Oklo Inc S-1/A, filed Jun 21, 2021
Oklo Inc. (OKLO)
S-1/A
2021-06-21
View Original
Added on
October 19, 2026
As filed with the U.S. Securities and Exchange Commission on June 21, 2021.
Registration No. 333-254263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
AltC Acquisition Corp.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| |
Delaware
(State or other jurisdiction of
incorporation or organization) |
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6770
(Primary Standard Industrial
Classification Code Number) |
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86-2292473
(I.R.S. Employer
Identification Number) |
|
640 Fifth Avenue, 12th Floor
New York, NY 10019
Telephone: (212) 380-7500
New York, NY 10019
Telephone: (212) 380-7500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jay Taragin
Chief Financial Officer
c/o AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Telephone: (212) 380-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Financial Officer
c/o AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Telephone: (212) 380-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| |
Alexander D. Lynch, Esq.
Barbra J. Broudy, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
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Joel L. Rubinstein, Esq.
Daniel E. Nussen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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|
Title of Each Class of Security
Being Registered |
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Amount Being
Registered |
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Proposed Maximum
Offering Price per Security(1) |
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Proposed Maximum
Aggregate Offering Price(1) |
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Amount of
Registration Fee |
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Class A common stock, $0.0001 par value(2)
|
| | |
46,000,000 Shares
|
| | | | $ | 10.00 | | | | | | $ | 460,000,000 | | | | | | $ | 50,186(3) | | |
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Includes 16,000,000 shares of Class A common stock, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
The Registrant previously paid $125,465.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
AltC Acquisition Corp. is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-254263) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a)
Exhibits. The following exhibits are being filed herewith:
**
Previously filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 21st day of June, 2021.
ALTC ACQUISITION CORP.
By:
/s/ Jay Taragin
Name: Jay Taragin
Title: Chief Financial Officer
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
|
|
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/s/ Michael Klein
Michael Klein
|
| | Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer) | | |
June 21, 2021
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|
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/s/ Jay Taragin
Jay Taragin
|
| | Chief Financial Officer (Principal Accounting Officer and Financial Officer) | | |
June 21, 2021
|
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II-2
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of AltC Acquisition Corp. on Amendment No. 3 to Form S-1, File No. 333-254263, of our report dated March 15, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of AltC Acquisition Corp. as of March 4, 2021 and for the period from February 1, 2021 (inception) through March 4, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
June 21, 2021