Oklo Inc.

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results:

Percentage changes that are considered not meaningful are denoted with “NM.”

Research and Development

The following table sets forth R&D expenses:

R&D expenses increased by $4.2 million, or 114.4% for the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $1.7 million in total payroll and employee benefits of research and development personnel attributable to an increase in the headcount of R&D personnel of approximately 61.4% and an increase in salary over the prior period, an increase of $0.6 million in stock-based compensation expenses, an increase of $0.9 million in professional services, and an increase of $1.0 million in other expenses.

General and Administrative

The following table sets forth G&A expenses:

G&A expenses increased by $6.3 million, or 170.3% for three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $2.0 million in payroll and employee benefits of general corporate personnel attributable to an increase in the headcount of G&A personnel of approximately 57.1% and average salary over the prior period, an increase of $1.1 million in stock-based compensation expenses, an increase of $1.5 million in professional services primarily due to an increase in legal and other professional fees, and an increase of $1.7 million related to travel, entertainment, and other expenses.

Other Income (Loss)

The following table sets forth other income (loss):

The change in fair value of SAFEs was a result of the SAFEs being converted into common stock upon the completion of the Recapitalization on May 9, 2024 where all SAFE's were converted and none were outstanding as of the end of the reporting period. Interest and dividend income increased by $3.5 million for the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily due to an increase in interest and dividend income related to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period.

Income Taxes

For the three months ended March 31, 2025, we recorded a deferred income tax benefit of 4.7 million related to acquired deferred tax liabilities in connection with our acquisition during the period and change in valuation allowance as of period-end that was offset by current income tax expense.

Critical Accounting Estimates

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 provides a more complete discussion of our critical accounting policies and estimates, together with the following additional critical accounting estimate:

Determination of fair value for the acquisition of a business

The determination of fair value for the acquisition of a business in business combination requires the allocation of the purchase price to the various assets acquired and liabilities assumed at their respective fair values. The determination of fair value requires the use of significant estimates and assumptions, and in making these determinations, management uses all available information. If necessary, we have up to one year after the acquisition closing date to finalize these fair value determinations under the applicable U.S. GAAP. For tangible and identifiable intangible assets acquired in a business combination, the determination of fair value utilizes several valuation methodologies including discounted cash flows which has assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. The assumptions made in performing these valuations include, but are not limited to, discount rates, future revenues and operating costs, projections of capital costs, and other assumptions believed to be consistent with those used by principal market participants. Due to the specialized nature of these calculations, we engage third-party specialists to assist management in evaluating our assumptions as well as appropriately measuring the fair value of assets acquired and liabilities assumed.

Emerging Growth Company Status

The Company is classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We could retain EGC status until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer qualify for EGC status as of the following December 31.

Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

There has been no adoption of any new accounting pronouncements.