Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-280344
Prospectus Supplement No. 3
(To Prospectus dated September 18, 2024)
OKLO INC.
This prospectus supplement updates, amends and
supplements the prospectus dated September 18, 2024 (the “Prospectus”), which forms a part of our Registration Statement on
Form S-1, as amended (Registration No. 333-280344). Capitalized terms used in this prospectus supplement and not otherwise defined herein
have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update,
amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed
with the Securities and Exchange Commission on November 12, 2024, which is set forth below.
This prospectus supplement is not complete without
the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or
supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Oklo Inc.’s Class A Common Stock is quoted
on the New York Stock Exchange under the symbol “OKLO.” On November 12, 2024, the closing price of our Class A Common Stock
was $22.59.
WE ARE AN “EMERGING GROWTH COMPANY”
UNDER FEDERAL SECURITIES LAWS AND ARE SUBJECT TO REDUCED PUBLIC REPORTING REQUIREMENTS. INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS.
SEE “RISK FACTORS” BEGINNING ON PAGE 14 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November
12, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 12, 2024
Oklo
Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40583 |
|
86-2292473 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3190 Coronado Dr. Santa Clara, CA |
|
95054 |
(Address of principal executive offices) |
|
(Zip Code) |
(650)
550-0127
(Registrant’s telephone
number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Class
A Common Stock, par value $0.0001 per share |
|
OKLO |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Item 8.01. Other Events.
Pursuant to the Agreement and Plan of Merger
and Reorganization, dated July 11, 2023 (the “Merger Agreement”), by and among Oklo Inc. (the “Company”) (formerly
known as AltC Acquisition Corp.), AltC Merger Sub, Inc. and Oklo Technologies, Inc. (formerly known as Oklo Inc., “Legacy Oklo”),
Triggering Event I and Triggering Event II (each as defined in the Merger Agreement, and together, the “First and Second Earnout
Triggers”) occurred as of market close on November 12, 2024 (the “Determination Date”), and the Company has agreed
to issue an aggregate of approximately 12,500,000 shares (“Earn Out Shares”) of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), less applicable withholding, to Eligible Holders (as defined in the Merger
Agreement) within five business days of the Determination Date. The First and Second Earnout Triggers occurred by virtue of the closing
price of the Common Stock equaling or exceeding each of the applicable thresholds set forth in the Merger Agreement for 20 trading days
within a period of 60 consecutive trading days ending on the Determination Date. As a result of the satisfaction of the First and Second
Earnout Triggers, the Eligible Holders will receive their pro rata portion of the Earn Out Shares.
Jacob DeWitte, Co-Founder, Chief Executive
Officer and Director, and Caroline Cochran, Co-Founder, Chief Operating Officer and Director, previously entered into letter agreements
with the Company pursuant to which they forfeited, for no consideration, any and all right, title or interest to receive 150,000 and
150,000 Earn Out Shares, respectively, as a result of the occurrence of Triggering Event I. The Company expects to issue an equivalent
number of restricted stock units to certain employees of the Company pursuant to its 2024 Equity Incentive Plan, the terms and conditions
of which have not yet been determined.
Pursuant to
the Letter Agreement, dated July 11, 2023 (the “Sponsor Agreement”), by and among the Company, Legacy Oklo, AltC Sponsor LLC
(the “Sponsor”) and the Insiders (as defined in the Sponsor Agreement), the Second Vesting Price and the Third Vesting Price
(each as defined in the Sponsor Agreement, and together, the “Second and Third Sponsor Vesting Triggers”) were achieved on
the Determination Date, by virtue of the closing price of the Common Stock equaling or exceeding each of the applicable thresholds set
forth in the Sponsor Agreement for 20 trading days within a period of 60 consecutive trading days ending on the Determination Date. As
a result of the satisfaction of the Second and Third Sponsor Vesting Triggers, 37.5% of the Vesting Founder Shares (as described in the
Sponsor Agreement) vested on the Determination Date. Furthermore, pursuant to the Sponsor Agreement, the 12 Month Lock-Up Period and the
24 Month Lock-Up Period (each as defined in the Sponsor Agreement, and together, the “First and Second Sponsor Lock-Up Triggers”)
were achieved on the Determination Date, by virtue of the closing price of the Common Stock equaling or exceeding each of the applicable
thresholds set forth in the Sponsor Agreement for 20 trading days within a period of 60 consecutive trading days ending on the Determination
Date. As a result of the satisfaction of the First and Second Sponsor Lock-Up Triggers, the lock-up restrictions on 70% of the Founder
Shares (as defined in the Sponsor Agreement) and 70% of the Private Placement Shares (as defined in the Sponsor Agreement) expired on
the Determination Date.
Additionally, pursuant to the Amended and Restated Registration Rights
Agreement, dated May 9, 2024 (the “Registration Rights Agreement”), by and among the Company, the Sponsor and the Company
Shareholders (as defined in the Registration Rights Agreement), the Insider Lock-up Period (as defined in the Registration Rights Agreement)
expired with respect to 70% of the Lock-Up Shares (as defined in the Registration Rights Agreement) held by Insiders (as defined in the
Registration Rights Agreement) on the Determination Date, by virtue of the closing price of the Common Stock equaling or exceeding each
of the applicable thresholds set forth in the Registration Rights Agreement for 20 trading days within a period of 60 consecutive trading
days ending on the Determination Date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Oklo Inc. |
|
|
|
Date: November 12, 2024 |
By: |
/s/ R. Craig Bealmear |
|
Name: |
R. Craig Bealmear |
|
Title: |
Chief Financial Officer |
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