US-based nuclear technology company Oklo has agreed to merge with AltC Acquisition, a special purpose acquisition company (SPAC), to become a publicly traded company.
The two companies have signed a definitive agreement to combine their businesses, which values Oklo at a pre-money equity value of $850m.
Under the terms of the deal, Oklo shareholders will roll their entire equity into the combined company, while AltC sponsor will subject its entire founder equity to performance hurdles.
The transaction has been approved by the Boards of Directors of both Oklo and AltC.
It is expected to close in late 2023 or early 2024, subject to approval by AltC shareholders, Oklo shareholders, and other customary closing conditions.
Upon closing, the combined company will operate as Oklo and will be listed on the New York Stock Exchange.
The business combination is expected to deliver up to $500m in gross proceeds from the cash held in AltC’s trust account, subject to redemptions by AltC shareholders, said Oklo.
Oklo is expected to have up to $516m in cash on its balance sheet, including existing cash on its balance sheet and expected cash proceeds from AltC’s trust account.
The nuclear technology company intends to use the proceeds to support its strategy for emission-free energy production and commercial-scale fuel recycling facility.
Oklo co-founder and CEO Jacob DeWitte said: “Since founding Oklo in 2013, we have made considerable progress in advancing our vision of transforming how fission technologies come to market and meet the urgent need for affordable, reliable, clean energy.
“Our long-term goal is to build a wide range of advanced fission power plants, including small and large designs and designs that are economically competitive. AltC supports our mission and brings an extensive commercial network and executive expertise.
“We believe Oklo will be better positioned to execute its commercial strategy and deliver a differentiated energy solution to a massive market that demands clean energy.”
Oklo aims to provide clean, reliable, affordable energy on a global scale through the design and deployment of next-generation fast reactor technology.
Unlike the traditional commercial nuclear energy model, the company is planning to deploy an owner-operator model to sell power directly to customers, under long-term contracts.
It is supported by several technology and decarbonisation investors, including Sam Altman, who has served as Chairman of Oklo since 2015 and is also the co-founder and CEO of AltC.
Guggenheim Securities served as a financial advisor, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian as legal counsel, and Pillsbury Winthrop Shaw Pittman as nuclear regulatory counsel to v, on this transaction.
Ocean Tomo served as financial and technical advisor, Citigroup Global Markets as capital markets advisor, Weil, Gotshal & Manges as legal counsel, and Morgan, Lewis & Bockius as nuclear regulatory counsel to AltC.
Altman said: “I am thrilled to announce this partnership that provides the opportunity for AltC’s shareholders to become investors in Oklo and fund the first deployment of the Aurora powerhouse.
“I think the two most important inputs to a great future are abundant intelligence and abundant energy. I have long been interested in the potential that nuclear energy offers to provide clean, reliable, and affordable energy at great scale.”
“Lastly, and most important to me, Oklo benefits from a strong founder-led team with deep technical expertise. I am excited to support this important milestone for Oklo and look forward to continuing to build the business with Jake and Caroline as a public company.”
