In Excess of $300
Million Will Remain in AltC's Trust Account after
Stockholder Redemptions
Deadline for Redemption Reversals is Extended
to 5:00 p.m. Eastern Time on
October 11, 2023
NEW
YORK, Oct. 5, 2023 /PRNewswire/ -- AltC
Acquisition Corp. (NYSE: ALCC) ("AltC"), a publicly-traded special
purpose acquisition company, today announced that in a special
meeting of AltC's stockholders held today at 11:00 a.m. Eastern Time, its stockholders voted
to approve a proposal to extend the date by which AltC may
consummate a business combination from October 12, 2023, to July
12, 2024.
AltC will have in excess of $300
million remaining in its trust account (the "Trust Account")
after taking into account redemptions by AltC stockholders. In
order to allow AltC stockholders an opportunity to reverse
redemption elections (an "Election Reversal"), AltC has determined
to extend the deadline to do so until 5:00
p.m. Eastern Time, on October
11, 2023. To effectuate an Election Reversal,
stockholders must submit a written request to AltC's transfer
agent, Continental Stock & Transfer Company. If shares are held
in street name, stockholders will need to instruct their bank or
broker to request the Election Reversal from the transfer
agent.
As announced on July 11, 2023,
AltC has entered into a definitive agreement to enter into a
business combination (the "proposed transaction") with Oklo Inc.
("Oklo"), an advanced fission technology and nuclear fuel recycling
company. Upon closing, this transaction will result in Oklo being
the first publicly traded advanced fission company focused on
selling clean, reliable energy directly to customers and nuclear
fuel recycling services to the U.S. market.
Since announcing the proposed transaction with AltC, Oklo has
announced its tentative selection as the contractor awardee to
provide power and heat to the Eielson Air Force Base in
Alaska and the signing of a new
Memorandum of Understanding with Centrus Energy Corp. ("Centrus").
Under this new Memorandum of Understanding, Oklo and Centrus intend
to enter into definitive agreements on a broad scope of
collaboration activities supporting the development and operation
of Oklo's Aurora powerhouses, including collaboration related to
supply of HALEU and Centrus' purchase of power from Oklo to power
its HALEU Production Facility. Additionally, Oklo appointed
Craig Bealmear, an experienced
public energy company executive, as CFO.
The proposed transaction is currently expected to close in late
2023 or early 2024 and is subject to approval by AltC shareholders,
the Registration Statement being declared effective by the U.S.
Securities and Exchange Commission ("SEC"), and other customary
closing conditions. Upon completion of the transaction, the
combined company will operate as Oklo and is expected to be listed
on the New York Stock Exchange under the ticker "OKLO."
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 ("NRC"), and is developing advanced fuel
recycling technologies in collaboration with the U.S. Department of
Energy and U.S. national laboratories.
About AltC Acquisition Corp.
AltC Acquisition Corp. was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Additional Information and Where to Find It
On July 11, 2023, AltC entered
into an agreement to consummate the proposed transaction with Oklo.
The proposed transaction will be submitted to shareholders of AltC
for their consideration. AltC filed a registration statement on
Form S-4 (the "Registration Statement") with the SEC on
September 27, 2023, which includes a
preliminary proxy statement/prospectus/consent solicitation
statement to be distributed to AltC's shareholders in connection
with AltC's solicitation for proxies for the vote by AltC's
shareholders in connection with the proposed transaction and other
matters described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
Oklo's shareholders in connection with the completion of the
proposed transaction. After the Registration Statement has been
declared effective, AltC will mail a definitive proxy
statement/prospectus/consent solicitation statement and other
relevant documents to its shareholders as of the record date
established for voting on the proposed transaction. AltC's
shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus/consent solicitation
statement and any amendments thereto and, once available, the
definitive proxy statement/prospectus/consent solicitation
statement, in connection with AltC's solicitation of proxies for
its special meeting of shareholders to be held to approve, among
other things, the proposed transaction, as well as other documents
filed with the SEC by AltC in connection with the proposed
transaction (the "proposed transaction Special Meeting"), as these
documents contain and will contain important information about
AltC, the Company and the proposed transaction. Shareholders may
obtain a copy of the preliminary proxy statement/prospectus/consent
solicitation statement and, once available, the definitive proxy
statement/prospectus/consent solicitation statement, as well as
other documents filed by AltC with the SEC, without charge, at the
SEC's website located at www.sec.gov or by directing a written
request to AltC Acquisition Corp., 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Shareholders may obtain a copy of the preliminary proxy
statement/prospectus/consent solicitation statement and, once
available, the definitive proxy statement/prospectus/consent
solicitation statement, as well as other documents filed by AltC
with the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a written request to AltC Acquisition
Corp., 640 Fifth Avenue, 12th Floor, New
York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "goal," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target,"
"continue," "could," "may," "might," "possible," "potential,"
"predict" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. We have based these forward looking statements on our
current expectations and projections about future events. These
forward-looking statements include, but are not limited to,
statements regarding, the amount of cash in the Trust Account after
stockholder redemptions, if any, redemption reversals by AltC's
shareholders, the proposed transaction between AltC and Oklo,
including with respect to the timing of its closing and the listing
of the combined company's shares on the New York Stock Exchange,
the amount of redemptions by AltC's shareholders, the amount of
cash and cash equivalents held by the combined company after
closing, the competitive environment in which Oklo will operate
following the proposed transaction, the belief that Oklo will be
the first publicly traded advanced fission company focused on
selling reliable, commercial-scale energy directly to customers and
nuclear fuel recycling services to the U.S. market, the operations
of the combined company, expectations for the collaborative
programs memorialized in the Memorandum of Understanding between
Centrus and Oklo, including with respect to the supply of HALEU to
Oklo and any of the other components of the collaboration, Centrus'
purchase of electricity from Oklo, the deployment and capabilities
of Oklo's powerhouses in southern Ohio, and statements regarding the U.S. Air
Force's pilot micro-reactor program and Oklo's potential selection
for such program. These forward-looking statements are based on
information available to us as of the date of this communication
and represent management's current views and assumptions.
Forward-looking statements are not guarantees of future
performance, events or results and involve known and unknown risks,
uncertainties and other factors, which may be beyond our
control.
These statements are based on various assumptions, whether or
not identified in this communication, and on the current
expectations of Oklo's and, in certain cases, AltC's management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Oklo and AltC. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions
about Oklo, AltC or the proposed transaction that may cause actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties, include
the risk that there are significant redemptions by AltC's
shareholders; the risk that no shareholders who previously
exercised their redemption rights reverse their decisions; risks
related to the deployment of Oklo's powerhouses, including those
that affect the success of each of the potential deployments at
Eielson Air Force Base and with Centrus; the risks that Centrus is
the future is unable or unwilling to proceed with the collaboration
programs discussed herein; the risk that Oklo and Centrus do not
ever enter into any definitive agreements relating to the purchase
and sale of electricity or for any of the other related activities
noted in this communication; risks relating to Oklo's final
selection for the U.S Air Force's pilot program herein; risks
relating to the safety and licensing of Oklo's technology; the
risks that the United States Department of Defense or the United
States Air Force in the future is unable or unwilling to proceed
with the pilot program; the risk that Oklo and the Defense
Logistics Agency Energy do not ever enter into any definitive
agreements relating to the purchase and sale of electricity or heat
for the activities discussed herein; 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 inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed transaction or that the approval of the shareholders
of AltC or Oklo is not obtained; the outcome of any legal
proceedings that may be instituted against Oklo's or AltC following
announcement of the proposed transaction; failure to realize the
anticipated benefits of the proposed transaction; risks relating to
the uncertainty of the projected financial information with respect
to Oklo; the amount of actual transaction expenses incurred by AltC
and Oklo; the effects of competition; changes in applicable laws or
regulations; the outcome of any government and regulatory
proceedings, investigations and inquiries; the impact of the global
COVID-19 pandemic on Oklo, AltC, the combined company's projected
results of operations, financial performance or other financial
metrics, or on any of the foregoing risks; and the risks noted
under the heading "Risk Factors" in the Registration Statement
filed by AltC on September 27, 2023,
as it may be amended from time to time; and other documents filed,
or to be filed, with the SEC. If any of these risks materialize or
Oklo's or AltC's assumptions prove incorrect, actual results could
differ materially from the results implied by the forward-looking
statements. There may be additional risks that AltC and Oklo do not
presently know or that AltC and Oklo currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Oklo's and AltC's expectations,
plans or forecasts of future events and views as of the date of
this communication. Oklo and AltC anticipate that subsequent events
and developments will cause such assessments to change. However,
while Oklo and/or AltC may elect to update these forward-looking
statements at some point in the future, Oklo and AltC specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing assessments as of any
date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements. An investment in AltC is not an investment in any of
AltC's founders' or sponsors' past investments or companies or any
funds affiliated with any of the foregoing. The historical results
of these investments are not indicative of future performance of
AltC, which may differ materially from the performance of the
founders or sponsors past investments, companies or affiliated
funds.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a
prospectus, an advertisement or a public offering of the securities
described herein in the United
States or any other jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Participants in the Solicitation
AltC, Oklo and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies from AltC's shareholders in connection with the proposed
transaction Special Meeting. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
AltC's shareholders in connection with the proposed transaction
Special Meeting, is set forth in the preliminary proxy
statement/prospectus/consent solicitation statement. You can find
more information about AltC's directors and executive officers in
the Registration Statement, as it may be amended from time to time.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is included in the preliminary proxy
statement/prospectus/consent solicitation statement. Shareholders,
potential investors and other interested persons should read the
preliminary proxy statement/prospectus/consent solicitation
statement and any amendments thereto carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Election Reversal Contact:
Attn: SPAC REDEMPTIONS
E-mail: spacredemptions@continentalstock.com
Media Contacts:
Bonita Chester
Oklo Inc.
Director of Communications and Media
media@oklo.com
Christina Stenson / Michael Landau
Gladstone Place Partners
(212) 230-5930
Investor Contact:
Caldwell Bailey / Eduardo
Royes
ICR, Inc.
OkloIR@icrinc.com
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SOURCE AltC Acquisition Corp.