NEW
YORK and SANTA CLARA,
Calif., Sept. 27, 2023 /PRNewswire/ -- AltC
Acquisition Corp. ("AltC") (NYSE: ALCC), a special purpose
acquisition company, and Oklo Inc. ("Oklo" or the "Company"), an
advanced fission power and nuclear fuel recycling company, today
announced the filing of a registration statement on Form S-4 (the
"Registration Statement") with the U.S. Securities and Exchange
Commission ("SEC") on September 27, 2023.
The Registration Statement contains a preliminary proxy
statement/prospectus/consent solicitation statement in connection
with the proposed business combination between Oklo and AltC (the
"transaction"). While the Registration Statement has not yet become
effective and the information contained therein is subject to
change, it provides important information about Oklo, AltC,
and the transaction.
As announced on July 11, 2023,
Oklo intends to go public through the proposed transaction.
Upon closing, this transaction will result in Oklo being the
first publicly traded advanced fission company focused on selling
clean, reliable energy directly to customers and nuclear fuel
recycling services to the U.S. market.
Since announcing the proposed transaction with AltC, Oklo has
announced its tentative selection as the contractor awardee to
provide power and heat to the Eielson Air Force Base in
Alaska and the signing of a
new Memorandum of Understanding with Centrus Energy Corp.
("Centrus"). Under this new Memorandum of Understanding, Oklo and
Centrus intend to enter into definitive agreements on a broad scope
of collaboration activities supporting the development and
operation of Oklo's Aurora powerhouses, including collaboration
related to supply of HALEU and Centrus' purchase of power from
Oklo to power its HALEU Production Facility. Additionally, Oklo
appointed Craig Bealmear, an
experienced public energy company executive, as CFO.
The transaction is currently expected to close in late 2023 or
early 2024 and is subject to approval by AltC shareholders, the
Registration Statement being declared effective by the SEC, and
other customary closing conditions. Upon completion of the
transaction, the combined company will operate as Oklo and is
expected to be listed on the New York Stock Exchange under the
ticker "OKLO."
About Oklo Inc.: Oklo Inc. is developing fast
fission power plants to provide clean, reliable, and affordable
energy at scale. Oklo received a site use permit from the U.S.
Department of Energy, was awarded fuel material from Idaho National
Laboratory, submitted the first advanced fission custom combined
license application to the Nuclear Regulatory Commission ("NRC"),
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.
Additional Information About the Business Combination and
Where to Find It
On September 14, 2023, AltC filed
a definitive proxy statement (the "Extension Proxy Statement") with
the SEC in connection with its solicitation of proxies for a
special meeting of AltC's shareholders (the "Special Meeting"),
which further describes the proposal to amend AltC's amended and
restated certificate of incorporation, in the form set forth in
Annex A to the Extension Proxy Statement, to extend the date by
which AltC must consummate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses, which we refer to as a
"business combination" from October 12,
2023 to July 12, 2024.
In addition, the proposed transaction will be submitted to
shareholders of AltC for their consideration. AltC has filed the
Registration Statement with the SEC, which includes a preliminary
proxy statement/prospectus/consent solicitation statement to be
distributed to AltC's shareholders in connection with AltC's
solicitation for proxies for the vote by AltC's shareholders in
connection with the proposed transaction and other matters
described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to Oklo's
shareholders in connection with the completion of the proposed
transaction. After the Registration Statement has been declared
effective, AltC will mail a definitive proxy
statement/prospectus/consent solicitation statement and other
relevant documents to its shareholders as of the record date
established for voting on the proposed transaction. AltC's
shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus/consent solicitation
statement and any amendments thereto and, once available, the
definitive proxy statement/prospectus/consent solicitation
statement, in connection with AltC's solicitation of proxies for
its special meeting of shareholders to be held to approve, among
other things, the proposed transaction, as well as other documents
filed with the SEC by AltC in connection with the proposed
transaction (the "proposed transaction Special Meeting"), as these
documents contain and will contain important information about
AltC, Oklo and the proposed transaction.
Shareholders may obtain a copy of the Extension Proxy Statement,
the preliminary proxy statement/prospectus/consent solicitation
statement and, once available, the definitive proxy
statement/prospectus/consent solicitation statement, as well as
other documents filed by AltC with the SEC, without charge, at the
SEC's website located at www.sec.gov or by directing a written
request to AltC Acquisition Corp., 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "goal," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target,"
"continue," "could," "may," "might," "possible," "potential,"
"predict" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. We have based these forward looking statements on our
current expectations and projections about future events. These
forward-looking statements include, but are not limited to,
statements regarding, the proposed transaction between AltC and
Oklo, including with respect to the timing of its closing and the
listing of the combined company's shares on the New York Stock
Exchange, the amount of redemptions by AltC's shareholders, the
amount of cash and cash equivalents held by the combined company
after closing, the competitive environment in which Oklo will
operate following the proposed transaction, the belief that
Oklo will be the first publicly traded advanced fission company
focused on selling reliable, commercial-scale energy directly to
customers and nuclear fuel recycling services to the U.S. market,
the operations of the combined company, expectations for the
collaborative programs memorialized in the Memorandum of
Understanding between Centrus and Oklo, including with respect to
the supply of HALEU to Oklo and any of the other components of the
collaboration, Centrus' purchase of electricity from Oklo, the
deployment and capabilities of Oklo's powerhouses in southern
Ohio, and statements regarding the
U.S. Air Force's pilot micro-reactor program and Oklo's potential
selection for such program. These forward-looking statements are
based on information available to us as of the date of this
communication and represent management's current views and
assumptions. Forward-looking statements are not guarantees of
future performance, events or results and involve known and unknown
risks, uncertainties and other factors, which may be beyond our
control.
These statements are based on various assumptions, whether or
not identified in this communication, and on the current
expectations of Oklo's and, in certain cases, AltC's management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Oklo and AltC. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions
about Oklo, AltC or the proposed transaction that may cause actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties, include
risks related to the deployment of Oklo's powerhouses, including
those that affect the success of each of the potential deployments
at Eielson Air Force Base and with Centrus; the risks that Centrus
is the future is unable or unwilling to proceed with the
collaboration programs discussed herein; the risk that Oklo and
Centrus do not ever enter into any definitive agreements relating
to the purchase and sale of electricity or for any of the other
related activities noted in this communication; risks relating to
Oklo's final selection for the U.S Air Force's pilot program
herein; risks relating to the safety and licensing of Oklo's
technology; the risks that the United States Department of Defense
or the United States Air Force in the future is unable or unwilling
to proceed with the pilot program; the risk that Oklo and the
Defense Logistics Agency Energy do not ever enter into any
definitive agreements relating to the purchase and sale of
electricity or heat for the activities discussed herein; the risk
that Oklo is pursuing an emerging market, with no commercial
project operating, regulatory uncertainties; 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 business combination, 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 and the risk that there are
significant redemptions by AltC's shareholders; the outcome of any
legal proceedings that may be instituted against Oklo's 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 amount of actual transaction expenses
incurred by AltC and Oklo; the effects of competition; changes in
applicable laws or regulations; the outcome of any government and
regulatory proceedings, investigations and inquiries; 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; and the risks
noted under the heading "Risk Factors" in the Registration
Statement filed by AltC on September 27,
2023, as it may be amended from time to time; and other
documents filed, or to be filed, with the SEC. If any of these
risks materialize or Oklo's or AltC's assumptions prove incorrect,
actual results could differ materially from the results implied by
the forward-looking statements. There may be additional risks that
AltC and Oklo do not presently know or that AltC and Oklo 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 such assessments to
change. However, while Oklo and/or 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 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 AltC's 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.
Participants in the Solicitation
AltC, Oklo and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies from AltC's shareholders in connection with the proposed
transaction Special Meeting. In addition, AltC and certain of its
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitation of AltC's shareholders in connection with the Special
Meeting. Information regarding persons such persons who may, under
SEC rules, be deemed participants in the solicitation of AltC's
shareholders in connection with the Special Meeting and the
proposed transaction Special Meeting, is set forth in the Extension
Proxy Statement and the preliminary proxy
statement/prospectus/consent solicitation statement, respectively.
You can find more information about AltC's directors and executive
officers in the Registration Statement, as it may be amended from
time to time. Additional information regarding the participants in
each of the proxy solicitations and a description of their direct
and indirect interests is included in the Extension Proxy Statement
and the preliminary proxy statement/prospectus/consent solicitation
statement, respectively. Shareholders, potential investors and
other interested persons should read the Extension Proxy Statement
and the preliminary proxy statement/prospectus/consent solicitation
statement and any amendments thereto carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a
prospectus, an advertisement or a public offering of the securities
described herein in 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.
Media Contacts
Christina Stenson / Michael Landau
Gladstone Place Partners
(212) 230-5930
Bonita Chester
Oklo Inc.
Director of Communications and Media
media@oklo.com
Investor Contact
Caldwell Bailey / Eduardo Royes
ICR, Inc.
OkloIR@icrinc.com
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SOURCE AltC Acquisition Corp.