Oklo Inc.
For the period ended Dec 31, 2024. Filed Mar 24, 2025.
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FY2024 · Filed Mar 24, 2025
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Item 9B. Other Information
During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.
Immaterial Correction of Interim Condensed Consolidated Financial Statements
During the fiscal quarter ended June 30, 2024, we entered into a Business Combination with AltC. Pursuant to the Merger Agreement, the following transactions were consummated:
immediately before the Closing the SAFEs converted to Class A common stock, and
in connection with the Closing, certain Legacy Oklo equity holders (i.e., the Earnout Shares) and certain Sponsor shares unvested and became subject to vesting condition (i.e., the Founder Shares) based on certain triggering events with the fair value recognized as a deemed dividend at the measurement date (collectively the Earnout Shares and the Founder Shares were previously presented as a “deemed dividend - earnout and founder shares” on the condensed consolidated statements of operations).
In preparing our 2024 annual consolidated financial statements, we identified additional information regarding the fair value calculation of the SAFEs upon the consummation of the reverse recapitalization in connection with the Business Combination. The additional information obtained led management to reevaluate the change in fair value of the SAFEs previously recorded in prior interim periods, and determine that such change in fair value should have been $2,055,662 less than previously reported. As a result, we have recorded a decrease of $2,055,662 in the change in fair value during the period from amounts previously reported. Further, we determined the tabular presentation of the deemed dividend for the Earnout and Founder Shares, and related impact to net loss attributable to common stockholders and loss per share on our interim statements of operations was not appropriate. As a result of these matters, we plan to prospectively correct the condensed consolidated financial statements and related footnotes as of and for the periods ended June 30, 2024 and September 30, 2024 (the “quarterly financial statements”) for these items in future filings.
Management evaluated the above misstatements and concluded they were not material to our quarterly financial statements, individually or in the aggregate; however, we plan to correct our quarterly financial statements for the interim periods of 2024 as presented below.
The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the three and six months ended June 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending June 30, 2025:
Condensed Consolidated Balance Sheet (unaudited)
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Additional paid-in capital | $383,737,617 | $(2,055,662) | $381,681,955 |
| Accumulated deficit | (114,861,513) | 2,055,662 | (112,805,851) |
Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended June 30, 2024 · Six Months Ended June 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| As Previously Reported | Adjustment | As Corrected | As Previously Reported | Adjustment | AsCorrected | |
| Statement of operations [increase (decrease)]: | ||||||
| Change in fair value of simple agreements for future equity | $(13,126,959) | $2,055,662 | $(11,071,297) | $(29,919,959) | $2,055,662 | $(27,864,297) |
| Total other loss | (11,411,385) | 2,055,662 | (9,355,723) | (28,063,082) | 2,055,662 | (26,007,420) |
| Loss before income taxes | (29,182,363) | 2,055,662 | (27,126,701) | (53,204,448) | 2,055,662 | (51,148,786) |
| Net loss | (29,345,984) | 2,055,662 | (27,290,322) | (53,368,069) | 2,055,662 | (51,312,407) |
| Deemed dividend - earnout and founder shares | (487,934,600) | 487,934,600 | — | (487,934,600) | 487,934,600 | — |
| Net loss attributable to common stockholders | (517,280,584) | 517,280,584 | — | (541,302,669) | 541,302,669 | — |
| Net loss per share: | ||||||
| Basic and diluted - Class A common stock | (0.29) | 0.02 | (0.27) | (0.63) | 0.02 | (0.61) |
| Net loss per share attributable to common stockholders: | ||||||
| Basic and diluted - Class A common stock | (5.17) | 5.17 | — | (6.36) | 6.36 | — |
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| As Previously Reported | Adjustment | As Corrected | As Previously Reported | Adjustment | As Corrected | |
| Net loss | $(29,345,984) | $2,055,662 | $(27,290,322) | $(53,368,069) | $2,055,662 | $(51,312,407) |
| Total comprehensive loss | (28,927,965) | 2,055,662 | (26,872,303) | (52,950,050) | 2,055,662 | (50,894,388) |
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
| Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | |
|---|---|---|---|
| As Previously Reported | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | $86,193,118 | $— | $86,193,959 |
| Net loss | — | (53,368,069) | (53,368,069) |
| Balance as of June 30, 2024 | 383,737,617 | (114,861,513) | 269,306,333 |
| Adjustment | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | (2,055,662) | — | (2,055,662) |
| Net loss | — | 2,055,662 | 2,055,662 |
| As Corrected | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | 84,137,456 | — | 84,138,297 |
| Net loss | — | (51,312,407) | (51,312,407) |
| Balance as of June 30, 2024 | 381,681,955 | (112,805,851) | 269,306,333 |
Condensed Consolidated Statement of Cash Flows (unaudited)
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Net loss | $(53,368,069) | $2,055,662 | $(51,312,407) |
| Change in fair value of simple agreements for future equity | 29,919,959 | (2,055,662) | 27,864,297 |
| Reclassification of simple agreements for future equity in connection with Business Combination | 86,193,959 | (2,055,662) | 84,138,297 |
Condensed Consolidated Balance Sheet (unaudited)
The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the nine months ended September 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending September 30, 2025:
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Additional paid-in capital | $385,363,981 | $(2,055,662) | $383,308,319 |
| Accumulated deficit | (124,820,677) | 2,055,662 | (122,765,015) |
Condensed Consolidated Statement of Operations (unaudited)
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Statement of operations [increase (decrease)]: | |||
| Change in fair value of simple agreements for future equity | $(29,919,959) | $2,055,662 | $(27,864,297) |
| Total other loss | (25,516,196) | 2,055,662 | (23,460,534) |
| Loss before income taxes | (62,938,649) | 2,055,662 | (60,882,987) |
| Net loss | (63,327,233) | 2,055,662 | (61,271,571) |
| Deemed dividend - earnout and founder shares | (487,934,600) | 487,934,600 | — |
| Net loss attributable to common stockholders | (551,261,833) | 551,261,833 | — |
| Net loss per share: | |||
| Basic and diluted - Class A common stock | (0.65) | 0.02 | (0.63) |
| Net loss per share attributable to common stockholders: | |||
| Basic and diluted - Class A common stock | (5.65) | 5.65 | — |
Condensed Consolidated Statement of Comprehensive Loss (unaudited)
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Net loss | $(63,327,233) | $2,055,662 | $(61,271,571) |
| Total comprehensive loss | (60,606,146) | 2,055,662 | (58,550,484) |
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
| Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | |
|---|---|---|---|
| As Previously Reported | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | $86,193,118 | $— | $86,193,959 |
| Net loss | — | (63,327,233) | (63,327,233) |
| Balance as of September 30, 2024 | 385,363,981 | (124,820,677) | 263,276,601 |
| Adjustment | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | (2,055,662) | — | (2,055,662) |
| Net loss | — | 2,055,662 | 2,055,662 |
| As Corrected | |||
| Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination | 84,137,456 | — | 84,138,297 |
| Net loss | — | (61,271,571) | (61,271,571) |
| Balance as of September 30, 2024 | 383,308,319 | (122,765,015) | 263,276,601 |
Condensed Consolidated Statement of Cash Flows (unaudited)
| As Previously Reported | Adjustment | As Corrected | |
|---|---|---|---|
| Net loss | $(63,327,233) | $2,055,662 | $(61,271,571) |
| Change in fair value of simple agreements for future equity | 29,919,959 | (2,055,662) | 27,864,297 |
| Reclassification of simple agreements for future equity in connection with Business Combination | 86,193,959 | (2,055,662) | 84,138,297 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.