Filed by AltC Acquisition Corp. |
pursuant to Rule 425 under the Securities Act of 1933 |
and deemed filed pursuant to Rule 14a-12 |
under the Securities Exchange Act of 1934 |
|
Subject Company: AltC Acquisition Corp. |
Commission File No. 001-40583 |
Date: December 19, 2023 |
Oklo Names Siemens Energy as Preferred Supplier
in MOU on Advanced Fission Power Plant Deployments
| · | Siemens
Energy would become Oklo’s preferred supplier for steam turbines and generator technology for its Aurora powerhouse. |
| · | Siemens Energy would also provide consulting to support Oklo in related design
work to optimize the integration of the power conversion systems (conventional island). |
| · | This partnership will help develop capability for scale-up of the Aurora
powerhouse deployments. |
SANTA CLARA, Calif.,– Oklo Inc., a fast fission clean
power technology and nuclear fuel recycling company, has signed a memorandum of understanding with Siemens Energy. This agreement designates
Siemens Energy to potentially become Oklo’s preferred supplier for rotating equipment of the power conversion system (conventional
island) for the Aurora powerhouse. Siemens Energy would also be positioned to provide consulting to support Oklo in design work of the
conventional island. Through this strategic partnership, the power generation equipment of Oklo’s powerhouses is anticipated to
be cost-efficient, well-proven, and sourced from readily available components, enabling a key catalyst for deployment scale-up and reliability
of Oklo’s advanced fission power plants.
“Oklo is focused on providing clean, reliable, affordable power
to customers. Fast fission reactors are a proven technology to produce heat and partnering with Siemens Energy takes steps to secure an
efficient, reliable, and scalable supply chain for converting that heat into power in our Oklo Aurora powerhouses," said Alex Renner,
Senior Director of Product at Oklo.
By partnering with Siemens Energy, a global leader in energy technology,
Oklo would gain access to a well-established supply chain for its essential components critical to making power. The partnership with
Siemens Energy as a proven leader in energy solutions would complement Oklo’s overall design philosophy for the powerhouses, which
is based on proven fast reactor technology with hundreds of reactor years of successful operational history.
“The clean power generated by advanced nuclear is one of the
key steps to reaching a net zero future and Siemens Energy’s thermal energy components and services complement the powerhouses being
developed by Oklo,” said Tobias Panse, Senior Vice President of Industrial Steam Turbines and Generators with Siemens Energy. “Working
with Oklo as a preferred supplier will bring us closer to advanced nuclear deployments and our net-zero targets.”
Siemens Energy's contributions extend beyond the supply of steam turbine
generators; they will also provide consulting to support the design and integration of the power conversion system (conventional island).
Most importantly, this partnership accelerates the commercialization of Oklo's advanced fission energy solutions, addressing the global
need for clean, reliable, and affordable energy sources.
# # #
About Oklo Inc.: Oklo Inc. (“Oklo” or the “Company”)
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, and is developing advanced fuel recycling technologies in collaboration with
the U.S. Department of Energy and U.S. National Laboratories.
On July 11, 2023, Oklo and AltC Acquisition Corp. (“AltC”)
(NYSE: ALCC) announced that they have entered into a definitive business combination agreement that upon closing would result in the combined
company to be listed on the New York Stock Exchange under the ticker symbol “OKLO.”
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.
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. These forward-looking statements include, but are not limited to, statements
regarding expected market opportunity for Oklo and the consummation of the proposed business combination between Oklo and AltC. These
forward-looking statements are based on information available to us as of the date of this news release 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 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. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Oklo that may cause
our 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 risks related
to the deployment of Oklo’s powerhouses; 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 the approval
of the shareholders of AltC or Oklo is not obtained; the effects of competition; changes in applicable laws or regulations; the outcome
of any government and regulatory proceedings, investigations and inquiries; each case, under the heading “Risk Factors,” and
other documents filed, or to be filed, with the Securities and Exchange Commission (“SEC”) by AltC. If any of these risks
materialize or Oklo’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking
statements relating to Oklo. There may be additional risks that Oklo does not presently know or that Oklo currently believes 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 expectations, plans or forecasts of future events and views as of the date of this communication. Oklo anticipates
that subsequent events and developments will cause Oklo’s assessments to change. However, while Oklo may elect to update these forward-looking
statements at some point in the future, Oklo specifically disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing Oklo’s assessments as of any date subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
Additional Information About the Business Combination
and Where to Find It
The proposed business combination will be submitted to shareholders
of AltC for their consideration. AltC has filed a registration statement on Form S-4 (as amended, and may be further amended from time
to time, the “Registration Statement”) with the SEC, 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 “Special Meeting”),
as these documents contain and will contain important information about AltC, Oklo and the proposed transaction.
Shareholders may obtain a copy of the preliminary or definitive proxy
statement/prospectus/consent solicitation statement, once available, 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.
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 Special Meeting. Information regarding persons such persons who may, under SEC rules, be deemed participants
in the solicitation of AltC’s shareholders in connection with the Special Meeting, is set forth in the preliminary proxy statement/prospectus/consent
solicitation statement.
Information about the directors and executive officers of Oklo and
a description of their direct or indirect interests is set forth in the sections entitled “Certain Relationships and Related Party
Transactions – Oklo’s Related Person Transactions” and “Interests of Certain Persons in the Business Combination”
included in the Registration Statement.
Information about the directors and executive officers of AltC, a description
of their direct or indirect interests and their beneficial ownership of AltC’s capital stock is set forth in the sections entitled
“Other Information about AltC – Management, Directors and Executive Officers,” “Certain Relationships and Related
Party Transactions – AltC’s Related Person Transactions,” “Interests of Certain Persons in the Business Combination”
and “Beneficial Ownership of Securities” included in the Registration Statement. The most recent amendment to the Registration
Statement was filed on November 11, 2023, and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1849056/000110465923117274/alcc-20221231xs4.htm.
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.
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.
Media Contact for Oklo:
Bonita Chester, Director of Communications and Media at media@oklo.com
Christina Stenson / Michael Landau
Gladstone Place Partners
(212) 230-5930
Investor Contact for Oklo:
Caldwell Bailey / Eduardo Royes
ICR, Inc.
OkloIR@icrinc.com
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