo options assumed pursuant to the terms of the Merger Agreement. Such reserved shares are not included in the 93,996,459 shares registered in this registration statement and are not subject to registration rights. Additionally, we will issue to Eligible Oklo Equityholders up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock to Eligible Oklo Equityholders upon the occurrence of an Earnout Triggering Event during the Earnout Period. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

​

•

To raise additional proceeds to fund the business combination, on July 11, 2023, AltC entered into the Sponsor Agreement, pursuant to which, among other things, the Sponsor agreed, subject to the other terms and conditions included therein, immediately prior to the Closing, to purchase in a private placement up to 5,000,000 shares of AltC Class A common stock at a purchase price of $10.00 per share equal to an amount up to $50,000,000 (the “Sponsor Commitment”). The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment (the “Sponsor Commitment Purchase Price”); which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment.

​

•

Upon completion of the business combination, (1) Oklo stockholders are expected to hold an ownership interest of 64.7% of the issued and outstanding Post-Closing Company Class A common stock, (2) the Sponsor is expected to hold an ownership interest of 11.4% of the issued and outstanding Post-Closing Company Class A common stock and (3) AltC public stockholders are expected to hold an ownership interest of 23.9% of the issued and outstanding Post-Closing Company Class A common stock. These levels of ownership interest (i) reflect the fact that no Permitted Equity Financing has occurred to date, and assumes no such Permitted Equity Financing will occur prior to completion of the business combination, (ii) assume that (a) no AltC public stockholder exercises their redemption rights in connection with the Transactions, (b) no AltC Class A common stock is issued to the Sponsor in connection with the conversion of unpaid amounts under the Working Capital Loans, (c) no shares of AltC Class A common stock are issued to the Sponsor in connection with the Sponsor Commitment, and (d) there are no other issuances of equity interests of AltC or Oklo and (iii) do not take into account (A) any assumed Oklo options that may be exercised after the consummation of the business combination, for which an estimated 10,432,749 shares of Post-Closing Company Class A common stock are expected to be reserved, (B) any Earnout Shares

​

 

10

 

(up to an aggregate of 15,000,000 shares) that may be issued upon the occurrence of an Earnout Triggering Event during the Earnout Period, or (C) the potential issuance of any shares of Post-Closing Company Class A common stock reserved for issuance under the Oklo Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) and Oklo Inc. 2024 Employee Stock Purchase Plan (the “ESPP”). The assumed Exchange Ratio of 6.062 reflects Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024. If the actual facts are different from these assumptions, AltC public stockholders’ percentage ownership in the Post-Closing Company will be different. For a table illustrating each scenario, see “Questions and Answers about the Business Combination — What equity stake will current AltC stockholders and Oklo stockholders hold in the Post-Closing Company immediately after the consummation of the business combination?”

•

AltC management and the AltC Board considered various factors in determining whether to approve the Merger Agreement, the related agreements to which AltC is a party and the Transactions, including the Merger. For more information about the reasons that the AltC Board considered in determining its recommendation, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The AltC Board’s Reasons for Approval of the Transactions.” When you consider the AltC Board’s recommendation of these proposals, you should keep in mind that our directors and officers, as well as the Sponsor, have interests in the Transactions that are different from, or in addition to, the interests of AltC stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain AltC Persons in the Business Combination” for additional information. The AltC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to AltC stockholders that they vote “FOR” the proposals presented at the special meeting.

​

•

At the special meeting, AltC stockholders will be asked to consider and vote on the following proposals:

​

•

a proposal to (a) approve and adopt the Merger Agreement and the related agreements to which AltC is a party and (b) approve the Merger and the other Transactions — we refer to this proposal as the “business combination proposal”;

​

•

a proposal to approve and adopt the proposed second amended and restated certificate of incorporation of the Post-Closing Company (the “Post-Closing Company’s certificate of incorporation”) — we refer to this proposal as the “charter proposal.” A copy of the Post-Closing Company’s certificate of incorporation is attached to this proxy statement/prospectus/consent solicitation statement as Annex B;

​

•

a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Post-Closing Company’s certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

​

•

a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to this proxy statement/​prospectus/consent solicitation statement as Annex F;

​

•

a proposal to approve and adopt the ESPP and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to this proxy statement/prospectus/consent solicitation statement as Annex G;

​

•

a proposal to elect seven directors to serve staggered terms on the Post-Closing Company Board following the consummation of the business combination until immediately following the date of the 2025, 2026 and 2027 annual stockholder meetings, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death — we refer to this proposal as the “director election proposal”;

​

•

a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (a) the issuance of more than 20% of AltC’s issued

​

 

11

 

and outstanding shares of common stock in connection with the business combination and (b) the issuance of shares of AltC Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions — we refer to this proposal as the “NYSE proposal”; and

•

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the NYSE proposal — we refer to this proposal as the “adjournment proposal.”

​

•

Upon consummation of the business combination, it is expected that each Class I director will have a term that expires at the annual meeting of stockholders in 2025, each Class II director will have a term that expires at the annual meeting of stockholders in 2026 and each Class III director will have a term that expires at the annual meeting of stockholders in 2027, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 6 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

​

•

An assumed Closing Date of                 , 2024 has been used throughout this proxy statement/​prospectus/consent solicitation statement for illustrative purposes only and is not intended to be a projection of the actual Closing Date.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this proxy statement/prospectus/​consent solicitation statement and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the business combination proposal, as well as some commonly asked questions about Oklo’s solicitation of written consent of Oklo’s stockholders with respect to the Oklo business combination proposal. The following questions and answers do not include all the information that is important to AltC stockholders or Oklo stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, to fully understand the business combination and the voting procedures for the special meeting and written consent procedures for the consent solicitation.

Questions and Answers for AltC stockholders about the special meeting and the business combination

Q.

Why am I receiving this proxy statement/prospectus/consent solicitation statement?

​

A.

AltC and Oklo have agreed to the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC pursuant to the terms of the Merger Agreement (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A, and AltC encourages its stockholders to read it in its entirety. AltC stockholders are being asked, among other things, to consider and vote upon a proposal to approve and adopt the Merger Agreement and the related agreements to which AltC is a party and to approve the Merger and the other Transactions (the “business combination proposal”). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

​

This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the business combination proposal and the other matters and proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement, its Annexes and the other documents referred to herein.

Q.

When and where is the special meeting?

​

A.

The special meeting will be held via live webcast on            , 2024 at       a.m. Eastern Time. The special meeting can be accessed by visiting https://www.cstproxy.com/altcacquisitioncorp/2024, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

​

Q.

What are the proposals on which I am being asked to vote at the special meeting?

​

A.

AltC stockholders will be asked to consider and vote on the following proposals at the special meeting:

​

1.

a proposal to (a) approve and adopt the Merger Agreement and the related agreements to which AltC is a party and (b) approve the Merger and the other Transactions — we refer to this proposal as the “business combination proposal.” Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

​

2.

a proposal to approve and adopt the proposed second amended and restated certificate of incorporation of the Post-Closing Company (the “Post-Closing Company’s certificate of incorporation”) — we refer to this proposal as the “charter proposal.” A copy of the Post-Closing Company’s certificate of incorporation is attached to this proxy statement/prospectus/consent solicitation statement as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

​

 

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3.

a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Post-Closing Company’s certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal.” Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

​

4.

a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to this proxy statement/prospectus/​consent solicitation statement as Annex F. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

​

5.

a proposal to approve and adopt the ESPP and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to this proxy statement/prospectus/consent solicitation statement as Annex G. Please see the section entitled “Proposal No. 5 — The ESPP Proposal”;

​

6.

a proposal to elect seven directors to serve staggered terms on the Post-Closing Company Board following the consummation of the business combination until immediately following the date of the 2025, 2026 and 2027 annual stockholder meetings, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death — we refer to this proposal as the “director election proposal.” Please see the section entitled “Proposal No. 6 — The Director Election Proposal”;

​

7.

a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of shares of AltC Class A common stock, including the approval of (a) the issuance of more than 20% of AltC’s issued and outstanding shares of common stock in connection with the business combination and (b) the issuance of shares of AltC Class A common stock (i) to one or more Related Parties (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions and (ii) in connection with the acquisition of a company in which a Related Party may have a 5% or greater interest in or in the consideration to be paid in connection with such acquisition — we refer to this proposal as the “NYSE proposal”; and

​

8.

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the NYSE proposal — we refer to this proposal as the “adjournment proposal.” Please see the section entitled “Proposal No. 8 — The Adjournment Proposal.”

​

AltC will hold the special meeting to consider and vote upon these proposals. This proxy statement/​prospectus/consent solicitation statement contains important information about the proposals to be acted upon at the special meeting. Stockholders should read it carefully, including its Annexes.

Consummation of the business combination is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the NYSE proposal. If any of those proposals are not approved, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

The vote of AltC stockholders is important. AltC stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement.

Q.

Why is AltC proposing the business combination?

​

A.

AltC was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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On July 12, 2021, AltC completed its initial public offering (the “AltC IPO”) of AltC Class A common stock at a price of $10.00 per share, raising total gross proceeds of approximately $500,000,000. Since the AltC IPO, AltC’s activity has been limited to the evaluation of initial business combination candidates.

Oklo was founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. Oklo believes that global demand for reliable, clean energy is growing rapidly and according to the International Energy Agency’s World Energy Outlook 2022 it is estimated that new policies in major energy markets will propel an expected $2 trillion to be spent on new clean power generation globally by 2030. Oklo is pursuing two complementary tracks to address this demand: providing reliable, commercial-scale energy to customers and selling used nuclear fuel recycling services to the U.S. market.

Oklo is developing next-generation fast fission power plants called “powerhouses.” In its differentiated build, own, and operate business model, Oklo plans to sell power in the forms of electricity and heat directly to customers, which it believes can allow for fast-tracked customer adoption. In addition, Oklo believes it is a pioneer in the nuclear industry in the development of fuel recycling capabilities, which can unlock the energy content of used fuel; Oklo also believes this business unit can complement its market position by vertically integrating and securing its fuel supply chain.

The AltC Board conducted extensive due diligence on Oklo’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The AltC Board considered the results of the diligence review, including the expertise of Oklo’s management team, the large expected market need for firm and clean power that could be addressed by nuclear energy, the government policy and funding support being made available to accelerate deployment of advanced nuclear technologies, the demonstrated underlying technology that Oklo referenced to design its Aurora powerhouse that provides superior potential safety and cost attributes, Oklo’s history of engagement with the NRC, Oklo’s owner-operator business model that intends to generate recurring revenue by selling power directly to customers, as well as the embedded potential upside from fuel recycling. As a result, AltC believes that the business combination will provide AltC stockholders with an opportunity to participate in the ownership of a company with growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The AltC Board’s Reasons for Approval of the Transactions.”

Q.

Why is AltC providing stockholders with the opportunity to vote on the business combination?

​

A.

Under AltC’s current certificate of incorporation, AltC must provide all holders of AltC public shares with the opportunity to have their AltC public shares redeemed upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, AltC has elected to provide its stockholders with the opportunity to have their AltC public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, AltC is seeking to obtain the approval of its stockholders of the business combination proposal in order to allow AltC public stockholders to exercise their redemption rights in connection with the Closing.

​

Q.

What will happen in the business combination?

​

A.

Pursuant to the Merger Agreement and the related agreements, and upon the terms and subject to the conditions set forth therein, AltC will acquire Oklo in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the Closing, among other things, Merger Sub will merge with and into Oklo, with Oklo surviving the Merger as a wholly owned subsidiary of AltC. At the Closing, it is anticipated that approximately 78,996,459 shares of AltC Class A common stock will be issued to Oklo stockholders in the Merger in exchange for all outstanding shares of Oklo common stock (including shares of Oklo common stock resulting from the conversion of the Oklo preferred stock and Oklo SAFEs immediately prior to the Closing). It is also anticipated that we will reserve for issuance up to 10,432,749 shares of Post-Closing Company Class A common stock in respect of the Oklo options assumed pursuant to the terms of the Merger Agreement. Such reserved shares are not included in the 93,996,459 shares registered in this registration statement and are not subject to registration rights. Additionally, we will issue to Eligible Oklo Equityholders up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock during the Earnout Period.

​

 

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Q.

Following the business combination, will AltC’s securities continue to trade on a stock exchange?

​

A.

Yes. We intend to apply to continue AltC’s existing listing of AltC Class A common stock on the NYSE. In connection with the business combination, AltC will change its name to Oklo Inc., and upon the Closing, we expect that Post-Closing Company Class A common stock will begin trading on the NYSE under the symbol “OKLO.”

​

Q.

Will the management of Oklo change in the business combination?

​

We anticipate that all of the executive officers of Oklo will remain with the Post-Closing Company. In addition, we are proposing Lieutenant General (Ret). John Jansen and Michael Klein to serve as the Class I directors, Caroline Cochran, Sam Altman and Richard W. Kinzley to serve as the Class II directors and Jacob DeWitte and Chris Wright to serve as the Class III directors. It is expected that each Class I director will have a term that expires at the annual meeting of stockholders in 2025, each Class II director will have a term that expires at the annual meeting of stockholders in 2026 and each Class III director will have a term that expires at the annual meeting of stockholders in 2027, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 6 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Q:

What equity stake will current AltC stockholders and Oklo stockholders hold in the Post-Closing Company immediately after the consummation of the business combination?

​

A:

As of the date of this proxy statement/prospectus/consent solicitation statement, there are 43,100,521 shares of AltC Class A common stock and AltC Class B common stock issued and outstanding, which includes 29,150,521 AltC public shares, 12,500,000 AltC founder shares held by the Sponsor and 1,450,000 AltC private placement shares held by the Sponsor.

​

The following table illustrates varying ownership levels in the Post-Closing Company immediately following the consummation of the business combination, excluding the dilutive effect of the potential issuance of any Earnout Shares, the potential issuance of any shares of Post-Closing Company Class A common stock upon exercise of outstanding Oklo options assumed by the Post-Closing Company and the potential issuance of shares of Post-Closing Company Class A common stock initially reserved for issuance under the Incentive Plan and the ESPP, in each of the following scenarios:

•

No Redemption Scenario:   which is the scenario that assumes no AltC public stockholders exercise their redemption rights.

​

•

$250 Million Scenario:   which is the scenario that illustrates that largest number of AltC shareholder redemptions that can occur while still satisfying the Minimum Cash Condition. This scenario assumes that Available Closing SPAC Cash is equal to $250,000,000 and no portion of the Sponsor Commitment is funded. So long as Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to or greater than $200,000,000, Oklo must request that the Sponsor Commitment be funded and if the Sponsor funds the Sponsor Commitment Purchase Price, then Oklo must stipulate that the Minimum Cash Condition is deemed satisfied. If, however, the Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is less than $200,000,000, Oklo shall retain the sole discretion to refrain from closing the Merger for failure of AltC to meet the Minimum Cash Condition; provided, however, that if Oklo requests that the Sponsor fund the Sponsor Commitment, and the Sponsor subsequently funds the Sponsor Commitment Purchase Price, then the Minimum Cash Condition will be deemed waived.

​

•

$125 Million Scenario:   which is the scenario that illustrates the largest number of AltC shareholder redemptions that can occur if Oklo waives the Minimum Cash Condition to the maximum extent that still requires the Sponsor to fully fund the Sponsor Commitment. This scenario assumes that Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to $75,000,000 which, pursuant to the Sponsor Agreement, would require the Sponsor to (i) upon the request of Oklo, fund the full Sponsor Commitment by purchasing 5,000,000 shares of AltC Class A common stock at a price of $10.00 per share and (ii) forfeit 6,250,000 AltC founder shares.

​

 

16

 

(1)

Assumes no AltC public stockholders exercise their redemption rights.

​

(2)

Assumes redemptions of 7,453,290 AltC public shares in connection with the Transactions, which would result in $250,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account) and would not result in any obligation by the Sponsor to fund the Sponsor Commitment. This scenario is based on the trust account balance as of February 29, 2024.

​

(3)

Assumes redemptions of 24,168,511 AltC public shares in connection with the Transactions, which would result in $125,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario further assumes Oklo’s request, which is to be made in Oklo’s sole discretion, that the Sponsor fund the Sponsor Commitment and the Sponsor’s subsequent funding of the Sponsor Commitment, which would result in Oklo’s deemed waiver of the Minimum Cash Condition have both occurred. In addition, under this scenario, the Sponsor would be required to forfeit 6,250,000 AltC founder shares for no consideration. This scenario is based on the trust account balance as of February 29, 2024.

​

​

(4)

Consists of shares of AltC Class A common stock issuable in respect of shares of Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, based on an assumed Exchange Ratio of 6.062. The Exchange Ratio reflects the Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, and is based on an Equity Value of $875,000,000, which reflects the sum of the (i) Initial Equity Value and (ii) the February 2024 LOI Amount.

​

(5)

Includes 1,450,000 AltC private placement shares held by the Sponsor and 12,500,000 AltC founder shares held by the Sponsor. At the Closing, all of the AltC founder shares held by the Sponsor will be outstanding and entitled to vote; provided, however, that all of such AltC founder shares will be unvested at the Closing. The AltC founder shares held by the Sponsor will vest in four tranches: 50% of them will vest upon the occurrence of Vesting Trigger Event I, 25% of them will vest upon the occurrence of Vesting Trigger Event II, 12.5% of them will vest upon the occurrence of the Vesting Trigger Event III and 12.5% of them will vest upon the occurrence of Vesting Trigger Event IV. Any AltC founder shares held by the Sponsor that do not vest during the Vesting Period will be forfeited for no consideration. As described in footnote 3, in the $125 Million Scenario, the calculations do not include the 6,250,000 forfeited AltC founder shares but include the 5,000,000 shares of AltC Class A common stock to be purchased to fund the Sponsor Commitment. In addition, in the event of a Sale prior to the expiration of the Vesting Period, the vesting of unvested AltC founder shares or shares of Post-Closing Company Class A common stock issued or issuable upon the conversion of the unvested AltC founder shares shall be accelerated as follows: (1) 50% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $10.00 per share; (2) 25% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $12.00 per share; (3) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $14.00 per share; and (4) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $16.00 per share, and in each case, the price paid or implied in such Sale shall be determined after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement as described in the following sentence. Unvested AltC founder shares (or shares of Post-Closing Company Class A common stock issuable or issued upon conversion thereof) that do not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale.

​

The following table illustrates additional varying ownership levels in the Post-Closing Company immediately following the consummation of the business combination, excluding the dilutive effect of the potential issuance of any Earnout Shares, the potential issuance of any shares of Post-Closing Company Class A common stock upon exercise of outstanding Oklo options assumed by the Post-Closing Company, and the potential issuance of shares of Post-Closing Company Class A common stock initially reserved for issuance under the Incentive Plan and the ESPP, in each of the following scenarios:

•

$275 Million Scenario:   which is the scenario that illustrates the number of AltC shareholder redemptions that would result in there being $275.0 million of Available Closing SPAC Cash.

​

•

$200 Million Scenario:   which is the scenario that illustrates the number of AltC shareholder redemptions that would result in there being $200.0 million of Available Closing SPAC Cash. This

​

 

17

 

scenario assumes that (a) Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment, is equal to $150.0 million and (b) Oklo waives the Minimum Cash Condition, which would require, pursuant to the Sponsor Agreement, the Sponsor to (i) upon the request of Oklo, fund the full Sponsor Commitment by purchasing 5,000,000 shares of AltC Class A common stock at a price of $10.00 per share and (ii) forfeit 5,000,000 AltC founder shares.

(1)

Assumes redemptions of 5,065,401 AltC public shares in connection with the Transactions, which would result in $275,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario is based on the trust account balance as of February 29, 2024.

​

(2)

Assumes redemptions of 17,004,845 AltC public shares in connection with the Transactions, which would result in $200,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario further assumes Oklo’s request, which is to be made in Oklo’s sole discretion, that the Sponsor fund the Sponsor Commitment and the Sponsor’s subsequent funding of the Sponsor Commitment, which would result in Oklo’s deemed waiver of the Minimum Cash Condition have both occurred. In addition, under this scenario, the Sponsor would be required to forfeit 5,000,000 AltC founder shares for no consideration. This scenario is based on the trust account balance as of February 29, 2024.

​

​

(3)

Consists of shares of AltC Class A common stock issuable in respect of shares of Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, based on an assumed Exchange Ratio of 6.062. The Exchange Ratio reflects the Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, and is based on an Equity Value of $875,000,000, which reflects the sum of the (i) Initial Equity Value and (ii) the February 2024 LOI Amount.

​

(4)

Includes 1,450,000 AltC private placement shares held by the Sponsor and 12,500,000 AltC founder shares held by the Sponsor. At the Closing, all of the AltC founder shares held by the Sponsor will be outstanding and entitled to vote; provided, however, that all of such AltC founder shares will be unvested at the Closing. The AltC founder shares held by the Sponsor will vest in four tranches: 50% of them will vest upon the occurrence of Vesting Trigger Event I, 25% of them will vest upon the occurrence of Vesting Trigger Event II, 12.5% of them will vest upon the occurrence of the Vesting Trigger Event III and 12.5% of them will vest upon the occurrence of Vesting Trigger Event IV. Any AltC founder shares held by the Sponsor that do not vest during the Vesting Period will be forfeited for no consideration. As described in footnote 2, in the $200 Million Scenario, the calculations do not include the 5,000,000 forfeited AltC founder shares but include the 5,000,000 shares of AltC Class A common stock to be purchased to fund the Sponsor Commitment. In addition, in the event of a Sale prior to the expiration of the Vesting Period, the vesting of unvested AltC founder shares or shares of Post-Closing Company Class A common stock issued or issuable upon the conversion of the unvested AltC founder shares shall be accelerated as follows: (1) 50% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $10.00 per share; (2) 25% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $12.00 per share; (3) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $14.00 per share; and (4) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $16.00 per share, and in each case, the price paid or implied in such Sale shall be determined after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement as described in the following sentence. Unvested AltC founder shares (or shares of Post- Closing Company Class A common stock issuable or issued upon conversion thereof) that do not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale.

​

The following table illustrates varying ownership levels in the Post-Closing Company immediately following the consummation of the business combination in each of the No Redemption Scenario, the $250 Million Scenario and the $125 Million Scenario, but, in each case, includes the dilutive effect of the issuance of all Earnout Shares, the issuance of all shares of Post-Closing Company Class A common stock upon exercise of outstanding Oklo options assumed by the Post-Closing Company and the issuance of all shares of Post-Closing Company Class A common stock initially reserved for issuance under the Incentive Plan and the ESPP:

 

18

 

(1)

Assumes no AltC public stockholders exercise their redemption rights.

​

​

(2)

Assumes redemptions of 7,453,290 AltC public shares in connection with the Transactions, which would result in $250,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account) and would not result in any obligation by the Sponsor to fund the Sponsor Commitment. This scenario is based on the trust account balance as of February 29, 2024.

​

​

(3)

Assumes redemptions of 24,168,511 AltC public shares in connection with the Transactions, which would result in $125,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario further assumes Oklo’s request, which is to be made in Oklo’s sole discretion, that the Sponsor fund the Sponsor Commitment and the Sponsor’s subsequent funding of the Sponsor Commitment, which would result in Oklo’s deemed waiver of the Minimum Cash Condition have both occurred. In addition, under this scenario, the Sponsor would be required to forfeit 6,250,000 AltC founder shares for no consideration. This scenario is based on the trust account balance as of February 29, 2024.

​

​

(4)

Consists of shares of AltC Class A common stock issuable in respect of shares of Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, based on an assumed Exchange Ratio of 6.062. The Exchange Ratio is based on an Equity Value of $875,000,000, which reflects the sum of the (i) Initial Equity Value and (ii) the February 2024 LOI Amount, and reflects the Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024.

​

(5)

Assumes that all 15,000,000 Earnout Shares are issued to Eligible Oklo Equityholders during the Earnout Period. The Earnout Shares are issuable in three tranches: 50% of them will be issued upon the occurrence of Earnout Triggering Event I, 25% of them will be issued upon the occurrence of Earnout Triggering Event II and 25% of them will be issued upon the occurrence of Earnout Triggering Event III.

​

​

(6)

Assumes the issuance of (a) an estimated 2,111,507 shares of Post-Company Class A common stock issuable upon exercise of all vested Oklo stock options outstanding at the Closing, which will have a weighted-average exercise price of $0.40 based on the assumed Exchange Ratio of 6.062 and (b) an estimated 8,321,242 shares of Post-Closing Company Class A common stock to be reserved for potential future issuance upon the exercise of assumed Oklo options that are not vested as of the Closing, which will have a weighted-average exercise price of $2.21 based on the assumed Exchange Ratio of 6.062, each based on shares subject to outstanding stock options as of March 18, 2024.

​

(7)

Assumes the issuance of all shares initially reserved for issuance under the Incentive Plan (which will be 13% of all shares of Post-Closing Company Class A common stock outstanding immediately after the Closing), excluding (a) any shares subject to awards granted under the 2016 Plan (and assumed by AltC pursuant to the Merger Agreement) that are outstanding on the Closing Date and that are subsequently forfeited, expire or lapse unexercised or unsettled or are reacquired by the Post-Closing Company and (b) any shares added pursuant to the provision for an annual increase in shares set forth in the Incentive Plan.

​

(8)

Assumes the issuance of all shares initially reserved for issuance under the ESPP (which will be 2% of all shares of Post-Closing Company Class A common stock outstanding immediately after the Closing), excluding any shares added pursuant to the provision for an annual increase in shares set forth in the ESPP.

​

​

(9)

Includes 1,450,000 AltC private placement shares held by the Sponsor and 12,500,000 AltC founder shares held by the Sponsor. At the Closing, all of the AltC founder shares held by the Sponsor will be outstanding and entitled to vote; provided, however, that all of the AltC founder shares held by the Sponsor will unvest at the Closing. The AltC founder shares held by the Sponsor will vest in four tranches: 50% of them will vest upon the occurrence of Vesting Trigger Event I, 25% of them will vest upon the occurrence of Vesting Trigger Event II, 12.5% of them will vest upon the occurrence of the Vesting Trigger Event III, and 12.5% of them will vest upon the occurrence of Vesting Trigger Event IV. Any AltC founder shares held by the Sponsor that do not vest during the Vesting Period will be forfeited for no consideration. As described in footnote 3, in the $125 Million Scenario, the calculations do not include the 6,250,000 forfeited AltC founder shares but include the 5,000,000 shares of AltC Class A common stock to be purchased to fund the Sponsor Commitment. In addition, in the event of a Sale prior to the expiration of the Vesting Period, the vesting of unvested AltC founder shares or shares of Post-Closing Company Class A common stock issued or issuable upon the conversion of the unvested AltC founder shares shall be accelerated as follows: (1) 50% of AltC founder shall vest if the price of Post-Closing Company Class A common

​

 

19

 

stock paid or implied in such Sale equals or exceeds $10.00 per share; (2) 25% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $12.00 per share; (3) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $14.00 per share; and (4) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $16.00 per share, and in each case, the price paid or implied in such Sale shall be determined after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement as described in the following sentence. Unvested AltC founder shares (or shares of Post-Closing Company Class A common stock issuable or issued upon conversion thereof) that do not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale.

The following table illustrates additional varying ownership levels in the Post-Closing Company immediately following the consummation of the business combination in each of the $275 Million Scenario and the $200 Million Scenario, but, in each case, includes the dilutive effect of the issuance of all Earnout Shares, the issuance of all shares of Post-Closing Company Class A common stock upon exercise of outstanding Oklo options assumed by the Post-Closing Company and the issuance of all shares of Post-Closing Company Class A common stock initially reserved for issuance under the Incentive Plan and the ESPP:

(1)

Assumes redemptions of 5,065,401 AltC public shares in connection with the Transactions, which would result in $275,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario is based on the trust account balance as of February 29, 2024.

​

​

(2)

Assumes redemptions of 17,004,845 AltC public shares in connection with the Transactions, which would result in $200,000,000 of Available Closing SPAC Cash (which, for clarity, is calculated after accounting for the amount of (i) any Permitted Equity Financing that has occurred and (ii) any excise tax, which tax, however, will not be paid with funds from the trust account). This scenario further assumes Oklo’s request, which is to be made in Oklo’s sole discretion, that the Sponsor fund the Sponsor Commitment and the Sponsor’s subsequent funding of the Sponsor Commitment, which would result in Oklo’s deemed waiver of the Minimum Cash Condition have both occurred. In addition, under this scenario, the Sponsor would be required to forfeit 5,000,000 AltC founder shares for no consideration. This scenario is based on the trust account balance as of February 29, 2024.

​

​

(3)

Consists of shares of AltC Class A common stock issuable in respect of shares of Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024, based on an assumed Exchange Ratio of 6.062. The Exchange Ratio is based on an Equity Value of $875,000,000, which reflects the sum of the (i) Initial Equity Value and (ii) the February 2024 LOI Amount, and reflects the Oklo capital stock and Oklo SAFEs, in each case, outstanding as of March 18, 2024.

​

(4)

Assumes that all 15,000,000 Earnout Shares are issued to Eligible Oklo Equityholders during the Earnout Period. The Earnout Shares are issuable in three tranches: 50% of them will be issued upon the occurrence of Earnout Triggering Event I, 25% of them will be issued upon the occurrence of Earnout Triggering Event II and 25% of them will be issued upon the occurrence of Earnout Triggering Event III.

​

​

(5)

Assumes the issuance of (a) an estimated 2,111,507 shares of Post-Company Class A common stock issuable upon exercise of all vested Oklo stock options outstanding at the Closing, which will have a weighted-average exercise price of $0.40 based on the assumed Exchange Ratio of 6.062 and (b) an estimated 8,321,242 shares of Post-Closing Company Class A common stock to be reserved for potential future issuance upon the exercise of assumed Oklo options that are not vested as of the Closing, which will have a weighted-average exercise price of $2.21 based on the assumed Exchange Ratio of 6.062, each based on shares subject to outstanding stock options as of March 18, 2024.

​

(6)

Assumes the issuance of all shares initially reserved for issuance under the Incentive Plan (which will be 13% of all shares of Post-Closing Company Class A common stock outstanding immediately after the Closing), excluding (a) any shares subject to awards granted under the 2016 Plan (and assumed by AltC pursuant to the Merger Agreement) that are

​

 

20

 

outstanding on the Closing Date and that are subsequently forfeited, expire or lapse unexercised or unsettled or are reacquired by the Post-Closing Company and (b) any shares added pursuant to the provision for an annual increase in shares set forth in the Incentive Plan.

(7)

Assumes the issuance of all shares initially reserved for issuance under the ESPP (which will be 2% of all shares of Post-Closing Company Class A common stock outstanding immediately after the Closing), excluding any shares added pursuant to the provision for an annual increase in shares set forth in the ESPP.

​

(8)

Includes 1,450,000 AltC private placement shares held by the Sponsor and 12,500,000 AltC founder shares held by the Sponsor. At the Closing, all of the AltC founder shares held by the Sponsor will be outstanding and entitled to vote; provided, however, that all of the AltC founder shares held by the Sponsor will unvest at the Closing. The AltC founder shares held by the Sponsor will vest in four tranches: 50% of them will vest upon the occurrence of Vesting Trigger Event I, 25% of them will vest upon the occurrence of Vesting Trigger Event II, 12.5% of them will vest upon the occurrence of the Vesting Trigger Event III, and 12.5% of them will vest upon the occurrence of Vesting Trigger Event IV. Any AltC founder shares held by the Sponsor that do not vest during the Vesting Period will be forfeited for no consideration. As described in footnote 2, in the $200 Million Scenario, the calculations do not include the 5,000,000 forfeited AltC founder shares but include the 5,000,000 shares of AltC Class A common stock to be purchased to fund the Sponsor Commitment. In addition, in the event of a Sale prior to the expiration of the Vesting Period, the vesting of unvested AltC founder shares or shares of Post- Closing Company Class A common stock issued or issuable upon the conversion of the unvested AltC founder shares shall be accelerated as follows: (1) 50% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $10.00 per share; (2) 25% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $12.00 per share; (3) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $14.00 per share; and (4) 12.5% of AltC founder shall vest if the price of Post-Closing Company Class A common stock paid or implied in such Sale equals or exceeds $16.00 per share, and in each case, the price paid or implied in such Sale shall be determined after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement as described in the following sentence. Unvested AltC founder shares (or shares of Post- Closing Company Class A common stock issuable or issued upon conversion thereof) that do not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale.

​

The tables above reflect the fact that, other than the payment of the February 2024 LOI Amount, which Oklo and AltC have agreed will be treated as a Permitted Equity Financing, no Permitted Equity Financing has occurred to date. In addition, these tables assume that (a) other than the payment of the February 2024 LOI Amount, no additional Permitted Equity Financing will occur prior to completion of the business combination, (b) no AltC Class A common stock is issued to the Sponsor in connection with the conversion of unpaid amounts under the Working Capital Loans, of which none are outstanding as of the date of this proxy statement/prospectus/consent solicitation statement and (c) there are no issuances of equity interests of AltC or Oklo other than those described by the tables above and their accompanying footnotes. If the actual facts differ from these assumptions, AltC public stockholders’ percentage ownership in the Post-Closing Company will be different.

See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on Our Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Q.

What is the amount of net cash per share of AltC common stock that is being contributed to the Post-Closing Company in the Transactions?

​

A.

The estimated net cash per share of AltC common stock that is being contributed by AltC to the Post-Closing Company in the Transactions, calculated as of February 29, 2024, in each case, respectively, (i) excluding the impact of the AltC founder shares that convert into unvested shares of Post-Closing Company Class A common stock in the business combination and (ii) including the impact of the AltC founder shares that convert into unvested shares of Post- Closing Company Class A common stock in the business combination, is approximately:

​

•

$9.07 per share or $6.44 per share under the No Redemption Scenario,

​

•

$8.79 per share or $5.90 per share under the $275 Million Scenario,

​

•

$8.61 per share or $5.59 per share under the $250 Million Scenario,

​

•

$8.03 per share or $5.73 per share under the $200 Million Scenario, and

​

•

$6.51 per share or $4.21 per share under the $125 Million Scenario.

​

 

21

 

The estimated net cash per share of AltC common stock that is being contributed by AltC to the Post- Closing Company is calculated as the quotient of (a) (i) the amount of funds held in the trust account (under each of the scenarios presented above), plus (ii) the amount of funds contributed by the Sponsor pursuant to the Sponsor Commitment (if any), less (iii) the amount of estimated AltC transaction expenses of $27,747,951, divided by (b) (i) the number of shares of AltC Class A common stock anticipated to be outstanding as of immediately prior to the Closing (assumed to be 30,600,521 shares under the No Redemption Scenario, 25,535,120 in the $275 Million Scenario, 23,147,231 in the $250 Million Scenario, 18,595,676 in the $200 Million Scenario and 11,432,010 in the $125 Million Scenario), plus (ii) the number of AltC founder shares anticipated to be outstanding as of the Closing (assumed to be (x) none in each scenario when excluding the impact of AltC founder shares that convert into unvested shares of Post-Closing Company Class A common stock and (y) (A) 12,500,000 in the No Redemption Scenario, the $275 Million Scenario and the $250 Million Scenario, (B) 7,500,000 in the $200 Million Scenario and (C) 6,250,000 in the $125 Million Scenario). The estimated net cash per share of AltC common stock that is being contributed to the Post-Closing Company (under each of the scenarios presented above) is less than the $10.00 per share ascribed to such shares in the Merger Agreement or the amount per share that holders of AltC’s public shares would be entitled to receive upon exercise of their redemption rights (which, for illustrative purposes, was approximately $      per share as of            , 2024, the AltC record date).

Q.

Will AltC obtain new financing in connection with the business combination?

​

A.

To raise additional proceeds to fund the business combination, on July 11, 2023, AltC entered into an Amended and Restated Sponsor Agreement, by and among AltC, the Sponsor and the other parties thereto, pursuant to which, among other things, the Sponsor agreed, subject to the other terms and conditions included therein, immediately prior to the Closing, to purchase in a private placement up to 5,000,000 shares of AltC Class A common stock at a purchase price of $10.00 per share, equal to an amount up to $50,000,000 (the “Sponsor Commitment”). The amount of the Sponsor Commitment that the Sponsor (or an affiliated co-investor of the Sponsor) will be required to fund will be equal to (i) $250,000,000 minus (ii) Available Closing SPAC Cash, before accounting for the funding of any Sponsor Commitment; which amount, under no circumstances shall exceed the maximum amount of the Sponsor Commitment. For additional information on the terms of the Sponsor Commitment, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Agreement.”

​

Please also see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Transactions.”

Q.

What conditions must be satisfied to complete the business combination?

​

A.

There are a number of closing conditions in the Merger Agreement, including the expiration or termination of the applicable waiting period under the HSR Act (which occurred on August 24, 2023) and the approval by AltC stockholders of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the NYSE proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement — Conditions to Closing.”

​

Q.

Are there any arrangements to help ensure that AltC will have sufficient funds, together with the proceeds in its trust account, to fund the aggregate purchase price?

​

A.

The obligations of Oklo to consummate the business combination are conditioned upon, among others, the Available Closing SPAC Cash, which represents a minimum amount of cash available in AltC’s trust account as of immediately prior to Closing, being least $250,000,000. Additionally, the Merger Agreement provides that the consummation of the business combination is conditioned upon, among other things, AltC having at least $5,000,001 of net tangible assets as of the Closing.

​

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Transactions.”

 

22

 

Q.

What happens if I sell my shares of AltC Class A common stock before the special meeting?

​

A.

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of AltC Class A common stock after the AltC record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your AltC public shares because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of AltC Class A common stock prior to the AltC record date, you will have no right to vote those shares at the special meeting or redeem AltC public shares for a pro rata portion of the funds held in the trust account.

​

Q.

What constitutes a quorum at the special meeting?

​

A.

A majority of the voting power of all issued and outstanding shares of AltC common stock entitled to vote as of the AltC record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the AltC record date,          shares of AltC common stock would be required to be present at the special meeting to achieve a quorum.

​

AltC’s current bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Q.

What vote is required to approve the proposals presented at the special meeting?

​

A.

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the ESPP proposal, the NYSE proposal and, if presented, the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of outstanding shares of AltC common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an AltC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the NYSE proposal and, if presented, the adjournment proposal will have no effect on such proposals.

​

The approval of the charter proposal requires the affirmative vote of holders of a majority of the outstanding shares of AltC Class B common stock entitled to vote thereon at the special meeting, voting separately, as well as the affirmative vote of holders of a majority of the outstanding shares of AltC Class A common stock and AltC Class B common stock entitled to vote thereon at the special meeting, voting together as a single class. Accordingly, if a valid quorum is established, an AltC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of AltC common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. AltC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an AltC stockholder’s failure to vote by proxy or to vote at the special meeting or a withhold vote with regard to a director nominee named in the director election proposal will have no effect on such proposal.

Q.

How many votes do I have at the special meeting?

​

A.

AltC stockholders are entitled to one vote on each proposal presented at the special meeting for each share of AltC common stock held of record as of            , 2024, the record date for the special meeting. As of the close of business on the AltC record date, there were         outstanding shares of AltC common stock.

​

 

23

 

Q.

Why is AltC proposing the governance proposal?

​

A.

As required by applicable SEC guidance, AltC is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Post-Closing Company’s certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, AltC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on AltC and the AltC Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section entitled “Proposal No. 3 — The Governance Proposal.”

​

Q.

Do I have redemption rights?

​

A.

If you are a holder of AltC public shares, you have the right to demand that AltC redeem such shares for cash in an amount equal to the pro rata portion of the funds held in the trust account. AltC sometimes refers to these rights to demand redemption of AltC public shares as “redemption rights.”

​

Notwithstanding the foregoing, a holder of AltC public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the AltC public shares. Accordingly, all AltC public shares in excess of 15% held by an AltC public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under AltC’s current certificate of incorporation, the business combination may be consummated only if AltC has at least $5,000,001 of net tangible assets after giving effect to all holders of AltC public shares that properly demand redemption of their shares for cash on the date that is two business days prior to the date of the special meeting.

Pursuant to the Sponsor Agreement, the Sponsor and the Insiders have agreed to waive their redemption rights with respect to all of their shares of AltC common stock in connection with the consummation of the business combination and, because of this, such shares of AltC common stock are excluded from the pro rata calculation used to determine the per-share redemption price. As is customary in transactions of this type, the Sponsor and the Insiders did not receive any consideration for waiving their redemption rights.

Q.

How do I exercise my redemption rights?

​

A.

If you are a holder of AltC public shares and wish to exercise your redemption rights, you must demand that AltC redeem your shares into cash no later than 5:00 p.m. Eastern time on         , 2024, the second business day preceding the special meeting vote on the business combination proposal, by delivering your stock to Continental Stock Transfer & Trust Company, AltC’s transfer agent, physically or electronically using Depository Trust Company’s Deposit and Withdrawal at Custodian (“DWAC”) System and requesting in writing that we redeem your AltC public shares for cash to Continental Stock Transfer & Trust Company, AltC’s transfer agent, at the following address: One State Street 30th Floor, New York, New York 10004. Any holder of AltC public shares will be entitled to demand that such holder’s shares be redeemed for cash in an amount equal to their pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $      or $      per share, as of the AltC record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the funds held in the trust account could be subject to claims which could take priority over those of AltC public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

​

 

24

 

Any request for redemption, once made by a holder of AltC public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your AltC public shares for redemption to AltC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that AltC’s transfer agent return the shares (physically or electronically). You may make such request by contacting AltC’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by AltC’s transfer agent at least two business days prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if the business combination is consummated, AltC will redeem such AltC public shares for a pro rata portion of funds held in the trust account. If you exercise your redemption rights, then you will be exchanging your AltC public shares for cash.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

Generally, an AltC stockholder that is a U.S. person and exercises its redemption rights to receive cash from the trust account in exchange for its shares of AltC Class A common stock will be required to treat the business combination as a sale of such shares and recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the redemption and the tax basis of the shares of AltC Class A common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption.

​

The redemption, however, may be treated as a corporate distribution if (i) it does not result in a “complete termination” of the redeeming stockholder’s interest in AltC, (ii) it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in AltC and (iii) it is not a “substantially disproportionate redemption,” in each case, taking into account certain attribution rules to determine the number of shares of AltC Class A common stock owned by the redeeming shareholder. Any such corporate distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Any distribution in excess of our earnings and profits will reduce the redeeming stockholders’ basis in AltC Class A common stock, and any remaining excess will be treated as gain realized on the sale or other disposition of AltC Class A common stock, as discussed above.

If the redemption of a AltC stockholder that is a Non-U.S. holder is treated as a distribution, as discussed above in the second paragraph, such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of AltC’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and, provided such dividend is not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the U.S., we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Distributions in excess of AltC’s current and accumulated earnings and profits that are treated as a return of capital or distributions in excess of the Non-U.S. holder’s adjusted tax basis in AltC Class A common stock redeemed will not be subject to the 30% withholding tax. Additionally, a Non-U.S. holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of AltC Class A common stock (including the portion of any distribution treated as a gain recognized on the sale or other taxable disposition of AltC Class A common stock) unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such stockholder maintains in the United States). An AltC stockholder who is a Non-U.S. holder should consult their own tax advisors with respect to the tax treatment of the redemption of AltC Class A common stock. Please see the section entitled “Proposal No. 1 — The Business

 

25

 

 

Q.

How do the Sponsor and the Insiders intend to vote on the proposals?

​

A.

The Sponsor owns of record and is entitled to vote an aggregate of    % of the outstanding shares of AltC common stock as of the AltC record date. Pursuant to the terms of the Sponsor Agreement, the Sponsor and the Insiders have each agreed to vote their shares of AltC common stock, including AltC founder shares, AltC private placement shares and any AltC public shares held by them as of the AltC record date, in favor of the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement. The Sponsor and Insiders may have interests in the Transactions that may conflict with your interests as an AltC stockholder, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain AltC Persons in the Business Combination.”

​

Q.

When do you expect the business combination to be completed?

​

A.

It is currently anticipated that the business combination will be consummated promptly following the special meeting, which is set for           , 2024, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — The Merger Agreement — Conditions to Closing.”

​

Q.

What do I need to do now?

​

A.

AltC urges you to read carefully and consider the information contained in this proxy statement/​prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, and to consider how the business combination will affect you as an AltC stockholder. AltC stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement and on the enclosed proxy card, or, if you hold your shares of AltC common stock through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

​

Q.

How do I vote?

​

A.

The special meeting will be held via live webcast at      a.m. Eastern Time, on           , 2024. The special meeting can be accessed by visiting https://www.cstproxy.com/altcacquisitioncorp/2024, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

​

If you are a holder of record of shares of AltC common stock on the AltC record date, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares of AltC common stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares of AltC common stock or, if you wish to attend the meeting and vote, obtain a proxy card from your broker, bank or nominee.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares of AltC common stock with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares of AltC common stock without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares of AltC common

​

 

27

 

stock; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares of AltC common stock only if you provide instructions on how to vote. You should instruct your broker to vote your shares of AltC common stock in accordance with directions you provide.

Q.

How will a broker non-vote impact the results of each proposal?

​

A.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

AltC stockholders of record may send a later-dated, signed proxy card to AltC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. AltC stockholders also may revoke their proxy by sending a notice of revocation to AltC’s transfer agent, which must be received prior to the vote at the special meeting.

​

Q.

What happens if I fail to take any action with respect to the special meeting?

​

A.

If you fail to take any action with respect to the special meeting and the business combination is approved by AltC stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

​

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A.

Signed and dated proxies received by us without an indication of how an AltC stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to AltC stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

AltC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of AltC common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares of AltC common stock are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of AltC common stock.

​

 

28

 

Q.

Who can help answer my questions?

​

A.

If you have questions about the business combination or if you need additional copies of the proxy statement/prospectus/consent solicitation statement or the enclosed proxy card you should contact:

​

AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Attention: Jay Taragin, Chief Financial Officer
Email: info@churchillcapitalcorp.com

or:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Call Toll-Free (800) 662-5200 or (203) 658-9400
Email: ALCC.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about AltC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of AltC public shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to AltC’s transfer agent at the address below prior to the vote at the special meeting. See the section entitled “Special Meeting of AltC Stockholders — Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Questions and Answers for Oklo stockholders about the consent solicitation and the business combination

Q:

Why am I, an Oklo stockholder, receiving this proxy statement/prospectus/consent solicitation statement?

​

A:

AltC and Oklo have agreed to the merger of Merger Sub with and into Oklo, with Oklo surviving such merger as a wholly owned subsidiary of AltC pursuant to the terms of the Merger Agreement (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A, and Oklo encourages its stockholders to read it in its entirety. Oklo stockholders are being asked to consider and consent to a proposal to approve and adopt the Merger Agreement and the related agreements to which Oklo is a party and to approve the Merger and the other Transactions (the “Oklo business combination proposal”). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

​

This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the Oklo business combination proposal and the solicitation of written consents. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety.

Oklo stockholders are encouraged to return their written consent as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its Annexes.

 

29

 

Q:

What will happen to my existing shares of Oklo capital stock in the Merger?

​

A:

Each share of Oklo common stock issued and outstanding immediately prior to the Closing (including shares of Oklo common stock resulting from the conversion of the Oklo preferred stock and Oklo SAFEs immediately prior to the Closing, but excluding Excluded Shares and Dissenting Shares) will be automatically surrendered and exchanged for (a) the right to receive the number of shares of AltC Class A common stock equal to the Exchange Ratio and (b) the contingent right to receive Earnout Shares that may be issued during the Earnout Period, in each case in accordance with the terms of the Merger Agreement.

​

At the Closing, it is anticipated that approximately 78,996,459 shares of AltC Class A common stock will be issued to Oklo stockholders in the Merger in exchange for all outstanding shares of Oklo common stock (including shares of Oklo common stock resulting from the conversion of the Oklo preferred stock and Oklo SAFEs immediately prior to the Closing). It is also anticipated that AltC will reserve for issuance up to 10,432,749 shares of Post-Closing Company Class A common stock in respect of the Oklo options assumed pursuant to the terms of the Merger Agreement. Such reserved shares are not included in the 93,996,459 shares registered in this registration statement and are not subject to registration rights. Additionally, Eligible Oklo Equityholders will be issued up to an aggregate of 15,000,000 shares of Post-Closing Company Class A common stock during the Earnout Period. Please see the sections entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration” and “Proposal No. 1 — The Business Combination Proposal — General — Earnout” for further information on the consideration being paid to Oklo stockholders.

Q:

What is the recommendation of the Oklo Board?

​

A:

Sam Altman recused himself from the Oklo Board with respect to the business combination. Of those who voted, the Oklo Board unanimously recommends that Oklo stockholders approve the Oklo business combination proposal.

​

Q:

Do any of Oklo’s directors or officers, including Sam Altman, have interests in the business combination that may differ from or be in addition to the interests of Oklo stockholders?

​

A:

Oklo stockholders should be aware that certain executive officers and directors of Oklo, including Sam Altman, have interests in the business combination that may be different from, or in addition to, the interests of Oklo stockholders generally. The Oklo Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination and in recommending to Oklo stockholders that they consent to the Oklo business combination proposal. See the section entitled “Solicitation of Written Consents of Oklo Stockholders — Interests of Certain AltC Persons in the Business Combination.”

​

Q:

Who is entitled to act by written consent?

​

A:

Oklo stockholders of record holding outstanding shares of Oklo capital stock at the close of business on the record date of           , 2024 (the “Oklo record date”) will be notified of, and be entitled to, execute and deliver a written consent with respect to the Oklo business combination proposal.

​

Q:

How can I give my consent?

​

A:

Oklo stockholders may give their consent by completing, dating and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to Oklo by emailing a .pdf copy to consents@oklo.com or by mailing your written consent to Oklo Inc., 3190 Coronado Dr., Santa Clara, CA 95054, Attention: Consents. Oklo will not call or convene any meeting of its stockholders in connection with the approval of the Oklo business combination proposal.

​

Q:

What approval is required to approve the business combination?

​

A:

Approval of the business combination requires the affirmative vote in favor of the Oklo business combination proposal by holders of at least (a) a majority of the issued and outstanding shares of Oklo common stock and Oklo preferred stock (voting together as a single class on an as-converted to common stock basis) and (b) 60% of the issued and outstanding shares of Oklo preferred stock (voting together as a single class).

​

Q:

What happens if I do not return my written consent?

​

A:

If you hold shares of Oklo capital stock as of the Oklo record date and you do not return your written consent, it will have the same effect as a vote against the Oklo business combination proposal.

​

 

30

 

Q:

Do Oklo stockholders have appraisal rights if they object to the business combination?

​

A:

Pursuant to Section 262 of the DGCL, Oklo stockholders that comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Oklo common stock and/or Oklo preferred stock, as determined by the Delaware Court of Chancery (the “Court”), if the business combination is completed. The “fair value” of your shares of Oklo capital stock as determined by the Court may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Merger Agreement. Oklo stockholders that do not consent to the Oklo business combination proposal, which, among other things adopts the Merger Agreement, and that wish to preserve their appraisal rights must so advise Oklo by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Oklo that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Oklo stockholders that may wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights available to Oklo stockholders, see the section entitled “Appraisal Rights — Appraisal Rights of Oklo Stockholders.”

​

Q:

What is the deadline for returning my written consent?

​

A:

The Oklo Board has set           , 2024 as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the “consent deadline”). Oklo reserves the right to extend the consent deadline beyond           , 2024. Any such extension may be made without notice to Oklo stockholders.

​

Q:

Can I change or revoke my written consent?

​

A:

You may change or revoke your consent to the Oklo business combination proposal at any time before the consent deadline. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a written notice to that effect by one of the means described in the section entitled “Solicitation of Written Consents of Oklo Stockholders.”

​

Q:

What do I need to do now?

​

A:

Oklo urges you to read carefully and consider the information contained in this proxy statement/​prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, and to consider how the Merger and other Transactions will affect you as an Oklo stockholder. Once the registration statement of which this proxy statement/prospectus/consent solicitation statement is a part has been declared effective by the SEC, Oklo will solicit your written consent. Sam Altman recused himself from the Oklo Board with respect to the business combination. Of those who voted, the Oklo Board unanimously recommends that all Oklo stockholders approve the Oklo business combination proposal by executing and returning to Oklo the written consent furnished with this proxy statement/prospectus/consent solicitation statement as soon as possible and no later than the consent deadline.

​

Q:

What are the U.S. federal income tax consequences of the business combination to U.S. holders of Oklo capital stock?

​

A:

For general information on the material U.S. federal income tax consequences of the business combination to holders of Oklo capital stock, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination to Oklo Stockholders.”

​

Q:

Who can help answer my questions about the consent solicitation?

​

A:

If you have questions about the business combination or the process for returning your written consent, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, please contact us in writing at Oklo Inc., 3190 Coronado Dr., Santa Clara, CA 95054, Attention: Consents, or by email at consents@oklo.com.

​

 

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43

 

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48

 

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No Redemption Scenario(1)

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$250 Million Scenario(2)

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$125 Million Scenario(3)

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Shares

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%

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​

Shares

​

​

%

​

​

Shares

​

​

%

​

Oklo stockholders(4)

​

​

​

​

78,996,459

​

​

​

​

​

64.7%

​

​

​

​

​

78,996,459

​

​

​

​

​

68.9%

​

​

​

​

​

78,996,459

​

​

​

​

​

81.7%

​

​

Sponsor(5)

​

​

​

​

13,950,000

​

​

​

​

​

11.4%

​

​

​

​

​

13,950,000

​

​

​

​

​

12.2%

​

​

​

​

​

12,700,000

​

​

​

​

​

13.1%

​

​

AltC public stockholders

​

​

​

​

29,150,521

​

​

​

​

​

23.9%

​

​

​

​

​

21,697,231

​

​

​

​

​

18.9%

​

​

​

​

​

4,982,010

​

​

​

​

​

5.2%

​

​

Total

​

​

​

​

122,096,980

​

​

​

​

​

100.0%

​

​

​

​

​

114,643,690

​

​

​

​

​

100.0%

​

​

​

​

​

96,678,469

​

​

​

​

​

100.0%

​

​

​

​

49

 

​

​

​

$275 Million Scenario(1)

​

​

$200 Million Scenario(2)

​

​

​

​

Number of Shares

​

​

% Ownership

​

​

Number of Shares

​

​

% Ownership

​

Oklo stockholders(3)

​

​

​

​

78,996,459

​

​

​

​

​

67.5%

​

​

​

​

​

78,996,459

​

​

​

​

​

75.2%

​

​

Sponsor(4)

​

​

​

​

13,950,000

​

​

​

​

​

11.9%

​

​

​

​

​

13,950,000

​

​

​

​

​

13.3%

​

​

AltC public stockholders

​

​

​

​

24,085,120

​

​

​

​

​

20.6%

​

​

​

​

​

12,145,676

​

​

​

​

​

11.5%

​

​

Total

​

​

​

​

117,031,579

​

​

​

​

​

100.0%

​

​

​

​

​

105,092,135

​

​

​

​

​

100.0%

​

​

​

​

​

50

 

​

​

​

No Redemption Scenario(1)

​

​

$250 Million Scenario(2)

​

​

$125 Million Scenario(3)

​

​

​

​

Number of Shares

​

​

% Ownership

​

​

Number of Shares

​

​

% Ownership

​

​

Number of Shares

​

​

% Ownership

​

Oklo stockholders(4)

​

​

​

​

78,996,459

​

​

​

​

​

47.6%

​

​

​

​

​

78,996,459

​

​

​

​

​

50.2%

​

​

​

​

​

78,996,459

​

​

​

​

​

57.8%

​

​

Earnout Shares(5)

​

​

​

​

15,000,000

​

​

​

​

​

9.0%

​

​

​

​

​

15,000,000

​

​

​

​

​

9.5%

​

​

​

​

​

15,000,000

​

​

​

​

​

11.0%

​

​

Oklo Options(6)

​

​

​

​

10,432,749

​

​

​

​

​

6.3%

​

​

​

​

​

10,432,749

​

​

​

​

​

6.6%

​

​

​

​

​

10,432,749

​

​

​

​

​

7.6%

​

​

The Incentive Plan(7)

​

​

​

​

15,872,607

​

​

​

​

​

9.6%

​

​

​

​

​

14,903,680

​

​

​

​

​

9.5%

​

​

​

​

​

12,568,201

​

​

​

​

​

9.2%

​

​

The ESPP(8)

​

​

​

​

2,441,940

​

​

​

​

​

1.5%

​

​

​

​

​

2,292,874

​

​

​

​

​

1.5%

​

​

​

​

​

1,933,569

​

​

​

​

​

1.4%

​

​

Sponsor(9)

​

​

​

​

13,950,000

​

​

​

​

​

8.4%

​

​

​

​

​

13,950,000

​

​

​

​

​

8.9%

​

​

​

​

​

12,700,000

​

​

​

​

​

9.3%

​

​

AltC public stockholders

​

​

​

​

29,150,521

​

​

​

​

​

17.6%

​

​

​

​

​

21,697,231

​

​

​

​

​

13.8%

​

​

​

​

​

4,982,010

​

​

​

​

​

3.7%

​

​

Total

​

​

​

​

165,844,276

​

​

​

​

​

100.0%

​

​

​

​

​

157,272,993

​

​

​

​

​

100.0%

​

​

​

​

​

136,612,988

​

​

​

​

​

100.0%

​

​

​