- Oklo’s mission is to provide clean, reliable, affordable energy
on a global scale through the design and deployment of
next-generation fast reactor technology.
- Oklo is pursuing an owner-operator model with an intention to
sell power directly to customers under long-term contracts,
providing recurring revenue.
- Oklo has an embedded opportunity to enhance its mission with
potential advanced fuel recycling technology to convert used fuel
into clean energy.
- Oklo is backed by leading technology and decarbonization
investors, including Sam Altman, who has served as Chairman of Oklo
since 2015. Mr. Altman is also the co-founder and CEO of AltC.
- The transaction is expected to provide up to $500 million of
gross capital with net proceeds going to accelerate Oklo’s business
plan and fund the first deployment of the Aurora powerhouse.
- Transaction values Oklo at a pre-money equity value of $850
million, providing an attractive entry point for AltC’s
shareholders that is roughly half the value of comparable clean
energy go-public transactions.
- Existing Oklo shareholders will roll 100% of their existing
equity into the combined company and AltC’s sponsor will subject
100% of its retained founder equity to performance hurdles.
Oklo Inc. (“Oklo” or the “Company”), an advanced fission
technology and nuclear fuel recycling company, and AltC Acquisition
Corp. (“AltC”) (NYSE: ALCC), a special purpose acquisition company,
announced today that they have entered into a definitive business
combination agreement (the “transaction”). Upon closing of the
transaction, the combined company will operate as Oklo and is
expected to be listed on the New York Stock Exchange under the
ticker “OKLO.”
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Oklo's Aurora powerhouse (Image:
Gensler)
AltC was co-founded by Sam Altman and Churchill Capital in July
2021 to combine the technology thought leadership and deep industry
relationships of Mr. Altman with the public markets expertise of
Churchill Capital to provide public investors access to a
compelling “hard tech” opportunity.
Mr. Altman serves as CEO of AltC and has served as Chairman of
Oklo since 2015.
Mr. Altman said, “I am thrilled to announce this partnership
that provides the opportunity for AltC’s shareholders to become
investors in Oklo and fund the first deployment of the Aurora
powerhouse. I think the two most important inputs to a great future
are abundant intelligence and abundant energy. I have long been
interested in the potential that nuclear energy offers to provide
clean, reliable, and affordable energy at great scale.”
Mr. Altman continued, “I was fortunate to meet Jake and Caroline
from Oklo in 2013. I recruited Oklo to Y Combinator in 2014 and
additionally invested in the business in 2015, becoming Chairman.
It has been a pleasure to be involved with Oklo over the last eight
years and I strongly believe it is the best positioned player to
pursue commercialization of advanced fission energy solutions. Oklo
is underpinned by demonstrated technology and has a design approach
that is expected to reduce plant complexity, costs, and
construction time, allowing for streamlined deployment. Oklo has a
site and fuel secured for its first plant, which it expects to be
online in 2026 or 2027, and it has strong and growing customer
interest in future deployments. Lastly, and most important to me,
Oklo benefits from a strong founder-led team with deep technical
expertise. I am excited to support this important milestone for
Oklo and look forward to continuing to build the business with Jake
and Caroline as a public company.”
About Oklo
Oklo intends to revolutionize the energy landscape by developing
affordable, reliable, clean energy solutions at scale. Global
demand for reliable, emission-free energy is growing rapidly with
38% of Fortune 500 companies publicly committing to decarbonization
and an expected global $2 trillion annual spend on new power
generation. 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.
The Company plans to commercialize its liquid metal fast reactor
technology with the Aurora powerhouse, which is designed to produce
up to 15 megawatts of electricity (“MWe”) on both recycled nuclear
fuel and fresh fuel. Oklo’s advanced fission technology has a
history of successful operation, first demonstrated by the
Experimental Breeder Reactor-II, which sold and supplied power to
the grid and showed effective waste recycling capabilities for over
30 years of operation. Furthermore, the Company has achieved
several significant deployment and regulatory milestones, including
securing a site use permit from the U.S. Department of Energy (DOE)
and a fuel award from the Idaho
National Laboratory (INL) for a commercial-scale advanced fission
power plant in Idaho, which is targeted to go online in 2026 or
2027.
Oklo is playing a leading role in catalyzing the
commercialization of advanced fission technologies and has
attracted strong customer interest. The Company has a robust
pipeline of potential customer engagements across a number of
industries and signed non-binding indications of interest that it
believes could result in sales of over 700 MWe. The early demand
for Oklo’s solutions exemplifies the market interest in its
scalable size range and differentiated business model, involving
selling power, not power plants, as well as offering fuel recycling
services.
Oklo’s technology is designed to be installed across a broad
array of sites, require significantly less land compared to
traditional nuclear reactors, and to run for at least a decade on
recycled or fresh fuel before refueling, which is expected to make
its solutions ideal for customers such as data centers, utilities,
defense facilities, communities, factories, and industrial
sites.
Dr. Jacob DeWitte, Co-Founder and Chief Executive Officer of
Oklo, said, “Since founding Oklo in 2013, we have made considerable
progress in advancing our vision of transforming how fission
technologies come to market and meet the urgent need for
affordable, reliable, clean energy. Our long-term goal is to build
a wide range of advanced fission power plants, including small and
large designs and designs that are economically competitive. I am
very proud of the team’s accomplishments to date and believe that
we can accelerate our ambitious vision in partnership with the team
at AltC. AltC supports our mission and brings an extensive
commercial network and executive expertise. We have advanced our
technology, regulatory engagement and business model to a critical
inflection point, and the substantial capital that we have the
opportunity to raise from this transaction will be crucial in
positioning Oklo for continued success. As a public company, we
believe Oklo will be better positioned to execute its commercial
strategy and deliver a differentiated energy solution to a massive
market that demands clean energy.”
“Today’s news marks a pivotal moment for a company that holds
significant promise for humanity,” said Zachary Bogue, Co-Founder
and Managing Partner of DCVC, which has been an investor in Oklo
since 2018. “The world needs safe, zero-carbon energy at massive
scale, as soon as possible, if we are to avert catastrophic climate
change. Thanks to Jake and Caroline’s exceptional blend of vision
and practicality, a new, viable path is before us: Oklo is
next-generation nuclear power.”
“Oklo’s pioneering design has the potential to address the vital
need for highly scalable deployments of clean, cost-efficient
baseload-quality energy,” noted Ajay Royan, Managing Member of
early Oklo backer Mithril Capital and a member of Oklo’s board of
directors. “Oklo’s thoughtful business model addresses multiple
valuable markets at once, affording safe, reliable and clean
electricity, energy efficient industrial heat, and recycled nuclear
fuel that powers conventional reactors while reducing waste.”
Oklo’s Highlights
- Reactor Size: Oklo’s reactors are designed to be
self-stabilizing and self-controlling, as well as flexible, and
require fewer parts to enable a more streamlined deployment, which
is expected to make them cost-competitive and more capital
efficient compared to peers. The size that Oklo is currently
targeting (15 and 50 MWe) is based on significant market demand,
with non-binding indications of interest to build over 50 power
plants, representing the opportunity for over 700 MWe of clean
energy.
- Business Model: Oklo plans to break away from the
traditional commercial nuclear energy model and sell power directly
to customers, offering the flexibility to purchase clean, reliable
power and delivering more favorable financial terms to an estimated
$3 trillion market. The novel business model for the nuclear
industry is enabled by Oklo’s focus on small reactors, which have a
highly competitive expected project cost of less than $60 million
for the 15 MWe plant, compared to large multibillion-dollar utility
scale projects pursued by competitors.
- Track Record: Oklo garnered institutional recognition by
securing a site use permit from the DOE and a fuel award from INL
for its first commercial power plant deployment in Idaho. The
Company has also signed an agreement with Southern Ohio
Diversification Initiative at the DOE Piketon Site for its second
and third commercial plants.
- Regulatory Maturity: Oklo has one of the longest
continuous regulatory engagements of any advanced fission company.
The Company has pursued a pathway that it believes will enable it
to more easily scale, through repeatable licensing. As such, Oklo
is the only company to have successfully submitted a custom
combined license application (COLA) to the U.S. Nuclear Regulatory
Commission (NRC), which includes design, construction and
operations, all in one. In part, due to the complexities caused by
the pandemic, the NRC denied Oklo’s COLA in 2022, requesting
additional information to resume its review. With the learnings
from this process, and the expansion of its regulatory team, Oklo
has been actively engaging with the NRC to progress towards its
next application. The NRC has approved Oklo’s quality assurance
program description, which was a key milestone. In late 2022, Oklo
announced its submission of a licensing project plan for recycling
technologies.
- Fuel Recycling Capabilities: Oklo’s fuel recycling
capabilities have the potential to unlock a market opportunity
estimated to represent hundreds of billions of dollars with enough
energy content in today’s used fuel to produce the power needs in
the U.S. for more than 100 years, safely and with near zero carbon
emissions. The Company and its partners have been selected by the
DOE for four cost-share awards to potentially commercialize
advanced recycling technologies to produce fuel from used fuel. In
addition, Oklo is planning to construct a commercial-scale fuel
recycling facility in the U.S. by the early 2030s.
- Enhanced Safety and Efficiency: The fast fission reactor
technology on which Oklo’s power plant is based has a history of
operation. Its design is anticipated to significantly reduce the
number of nuclear grade components required to assure safety,
through demonstrated technological advancements. This reduction in
complexity is expected to streamline construction and substantially
reduce the pricing and uncertainty associated with procuring each
component.
- Leadership Team: Oklo is a founder-led company with a
strong leadership team which has significant technical, commercial,
and regulatory expertise. Oklo was founded by nuclear engineers Dr.
DeWitte and Caroline Cochran, two visionaries who have built the
Company from the ground up. The highly skilled team, along with
Oklo’s efficient use of capital and lean startup design, better
positions it to solve meaningful engineering challenges.
Summary of the Transaction
The transaction values Oklo at a pre-money equity value of $850
million, providing an attractive entry point for AltC’s
shareholders that is roughly half the value of comparable clean
energy go-public transactions. The transaction is expected to
deliver up to $500 million in gross proceeds from the cash held in
AltC’s trust account, subject to redemptions by AltC
shareholders.
No existing Oklo shareholders will receive cash as part of the
transaction, as all existing Oklo shareholders will roll all of
their existing equity into the combined company. In connection with
the transaction, AltC’s sponsor has entered into an agreement to
subject all of its founder equity to performance hurdles, aligning
with the long-term value creation and performance of Oklo.
Additionally, the Oklo founders and AltC’s sponsor have committed
to long duration lock-ups.
Upon completion of the transaction, Oklo expects to have up to
$516 million in cash on its balance sheet (assuming no redemptions
by AltC shareholders and before payment of transaction expenses),
including existing cash on Oklo’s balance sheet and expected cash
proceeds from AltC’s trust account, which is expected to be used to
support Oklo’s go-to-market strategy for emission-free energy
production targeted to go online in 2026 or 2027, and
commercial-scale fuel recycling facility, expected to begin
construction by the early 2030s. In the intermediate to longer
term, the transaction is expected to have a positive impact on
Oklo’s operating results, providing funding for the
commercialization of its power plants, further technology
integration, and developing economies of scale.
The transaction, which has been approved by the Boards of
Directors of Oklo and AltC, is expected to close in late 2023 or
early 2024 and is subject to approval by AltC shareholders, Oklo
shareholders, AltC having available cash at closing of at least
$250 million, and other customary closing conditions, including
AltC’s Registration Statement (as defined below) being declared
effective by the Securities and Exchange Commission (the “SEC”) and
the expiration of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1975.
Additional information about the transaction, including a copy
of the business combination agreement will be filed by AltC in a
Current Report on Form 8-K with the SEC and available at
www.sec.gov.
Advisors
Guggenheim Securities, LLC, served as financial advisor to
Oklo.
Ocean Tomo, a part of J.S. Held, served as financial and
technical advisor to AltC.
Citigroup Global Markets Inc., served as capital markets advisor
to AltC.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, served as legal counsel to Oklo.
Weil, Gotshal & Manges LLP, served as legal counsel to
AltC.
Pillsbury Winthrop Shaw Pittman LLP, served as nuclear
regulatory counsel to Oklo.
Morgan, Lewis & Bockius LLP, served as nuclear regulatory
counsel to AltC.
Webcast Details
Oklo and AltC will host a joint investor webcast to discuss the
transaction at 2:30 p.m. ET on July 11, 2023.
To listen to the prepared remarks via telephone, please use the
following information:
Date:
Tuesday, July 11, 2023
Time:
2:30 p.m. Eastern Time, 11:30
a.m. Pacific Time
U.S. dial-in number:
1 (646) 960-0830
International dial-in number:
1 (888) 440-4336
Access code:
7841125
The webcast will be broadcast live and available for replay at
https://app.webinar.net/YyaMRoZ8p50. A copy of the investor
presentation can be found at https://app.webinar.net/YyaMRoZ8p50
and via the Investor Relations section of Oklo’s website at
https://oklo.com/investor.
About Oklo
Oklo is developing advanced fission power plants to provide
emission-free, reliable, and affordable energy. Oklo received a
site use permit from the U.S Department of Energy, was awarded fuel
material from Idaho National Laboratory, submitted the first
advanced fission combined license application to the U.S. Nuclear
Regulatory Commission, and is developing advanced fuel recycling
technologies in collaboration with the U.S. Department of Energy
and U.S. national laboratories.
About AltC Acquisition Corp.
AltC Acquisition Corp. was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. We have
based these forward-looking statements on our current expectations
and projections about future events. These forward-looking
statements include, but are not limited to, statements regarding
estimates and forecasts of financial and operational metrics;
estimates and projections of market opportunity; Oklo’s projected
commercialization costs and timeline; Oklo’s ability to attract,
retain, and expand its future customer base; Oklo’s expectations
concerning relationships with strategic partners, suppliers,
governments, regulatory bodies and other third parties; Oklo’s
ability to maintain, protect, and enhance its intellectual
property; future ventures or investments in companies or products,
services, or technologies; Oklo’s ability to attract and retain
qualified employees; development of favorable regulations and
government incentives affecting the markets in which Oklo operates;
Oklo’s expectations regarding regulatory framework development; and
the success of proposed projects for which Oklo’s Powerhouses would
provide power, which is outside of Oklo’s control.
These statements are based on various assumptions, whether or
not identified in this communication, and on the current
expectations of Oklo’s and AltC’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Oklo and AltC.
These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties, include
changes in domestic and foreign business, the risk that Oklo is
pursuing an emerging market, with no commercial project operating,
regulatory uncertainties, the fact that Oklo has not entered into
any definitive agreements with customers for the sale of power or
recycling of nuclear fuel, the potential need for financing to
construct plants, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed transaction, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction or that the approval of the shareholders of AltC or
Oklo is not obtained; the risk that shareholders of AltC could
elect to have their shares redeemed by AltC, thus leaving the
combined company insufficient cash to grow its business; the
outcome of any legal proceedings that may be instituted against
Oklo or AltC following announcement of the proposed transaction;
failure to realize the anticipated benefits of the proposed
transaction; risks relating to the uncertainty of the projected
financial information with respect to Oklo; the effects of
competition; changes in applicable laws or regulations; the ability
of Oklo to manage expenses and recruit and retain key employees;
the ability of AltC or the combined company to issue equity or
equity-linked securities in connection with the proposed
transaction or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; and the impact of the global COVID-19 pandemic on
Oklo, AltC, the combined company’s projected results of operations,
financial performance or other financial metrics, or on any of the
foregoing risks; those factors discussed in AltC’s Quarterly
Reports filed by AltC with the SEC on Form 10-Q and the Annual
Reports filed by AltC with the SEC on Form 10-K, in each case,
under the heading “Risk Factors,” and other documents filed, or to
be filed, with the SEC by AltC. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither Oklo nor
AltC presently know or that Oklo and AltC currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Oklo’s and AltC’s expectations,
plans or forecasts of future events and views as of the date of
this communication. Oklo and AltC anticipate that subsequent events
and developments will cause Oklo’s and AltC’s assessments to
change. However, while Oklo and AltC may elect to update these
forward- looking statements at some point in the future, Oklo and
AltC specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Oklo’s and AltC’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
An investment in AltC is not an investment in any of our founders'
or sponsors' past investments or companies or any funds affiliated
with any of the foregoing. The historical results of these
investments are not indicative of future performance of AltC, which
may differ materially from the performance of the founders or
sponsors past investments, companies or affiliated funds.
Additional Information About the Transaction and Where to
Find It
The proposed transaction will be submitted to shareholders of
AltC for their consideration. AltC intends to file a registration
statement on Form S-4 (the “Registration Statement”) with the SEC,
which will include preliminary and definitive proxy statements to
be distributed to AltC’s shareholders in connection with AltC’s
solicitation for proxies for the vote by AltC’s shareholders in
connection with the proposed transaction and other matters to be
described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to Oklo’s
shareholders in connection with the completion of the proposed
transaction. After the Registration Statement has been filed and
declared effective, AltC will mail a definitive proxy
statement/prospectus/consent solicitation statement and other
relevant documents to its shareholders as of the record date
established for voting on the proposed transaction. AltC’s
shareholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus/consent
solicitation statement and any amendments thereto and, once
available, the definitive proxy statement/prospectus/consent
solicitation statement, in connection with AltC’s solicitation of
proxies for its special meeting of shareholders to be held to
approve, among other things, the proposed transaction, as well as
other documents filed with the SEC by AltC in connection with the
proposed transaction, as these documents will contain important
information about AltC, Oklo and the proposed transaction.
Shareholders may obtain a copy of the preliminary or definitive
proxy statement/prospectus/consent solicitation statement, once
available, as well as other documents filed by AltC with the SEC,
without charge, at the SEC’s website located at www.sec.gov or by
directing a written request to AltC Acquisition Corp., 640 Fifth
Avenue, 12th Floor, New York, NY 10019.
Participants in the Solicitation
AltC, Oklo and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies from AltC’s shareholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of AltC’s
shareholders in connection with the proposed transaction will be
set forth in AltC’s proxy statement/prospectus/consent solicitation
statement when it is filed with the SEC. You can find more
information about AltC’s directors and executive officers in AltC’s
final prospectus filed with the SEC on July 7, 2021 and in the
Annual Reports filed by AltC with the SEC on Form 10-K. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus/consent solicitation
statement when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement/prospectus/consent solicitation statement carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a
prospectus, an advertisement or a public offering of the securities
described herein in the United States or any other jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended, or exemptions therefrom. INVESTMENT IN ANY
SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY
OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Media Contacts
Bonita Chester Oklo Inc. Director of Communications and Media
media@oklo.com
Christina Stenson / Michael Landau Gladstone Place Partners
(212) 230-5930
Investor Contact
Caldwell Bailey / Eduardo Royes ICR, Inc. OkloIR@icrinc.com
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