UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 5, 2023
ALTC ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-40583 |
86-2292473 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
640 Fifth Avenue, 12th Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
(212) 380-7500
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
x Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Shares of Class A common stock, par value $0.0001 per share |
|
ALCC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the special meeting of the stockholders of
AltC Acquisition Corp. (the “Company”) held on October 5, 2023 (the “Special Meeting”), a total of
49,463,254 (77.35%) of the Company’s issued and outstanding common stock, which consists of all Class A and Class B common
stock held of record at the close of business on September 1, 2023, the record date for the Special Meeting, were represented in
person online or by proxy, which constituted a quorum.
The stockholders of the Company (the “Stockholders”)
voted on the proposal to adopt an amendment (the “Extension Amendment Proposal”), which is described in more detail in the
definitive proxy statement of the Company filed with the Securities and Exchange Commission on September 14, 2023 (the “Proxy Statement”),
to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business
combination (the “Extension”) from October 12, 2023 to July 12, 2024 (or such earlier date as determined by the Company’s
board of directors) (the “Charter Amendment”).
The final voting results for the Extension Amendment Proposal were
as follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 49,258,435 | |
22,326 | |
182,493 | |
N/A |
As there were sufficient votes to approve the Extension
Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.
The Extension will not be effective until the Charter
Amendment has been filed with the Secretary of State of the State of Delaware. The board of directors of the Company retains the right
to abandon and not implement the Extension at any time without any further action by the Stockholders.
Item 8.01. Other Events.
On October 5, 2023, the Company issued a press
release announcing that (i) the Stockholders have approved the Extension Amendment Proposal and (ii) the Company has determined to extend
the time redeeming Stockholders have to reverse their redemption elections from 5:00 p.m. on October 3, 2023 until 5:00 p.m., Eastern Time, on October
11, 2023.
The press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 5, 2023
| |
ALTC ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Jay Taragin |
| |
Name: |
Jay Taragin |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
AltC Acquisition Corp. Announces Stockholder Approval of Extension
Amendment Proposal at Special Meeting and Extends the Redemption Reversal Deadline
In Excess of $300 Million Will Remain in AltC’s Trust
Account after Stockholder Redemptions
Deadline for Redemption Reversals is Extended to 5:00 p.m. Eastern
Time on October 11, 2023
NEW YORK, NY (October 5, 2023) – AltC Acquisition Corp.
(NYSE: ALCC) (“AltC”), a publicly-traded special purpose acquisition company, today announced that in a special meeting
of AltC’s stockholders held today at 11:00 a.m. Eastern Time, its stockholders voted to approve a proposal to extend the date by
which AltC may consummate a business combination from October 12, 2023, to July 12, 2024.
AltC will have in excess of $300 million remaining in its trust
account (the “Trust Account”) after taking into account redemptions by AltC stockholders. In order to allow AltC stockholders
an opportunity to reverse redemption elections (an “Election Reversal”), AltC has determined to extend the deadline
to do so until 5:00 p.m. Eastern Time, on October 11, 2023. To effectuate an Election Reversal, stockholders must submit a written
request to AltC’s transfer agent, Continental Stock & Transfer Company. If shares are held in street name, stockholders will
need to instruct their bank or broker to request the Election Reversal from the transfer agent.
As announced on July 11, 2023, AltC has entered into a definitive
agreement to enter into a business combination (the “proposed transaction”) with Oklo Inc. (“Oklo”),
an advanced fission technology and nuclear fuel recycling company. 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 proposed 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 U.S. Securities
and Exchange Commission (“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 and Where to Find It
On July 11, 2023, AltC entered
into an agreement to consummate the proposed transaction with Oklo. The proposed transaction will be submitted to shareholders of
AltC for their consideration. AltC filed a registration statement on Form S-4 (the “Registration Statement”) with
the SEC on September 27, 2023, 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, the Company and the proposed
transaction. Shareholders may obtain a copy of 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.
Shareholders may obtain a copy of 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 amount of cash in
the Trust Account after stockholder redemptions, if any, redemption reversals by AltC's shareholders, 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 the risk that there are significant redemptions by AltC's shareholders; the risk that no shareholders who previously exercised their redemption
rights reverse their decisions; 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; 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.
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.
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. 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 Special Meeting, is set forth in the preliminary proxy statement/prospectus/consent solicitation statement. 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 the proxy solicitation
and a description of their direct and indirect interests is included in the preliminary proxy statement/prospectus/consent solicitation
statement. Shareholders, potential investors and other interested persons should read 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.
Election Reversal Contact:
Attn: SPAC REDEMPTIONS
E-mail: spacredemptions@continentalstock.com
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
AltC Acquisition (NYSE:ALCC)
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