NEW
YORK and SANTA CLARA,
Calif., April 25, 2024 /PRNewswire/ -- AltC
Acquisition Corp. ("AltC") (NYSE: ALCC), a special purpose
acquisition company, and Oklo Inc. ("Oklo"), a fast fission clean
power technology and nuclear fuel recycling company, today
announced that a special meeting of AltC stockholders (the "Special
Meeting") to approve the proposed business combination between AltC
and Oklo (the "transaction") has been scheduled for May 7, 2024.
"We are excited to reach this important milestone in Oklo's
journey towards delivering clean, reliable, and affordable power,"
said Jacob DeWitte, Co-Founder and
Chief Executive Officer of Oklo. "I am proud of the team's
accomplishments to date as we work towards deploying our advanced
fission energy solutions."
Since announcing the transaction with AltC, Oklo has maintained
strong business momentum, including major non-binding Letters of
Intent and Memorandums of Understanding (each, a "MOU").
Specifically, Oklo has signed letters of intent with Equinix, Inc.
("Equinix"), the world's digital infrastructure company, and
Diamondback Energy, Inc. ("Diamondback Energy"), the largest
independent producer headquartered in the shale-oil region.
Furthermore, Oklo has formed a significant partnership with Centrus
Energy Corp. ("Centrus"), focusing on collaborative activities for
the development and operation of Oklo's Aurora powerhouses, and in
particular related to fuel supply. In addition, the U.S. Department
of Energy ("DOE") approved the Safety Design Strategy ("SDS") for
the Oklo Aurora Fuel Fabrication Facility, an important step in the
DOE approval process.
AltC stockholders of record as of the close of business on
April 5, 2024, are entitled to vote
at the Special Meeting and will receive by mail a definitive proxy
statement/prospectus/consent solicitation statement (the "Proxy
Statement") in connection with AltC's solicitation for proxies for
the vote by AltC's stockholders to approve the transaction at the
Special Meeting.
The AltC Board of Directors unanimously (of those who voted)
recommends that stockholders vote "FOR" the transaction proposal as
well as for the other proposals that will be set forth in the Proxy
Statement. Every stockholder's vote FOR ALL the proposals that will
be included in the Proxy Statement is important, regardless of the
number of shares held.
The Special Meeting will be conducted via live webcast at
https://www.cstproxy.com/altcacquisitioncorp/2024. To register and
receive access to the virtual meeting, stockholders will need to
follow the instructions applicable to them in the Proxy Statement
once available. AltC stockholders who need assistance voting, have
questions regarding the Special Meeting, or would like to request
documents, may contact AltC's proxy solicitor, Morrow Sodali LLC,
by calling (800) 662-5200 (toll-free) or banks and brokers can call
(203) 658-9400, or by emailing
ALCC.info@investor.morrowsodali.com.
If the necessary proposals at the Special Meeting are approved,
Oklo and AltC anticipate that the transaction will close shortly
after the Special Meeting, subject to the satisfaction of all other
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 ("NYSE") under the ticker symbol
"OKLO."
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."
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.
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 the significant partnership
between Oklo and Centrus, including with respect to collaborative
activities for the development and operation of Oklo's Aurora
powerhouses, and in particular related to fuel supply; letters of
intent with Oklo and Equinix and Diamondback Energy, respectively;
the DOE approval of the SDS for the Oklo Aurora Fuel Fabrication
Facility; and the consummation of the transaction. 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 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. 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, including the risk that the
approval of the stockholders of AltC or Oklo is not obtained the
effects of competition; changes in applicable laws or regulations;
the outcome of any government and regulatory proceedings,
investigations and inquiries; each case, under the heading "Risk
Factors," and other documents filed, or to be filed, with the U.S.
Securities and Exchange Commission (the "SEC") by AltC. If any of
these risks materialize or Oklo's assumptions prove incorrect,
actual results could differ materially from the results implied by
the forward-looking statements relating to Oklo. There may be
additional risks that Oklo does not presently know or that Oklo
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 Oklo's
expectations, plans or forecasts of future events and views as of
the date of this communication. Oklo anticipates that subsequent
events and developments will cause Oklo's assessments to change.
However, while Oklo may elect to update these forward-looking
statements at some point in the future, Oklo specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing 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 and Where to Find It
On July 11, 2023, AltC entered
into an agreement to consummate the transaction. The transaction
will be submitted to stockholders of AltC for their consideration.
AltC has filed a registration statement on Form S-4 (as amended,
and may be further amended from time to time, the "Registration
Statement") with the SEC, which includes a preliminary proxy
statement/prospectus/consent solicitation statement to be
distributed to AltC's stockholders in connection with AltC's
solicitation for proxies for the vote by AltC's stockholders in
connection with the transaction and other matters described in the
Registration Statement, as well as the prospectus/consent
solicitation statement relating to the offer of the securities to
be issued to Oklo's stockholders in connection with the completion
of the transaction. AltC will mail the Proxy Statement, once
available, and other relevant documents to its stockholders as of
the record date established for voting on the transaction. AltC's
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus/consent solicitation
statement and any amendments thereto and, once available, the Proxy
Statement and any amendments thereto, as well as other documents
filed with the SEC by AltC in connection with AltC's solicitation
of proxies for the Special Meeting, as these documents contain and
will contain important information about AltC, Oklo and the
transaction.
Stockholders may obtain a copy of the Registration Statement or,
once available, the Proxy 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.
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 stockholders in connection with the Special
Meeting. Information regarding such persons who may, under SEC
rules, be deemed participants in the solicitation of AltC's
stockholders in connection with the Special Meeting, is set forth
in the Registration Statement.
Information about the directors and executive officers of Oklo
and a description of their direct or indirect interests is set
forth in the sections entitled "Certain Relationships and
Related Party Transactions – Oklo's Related Person
Transactions" and "Interests of Certain Persons in the
Business Combination" included in the Registration
Statement.
Information about the directors and executive officers of AltC,
a description of their direct or indirect interests and their
beneficial ownership of AltC's capital stock is set forth in the
sections entitled "Other Information about AltC – Management,
Directors and Executive Officers," "Certain Relationships
and Related Party Transactions – AltC's Related Person
Transactions," "Interests of Certain Persons in the Business
Combination" and "Beneficial Ownership of Securities"
included in the Proxy Statement. The most recent amendment to the
Registration Statement was filed on April
15, 2024, and is available here.
Stockholders, potential investors and other interested persons
should read the preliminary proxy statement/prospectus/consent
solicitation statement and any amendments thereto and, once
available, the Proxy 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
Felipe Ucrós / 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
View original content to download
multimedia:https://www.prnewswire.com/news-releases/special-meeting-of-altc-acquisition-corp-stockholders-to-approve-business-combination-with-oklo-scheduled-for-may-7-2024-302128175.html
SOURCE AltC Acquisition Corp.