Oklo Provides Update on Recent Form S-1 Filing
June 20 2024 - 4:28PM
Business Wire
Management and AltC sponsor shares remain
subject to long-term lock-up agreements
Oklo Inc. (NYSE: OKLO) (“Oklo” or the “Company”), a fast fission
clean power technology and nuclear fuel recycling company, earlier
today filed a registration statement on Form S-1 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission
(“SEC”).
The Registration Statement was filed as a standard
administrative matter to initiate the process of registering
62,440,080 shares of common stock of the Company (“Common Stock”)
that are currently unregistered for resale. The Registration
Statement was required to be filed within 30 days of close of the
Company’s initial business combination and all unregistered shares
of Common Stock covered by the Registration Statement were
previously detailed in the registration statement on Form S-4 (the
“Form S-4”) initially filed with the SEC on September 27, 2023, in
connection with the Company’s initial business combination. The
Company has not registered any new shares for primary issuance to
the public through the Registration Statement.
The Registration Statement does not create freely tradable
shares today. All shares of Common Stock covered by the
Registration Statement are subject to either contractual lock-up
restrictions or performance vesting requirements, as previously
disclosed in the Form S-4. In particular, the shares of Common
Stock currently held by certain members of Oklo management and AltC
Acquisition Sponsor LLC are subject to long-term lock-up
restriction that expires in several tranches over a three-year
period from the closing of the business combination, subject to
earlier expiration upon the satisfaction of certain conditions
related to the closing price of the Common Stock.
While the Registration Statement has been filed with the SEC, it
has not yet become effective, and the information contained therein
is subject to change.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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, and is developing advanced fuel recycling
technologies in collaboration with the U.S. Department of Energy
and U.S. National Laboratories.
Forward-Looking Statements
This press release includes statements that express Oklo’s
opinions, expectations, objectives, beliefs, plans, intentions,
strategies, assumptions, forecasts or projections regarding future
events or future results and therefore are, or may be deemed to be,
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” or, in each case, their negative or
other variations or comparable terminology, and similar expressions
may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
press release and include statements regarding our intentions,
beliefs or current expectations concerning, among other things, the
timing for effectiveness of the Registration Statement, results of
operations, financial condition, liquidity, prospects, growth,
strategies and the markets in which Oklo operates. Such
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties.
As a result of a number of known and unknown risks and
uncertainties, the actual results or performance of Oklo may be
materially different from those expressed or implied by these
forward-looking statements. The following important risk factors
could affect Oklo’s future results and cause those results or other
outcomes to differ materially from those expressed or implied in
the forward-looking statements: factors affecting the timing and
effectiveness of the registration statement, 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
effects of competition; changes in applicable laws or regulations;
and the outcome of any government and regulatory proceedings and
investigations and inquiries.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties of the other documents filed by Oklo from time to
time with the U.S. Securities and Exchange Commission. The
forward-looking statements contained in this press release and in
any document incorporated by reference are based on current
expectations and beliefs concerning future developments and their
potential effects on Oklo. There can be no assurance that future
developments affecting Oklo will be those that Oklo has
anticipated. Oklo undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240620000077/en/
Media and Investor Contact for Oklo: Bonita Chester,
Director of Communications and Media, at media@oklo.com and
investors@oklo.com
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