ALTC ACQUISITION CORP.
640 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019
Dear AltC Acquisition Corp. Stockholder:
You are cordially invited to attend a special meeting of stockholders of AltC Acquisition Corp., a Delaware corporation (“AltC” or the “Company”), which will be held on October 5, 2023, at 11:00 a.m., Eastern Time (the “Special Meeting”).
The Special Meeting will be held virtually. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/altcacquisitioncorp/2023. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. AltC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.
As more fully described in the accompanying proxy statement, the purpose of the Special Meeting is to consider and vote upon the following proposals:
1.
Proposal No. 1 — The “Extension Amendment Proposal” — To amend AltC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), in the form set forth in Annex A to the accompanying proxy statement, which we refer to as the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”, to extend the date by which AltC must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a “business combination”, from October 12, 2023 (the “Termination Date”), to July 12, 2024 (or such earlier date as determined by AltC’s board of directors (the “Board”)), which we refer to as the “Extension,” and such later date the “Extended Date.”
2.
Proposal No. 2 — The “Adjournment Proposal” — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if AltC determines that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”).
The Adjournment Proposal will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Amendment Proposal or if AltC determines that additional time is necessary to effectuate the Extension, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.
Each of the Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
As previously disclosed, on July 11, 2023, 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”), entered into that certain Agreement and Plan of Merger and Reorganization (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Oklo, with Oklo surviving such merger as a wholly-owned subsidiary of AltC (the “Merger”). We refer to the Merger and the other transactions described in the Merger Agreement as the “Business Combination.” For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on July 11, 2023. No assurances can be made that AltC will successfully consummate a Business Combination.
The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow AltC additional time to complete the Business Combination.
The Certificate of Incorporation provides that AltC currently has until the Termination Date to complete its initial business combination. The Board unanimously (of those who voted) has determined