Oklo Inc. entered into a definitive agreement to acquire AltC Acquisition Corp. (NYSE:ALCC) from AltC Sponsor LLC and others for $1.1 billion in a reverse merger transaction on July 11, 2023. 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. 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.?

The transaction is subject to approval by AltC shareholders, Oklo shareholders, AltC having available cash at closing of at least $250 million, AltC having at least $5,000,001 of net tangible assets as of the Closing, shares of AltC?s Class A Common Stock being listed on the New York Stock Exchange or other stock exchange mutually agreed between AltC and Oklo, and other customary closing conditions, including AltC?s Registration Statement being declared effective by the Securities and Exchange Commission and the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1975. The transaction was unanimously approved by the Boards of Directors of Oklo and AltC. The transaction is expected to close in late 2023 or early 2024.

Guggenheim Securities, LLC served as financial advisor to Oklo. Ocean Tomo, a part of J.S. Held, served as financial and technical advisor and fairness opinion provider to AltC. Citigroup Global Markets Inc., served as capital markets advisor to AltC. David D. Gammell, Andrew Luh, Keith J. Scherer of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal counsel to Oklo. Michael J. Aiello, Matthew J. Gilroy, Amanda Fenster, Annemargaret Connolly, Barbra J. Broudy, Dennis F. Adams III, Devon Bodoh, Joe Pari, John O'Loughlin, Olivia J. Greer, Regina Readling and Timothy C. Welch Damian Petrovic, Michael C. Naughton, Rebecca Sivitz of Weil, Gotshal & Manges LLP served as legal counsels 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. AltC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of up to $30,000. Continental Stock Transfer & Trust Company is the transfer agent for shares of AltC.