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: February 1, 2024
On Tuesday, July 11, 2023, AltC Acquisition Corp. (“AltC”)
entered into an agreement for a business combination (the “proposed business combination”) with Oklo Inc. (“Oklo”).
On February 1, 2024, in connection therewith, Oklo made the following communications available on LinkedIn, X and Facebook:
LinkedIn:
X:
Facebook:
IMPORTANT LEGAL INFORMATION
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 January 30, 2024, and is available at https://www.sec.gov/Archives/edgar/data/1849056/000110465924007900/tm2324337-10_s4a.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.
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,” “commitment,” “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 potential benefits of Oklo’s relationship
with SODI, including its potential to bolster Oklo’s recent MOU with Centrus Energy Corp., 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 filing 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.
AltC Acquisition (NYSE:ALCC)
過去 株価チャート
から 4 2024 まで 5 2024
AltC Acquisition (NYSE:ALCC)
過去 株価チャート
から 5 2023 まで 5 2024