Oklo Inc

As filed with the Securities and Exchange Commission on ‎June 20, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington**, D.C. 20549**

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURIT****IES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

3190 Coronado Dr.

Santa Clara, California 95054

(650) 550-0127

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

R. Craig Bealmear

Chief Financial Officer

3190 Coronado Dr.

Santa Clara, California 95054

(650) 550-0127

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546 -5400

Approximate date of commencement of proposed sale to the public: From time to time 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, please 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 under the Securities Exchange Act of 1934:

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.☐

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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 20, 2024

PRELIMINARY PROSPECTUS

‎62,440,080 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 62,440,080 shares of our Class A Common Stock, $0.0001 par value (“Common Stock”) of Oklo Inc. (formerly known as AltC Acquisition Corp.) (the “Company”), consisting of (a) 40,940,778 shares of Common Stock issued to the Selling Holders in exchange for outstanding shares of Legacy Oklo Common Stock (as defined below) in connection with the closing of the Business Combination (as defined herein) (the “Closing”) at an equity consideration value of $10.00 per share by certain of the Selling Holders named in this prospectus; (b) 1,450,000 shares of Common Stock issued to AltC Sponsor LLC (“Sponsor”) that were originally purchased at a price of $10.00 per share in connection with the Company’s Initial Public Offering (the “Company IPO”); (c)12,500,000 shares of Common Stock issued to Sponsor that were originally purchased at a price of $0.0006 per share in connection with the Company’s IPO; and (d) 7,549,302 shares of Common Stock (the “Earnout Shares”), issuable to certain of the Selling Holders upon the satisfaction of certain price targets, which are based upon (A) the closing sale price of one share of Common Stock as quoted on the New York Stock Exchange (“NYSE”) or the exchange on which the shares of Common Stock are then traded, for any twenty trading days within any sixty consecutive trading day period within the five-year period following the Closing or (B) if the Company undergoes a Change in Control (as defined herein), the price per share received by stockholders of the Company in such Change in Control transaction.

We are registering the securities for resale pursuant to the Selling Holders’ registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock being offered for resale in this prospectus (the “Resale Securities”).

We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.

Our Common Stock is listed on the NYSE under the symbol “OKLO.” On June 18, 2024, the closing price of Common Stock was $9.89‎ per share.

The Resale Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of ‎the date of this prospectus. The shares of Common Stock that the Selling Holders can sell into the public markets ‎pursuant to this prospectus is up to 62,440,080 shares of Common Stock, constituting ‎approximately 51.1% of our issued and outstanding shares of Common Stock and approximately 75.3% of our ‎issued and outstanding shares of Common Stock held by non-affiliates. The sale of all the Resale ‎Securities or the perception that these sales could occur, could result in a significant decline in the public trading ‎price of our securities. Even if the current trading price of our common stock is at or significantly below $10.00 per ‎share, the price at which the shares were issued in the Company IPO, certain of the Selling Holders, including Sponsor, may have an incentive to sell because they will still profit on sales due to the lower price at which ‎they purchased their shares compared to the public securityholders. See the section of this prospectus entitled “Risk ‎Factors— Risks Related to Being a Public Company—Resales of our Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well.” ‎

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See “Summary— Emerging Growth Company; Smaller Reporting Company.”

Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see “Risk Factors” beginning on page ‎14‎ of this prospectus.

None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2024