OKLO 8-K
Oklo Inc. (OKLO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2024, AltC Acquisition Corp. (“AltC”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, holders of an aggregate of 18,855,198 shares of AltC Class A common stock, par value $0.0001 per share (“Class A common stock”) and 12,500,000 shares of AltC Class B common stock, par value $0.0001 per share (“Class B common stock” and, together with the Class A common stock, “AltC Common Stock”), which represents 72.7% of the shares of AltC Common Stock outstanding and entitled to vote as of April 5, 2024, the record date for the Special Meeting, were represented in person, virtually or by proxy, constituting a quorum for the transaction of business. At the Special Meeting, AltC’s stockholders considered the following proposals (each of which is described in more detail in the final proxy statement/prospectus/consent solicitation statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 26, 2024 (the “Proxy Statement”)):
| 1. | A proposal to approve (a) and adopt that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023 (the “Merger Agreement”), by and among 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”), and the related agreements to which AltC is a party and (b) the merger of Merger Sub with and into Oklo, with Oklo surviving as a wholly-owned subsidiary of AltC (the “Merger”) and the other transactions contemplated by the Merger Agreement and the related agreements to which AltC is a party (the “Transactions”). |
| For | Against | Abstain | Broker Non-Votes |
| 31,349,134 | 560 | 5,504 | N/A |
| 2. | A proposal to approve and adopt the proposed second amended and restated certificate of incorporation (the "second amended and restated certificate of incorporation") of the post-closing company (the "Post-Closing Company") in the form attached to the Proxy Statement as Annex B. |
| For | Against | Abstain | |||
| Class A | Class B | Class A | Class B | Class A | Class B |
| 17,823,167 | 12,500,000 | 1,026,335 | 0 | 5,696 | 0 |
| 3. | A proposal to consider, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with SEC requirements. |
| a. | Governance Proposal 3A: To approve an amendment to AltC’s amended and restated certificate of incorporation to restructure the capitalization of AltC such that (i) each share of Class A common stock, issued and outstanding immediately prior to the date and time that the Merger becomes effective (the “Effective Time”) will remain outstanding as one (1) share of Class A common stock, par value $0.0001 per share (“Post-Closing Company Class A Common Stock”), of the Post-Closing Company, and (ii) each share of Class B common stock, issued and outstanding immediately prior to the Effective Time will be reclassified on a one-for-one basis as one (1) share of Post-Closing Company Class A Common Stock. |
| For | Against | Abstain | Broker Non-Votes |
| 31,346,740 | 1,697 | 6,761 | N/A |
| b. | Governance Proposal 3B: To approve an amendment to AltC’s amended and restated certificate of incorporation to remove (i) the exclusive right of holders of Class B common stock to elect and remove directors of AltC, and instead require the approval by (x) a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote generally on the election of directors, to elect directors of the Post-Closing Company and (y) the affirmative vote of holders of at least a majority in voting power of the outstanding shares of capital stock of the Post-Closing Company entitled to vote generally in the election of directors, voting together as a single class, to remove directors from the Post-Closing Company; and (ii) stockholders’ ability to remove a director without cause. |
| For | Against | Abstain | Broker Non-Votes |
| 29,320,381 | 2,027,339 | 7,478 | N/A |
| c. | Governance Proposal 3C: To approve an amendment to AltC’s amended and restated certificate of incorporation to require the approval of the affirmative vote of holders of at least 66 2/3% in voting power of the outstanding shares of the capital stock of the Post-Closing Company entitled to vote thereon to approve changes to the Post-Closing Company’s bylaws and to amend or repeal any provisions inconsistent with certain sections of the Post-Closing Company’s certificate of incorporation. |
| For | Against | Abstain | Broker Non-Votes |
| 26,175,200 | 5,173,755 | 6,243 | N/A |
| d. | Governance Proposal 3D: To approve an amendment to AltC’s amended and restated certificate of incorporation to remove the requirement that a business combination or similar acquisition of the Post-Closing Company must be approved by at least 66 2/3% in voting power of the outstanding shares of capital stock of the Post-Closing Company entitled to vote thereon. |
| For | Against | Abstain | Broker Non-Votes |
| 31,347,404 | 1,497 | 6,297 | N/A |
| 4. | A proposal to approve and adopt the Oklo Inc. 2024 Equity Incentive Plan in the form attached to the Proxy Statement as Annex F, and the material terms thereof, including the authorization of the initial share reserve thereunder. |
| For | Against | Abstain | Broker Non-Votes |
| 29,171,848 | 2,176,534 | 6,816 | N/A |
| 5. | A proposal to approve and adopt the Oklo Inc. 2024 Employee Stock Purchase Plan in the form attached to the Proxy Statement as Annex G, and the material terms thereof, including the authorization of the initial share reserve thereunder. |
| For | Against | Abstain | Broker Non-Votes |
| 29,376,089 | 1,972,119 | 6,990 | N/A |
| 6. | A proposal to elect seven directors to serve staggered terms on the Post-Closing Company’s board of directors following the consummation of the business combination until immediately following the date of the 2024, 2025 or 2026 annual stockholder meetings, as applicable, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The following is a tabulation of the votes with respect to each director elected at the Special Meeting. |
| Class | Director | For | Withhold | Abstain | Broker Non-Votes |
| I | Lieutenant General (Ret. John Jansen | 31,348,380 | 6,818 | — | N/A |
| I | Michael Klein | 29,350,697 | 2,004,501 | — | N/A |
| II | Sam Altman | 29,378,948 | 1,976,250 | — | N/A |
| II | Caroline Cochran | 31,291,079 | 64,119 | — | N/A |
| II | Richard W. Kinzley | 31,348,366 | 6,832 | — | N/A |
| III | Jacob DeWitte | 31,348,292 | 6,906 | — | N/A |
| III | Chris Wright | 31,349,215 | 5,983 | — | N/A |
| 7. | A proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange’s (the “NYSE”) Listed Company Manual, the issuance of shares of Post-Closing Company Class A Common Stock, including the approval of (a) the issuance of more than 20% of AltC’s issued and outstanding shares of common stock in connection with the business combination and (b) the issuance of shares of AltC Class A common stock (i) to one or more Related Parties (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions and (ii) in connection with the acquisition of a company in which a Related Party may have a 5% or greater interest in or in the consideration to be paid in connection with such acquisition. |
| For | Against | Abstain | Broker Non-Votes |
| 31,345,644 | 2,017 | 7,537 | N/A |
Because the proposal to approve the Merger Agreement and the transactions contemplated thereby was approved, the proposal to adjourn the Special Meeting to a later date or dates, if necessary, was not presented at the Special Meeting.
| Item 7.01. | Regulation FD Disclosure. |
On May 7, 2024, AltC and Oklo issued a joint press release announcing the results of the Special Meeting and the Redemptions (as defined below). A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
The information disclosed under Item 5.07 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
Redemptions
In connection with the shareholder vote on the proposal to approve the Transactions at the Special Meeting, holders of 710 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.50 per share, for a total aggregate redemption amount of approximately $7,457.80 (the “Redemptions”). As a result, approximately $7,457.80 will be removed from AltC’s trust account (the “Trust Account”) to redeem such shares, and 43,099,811 shares of AltC Common Stock will remain outstanding, after giving effect to the Redemptions. Upon payment of the Redemptions, approximately $306 million will remain in the Trust Account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 99.1 | Joint Press Release, dated May 7, 2024, issued by AltC Acquisition Corp. and Oklo Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| AltC Acquisition Corp. | ||
| Date: May 7, 2024 | ||
| By: | /s/ Jay Taragin | |
| Name: Jay Taragin | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
AltC Acquisition Corp. Stockholders Approve Business Combination with Oklo
Sam Altman to serve as chairman of newly appointed board of directors for Oklo
AltC to deliver $306 million of gross proceeds to accelerate Oklo’s business plan
Business combination expected to close May 9, 2024
NEW YORK – May 7, 2024 — AltC Acquisition Corp. (“AltC”) (NYSE: ALCC), a special purpose acquisition company, is pleased to announce that in a special meeting held today, AltC stockholders voted to approve the business combination between AltC and Oklo Inc. (“Oklo”), a fast fission clean power technology and nuclear fuel recycling company. Almost 100% of the votes cast at the meeting, representing approximately 72.7% of AltC’s outstanding shares, voted to approve the business combination (the “Transaction”).
AltC stockholders also voted to elect seven directors to the post-closing board of directors, comprised of proven industry leaders with deep operational, technical, and financial expertise, as well as strong networks across important end-markets to Oklo:
| · | Sam Altman (chairman) – current chairman of Oklo and chief executive officer of AltC |
| · | Michael Klein – current chairman of AltC |
| · | Jacob DeWitte – co-founder and chief executive officer of Oklo |
| · | Caroline Cochran – co-founder and chief operating officer of Oklo |
| · | Lieutenant General (Ret.) John Jansen – United States Marine Corps |
| · | Richard Kinzley – retired chief financial officer of Black Hills Corporation (NYSE: BKH) |
| · | Chris Wright – current chief executive officer of Liberty Energy Inc. (NYSE: LBRT) |
The strong support from AltC’s stockholders will result in Oklo receiving $306 million of gross proceeds (the “AltC proceeds”) upon closing of the Transaction, representing almost 100% of the AltC cash in trust prior to the redemption deadline.
Upon closing of the Transaction, Oklo will have a strong balance sheet through the combination of the AltC proceeds and a recent $25 million customer prepayment. Oklo stands well positioned to execute its mission to provide clean, reliable, affordable energy on a global scale through the design and deployment of next-generation fast reactor technology. Oklo has received strong customer interest in its Aurora powerhouse offering and has been purpose-built to meet the rapidly expanding electric power needs of the artificial intelligence, data center, energy, defense, and industrial markets, among others.
The completion of the Transaction is expected to occur on May 9, 2024, subject to the satisfaction of applicable closing conditions. Upon closing of the Transaction, the combined company will be named Oklo Inc., and it is anticipated that shares of its class A common stock will begin trading on the New York Stock Exchange (“NYSE”) with the ticker "OKLO” on May 10, 2024.
About AltC Acquisition Corp.
AltC 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.
About Oklo Inc.
Oklo 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, and is developing advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and U.S. national laboratories.
On July 11, 2023, Oklo and AltC announced that they have entered into a definitive business combination agreement that upon closing would result in the combined company to be listed on NYSE under the ticker symbol “OKLO.”
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. These forward-looking statements include, but are not limited to, statements regarding a recent $25 million customer prepayment, expectations and timing related to execution of Oklo’s mission to provide clean, reliable, affordable energy on a global scale through the design and deployment of next-generation fast reactor technology the consummation of the Transaction, the expectations related to the terms and timing of the Transaction, and Oklo and AltC’s ability to complete the Transaction on the terms and timeline set forth in this release or at all. 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 AltC’s and Oklo’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 AltC and Oklo. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Oklo that may cause our 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; 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 Transaction; the effects of competition; changes in applicable laws or regulations; and the outcome of any government and regulatory proceedings, investigations and inquiries. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements. There may be additional risks that we do not presently know or that we currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this communication. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, AltC and Oklo specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing AltC’s and Oklo’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional information concerning certain of these risk factors is contained in AltC’s most recent filings with the U.S. Securities and Exchange Commission, including under the section entitled “Risk Factors” in the definitive proxy statement/prospectus/consent solicitation statement filed in connection with the Transaction.
Media Contacts
Felipe Ucrós / Michael Landau
Gladstone Place Partners
(212) 230-5930
Bonita Chester
Oklo Inc.
Director of Communications and Media
[email protected]
Investor Contact
Sam Doane
Oklo Inc.
Director of Investor Relations
[email protected]
Caldwell Bailey / Eduardo Royes
ICR, Inc.
[email protected]