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AltC Acquisition Corp.

AltC Acquisition Corp.

Mar 15, 2021 by Nat Judge

PROPOSED BUSINESS COMBINATION: Oklo Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: OKLO

AltC Acquisition Corp. entered into a definitive business combination agreement with Oklo Inc.

  • Oklo is developing advanced fission power plants to provide emission-free, reliable, and affordable energy.
  • 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 combined license application to the U.S. Nuclear Regulatory Commission, and is developing advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and U.S. national laboratories.

EXTENSION – 10/5/23 – LINK

  • The SPAC approved the extension from October 12, 2023 to July 12, 2024.
    • Redemptions not disclosed.
    • No contribution will be made into the trust account.

TRANSACTION

  • The combined company will operate as Oklo and is expected to be listed on the New York Stock Exchange under the ticker “OKLO.”
  • The transaction values Oklo at a pre-money equity value of $850 million, providing an attractive entry point for AltC’s shareholders that is roughly half the value of comparable clean energy go-public transactions.
  • No existing Oklo shareholders will receive cash as part of the transaction, as all existing Oklo shareholders will roll all of their existing equity into the combined company.
  • The transaction, which has been approved by the Boards of Directors of Oklo and AltC, is expected to close in late 2023 or early 2024.

SPAC FUNDING

  • Funding not specified at this time.

EARNOUT

  • Company Earnout:
    • Following the Closing, and ending on the five-year anniversary of the Closing Date, the SPAC shall issue or cause to be issued to each Eligible Holder shares of SPAC Class A Common Stock, upon the following terms and conditions:
      • Upon the occurrence of the closing stock price of SPAC Class A Common Stock being greater than or equal to $12.00 per share for 20 trading days within any 60 consecutive trading day period, 7,500,000 Earnout Shares will be issued;
      • Upon the occurrence of the closing stock price of SPAC Class A Common Stock being greater than or equal to $14.00 per share for 20 trading days within any 60 consecutive trading day period, 5,000,000 Earnout Shares will be issued; and
      • Upon the occurrence of the closing stock price of SPAC Class A Common Stock being greater than or equal to $16.00 per share for 20 trading days within any 60 consecutive trading day period, 2,500,000 Earnout Shares will be issued.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor have agreed not to transfer:
      • (a) 40% of such shares for a period of 12 months after the Closing, unless the closing share price of Class A Common Stock equals or exceeds $12.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date,
      • (b) 30% of such shares for a period of 24 months after the Closing, unless the closing share price of Class A Common Stock equals or exceeds $14.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date and
      • (c) 30% of such shares for a period of 36 months after the Closing, unless the closing share price of Class A Common Stock equals or exceeds $16.00 per share for 20 trading days within any 60 consecutive trading day period commencing after the Closing Date.
  • Unvested Sponsor Shares Subject to Performance Vesting:
    • All of Sponsor’s shares of SPAC Common Stock (including shares of Class A Common Stock issued upon conversion of the Class B Common Stock) (the “Sponsor Shares”) will unvest as of the Closing and will revest as follows:
      • (1) 50% of the Sponsor Shares shall revest on the date on which the closing price per share of Class A Common Stock equals or exceeds $10.00 for 20 trading days within any 60 consecutive trading day period;
      • (2) 25% of the Sponsor Shares shall revest on the date on which the closing price per share of SPAC Common Stock equals or exceeds $12.00 for 20 trading days within any 60 consecutive trading day period,
      • (3) 12.5% of the Sponsor Shares shall revest on the date on which the closing price per share of SPAC Common Stock equals or exceeds $14.00 for 20 trading days within any 60 consecutive trading day period, and
      • (4) 12.5% of the Sponsor Shares shall revest on the date on which the closing price per share of SPAC Common Stock equals or exceeds $16.00 for 20 trading days within any 60 consecutive trading day period.

NOTABLE CONDITIONS TO CLOSING

  • AltC and Oklo shareholder approvals
  • The minimum cash closing condition is $250 million

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time by either AltC or the Company if the Transactions are not consummated on or before October 12, 2023 (the “Outside Date”).

ADVISORS

  • Oklo Advisors:
    • Guggenheim Securities, LLC served as financial advisor
    • Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal counsel
    • Pillsbury Winthrop Shaw Pittman LLP served as nuclear regulatory counsel
  • AltC Advisors:
    • Ocean Tomo, a part of J.S. Held served as financial and technical advisor
    • Citigroup Global Markets Inc. served as capital markets advisor
    • Weil, Gotshal & Manges LLP served as legal counsel
    • Morgan, Lewis & Bockius LLP served as nuclear regulatory counsel

MANAGEMENT & BOARD

Executive Officers

Jay Taragin, 55
Chief Financial Officer

Jay Taragin is our Chief Financial Officer since February 2021. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp IV since April 2020, Chief Financial Officer of Churchill Capital Corp V since May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial Officer of Churchill Capital Corp VII since May 2020 and Chief Financial Officer of M. Klein and Company which he joined in May 2019. Prior to joining M. Klein and Company, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Sam Altman, 35
Chief Executive Officer and Director Nominee

Sam Altman will serve as our Chief Executive Officer and as a director on our Board of Directors upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Altman is also the co-founder and Chief Executive Officer of OpenAI since March 2019. Prior to joining OpenAI, Mr. Altman served as President of Y Combinator from February 2014 until March 2019. Mr. Altman currently serves as the Chairman of the board of directors of Y Combinator, Helion Energy, Inc. and Oklo, Inc., and he serves on the board of directors of Expedia Group, Inc., Reddit, Inc., Bridgetown Holdings Ltd. and Bridgetown 2 Holdings Ltd.

Board of Directors

Michael Klein, 57
Chairman of the Board of Directors

Michael Klein is currently our Chief Executive Officer, President and the Chairman of our Board of Directors and will continue to be Chairman of the Board of Directors following this offering. Mr. Klein is also the Chief Executive Officer and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, and Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VII, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC. Mr. Klein is currently a Director of Credit Suisse Group AG and Credit Suisse AG. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc. in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc. Mr. Klein is the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting

Frances Frei, 57 [Appointed 6/4/21]
Director Nominee

Ms. Frei has been a Professor of Technology and Operations Management at Harvard Business School since 1998. Her research investigates how leaders create the conditions for organizations and individuals to thrive by designing for excellence in strategy, operations and culture. She regularly advises senior executives embarking on large-scale change initiatives and organizational transformation, including embracing diversity and inclusion as a performance lever. From 2017?–?2018, Ms. Frei took a leave of absence from Harvard to serve as Uber’s first Senior Vice President of Leadership and Strategy with a mandate to help the company navigate its very public crisis in leadership and culture. Ms. Frei is the best-selling co-author of Uncommon Service: How to Win by Putting Customers at the Core of Your Business and Unleashed: The Unapologetic Leader’s Guide to Empowering Everyone Around You. Ms. Frei served on the board of directors of Blue Buffalo Pet Products, Inc. from December 2014 through acquisition by General Mills in April 2018. She received her BA from the University of Pennsylvania and PhD from the Wharton School.

Allison Green, 36 [Appointed 6/4/21]
Director Nominee

Ms. Green is currently the Chief Financial Officer, Chief Compliance Officer, Secretary and Corporate Treasurer of SuRo Capital Corp, a publicly traded venture capital portfolio. She joined SuRo Capital in March 2019, having served as Senior Vice President and Controller at its former external advisor, GSV Asset Management, from July 2017 to March 2019. Prior to GSV Asset Management, from April 2016 to November 2016, Ms. Green was Controller at Rise Companies Corp, parent company of Fundrise, a Washington, DC-based crowdfunded real estate investment platform, where she led financial reporting of the parent company to a successful SEC Regulation A+ Tier 2 crowdfunded IPO. Prior to Fundrise, from October 2014 to April 2016, Ms. Green was the Controller at the Girl Scout Council of the Nation’s Capital following her time as a ProInspire Fellow at the Council, where she worked on modernizing the financial aspects of the annual Girl Scout Cookie Sale, the largest girl-run business in the world. Before the ProInspire Fellowship, Ms. Green was a member of the Fund Management and Coinvestment teams at The Carlyle Group, focusing on Europe and US Real Estate and Energy Funds from June 2009 to April 2012. While at The Carlyle Group, Ms. Green founded the firm’s Young Professionals Employee Resource Group. Ms. Green began her career at Deloitte & Touche in Los Angeles in 2006 as an audit associate focused on financial services clients. A Certified Public Accountant (inactive), Ms. Green holds dual degrees in Business (Finance) and Accounting from the University of Southern California.

John L. Thornton, 67 [Appointed 6/4/21]
Director Nominee

Mr. Thornton has served as Executive Chairman of Barrick Gold Corporation since April 2014. He also has served as Non-Executive Chairman of PineBridge Investments, a global asset manager, since December 2014. Mr. Thornton has served on the board of directors of the Ford Motor Company since March 1996, and SparkCognition, a leading industrial artificial intelligence company, since December 2018. He is a Professor, Director of the Global Leadership Program, and a Member of the Advisory Board of the Tsinghua University School of Economics and Management in Beijing. He is also Chairman Emeritus of the Brookings Institution in Washington, D.C. Mr. Thornton retired as President and Director of The Goldman Sachs Group, Inc. in 2003. Mr. Thornton also previously served as Chairman of Goldman Sachs Asia and as Co-Chief Executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa. Mr. Thornton is Co-Chair of the Asia Society, Vice Chairman of the Morehouse College Board of Trustees, and is also a trustee, advisory board member and member of, the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. Mr. Thornton’s extensive experience in finance and business matters, both domestically and internationally, makes him well qualified to serve on our board.

 

ByNat Judge