Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40583

Oklo Inc.

(Exact name of registrant as specified in its charter)


Delaware	86-2292473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3190 Coronado Dr. Santa Clara, CA	(650) 550-0127	95054
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	OKLO	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 122,096,270 shares of Class A common stock outstanding as of November 14, 2024.

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to the Cond ensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3 .	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4 .	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		45

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Oklo Inc. (“Oklo,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continue,” “might,” “possible,” “potential,” “predict,” “project,” “would” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: 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 effects of competition; the risk that an agreement with Atomic Alchemy Inc. (“Atomic Alchemy”) and the proposed acquisition thereof do not materialize or fail to produce the expected benefits; changes in applicable laws or regulations; and the outcome of any government and regulatory proceedings and investigations and inquiries; and those factors in the other documents filed by Oklo from time to time with the U.S. Securities and Exchange Commission (“SEC”). The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

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PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

Oklo Inc.

Condensed Consolidated Balance Sheets


	As of
	September 30, 2024 (Unaudited)		December 31, 2023 (1)
Assets
Current assets:
Cash and cash equivalents	$	91,799,754	$	9,867,588
Marketable securities	139,590,389		—
Prepaid and other current assets	3,436,207		4,330,465
Total current assets	234,826,350		14,198,053
Marketable securities	57,080,461		—
Property and equipment, net	679,870		577,671
Operating lease right-of-use assets	1,092,152		82,677
Other assets	115,000		25,361
Total assets	$	293,793,833	$	14,883,762
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	361,240	$	2,273,823
Accrued expenses and other	4,019,173		835,541
Operating lease liabilities	466,624		93,935
Total current liabilities	4,847,037		3,203,299
Operating lease liabilities, net of current portion	670,195		—
Simple agreements for future equity	—		46,042,000
Right of first refusal liability	25,000,000		—
Total liabilities	30,517,232		49,245,299
Commitments and contingencies (Note 14)
Stockholders' equity (deficit):
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 122,096,270 and 69,242,940 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	12,210		6,924
Additional paid-in capital	385,363,981		27,124,983
Accumulated deficit	(124,820,677)		(61,493,444)
Accumulated other comprehensive income	2,721,087		—
Total stockholders’ equity (deficit)	263,276,601		(34,361,537)
Total liabilities and stockholders’ equity	$	293,793,833	$	14,883,762

(1) Derived from audited financial statements.

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating expenses
Research and development	$	5,049,070	$	1,707,457	$	19,428,854	$	5,457,176
General and administrative	7,232,018		2,956,338		17,993,599		5,895,883
Total operating expenses	12,281,088		4,663,795		37,422,453		11,353,059
Loss from operations	(12,281,088)		(4,663,795)		(37,422,453)		(11,353,059)
Other income (loss)
Change in fair value of simple agreements for future equity	—		(4,083,000)		(29,919,959)		(6,578,000)
Interest and dividend income	2,546,886		78,839		4,403,763		79,301
Total other income (loss)	2,546,886		(4,004,161)		(25,516,196)		(6,498,699)
Loss before income taxes	(9,734,202)		(8,667,956)		(62,938,649)		(17,851,758)
Income taxes	(224,963)		—		(388,584)		—
Net loss	(9,959,165)		(8,667,956)		(63,327,233)		(17,851,758)
Deemed dividend - earnout and founder shares	—		—		(487,934,600)		—
Net loss attributable to common stockholders	$	(9,959,165)	$	(8,667,956)	$	(551,261,833)	$	(17,851,758)
Net loss per share:
Basic and diluted - Class A common stock	$	(0.08)	$	(0.13)	$	(0.65)	$	(0.32)
Net loss per share attributable to common stockholders:
Basic and diluted - Class A common stock	$	(0.08)	$	(0.13)	$	(5.65)	$	(0.32)
Weighted-average common shares outstanding - basic and diluted - Class A common stock	122,134,375		68,450,929		97,581,987		55,502,066

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(9,959,165)	$	(8,667,956)	$	(63,327,233)	$	(17,851,758)
Other comprehensive income:
Change in unrealized gains on marketable debt securities	2,303,068		—		2,721,087		—
Total comprehensive loss	$	(7,656,097)	$	(8,667,956)	$	(60,606,146)	$	(17,851,758)

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

Three and Nine Months Ended September 30, 2024


	Redeemable Convertible Preferred Stock			Common Stock				Class A Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares (1)		Par Value (1)		Shares	Par Value
Balance as of January 1, 2024, as recast	—	$	—	—		$	—	69,242,940	$	6,924	$	27,124,983	$	(61,493,444)	$	—	$	(34,361,537)
Exercise of stock options	—	—		—		—		1,345,625	135		439,787		—		—		439,922



Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3)	—	—		—		—		43,099,811	4,310		260,855,313		—		—		260,859,623
Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3)	—	—		—		—		8,407,894	841		86,193,118		—		—		86,193,959
Other comprehensive income	—	—		—		—		—	—		—		—		418,019		418,019
Stock-based compensation	—	—		—		—		—	—		9,124,416		—		—		9,124,416
Net loss	—	—		—		—		—	—		—		(53,368,068)		—		(53,368,068)
Balance as of June 30, 2024	—	—		—		—		122,096,270	12,210		383,737,617		(114,861,512)		418,019		269,306,334
Other comprehensive income	—	—		—		—		—	—		—		—		2,303,068		2,303,068
Stock-based compensation	—	—		—		—		—	—		1,626,364		—		—		1,626,364
Net loss	—	—		—		—		—	—		—		(9,959,165)		—		(9,959,165)
Balance as of September 30, 2024	—	$	—	$	—	$	—	122,096,270	$	12,210	$	385,363,981	$	(124,820,677)	$	2,721,087	$	263,276,601

(1) The shares of the Company’s common stock prior to the Business Combination (as defined below) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

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Three and Nine Months Ended September 30, 2023


	Redeemable Convertible Preferred Stock			Common Stock			Class A Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares (1)	Par Value (1)		Shares	Par Value
Balance as of January 1, 2023, as previously reported	6,585,881	$	25,030,520	4,771,025	$	477	—	$	—	$	1,209,244	$	(29,320,787)	$	—	$	(28,111,066)
Retroactive application of reverse recapitalization (Note 3)	(6,585,881)	(25,030,520)		(4,771,025)	(477)		68,845,564	6,885		25,024,112		—		—		25,030,520
Balance as of January 1, 2023, after effect of reverse recapitalization	—	—		—	—		68,845,564	6,885		26,233,356		(29,320,787)		—		(3,080,546)



Stock-based compensation	—	—		—	—		—	—		96,793		—		—		96,793
Net loss	—	—		—	—		—	—		—		(9,183,802)		—		(9,183,802)
Balance as of June 30, 2023	—	—		—	—		68,845,564	6,885		26,330,149		(38,504,589)		—		(12,167,555)
Exercise of stock options	—	—		—	—		133,970	13		38,662		—		—		38,675
Stock-based compensation	—	—		—	—		—	—		47,403		—		—		47,403
Net loss	—	—		—	—		—	—		—		(8,667,956)		—		(8,667,956)
Balance as of September 30, 2023	—	$	—	—	$	—	68,979,534	$	6,898	$	26,416,214	$	(47,172,545)	$	—	$	(20,749,433)

(1) The shares of the Company’s common stock prior to the Business Combination have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net loss	$	(63,327,233)	$	(17,851,758)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	180,420		36,514
Change in fair value of simple agreements for future equity	29,919,959		6,578,000
Accretion of discount on marketable debt securities	(261,145)		—
Stock-based compensation	10,750,780		144,196
Change in operating assets and liabilities:
Prepaid and other current assets	(833,202)		81,974
Other assets	(89,639)		25,909
Accounts payable	(1,924,326)		203,972
Accrued expenses and other	630,339		423,118
Operating lease liabilities	33,409		(15,562)
Net cash used in operating activities	(24,920,638)		(10,373,637)
Cash flows from investing activities
Purchases of property and equipment	(282,619)		(60,087)
Purchases of marketable debt securities	(261,081,678)		—
Proceeds from redemptions of marketable debt securities	67,393,060		—
Net cash used in investing activities	(193,971,237)		(60,087)
Cash flows from financing activities
Proceeds from recapitalization	276,209,768		—
Proceeds from exercise of stock options	439,922		38,675
Proceeds from right of first refusal liability	25,000,000		—
Proceeds from simple agreements for future equity	10,232,000		12,315,000
Payment of deferred issuance costs	(11,057,649)		(1,563,558)
Net cash provided by financing activities	300,824,041		10,790,117
Net increase in cash and cash equivalents	81,932,166		356,393
Cash and cash equivalents - beginning of year	9,867,588		9,653,528
Cash and cash equivalents - end of period	$	91,799,754	$	10,009,921
Supplemental disclosures of cash flow information
Cash paid for interest	$	—	$	—
Cash paid for income taxes	356,890		—
Supplemental noncash investing and financing activities
Reclassification of deferred issuance costs in connection with business combination	$	3,604,235	$	—
Reclassification of simple agreements for future equity in connection with business combination	86,193,959		—
Deferred issuance costs included in accounts payable	—		1,463,614

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Notes to Condensed Consolidated Financial Statements

1.Nature of Operations and Organization

Oklo Inc. (following the Business Combination where AltC changed its name to Oklo Inc., the “Company” or “Oklo”), conducts its operations through its subsidiary Oklo Technologies, Inc., a Delaware corporation incorporated on July 3, 2013 (formerly known as Oklo Inc. before the Business Combination and referred to herein as “Legacy Oklo”) (as further described below). The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale.

The Company plans to commercialize its liquid metal fast reactor technology with the Aurora powerhouse product line. The first commercial Aurora powerhouse is designed to produce up to 15 and 50 megawatts of electricity (“MWe”) on both recycled nuclear fuel and fresh fuel. Oklo’s advanced fission technology has a history of successful operation, first demonstrated by the Experimental Breeder Reactor-II, which sold and supplied power to the grid and showed effective waste recycling capabilities for over 30 years of operation. Furthermore, Oklo has achieved several significant deployment and regulatory milestones, including securing a site use permit from the U.S. Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) Site and a fuel award from INL for a commercial-scale advanced fission power plant in Idaho.

On May 9, 2024, the Company consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among the Company, AltC Acquisition Corp., a Delaware corporation (“AltC”) and AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Oklo Inc., with Oklo Inc. surviving the merger as a wholly owned subsidiary of AltC (following the merger Oklo Inc. changed its name to Oklo Technologies, Inc.) (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) (as further described in Note 3). Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc.

The Company’s Class A common stock commenced trading on the New York Stock Exchange (“NYSE”) under the symbol “OKLO” on May 10, 2024.

Liquidity and Capital Resources

As of September 30, 2024, the Company’s cash, cash equivalents and marketable debt securities were $288,470,604, which includes the proceeds received from the Business Combination. The Company continues to incur significant operating losses. For the nine months ended September 30, 2024, the Company had a net loss of $63,327,233, loss from operations of $37,422,453 and net cash used in operating activities of $24,920,638. As of September 30, 2024, the Company had an accumulated deficit of $124,820,677. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop its powerhouses.

The Company will utilize its existing cash, cash equivalents and marketable debt securities to fund its powerhouses, operations, and growth plans. The Company believes that as a result of the Business Combination, its existing cash, cash equivalents and marketable debt securities will be sufficient to fund its operations for the one-year period following the issuance date of the accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting.

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 8 and 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Registration Statement on Form S-1, as amended (File No. 333-280344), which was declared effective on September 18, 2024. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented.

Segments

To date, the Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources. Accordingly, the Company has determined that it operates in one segment.

Principles of Consolidation

The condensed consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries Oklo Technologies, Inc. and Oklo Power LLC. All intercompany transactions and balances have been eliminated.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of the operating lease liabilities and operating right-of-use assets, useful lives of property and equipment, stock-based compensation expense, valuation allowance on deferred tax assets, fair value of simple agreements for future equity and valuations related to the Business Combination. These estimates, judgments, and assumptions are based on current and expected economic conditions, historical data, and experience available at the date of the accompanying condensed consolidated financial statements, and various other factors that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Risk and Uncertainties

The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel. At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities. Given the nature of the business, the ongoing conflicts in Ukraine and Israel have not had a specific impact on the Company’s financial performance. These estimates may change as new events occur and additional information is obtained and will be recognized in the financial statements as soon as they become known.

Recently Issued and Not Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material.

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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2025; early adoption is permitted using either a prospective or retrospective transition method. The Company expects ASU 2023-09 to require additional disclosures in the notes to its financial statements.

Net Loss Per Common Share

The Business Combination was accounted for as a reverse recapitalization, as Legacy Oklo was determined to be the accounting acquirer under the FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, for accounting purposes, the transaction is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization, therefore, the basic net loss has been determined utilizing the outstanding shares of the Class A common stock as described below.

The Company’s basic net loss per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, by dividing the net loss by the weighted-average number of shares of Class A common stock outstanding for the period, without consideration for potential dilutive securities. Diluted net loss per share of Class A common stock is computed by dividing net loss by the weighted-average number of shares of Class A common stock and common share equivalents of potentially dilutive securities outstanding for the period. Potentially dilutive securities include stock options. Since the Company was in a loss position for the periods presented, basic net loss per share of Class A common stock is the same as diluted net loss per shares of Class A common stock since the effects of potentially dilutive securities are antidilutive.

The potentially dilutive outstanding common stock equivalents of 10,432,749 options to purchase shares of Class A common stock and 1,284,062 unvested restricted common stock units have been excluded from the calculation of diluted net loss per share for the periods indicated due to their anti-dilutive effect.

Emerging Growth Company Status

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The cost of marketable debt securities is adjusted for accretion of premiums and amortization of discounts to maturity. Such accretion and amortization, as well as interest and dividends, are included in interest and dividend income. The cost of securities sold is determined using the specific identification method. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive income on the condensed consolidated statements of comprehensive loss.

The Company’s investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations. The Company’s marketable equity securities, if any, are measured

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at fair value with gains and losses recognized in other income (loss) on the condensed consolidated statements of operations.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in money market funds and U.S. treasury securities. A portion of the Company’s operating cash is held in accounts in excess of the Federal Deposit Insurance Corporation insurance limits; however, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced any losses on cash equivalents and marketable debt securities.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for repairs and maintenance that do not improve or extend the life of the assets are expensed as incurred. When property and equipment are sold or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any resulting gains or losses are included on the condensed consolidated statements of operations.

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:


Furniture and fixtures			7 years
Computers			3 to 7 years
Software			3 years
Leasehold improvements			Shorter of lease term or estimated useful life of the asset

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment losses were recognized on any long-lived assets during the three and nine months ended September 30, 2024 and 2023.

Leases

The Company has lease arrangements for its offices. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases are recorded as an operating lease right-of-use assets and operating lease liability on the condensed consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets.

Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. Lease ROU assets consist of the initial measurement of lease liabilities, any lease payments

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made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company.

Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance lease obligations as of September 30, 2024.

Fair Value Measurements

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. There are no transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements.

Financial instruments measured at fair value on a recurring basis were based upon a three-tier hierarchy as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S. treasury securities and money market funds.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other, and other current liabilities approximate their fair value due to the short-term nature of these assets and liabilities. The Company’s marketable debt securities are classified as Level 1 or Level 2 assets (as further described in Note 6). The Company’s SAFE Notes (as further described in Note 7) were carried at fair value and classified as Level 3 liabilities.

Fair Value on a Non-Recurring Basis

The fair value of the Earnout Shares and Founder Shares (both as further described in Note 3) have been estimated using the Company’s Class A common stock price at Closing, discounted based on the probability of the Earnout or Founder terms (both as further described in Note 3) being met as determined at Closing, and thus represents a Level 2 fair value measurement as defined in ASC 820, Fair Value Measurement. The Earnout Shares, if achieved, would be issued to Legacy Oklo stockholders. The Earnout Shares are a fixed number of shares to be issued to such stockholders on a pro rata basis. The fair value of the Earnout Shares and Founder Shares was recognized as a deemed dividend (as further described in Note 3).

Redeemable Convertible Preferred Stock

The Company had issued redeemable convertible preferred stock (the “Legacy Oklo Preferred Stock”) that converted into the Company’s Class A common stock on a one-to-one basis based on the Exchange Ratio (as described below) upon consummation of the Business Combination (further details are provided in Note 10). Given the Business Combination was treated as a reverse recapitalization, the Legacy Oklo Preferred Stock as of January 1, 2023 has been recast as Class A common stock on the condensed consolidated statements of stockholders’ equity (deficit) in accordance with the accounting for the reverse recapitalization (as further described in Note 3).

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Research and Development

Research and development represent costs incurred to develop the Company’s technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs, as well as depreciation and amortization expense for capitalized assets associated with these functions. The Company expenses all research and development costs in the periods in which they are incurred.

General and Administrative

General and administrative expenses consist primarily of payroll and other personnel-related costs, including stock-based compensation expense, for the Company’s employees involved in general corporate functions including finance and human resources, rent and other occupancy expenses, professional fees for legal and accounting, travel costs, promotional expenses, as well as depreciation and amortization expense for capitalized assets associated with these functions.

Cost-Share Projects

The Company has certain cost-share reimbursable projects for several research and development (“R&D”) projects related to nuclear recycling technologies awarded by the DOE’s Advanced Research Projects Agency-Energy ("ARPA-E") (the “cost-share projects”) where the Company elected to record the reimbursements on a net presentation basis in the condensed consolidated financial statements. The Company offset certain R&D expenses related to the cost-share projects totaling $240,025 and $38,928 for the three months ended September 30, 2024 and 2023, respectively, and $560,913 and $75,116 for the nine months ended September 30, 2024 and 2023, respectively, based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share project on the condensed consolidated statements of operations. The reimbursable R&D expenses included $36,238 of property and equipment purchased under the guidelines of the cost-share projects during the nine months ended September 30, 2024, and reflected $36,238 of the cost-share reimbursement as an offset to the cost basis of the property and equipment, resulting in no carrying value for the property and equipment on the condensed consolidated balance sheets and no reported cash flows. In the event the property and equipment is sold upon completion of the cost-share projects, the Company may be obligated to reimburse the DOE in the event the proceeds are in excess of $5,000 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing expense for all stock-based payments made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements. The Company recognizes compensation over each recipient’s requisite service period, which is generally the vesting period. The Company has elected to recognize actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur. The Company estimates the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the Legacy Oklo’s common stock fair value and the Company’s Class A common stock fair value (as further described below), expected volatility, expected dividend yield, risk-free rate of return, and the expected term. The Company classifies stock-based compensation expense in the same manner in which the award recipient’s cash compensation cost is classified on the condensed consolidated statements of operations.

Common Stock Fair Value – Prior to the Closing, there was no public market for Legacy Oklo’s common stock. Therefore, Legacy Oklo’s board of directors (the “Legacy Oklo Board”) determined the fair value of Legacy Oklo’s common stock at the time of the grant of stock options by considering a number of objective and subjective factors. The fair value of the Legacy Oklo common stock was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled, “Valuation of Privately Held Company Equity Securities Issued as Compensation.” The Legacy Oklo Board granted stock options with exercise prices equal to the fair value of Legacy Oklo’s common stock on the date of grant. After the Closing, the closing price of the Class A common stock on the NYSE is used as the fair value of the Company’s Class A common stock.

3.Business Combination

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The Business Combination was accounted for as a reverse recapitalization as Legacy Oklo was determined to be the accounting acquirer. Under this method of accounting, AltC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization (the “recapitalization”). The net assets of AltC are stated at historical cost, with no goodwill or other intangible assets recorded. Results of operations prior to the Business Combination are presented as belonging to Legacy Oklo. The recapitalization had no effect on reported net loss, cash flows, or total assets as previously reported.

The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the nine months ended September 30, 2024:


Cash proceeds from recapitalization	$	276,209,768
Add: accrued interest receivable	43,616
Add: advance to Legacy Oklo	1,829,659
Add: prepaid expenses	3,500
Less: transaction costs and advisor fees paid	(14,661,884)
Cash and other assets acquired from the Business Combination	263,424,659
Less: accounts payable	(11,743)
Less: accrued expenses	(45,455)
Less: excise tax payable	(2,159,147)
Less: income taxes payable	(348,691)
Net cash from the Business Combination recorded on the condensed consolidated statements of stockholders’ equity (deficit)	$	260,859,623

Earnout Awards

In connection with the Business Combination, the Company issued the following earnout awards:

Pursuant to a sponsor letter agreement (the “Sponsor Agreement”), AltC Sponsor LLC (the “Sponsor”) agreed to subject 10% of its AltC Class A common stock (received as a result of the conversion of its AltC Class B common stock (as described in Note 11) immediately prior to the Closing, such shares, the “AltC founder shares”) to vesting and forfeiture conditions relating to, among other things, price targets for the Company’s Class A common stock for a time period commencing on the Closing and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a Change in Control (a “Change in Control” as defined in the Merger Agreement) (such period, the “Earnout Period”).

All persons that held one or more shares of Legacy Oklo common stock immediately prior to the Closing, (after giving effect to the conversion of the Legacy Oklo Preferred Stock and Legacy Oklo SAFEs (as described in Note 7)) and all persons that held one or more vested Legacy Oklo options immediately prior to the Closing are eligible (the “Eligible Legacy Oklo equityholders”) to receive an aggregate of 15,000,000 additional shares of Class A common stock (the “Earnout Shares”) in three separate tranches upon the occurrence of each Earnout Triggering Event during the Earnout Period as follows:

•Earnout Triggering Event I requires the issuance of 7,500,000 Class A common stock to Eligible Legacy Oklo equityholders at the earlier of the following: (i) the stock trading price is equal to or greater than $12.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $12.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

•Earnout Triggering Event II requires the issuance of 5,000,000 Class A common stock to Eligible Legacy Oklo equityholders at the earlier of the following: (i) the stock trading price is equal to or greater than $14.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $14.00 after (a) taking into account the

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dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event II, and, if applicable, Earnout Triggering Event I, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement; and;

•Earnout Triggering Event III requires the issuance of 2,500,000 Class A common stock to Eligible Legacy Oklo equityholders at the earlier of the following: (i) the stock trading price is equal to or greater than $16.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $16.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event III, and, if applicable, Earnout Triggering Event I and Earnout Triggering Event II, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement.

Each Earnout Triggering Event is subject to certain conditions and other provisions. The stock trading price, as described above, is based upon the closing price per share of Class A common stock, as quoted on the NYSE for any 20 trading days within any 60 consecutive trading day period within the Earnout Period (the “stock trading price”). If any of the Earnout Triggering Events, as described in the foregoing, are not achieved within the Earnout Period, the Earnout Shares issuable upon the occurrence of the applicable Earnout Triggering Event will be forfeited.

At the Closing, the AltC founder shares unvested and will revest over a five-year period following the Closing (the “Vesting Period”), up to 12,500,000 shares of Class A common stock (the “Founder Shares”), in the aggregate in four tranches upon the occurrence of each Vesting Triggering Event as follows:

•Vesting Trigger Event I requires the vesting of 6,250,000 of the Founder Shares when the stock trading price equals or exceeds $10.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale (as defined in the Sponsor Agreement) of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $10.00 per share;

•Vesting Trigger Event II requires the vesting of 3,125,000 of the Founder Shares when the stock trading price equals or exceeds $12.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $12.00 per share;

•Vesting Trigger Event III requires the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $14.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $14.00 per share; and

•Vesting Trigger Event IV requires the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $16.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $16.00 per share.

Each Vesting Triggering Event is subject to certain conditions. In each case, the price paid or implied in such Sale will be determined after (i) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any Founder Shares that have been or would be forfeited pursuant to the Sponsor Agreement (i.e., the unvested Founder Shares that do not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale). If any of the Vesting Triggering Events, as described in the foregoing, are not achieved within the Vesting Period, the Founder Shares will be forfeited.

The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing, as further described below, and Founder Shares were recorded at fair value at Closing of the Business Combination and equity classified. Upon closing of the Business Combination, the estimated fair value of the Earnout Shares and Founder Shares was $261,715,800 and $226,218,800, respectively, based on a valuation using a Monte Carlo simulation with key inputs and assumptions, such as stock price at Closing of $18.23 per share, term, dividend yield, risk-free rate, and volatility. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Earnout Shares and vesting of the Founder Shares will be treated as a deemed dividend. As the Company is in an accumulated deficit position as of the measurement date, the Company recorded the issuance of the Earnout Shares and Founder Shares in additional paid-in capital (“APIC”), with a

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corresponding offset recorded to APIC, resulting in a net-nil impact on the APIC balance. As of September 30, 2024, there were 15,000,000 and 12,500,000 Earnout Shares and Founder Shares, respectively, unvested and remaining subject to the vesting terms (further details are provided under the heading Vesting of Earnout Awards in Note 15).

For the Earnout Shares attributable to the Legacy Oklo vested options, where each Legacy Oklo vested option holder will receive a pro rata share of the Earnout Shares as if their Legacy Oklo vested options were outstanding at the Closing of the Business Combination pursuant to the applicable Earnout Triggering Event, the condensed consolidated statement of operations reflects a noncash stock-based compensation expense of $7,784,200 representing the incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

As part of the Business Combination, in the case of holders of Legacy Oklo options, each outstanding Legacy Oklo option was converted into an option to purchase, based on the Exchange Ratio (as described below), upon the same terms and conditions as were in effect with respect to the corresponding Legacy Oklo option immediately prior to the Closing, including with respect to vesting and termination-related provisions, a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Legacy Oklo common stock underlying such option immediately prior to the Closing and (y) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Legacy Oklo common stock underlying such option immediately prior to the Closing divided by (B) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, the adjustments giving effect to the Business Combination and related transactions are summarized below:

•the Merger of Merger Sub, the wholly owned subsidiary of AltC, with and into Legacy Oklo, with Legacy Oklo as the surviving company;

•each share of Legacy Oklo common stock, including shares of Legacy Oklo common stock issued upon the pre-Closing conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs, was automatically surrendered and no longer exists, and was exchanged, in the aggregate, for an amount equal to $10.00 per share of Class A common stock; and

•the exchange of all outstanding vested and unvested Legacy Oklo stock options into stock options exercisable for shares of Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio.

At the Closing, each share of Legacy Oklo common stock issued and outstanding immediately prior to the Closing was automatically surrendered and exchanged for 78,996,459 shares of Class A common stock pursuant to the Restated Certificate of Incorporation (as further described in Note 11) and issued to the Company’s stockholders in exchange for all outstanding shares of Legacy Oklo common stock (including shares of Legacy Oklo common stock resulting from the conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs immediately prior to the Closing) at the exchange ratio of 6.062 (the “Exchange Ratio”) pursuant to the terms of the Merger Agreement. Further, 1,450,000 shares of Class A common stock were issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement (the “AltC private placement shares”). A reserve was established for issuance up to: (i) 10,432,749 shares of Class A common stock in respect of the Legacy Oklo options assumed pursuant to the terms of the Merger Agreement; and (ii) 15,000,000 shares of Class A common stock for the potential future issuance of the Earnout Shares, as outlined above.

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:

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			Class A Common Stock (1)
Legacy Oklo stockholders (2)			78,996,459
Sponsor stockholders (as defined in Note 11) (3)			13,950,000
AltC public stockholders (as defined in Note 11) (4)			29,149,811
Total AltC stockholders			43,099,811
Total Class A common stock			122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options.

(2) The table includes 70,588,565 shares issued to Legacy Oklo stockholders (consisting of (i) 39,923,611 shares issued to Legacy Oklo Preferred Stock holders (for further details see Note 10) and 28,921,953 shares issued to Legacy Oklo common stockholders as of January 1, 2023 (determined by taking the 4,771,025 shares of Legacy Oklo outstanding common stock multiplied by the Exchange Ratio of 6.062), together totaling 68,845,564 shares that represent the retroactive application of the recapitalization), (ii) 1,345,625 shares issued to holders of Legacy Oklo options upon the exercise of options during the nine months ended September 30, 2024 and (iii) 397,376 shares issued to holders of Legacy Oklo options upon the exercise of options during the year ended December 31, 2023), and 8,407,894 shares issued upon conversion of the Legacy Oklo SAFEs (for further details, see Note 7) outstanding immediately before the Business Combination, together the 70,588,565 and 8,407,894 totaling 78,996,459.

(3) The table includes 12,500,000 shares issued to the Sponsor representing the Founder Shares that will vest and no longer be subject to forfeiture pursuant to the applicable Vesting Triggering Event and 1,450,000 shares issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement.

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11).

Transaction Costs

Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination. These costs were initially capitalized as incurred and recorded in prepaid and other current assets as deferred issuance costs on the condensed consolidated balance sheets. Upon the Closing, transaction costs directly related to the issuance of shares of Class A common stock totaling $14,661,884, consisting of legal and professional fees, were recognized as an offset to APIC on the condensed consolidated statements of stockholders’ equity (deficit).

4.Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Prepaid expense	$	2,083,117	$	369,881
Deferred issuance costs	—		3,709,542
Costs-share receivables	433,985		126,042
Accrued interest receivable	737,757		—
Rent security	56,348		—
Refundable deposit	125,000		125,000
Total prepaid and other current assets	$	3,436,207	$	4,330,465

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Prepaid expenses include prepaid consulting fees, insurance premiums, rent and other charges. The deferred issuance costs were specific incremental costs of the Business Combination. Cost-share receivables refer to the monetary assets obtained by the Company through several R&D cost-share projects related to nuclear recycling technologies awarded by the DOE’s ARPA-E. Refundable deposit represents an advance payment for the grant of a right to purchase certain land, subject to certain conditions.

Prepaid expenses are amortized over the straight-line method over the contract term. The deferred issuance costs have been charged against the proceeds of the recapitalization. Cost-share receivables are recorded as eligible costs are incurred. The refundable deposit will either be applied to the final purchase price of the land or refunded no later than December 31, 2024.

Property and Equipment, Net

Property and equipment, net are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Computers and equipment	$	366,403	$	196,882
Furniture and fixtures	90,521		64,912
Software	479,954		392,465
Leasehold improvements	30,762		30,762
Total property and equipment, gross	967,640		685,021
Less accumulated depreciation and amortization	(287,770)		(107,350)
Total property and equipment, net	$	679,870	$	577,671

Depreciation and amortization expenses for the three months ended September 30, 2024 and 2023 totaled $68,747 and $13,112, respectively, and for the nine months ended September 30, 2024 and 2023 totaled $180,420 and $36,514, respectively.

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Accrued expenses	$	750,288	$	482,984
Accrued payroll and bonus	495,016		196,900
Excise tax payable	2,159,147		—
Credit card liabilities	226,138		155,407
Income taxes payable	388,584		250
Total accrued expenses and other	$	4,019,173	$	835,541

5.Leases

As of September 30, 2024, the Company had commercial real estate sublease agreements for 17,098 square feet of office space in Santa Clara, California, with an initial term of 28 months.

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The table below presents supplemental information related to operating leases:


	Nine Months Ended September 30,
	2024		2023
Operating lease costs during the period	$	309,859	$	225,971
Cash payments included in the measurement of operating lease liabilities during the period	$	152,880	$	167,286
Operating lease liabilities arising from obtaining lease right-of-use assets during the period	$	1,184,913	$	—
Weighted-average remaining lease term (in months) as of period-end	27		8
Weighted-average discount rate during the period	8.76%		6.85%

The Company generally utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs:
Research and development	$	86,804	$	31,296	$	228,422	$	121,875
Sales, general and administrative	33,424		33,676		81,437		104,096
Total operating lease costs (1)	$	120,228	$	64,972	$	309,859	$	225,971

(1) Month-to-month lease arrangements for the three months ended September 30, 2024 and 2023 of $37,339 and $14,397, respectively, and for the nine months ended September 30, 2024 and 2023 of $123,569 and $74,247, respectively, are included in operating lease costs.

The minimum lease payments above do not include common area maintenance charges, which are contractual obligations under the Company’s lease, but are not fixed and can fluctuate from year to year and are expensed as incurred. Common area maintenance charges for the three months ended September 30, 2024 and 2023 of $13,668 and $39,389, respectively, and for the nine months ended September 30, 2024 and 2023 of $54,648 and $98,917, respectively, are included in operating expenses on the condensed consolidated statements of operations.

Maturities of the operating lease liabilities are summarized as follows as of September 30, 2024:


Year Ending December 31,
2024 (remaining three months of the year)	$	135,928
2025	549,188
2026	565,602
Minimum lease payments	1,250,718
Less imputed interest	(113,899)
Present value of operating lease liabilities	$	1,136,819
Current portion of operating lease liabilities	$	466,624
Noncurrent portion of operating lease liabilities	670,195
Total operating lease liabilities	$	1,136,819

6.Financial Instruments

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The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of September 30, 2024:


	Amortized Cost (1)		Unrealized Gains (2)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	5,309,330	$	—	$	5,309,330	$	5,309,330	$	—	$	—
Level 1:
Money market funds	86,490,424		—		86,490,424		86,490,424		—		—
U.S. Treasury securities	154,464,598		2,146,020		156,610,618		—		99,530,157		57,080,461
Subtotal	240,955,022		2,146,020		243,101,042		86,490,424		99,530,157		57,080,461
Level 2 (3):

Commercial paper	34,615,346		498,739		35,114,085		—		35,114,085		—
Corporate debt securities	4,869,819		76,328		4,946,147		—		4,946,147		—
Subtotal	39,485,165		575,067		40,060,232		—		40,060,232		—
Total	$	285,749,517	$	2,721,087	$	288,470,604	$	91,799,754	$	139,590,389	$	57,080,461

(1) There was no allowance for expected credit losses recorded on available-for-sale debt securities as of September 30, 2024.

(2) There are no unrealized losses for U.S. Treasury securities, commercial paper and corporate debt securities included in the unrealized gains.

(3) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of September 30, 2024:


Due within 1 year	$	139,590,389
Due after 1 year through 5 years	57,080,461
Total fair value	$	196,670,850

As of December 31, 2023, the Company’s cash and cash equivalents were $9,867,588.

7.Simple Agreements for Future Equity

The Company issued simple agreements for future equity (the “Legacy Oklo SAFEs”) to investors (the “SAFE Notes”) prior to the Business Combination. The SAFE Notes allowed investors to purchase equity at a negotiated price at the time of each investor’s entry into such agreement with each investor receiving equity in the future with no set time for conversion. The SAFE Notes provided for conversion on an equity financing, as further described below, if such equity financing is consummated. The SAFE Notes generally focused on equity rounds, however, there were terms included for a liquidity event (as further described below) or dissolution event, which allowed for conversion into equity or cash at the option of the holder under certain circumstances. The Company determined that the SAFE Notes were not legal form of an outstanding share or legal form debt (i.e., no creditors’ rights), therefore, the Company evaluated the SAFE Notes to determine whether they must be classified as a liability under ASC 480, Distinguishing Liabilities from Equity.

During the nine months ended September 30, 2024 and 2023, the Company issued SAFE Notes in exchange for aggregate proceeds of $10,232,000 and $11,975,000, respectively. For the nine months ended September 30, 2024, the Company received total cash proceeds of $10,232,000. For the nine months ended September 30, 2023, the Company received total cash proceeds of $11,975,000 with $340,000 of cash received from the subscription of a SAFE, for total proceeds of $12,315,000.

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Pursuant the terms of the SAFE Notes, upon a future equity financing involving preferred shares, SAFE Notes will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock equal to the amount invested under the SAFE Note divided by the lowest price per share of the standard preferred stock, or (ii) the invested amount of the SAFE Note divided by a discounted price to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap). Alternatively, upon the occurrence of a change of control, a direct listing or an initial public offering (described as a “liquidity event”) (other than a qualified financing), the investors had the option to receive either (i) cash payment equal to the invested amount under such SAFE Note, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE Note. Given the SAFE Notes included a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of common stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company, this provision required the SAFE Notes to be classified as a liability pursuant to ASC 480 because a change in control is an event that was considered not under the sole control of the Company (see Note 8).

Further, if a dissolution event occurred prior to the termination of the SAFE Notes, the investors would have been entitled to receive a portion of the related proceeds equal to the purchase amount (or the amount received for the SAFE Note).

In connection with and prior to the Business Combination, the Company and the SAFE Notes investors amended the SAFE Notes to convert in connection with the consummation of the Business Combination, all of which converted at the Closing as follows:


Legacy Oklo SAFEs	Outstanding Principal Balance of SAFE Notes Before Closing		Legacy Oklo Price Per Share Upon Conversion		Legacy Oklo Common Stock Issuable	Exchange Ratio	Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000	$	13,994,800	$	22.445945	623,487	6.062	3,779,578
Valuation cap of $500,000,000	28,562,200		37.409909		763,496	6.062	4,628,316
Total	$	42,557,000			1,386,983		8,407,894

(1) For further details, refer to Note 3.

As of September 30, 2024 and December 31, 2023, the outstanding principal balances for the SAFE Notes were $0 and $32,325,000, respectively.

8.Fair Value Measurements

The Company’s SAFE Notes were recorded at fair value on the condensed consolidated balance sheets. The fair value of the Company’s SAFE Notes were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy. The valuation used probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFE Notes will convert into certain preferred stock; (ii) a liquidity event (change of control, and initial public offering) where the SAFE noteholders will have an option to receive either a cash payment equal to the invested amount under such SAFE Note or a number of shares of common stock equal to the invested amount divided by the liquidity price; and (iii) dissolution event where the Legacy Oklo SAFE noteholders would be entitled to receive a portion of the related proceeds equal to the purchase amount. The Company determined the fair value of the SAFE Notes under the Monte Carlo simulation method which was used to estimate the future market value of invested capital (“MVIC”) of the Company at a liquidity event and the expected payment to the Legacy Oklo SAFE holders at each simulated MVIC value. The Company believes these assumptions would be made by a market participant in estimating the valuation of the SAFE Notes. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the SAFE Notes were recognized on the condensed consolidated statements of operations.

The key assumptions used in the Monte Carlo simulation are presented in the table below:

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	Immediately Prior to the Closing	As of December 31, 2023
Asset volatility (1)	83.0%	85.8%
Risk-free rate (2)	4.5%	3.8%
Expected term (3)	60 months	60 months

(1) Asset volatility measures the uncertainty about the realization of expected future returns that was estimated based on the methodologies assuming default risk based on the implied and historical volatility of the share price of peer companies.

(2) Risk-free rate based on the U.S. Treasury yield in effect at the time of SAFE Notes consistent with the expected term.

(3) The simulation considers a total 5-year term. If there are no events occurring within 5 years, then the SAFE noteholders are expected to receive their principal amount.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2024:


	Three Months Ended		Nine Months Ended
Beginning balance	$	—	$	46,042,000
SAFE Notes issued during the period	—		10,232,000
Change in fair value during the period	—		29,919,959
SAFE Notes converted during the period	—		(42,557,000)
Change in fair value upon conversion on SAFE Notes at Closing	—		(43,636,959)
Ending balance	$	—	$	—

As of September 30, 2024 and December 31, 2023, the estimated fair value of the SAFE Notes were $0 and $46,042,000, respectively. The change in fair value for the three and nine months ended September 30, 2024, as reflected in the above table, is included in other income (loss) on the condensed consolidated statements of operations.

9.Right of First Refusal Liability

On February 16, 2024, the Company entered into a letter of intent (the “LOI”) with an unrelated third party (the “third party”) for the purchase of power from the Company’s planned powerhouses to serve certain data centers in the U.S. on a 20-year timeline, and at a rate to be formally specified in one or more future Power Purchase Agreement(s) (each a “PPA”) (subject to the requirement that the price meets the market rate, discount and most favored nation terms contained in the agreement). In addition, the third party will have the right to renew and extend PPAs for additional 20-year terms.

The LOI, provides for the third party to have a continuing right of first refusal for a period of thirty-six (36) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses, for power capacity of no less than 100 MWe of energy output and up to cumulative maximum of 500 MWe of total energy output (the “ROFR”). In exchange for the ROFR and other rights contained in the LOI, in March 2024, the third party paid the Company $25,000,000 (the “Payment”). In connection with the Payment, the Company agreed to supply power at a discount to the most favored nation pricing that the Company is required to provide to the third party in a future PPA (location to be determined); provided, that pricing set out in a PPA will include an additional discount if needed such that the total savings against most favored nation pricing over the course of the PPA is equivalent to the Payment. The third party can assign its rights under the LOI, in whole or in part, at any time. As of September 30, 2024, the outstanding balance under the right of first refusal liability was $25,000,000, as reflected on the condensed consolidated balance sheets.

10.Redeemable Convertible Preferred Stock

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The following table presents the issuance of the Company’s Class A common stock after giving effect to the Exchange Ratio upon consummation of the Business Combination on a one-to-one basis immediately before the Closing for the issued and outstanding shares of the Legacy Oklo Preferred Stock:


Preferred Stock Series	Shares Issued and Outstanding Before Closing	Exchange Ratio	Class A Common Stock Issued at Closing
Preferred Stock Series A-1	4,526,703	6.062	27,440,874
Preferred Stock Series A-2	55,135	6.062	334,228
Preferred Stock Series A-3	2,004,043	6.062	12,148,509
Totals	6,585,881		39,923,611

11.Stockholders’ Equity (Deficit)

The Second Amended and Restated Certificate of Incorporation dated May 9, 2024, pursuant to the Restated Certificate filed with the Secretary of the State of Delaware (the “Restated Certificate of Incorporation”), authorized the Company to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of Class A common stock (further details are provided below), par value of $0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value of $0.0001 per share (further details are provided below). Subject to the special rights of the holders of any outstanding series of preferred stock, the number shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

Class A Common Stock

Pursuant to the terms of the Restated Certificate of Incorporation, immediately upon the effectiveness of the filing of the Restated Certificate of Incorporation, (i) each share of Class A common stock subject to redemption held by AltC stockholders (the “AltC public stockholders”) was reclassified on a one-for-one basis as one share of the Company’s Class A common stock, (ii) each share of AltC Class A common stock (i.e., the AltC private placement shares) held by the Sponsor was reclassified on a one-for-one basis as one share of the Company’s Class A common stock, and (iii) each share of AltC Class B common stock (i.e., the Founder Shares) held by the Sponsor was converted on a one-for-one basis into a share of Company’s Class A common stock (the “Sponsor stockholders”).

The holders of Class A common stock have one vote for each share of common stock held of record by such holder as of the applicable record date. Subject to the special rights of holders of any outstanding preferred stock to elect directors, there were seven (7) directors at the time of filing the Restated Certificate of Incorporation. Thereafter, the number of directors will be exclusively fixed from time to time by resolution of a majority of the Company’s board of directors (the “Board”). Subject to the special rights of holders of any outstanding series of preferred stock to elect directors, the Board is divided into three classes with the term of each director expiring on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, as follows: Class I, with a term expiring at the first annual meeting; Class II, with a term expiring at the second annual meeting; and Class III, with a term expiring at the third annual meeting.

Reserve of Class A Common Stock – Effective May 9, 2024, the Company reserved the following shares of its Class A common stock: (i) 10,432,749 shares of Class A common stock issuable upon the exercise of outstanding options under the Oklo Inc. 2016 Stock Incentive Plan (the “Legacy Oklo 2016 Plan”); (ii) 15,872,516 shares of Class A common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Equity Incentive Plan (the “2024 Plan”); and (iii) 2,441,926 shares of Class A common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). Further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP are described in Note 12.

Issuances of Class A Common Stock – During the three and nine months ended September 30, 2024, the Company issued no and 1,345,625 shares, respectively, of its Class A common stock upon the exercise of stock options with an exercise price of $0 and $439,922, respectively. During the three and nine months ended September 30, 2023,

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the Company issued 133,970 and no shares, respectively, of its Class A common stock upon the exercise of stock options with an exercise price of $38,675 and $0, respectively.

Preferred Stock

There are no shares of preferred stock issued and outstanding. The voting, dividend and liquidation rights of the holders of the Class A common stock are subject to and qualified by the rights of the holders of the preferred stock of any series as may be designated by the Board upon any issuance of the preferred stock of any series.

12.Stock-based Compensation

Legacy Oklo 2016 Plan – The Legacy Oklo 2016 Plan provided for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to eligible employees, officers, consultants, advisors and directors. Since the Legacy Oklo 2016 Plan’s inception, only stock options have been awarded under it. Stock options under the Legacy Oklo 2016 Plan are subject to a maximum term of ten (10) years. Effective as of May 9, 2024, the Company is no longer issuing new awards under the Legacy Oklo 2016 Plan. As of September 30, 2024, options to purchase 10,432,749 shares of Class A common stock were outstanding under the Legacy Oklo 2016 Plan.

2024 Plan – The 2024 Plan provides for the issuance of stock options (which may be incentive stock options or nonqualified stock options) stock appreciation rights (“SARs”), restricted stock awards, restricted stock units and other stock-based awards to eligible employees, consultants, advisors and non-employee directors. Awards under the 2024 Plan cover shares of Class A common stock. Stock options and SARs granted pursuant to the 2024 Plan are subject to a maximum term of ten (10) years. The 2024 Plan will terminate automatically ten (10) years after its adoption by the Board. As of September 30, 2024, 1,351,478 restricted stock units were outstanding under the 2024 Plan, of which 67,416 have vested and 1,284,062 remain unvested.

2024 ESPP – The 2024 ESPP provides eligible employees with an opportunity to purchase Class A common stock from the Company at a pre-determined discounted price and to pay for such purchases through payroll deductions or other approved contributions during “offering periods” under the 2024 ESPP. The 2024 ESPP will terminate automatically twenty (20) years after its adoption by the Board. As of September 30, 2024, the Company had not granted any rights to purchase Class A common stock under the 2024 ESPP.

Stock-based compensation expense charged to operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	398,153	$	34,056	$	7,293,541	$	101,055
General and administrative	1,228,211		13,347		3,457,239		43,141
Total costs charged to operations (1)	$	1,626,364	$	47,403	$	10,750,780	$	144,196

(1) Nine months ended September 30, 2024 includes $7,784,200 of incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

As of September 30, 2024, there was approximately $19,727,841 of total unrecognized compensation expense related to outstanding unvested stock-based compensation arrangements granted under the Legacy Oklo 2016 Plan and 2024 Plan. The cost is expected to be recognized over a weighted-average period of 3.69 years.

13.Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in

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pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

The income tax provision effective tax rate for the three and nine months ended September 30, 2024 and 2023 was (0.6)% and 0.0%, respectively.

The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. During the nine months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $388,584 and $0, respectively, as a result of interest and dividend income from investments, which caused the quarterly and year-to-date effective tax rate (“ETR”) to increase from the Company’s historical annual ETR. The tax expense is composed of state current income taxes and is accounted for as a discrete tax item. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company had provided a valuation allowance against most of the deferred tax assets as of September 30, 2024 and 2023.

As of September 30, 2024 and 2023, the Company had no uncertain tax positions or interest and penalties accrued.

14.Commitments and Contingencies

Contract commitments

The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become involved in litigation matters arising in the ordinary course of business. The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation. There were no contingent liabilities as of September 30, 2024.

15.Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements.

Vesting of Earnout Awards

In connection with each Earnout Triggering Event and each Vesting Triggering Event (each a “Triggering Event”), which occurred between November 5, 2024 and November 13, 2024, the Company expects to issue approximately 14,700,000 shares of its Class A common stock (after taking into consideration the forfeiture for no consideration of 300,000 Earnout Shares, where the Company expects to issue an equivalent number of restricted stock units to certain employees pursuant to its 2024 Plan, the terms and conditions of which have not yet been determined) for the Earnout Shares within five business days of each Earnout Triggering Event (less applicable tax withholdings for Earnout Shares attributable to Legacy Oklo vested options) and release from vesting restrictions 12,500,000 shares of its Class A common stock for the Founder Shares upon each Vesting Triggering Event. Each Triggering Event occurred by virtue of the trading price being equal to or greater than per share price for each Triggering Event for 20 trading days within a 60 consecutive trading day period.

Atomic Alchemy Acquisition

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provides for the Company being in a position to execute a definitive agreement for a proposed $25 million all-stock transaction, subject to customary due diligence.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the nine months ended September 30, 2024 and 2023, should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Registration Statement on Form S-1, as amended (File No. 333-280344) (the “Form S-1”), which was declared effective on September 18, 2024. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Special Note Regarding Forward-Looking Statements.”

Overview

We were founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. According to Fortune, global demand for reliable, clean energy is growing rapidly, with 63% of Fortune Global companies publicly committing to emissions reductions by 2050, and the International Energy Agency expects global spending on clean energy technologies and infrastructure to reach $2 trillion in 2024. We are pursuing two complementary tracks to address this demand: providing reliable, commercial-scale energy to customers and selling used nuclear fuel recycling services to the U.S. market.

We are developing next-generation fast fission power plants called “powerhouses.” In our differentiated build, own, and operate business model, we plan to sell power in the forms of electricity and heat directly to customers, which we believe can allow for fast-tracked customer adoption. In addition, we are a leader in the nuclear industry in the development of fuel recycling, which can unlock the energy content of used fuel; we also believe this business unit can complement our market position by vertically integrating and securing our fuel supply chain.

The fast fission technology we are working to commercialize was demonstrated by the Experimental Breeder Reactor-II (“EBR-II”), a fast fission plant that was operated by the U.S. government for 30 years. Our powerhouse product line, called the “Aurora,” builds on this legacy of proven and demonstrated technology. Our Aurora powerhouse product line is designed to be inherently safe, to be able to run on fresh or recycled fuel, and to produce 15-50 megawatts electric (“MWe”) and with the potential to expand powerhouse size to produce 100 MWe of electricity. Because the Aurora powerhouses are designed to operate by harnessing the power of high-energy, or “fast,” neutrons, they are expected to be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power plants, which is currently considered nuclear waste. We estimate there is enough energy in the form of nuclear waste globally to meet the projected U.S. demand for electricity for 100 years with fast fission power plants.

We have achieved several significant deployment and regulatory milestones for deploying our Aurora powerhouses. Notably, we secured a site use permit from the U.S. Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) site and received a fuel award from INL for a commercial Aurora powerhouse in Idaho. Additionally, we have successfully completed the second phase of the thermal hydraulic testing campaign in collaboration with Argonne National Laboratory (“Argonne”). The DOE and INL have completed the environmental compliance process addressing the DOE requirements for site characterization at our first commercial advanced fission power plant site at the INL. This process, resulting in an Environmental Compliance Permit, marks a milestone as we advance our plans to deliver the first commercial advanced fission power plant in the United States. On September 25, 2024, we announced the finalization of a Memorandum of Agreement (“MOA”) with the DOE Idaho Operations Office. This MOA grants Oklo access to conduct site investigations at its preferred site in Idaho, marking a key step toward the next phase of site preparation and construction.

We announced plans and entered into a land rights agreement for two additional Aurora powerhouses in southern Ohio. Furthermore, we have been tentatively selected to provide power and heat to Eielson Air Force Base. Our robust pipeline of potential customer engagements span a number of industries. We have signed additional non-binding letters of intent with Equinix, Diamondback Energy, and Prometheus Hyperscale (formerly Wyoming Hyperscale), and has received two other letters of intent to provide an additional 750 MWe of energy for data center customers, which could bring our current total deployment of Aurora powerhouses to over 2,100 MWe in capacity - nearly a 200% increase since our business combination announcement in July 2023. The early market

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interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model. Our first Aurora powerhouse is targeted for deployment in 2027.

In addition to deployment milestones, we have made significant progress in our recycling efforts and in securing fuel. The DOE has reviewed and approved Oklo's Safety Design Strategy (SDS) and the Conceptual Safety Design Report for Oklo's Aurora Fuel Fabrication Facility at INL, key milestones as Oklo advances toward its goal of utilizing recovered nuclear material to fuel its first commercial Aurora powerhouse. We successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL. This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility.

Moreover, we have previously formed a non-binding strategic partnership with Atomic Alchemy. This partnership aims to combine Oklo’s expertise in building and operating fast reactors and fuel recycling with Atomic Alchemy’s expertise in isotope production. Together, we aim to meet the increasing demands for isotopes in medical, energy, industry, and science applications.

Our Business Model

Our primary product will be the energy produced from our Aurora powerhouses once operational. Our planned business model is to sell the energy to customers via power purchase agreements (“PPAs”), as opposed to selling our powerhouse designs. This business model allows for recurring revenue, the opportunity to capture profitability upon improved operational efficiency, and enables novel project financing structures. This business model sets us apart from the traditional nuclear power industry, other companies in the advanced fission industry, and other larger scale energy types such as natural gas. Selling power via PPAs is a common practice within the renewable energy and utilities sectors and indicates that this business model could be feasible for power plants within the size range targeted by our Aurora product line (i.e., starting with 15 MWe and 50 MWe, and ranging upward to anticipated sizes of 100 MWe).

The traditional nuclear power industry comprises developers of large (ranging from approximately 600 MWe to over 1,000 MWe) light water reactors that sell or license their reactor designs to large utilities that then construct and operate the nuclear power plant. The developer’s focus on regulatory approval of the design may lock in certain lifecycle regulatory costs that are realized by the owner-operator during construction and operations. As a result, lifecycle cost implications are generally not addressed cohesively between the developer and the owner-operator, and the regulatory strategy does not holistically implement the lifecycle benefits of the technology’s inherent safety characteristics. To date, the advanced fission industry is largely following the historical blueprint of developers seeking design certifications or approvals, and utilities bearing the future burden of licensing for construction and operations. While there are a number of advanced reactor designers developing smaller sized reactors than those traditionally used in the nuclear power industry, most of these developers are generally pursuing regulatory approval of groupings of these smaller reactors as part of singular larger plants, sizes of 200 MWe and up to 1,000 MWe.

In contrast, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 50 MWe and up to 100 MWe). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry that divides the incentives and responsibilities between the developer and the utility.

Selling electricity under PPAs follows an established revenue model in global power markets. While this model is more typically used for renewable energy solutions, we believe it is a compelling model for us because of the relatively small size and the lower expected capital costs of our powerhouses, when compared with other nuclear power plants. In addition, our model is designed to generate recurring revenue in a way that the traditional licensing model does not. For example, in the traditional technology licensing model, after the sale of the design, recurring revenue is dependent upon the sale of service contracts, including fuel services, which may result in prices being undercut by intermediaries. We expect our powerhouses to be profitable from the first year of operation due to our anticipated favorable unit economics. We also believe this approach will drive unit growth and allow us to ultimately launch higher output versions of our powerhouses.

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We believe that our potential customers want to buy power, rather than own or operate power plants, and will provide affordable solutions that meet their environmental and operational goals. We plan to further accelerate customer adoption by offering minimal to potentially zero upfront costs and quick delivery times. With non-binding letters of intent from potential customers for over 2,100 MWe, we believe our powerhouses are an ideal fit for target markets in decentralized use cases, such as data centers, national defense, factories, industrial customers, off-grid and rural customers and utilities.

In addition to selling power under PPAs, we believe we have an embedded opportunity to enhance our mission with our advanced nuclear fuel recycling technology. We are actively developing nuclear fuel recycling capabilities with the goal of deploying a commercial-scale fuel recycling facility in the United States by the 2030s. Used nuclear fuel waste still contains more than 90% of its energy content, and we believe there is enough energy in the form of used nuclear fuel globally to power the expected electrical needs in the United States for 100 years with fast fission power plants. According to the DOE, more than 90,000 metric tons of used nuclear fuel waste have been generated since 1950, and an additional 2,000 metric tons are generated every year. Currently, other countries recycle used nuclear fuel waste, but the United States does not, and there is an enormous opportunity to do so. Our reactors are specifically designed to run on either fresh or recycled nuclear fuel, and nuclear fuel recycling could provide future margin uplift for our power sales business, as well as the potential for new revenue streams.

Recent Developments

Atomic Alchemy Acquisition

On November 7, 2024, the Company entered into a term sheet (the “Term Sheet”) with Atomic Alchemy, whereby Atomic Alchemy has agreed to negotiate exclusively through a certain date, pursuant to an exclusivity agreement dated September 30, 2024 in connection with the proposed acquisition of Atomic Alchemy. The Term Sheet provides for the Company being in a position to execute a definitive agreement for a proposed $25 million all-stock transaction, subject to customary due diligence.

Business Combination

On May 9, 2024, we consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among us, AltC Acquisition Corp., a Delaware corporation (“AltC”) and AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Oklo Inc., with Oklo Inc. surviving the merger as a wholly owned subsidiary of AltC (following the merger Oklo Inc. changed its name to Oklo Technologies, Inc. and herein after referred to as “Legacy Oklo”) (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc.

Our Class A common stock commenced trading on the NYSE under the symbol “OKLO” on May 10, 2024.

In connection with the Business Combination, we received proceeds of $276,209,768, and after transaction costs and advisor fees, we received net proceeds of $260,859,623. Further details related to the Business Combination are provided in Note 3 in our accompanying condensed consolidated financial statements.

In connection with the Business Combination, the following shares of Class A common stock are outstanding: (i) 1,450,000 private placement shares held by the Sponsor subject to certain provisions under the Sponsor Agreement, (ii) 12,500,000 Founder Shares held by the Sponsor subject to certain vesting conditions under the Sponsor Agreement (between November 5, 2024 and November 13, 2024 the Founder Shares vesting conditions were met), and (iii) 15,000,000 shares were reserved for the potential future issuance of the Earnout Shares (between November 12, 2024 and November 13, 2024, the Earnout Shares vesting conditions were met), which includes certain shares held by Legacy Oklo vested options holders’ for the contingent right to receive a pro rata share of the Earnout Shares at Closing. Further details related to the Business Combination and Vesting of Earnout Shares are provided in Note 3 and Note 15, respectively, in our accompanying condensed consolidated financial statements.

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Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges. As a result, we are subject to continuing risks and uncertainties. For additional information, see the sections titled “Risk Factors” included in the Form S-1 and in this Quarterly Report.

Product Development Plan

We plan to leverage the next-generation fast fission powerhouses that we are developing in order to sell power to a variety of potential customers, including data centers, national defense, factories, industrial customers, off-grid and rural customers and utilities.

Commercial deployment of any advanced fission power plant requires obtaining regulatory approvals for design, construction, and operation. Our regulatory strategy has been focused on a custom combined license application. We submitted an initial custom combined license application with the Nuclear Regulatory Commission (“NRC”) in March 2020, which was denied without prejudice in 2022, and we are working toward submitting an updated custom combined license application for review. In March 2020, we became the first advanced fission company to submit a custom combined license application, and we remain the only such company to do so. It is uncertain when, if at all, we will obtain regulatory approvals for the design, construction, and operation of any of our powerhouses. Our financial condition and results of operation are likely to be materially and adversely affected if we do not obtain such approvals and to the extent this process takes longer or costs more than we expect.

Additionally, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 50 MWe, and exploring 100+ MWe designs). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry that divides the incentives and responsibilities between the developer and the utility. However, this model exposes us directly to the costs of building, owning, and operating our powerhouses. Our cost projections are heavily dependent upon fuel and raw materials (such as steel), equipment and technical and construction service providers (such as engineering, procurement, and construction firms). The global supply chain, on which we will rely, has been significantly impacted in recent years by inflation, instability in the banking sector, war and other hostilities, and other economic uncertainties, resulting in potential significant delays and cost fluctuations. Similar developments in the future may impact our performance from both a deployment and cost perspective.

Plan of Operations

To further our target of deploying our first powerhouse in 2027, during 2024, we have been engaged in the following key initiatives:

•Progressing regulatory approval with the NRC, including a Pre-Application Readiness Assessment for our next Combined Operating Licensing Agreement, expected to begin in the first half of 2025.

•Initiating regulatory pre-application related activities with the NRC for licensing of commercial fuel fabrication.

•Continuing work related to fuel recycling, such as pre-application regulatory alignment efforts with the NRC, research and development, both independently and in conjunction with the DOE, focused on facility and process design.

•Working with INL on fuel manufacturing, including preparation of documentation for regulatory review and finalization of the facility design.

•Advancing partnerships related to fuel enrichment, fuel fabrication, and other key supply chain elements, as well as other procurement activities to expand our fuel sourcing supply chain.

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•Executing on key non-fuel elements of our supply chain including, steam turbine generator sourcing, steel, and other construction inputs.

•Progressing engineering procurement and construction negotiations for construction of Aurora powerhouses.

•Initiating site preparation for announced facilities at the INL, and Piketon, Ohio as well as other announced projects with Equinix, Diamondback Energy, Prometheus Hyperscale, and projects yet to be announced but where we have initiated commercial discussions.

•Negotiating and executing additional letters of intent to purchase power through power purchase agreements with multiple potential customers.

•Negotiating and trading term sheets and binding power purchases agreements with customers who have previously signed nonbinding agreements such as letters of intent to purchase power.

•Continuing to hire additional personnel and implement processes and systems necessary to deliver our business strategy.

For the nine months ended September 30, 2024 and the year ended December 31, 2023, our total operating expenses were $37,422,453 and $18,636,017, respectively. We expect our total operating expenses for 2024 to be in the range of $40,000,000 to $50,000,000.

Nuclear Energy Industry

The nuclear energy industry operates in a politically sensitive environment, and the successful execution of our business model is dependent upon public support for nuclear power, in general, in the U.S. and other countries. Recently, the U.S. government has indicated through bipartisan action that it recognizes the importance of nuclear power in meeting the United States’ growing energy needs. However, the current political environment in the U.S. could change at any time, including in response to events and circumstances over which we exercise no control and the perception of such events and circumstances. Additionally, opposition by third parties could delay the licensing that our business model requires. As a result, our performance will depend in part on factors generally affecting the views and policies regulating nuclear energy industry, which we cannot predict over the long term.

Key Components of Results of Operations

Operating Expenses

Our operating expenses consist of research and development and general and administrative expenses.

Research and Development

Research and development (“R&D”) expenses represent costs incurred to develop our technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs. We expense all R&D costs in the periods in which they are incurred; however, occasionally, the reimbursement would be received in the following period.

We have several recycling technology projects awarded as R&D cost-share projects (the “cost-share projects”) through the Department of Energy’s Advanced Research Projects Agency – Energy (“ARPA-E”) and the DOE Technology Commercialization Fund (“TCF”). The ARPA-E and TCF projects do not involve any funds being reimbursed to us. A budget was initially approved for each of these cost-share projects, and as certain expenses and capital expenditures for equipment are incurred, such expenses or capital expenditures are reported to ARPA-E and then a pre-determined percentage of such expenses or capital expenditures are reimbursed by ARPA-E back to us. The expenses are categorized as R&D expenses, which are then partially reimbursed.

General and Administrative

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Our general and administrative (“G&A”) expenses primarily comprise various components not related to R&D, such as personnel costs, regulatory fees, promotion expenses, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, audit, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation expenses. As we continue to grow and expand our workforce and operations, and in light of the increased costs associated with operating as a public company, we anticipate that our G&A expenses will rise for the foreseeable future.

Other Income (Loss)

Other income (loss) consists of interest and dividend income and the remeasurement gains and losses related to simple agreements for future equity (“SAFEs”).

Income Taxes

Income taxes primarily consist of income taxes in certain jurisdictions in which we conduct business. We have a full valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to research and development. Prior to the Business Combination, because we are pre-revenue, income taxes have been minimal. After the Business Combination, as a result of our interest and dividend income from our investments, federal and state income taxes may be incurred, after available tax deductions, including available carryovers.

Liquidity and Capital Resources

As of September 30, 2024, our cash, cash equivalents and marketable debt securities were $288,470,604, which includes the proceeds received from the Business Combination. We continue to incur significant operating losses. For the nine months ended September 30, 2024, we had a net loss of $63,327,233, loss from operations of $37,422,453, and net cash used in operating activities of $24,920,638. As of September 30, 2024, we had accumulated deficits of $124,820,677. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop our powerhouses.

We will utilize our existing cash, cash equivalents and marketable debt securities to fund our powerhouses, operations and growth plans. We believe that, as a result of the Business Combination, our existing cash, cash equivalents and marketable debt securities will be sufficient to fund our operations for the one-year period following the issuance date of the accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Commitments and Contractual Obligations

We do not have any material commitments or contractual obligations, other than with respect to the leases under which we lease real estate for office space. These leases are classified as operating leases and expire on December 1, 2026. See Note 5 in our accompanying condensed consolidated financial statements for more information regarding our commitments and contractual obligations.

Cash Flows Comparison

The following table sets forth our cash flows for the period indicated.

Comparison for the Nine Months Ended September 30, 2024 and 2023

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	Nine Months Ended September 30,
	2024		2023
Net cash used in operating activities	$	(24,920,638)	$	(10,373,637)
Net cash used in investing activities	(193,971,237)		(60,087)
Net cash provided by financing activities	300,824,041		10,790,117
Net increase in cash and cash equivalents	$	81,932,166	$	356,393
Cash and cash equivalents, end of period	$	91,799,754	$	10,009,921

Operating Activities

Net cash used in operating activities of $24,920,638 during the nine months ended September 30, 2024 was primarily attributable to our net loss of $63,327,233, consisting of a $2,183,419 increase in our working capital and partially offset by $40,590,014 in noncash adjustments. Noncash adjustments consisted of $180,420 in depreciation and amortization, $29,919,959 in loss upon change in fair value of SAFEs, $10,750,780 in share-based compensation, and $261,145 interest income reflected upon accretion of discount on marketable securities. The $2,183,419 increase in working capital was primarily due to a $833,202 use of cash for prepaid and other current assets, a $1,924,326 use of cash for accounts payable and a $89,639 use of cash in other assets, partially offset by a $33,409 increase for the operating lease liabilities and a $630,339 increase for accrued expenses and other. Our cash used in operating activities of $28,674,672, consisted primarily of $12,925,424 of cash paid for payroll and employee benefits of personnel and $15,749,248 of cash paid for professional services (related to consulting, legal and accounting fees), occupancy costs, travel, entertainment and other expenses.

Net cash used in operating activities of $10,373,637 during the nine months ended September 30, 2023 was primarily attributable to our net loss of $17,851,758, partially offset by $6,758,710 in noncash adjustments and a $719,411 decrease in our working capital. Noncash adjustments consisted of $36,514 in depreciation and amortization, $6,578,000 in loss upon change in fair value of SAFEs, and $144,196 in share-based compensation. The $719,411 decrease in working capital was primarily due to a $81,974 decrease for prepaid and other assets, a $25,909 decrease in other assets, a $203,972 increase for accounts payable and a $423,118 increase for accrued expenses and other, partially offset by a $15,562 use of cash for the operating lease liabilities. Our cash used in operating activities of $10,452,938 consisted primarily of $6,698,063 of cash paid for payroll and employee benefits of personnel and $3,754,875 of cash paid for professional services (related to legal and accounting fees), occupancy costs, travel, entertainment and other expenses.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2024 was due primarily to $282,619 use of cash on the purchase of discretionary property and equipment, $261,081,678 use of cash on the purchase of marketable securities, partially offset by $67,393,060 of proceeds from redemptions of marketable securities.

Net cash used in investing activities for the nine months ended September 30, 2023 was due to the purchase of property and equipment of $60,087.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 consisted of the proceeds from recapitalization of $276,209,768, proceeds from right of first refusal liability of $25,000,000, proceeds from the issuance of SAFEs of $10,232,000 and proceeds from the exercise of stock options of $439,922, partially offset by payment of deferred issuance costs of $11,057,649.

Net cash provided by financing activities for the nine months ended September 30, 2023 consisted of the proceeds from the issuance of SAFEs of $12,315,000, as well as proceeds from the exercise of stock options of $38,675, partially offset by payment of deferred issuance costs of $1,563,558.

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Results of Operations

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

Comparison of the Three Months Ended September 30, 2024 and 2023

The following table sets forth our historical results for the periods indicated, and the changes between periods:


	Three Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Operating expenses
Research and development	$	5,049,070	$	1,707,457	$	3,341,613	195.7	%
General and administrative	7,232,018		2,956,338		4,275,680		144.6	%
Total operating expenses	12,281,088		4,663,795		7,617,293		163.3	%
Loss from operations	(12,281,088)		(4,663,795)		(7,617,293)		163.3	%
Other income (loss)
Change in fair value of simple agreements for future equity	—		(4,083,000)		4,083,000		NM
Interest and dividend income	2,546,886		78,839		2,468,047		NM
Total other income (loss)	2,546,886		(4,004,161)		6,551,047		(163.6	%)
Loss before income taxes	(9,734,202)		(8,667,956)		(1,066,246)		12.3	%
Income taxes	(224,963)		—		(224,963)		NM
Net loss	$	(9,959,165)	$	(8,667,956)	$	(1,291,209)	14.9	%

Percentage changes that are considered not meaningful are denoted with “NM.”

Research and Development

The following table sets forth R&D expenses by category:


	Three Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Payroll and employee benefits of research and development personnel	$	3,152,600	$	1,427,010	$	1,725,590	120.9	%
Stock-based compensation	398,153		34,056		364,097		NM
Professional services	664,333		—		664,333		NM
Travel, entertainment and other expenses	208,438		47,569		160,869		338.2	%


Other	625,546		198,822		426,724		214.6	%
Total research and development expenses	$	5,049,070	$	1,707,457	$	3,341,613	195.7	%

R&D expenses increased by $3,341,613, or 195.7%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was primarily due to an increase of $1,725,590 in payroll and employee benefits of research and development personnel attributable to an increase in the weighted-average headcount of approximately 86.5% and an increase in salary over the prior period, an increase of $364,097 in stock-based compensation expenses, an increase of $664,333 in professional services, an increase of $160,869 in travel, entertainment and other expenses, and an increase of $426,724 in other expenses.

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General and Administrative

The following table sets forth G&A expenses by category:


	Three Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Payroll and employee benefits of general corporate functions and finance personnel	$	1,940,411	$	1,259,957	$	680,454	54.0	%
Stock-based compensation	1,228,211		13,347		1,214,864		NM
Regulatory fees	55,600		141,165		(85,565)		(60.6	%)
Professional services	3,016,261		1,102,738		1,913,523		173.5	%



Travel, entertainment and other	991,535		439,131		552,404		125.8	%
Total general and administrative expenses	$	7,232,018	$	2,956,338	$	4,275,680	144.6	%

G&A expenses increased by $4,275,680, or 144.6% for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was primarily due to an increase of $680,454 in payroll and employee benefits of general corporate functions and finance personnel attributable to an increase in the weighted-average headcount of approximately 64.4% and average salary over the prior period, an increase of $1,214,864 in stock-based compensation expenses, an increase of $1,913,523 in professional services primarily due to an increase in legal and accounting fees, and an increase of $552,404 related to travel, entertainment and other expenses, partially offset by a decrease of $85,565 in regulatory fees.

Other Income (Loss)

The following table sets forth other income (loss):


	Three Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Change in fair value of SAFEs	$	—	$	(4,083,000)	$	4,083,000	NM
Interest and dividend income	2,546,886		78,839		2,468,047		NM
Total other income (loss)	$	2,546,886	$	(4,004,161)	$	6,551,047	(163.6	%)

The change in fair value of SAFEs increased by $4,083,000 for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was due to the removal of SAFE notes at the time of the Business Combination, resulting in no fair value impact of SAFEs for the three months ended September 30, 2024.

Interest and dividend income increased by $2,468,047 for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was primarily due to an increase in interest and dividend income related to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period.

Comparison of the Nine Months Ended September 30, 2024 and 2023

The following table sets forth our historical results for the periods indicated, and the changes between periods:

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	Nine Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Operating expenses
Research and development	$	19,428,854	$	5,457,176	$	13,971,678	256.0	%
General and administrative	17,993,599		5,895,883		12,097,716		205.2	%
Total operating expenses	37,422,453		11,353,059		26,069,394		229.6	%
Loss from operations	(37,422,453)		(11,353,059)		(26,069,394)		229.6	%
Other loss
Change in fair value of simple agreement for future equity	(29,919,959)		(6,578,000)		(23,341,959)		354.8	%
Interest and dividend income	4,403,763		79,301		4,324,462		NM
Total other loss	(25,516,196)		(6,498,699)		(19,017,497)		292.6	%
Loss before income taxes	(62,938,649)		(17,851,758)		(45,086,891)		252.6	%
Income taxes	(388,584)		—		(388,584)		NM
Net loss	$	(63,327,233)	$	(17,851,758)	$	(45,475,475)	254.7	%

Percentage changes that are considered not meaningful are denoted with “NM.”

Research and Development

The following table sets forth R&D expenses by category:


	Nine Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Payroll and employee benefits of research and development personnel	$	8,369,974	$	4,143,443	$	4,226,531	102.0	%
Stock-based compensation	7,293,541		101,055		7,192,486		NM
Professional services	1,161,814		4,386		1,157,428		NM
Travel, entertainment and other expenses	716,369		304,847		411,522		135.0	%


Other	1,887,156		903,445		983,711		108.9	%
Total research and development expenses	$	19,428,854	$	5,457,176	$	13,971,678	256.0	%

R&D expenses increased by $13,971,678, or 256.0%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase was primarily due to an increase of $4,226,531 in payroll and employee benefits of research and development personnel attributable to an increase in the weighted-average headcount of approximately 74.6% and an increase in salary over the prior period, an increase of $7,192,486 in stock-based compensation expenses (primarily from $6,129,200 incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing), and an increase of $1,157,428 in professional services, an increase of $411,522 in travel, entertainment and other expenses, and an increase of $983,711 in other expenses.

General and Administrative

The following table sets forth General and Administrative expenses by category:


	Nine Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Payroll and employee benefits of general corporate functions and finance personnel	$	4,853,566	$	2,705,464	$	2,148,102	79.4	%
Stock-based compensation	3,457,239		43,141		3,414,098		NM
Regulatory fees	296,282		421,634		(125,352)		(29.7)	%
Professional services	7,033,784		1,841,262		5,192,522		282.0	%



Travel, entertainment and other	2,352,728		884,382		1,468,346		166.0	%
Total general and administrative expenses	$	17,993,599	$	5,895,883	$	12,097,716	205.2	%

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G&A expenses increased by $12,097,716, or 205.2% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase was primarily due to an increase of $2,148,102 in payroll and employee benefits of general corporate functions and finance personnel attributable to an increase in the weighted-average headcount of approximately 54.8% and average salary over the prior period, an increase of $3,414,098 in stock-based compensation expenses (primarily from $1,655,000 incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing), an increase of $5,192,522 in professional services primarily due to an increase in legal and accounting fees, and an increase of $1,468,346 related to travel, entertainment and other expenses, partially offset by a decrease of $125,352 in regulatory fees.

Other Income (Loss)

The following table sets forth other income (loss):


	Nine Months Ended September 30,				2024 versus 2023
	2024		2023		$ Change		% Change
Change in fair value of SAFEs	$	(29,919,959)	$	(6,578,000)	$	(23,341,959)	354.8	%
Interest and dividend income	4,403,763		79,301		4,324,462		NM
Total other loss	$	(25,516,196)	$	(6,498,699)	$	(19,017,497)	292.6	%

The change in fair value of SAFEs of $29,919,959 for the nine months ended September 30, 2024, represents the remeasurement loss in the fair value related to the SAFEs as compared to the fair value as of December 31, 2023.

Interest and dividend income increased by $4,324,462 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase was primarily due to an increase in interest and dividend income related to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period.

Critical Accounting Estimates

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the condensed consolidated financial statements. See Note 2 in our accompanying condensed consolidated financial statements for a description of our significant accounting policies.

Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations:

Deemed Dividend

We recorded a deemed dividend attributable to the Class A common stockholders for the Earnout Shares and Founder Shares, based on the fair value at Closing of the Business Combination as determined by an independent third-party valuation of fair value using a Monte Carlo simulation with key inputs and assumptions, such as the per share stock price at Closing, term, dividend yield, risk-free rate, and volatility. The determination of the fair value involves certain judgments and estimates, primarily due to the volatility of our stock price and the uncertain timing of earnout conditions. The Monte Carlo simulation method requires assumptions that are inherently subjective, including stock price volatility that was estimated based on industry peer data due to our limited

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trading history, introducing an element of judgment in assessing comparability. The risk-free rate was based on U.S. Treasury rates, selected to match the expected term of the earnout provisions, and a zero-dividend yield was assumed. The expected term was estimated based on management’s assessment of when the Earnout Shares and Founder Shares would likely be issued, factoring in potential market conditions and shareholder behavior. Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements, affecting our net loss per share attributable to common stockholders.

For additional information regarding the deemed dividend on the Earnout Shares and Founder Shares, see Note 3, Business Combination, in the accompanying condensed consolidated financial statements.

Stock-based Compensation

We account for stock-based compensation by measuring and recognizing expense for all stock-based payments made to employees and non-employees based on the estimated grant-date fair values over each recipient’s requisite service period, which is generally the vesting period. We estimate the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions, such as our Legacy Oklo common stock fair value, stock price volatility, and expected option lives to value stock-based compensation.

In connection with our Business Combination, we recorded an incremental cost related to the modification of Legacy Oklo’s awards that were outstanding at Closing, for the vested option holders’ contingent right to receive a pro rata share of the Earnout Shares in the future. The incremental costs were based on the fair value of the Earnout Shares, as determined by an independent third-party valuation of fair value using a Monte Carlo simulation with key inputs and assumptions, such as the per share stock price at Closing, term, dividend yield, risk-free rate, and volatility. The determination of the fair value involves certain judgments and estimates as outlined above (refer to Deemed Dividend). For additional information regarding the impact of incremental costs on the Earnout Shares and Founder Shares, see Note 3, Business Combination, in the accompanying condensed consolidated financial statements.

Simple Agreements for Future Equity

We record our Legacy Oklo SAFEs at fair value that require significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFEs will convert into certain preferred stock; (ii) a liquidity event where the SAFE noteholders will have an option to receive either a cash payment equal to the invested amount under such SAFE Note, or a number of shares of common stock equal to the invested amount divided by the liquidity price; and (iii) a dissolution event where the SAFE noteholders will be entitled to receive a portion of the related proceeds equal to the purchase amount. We utilized an independent third-party to determine the fair value of the SAFEs under the Monte Carlo simulation method, which was used to estimate the future market value of our invested capital (“MVIC”) at a liquidity event and the expected payment to the SAFE holders at each simulated MVIC value. We believe these assumptions would be made by a market participant in estimating the valuation of the SAFEs. We assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

There is substantial judgment in selecting the assumptions which we use to determine the fair value of the SAFEs and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause there to be differences in the resulting fair value. If the fair value were to increase, the amount of loss that would result would also increase. Conversely, if the fair value were to decrease, the amount of expense would decrease.

Emerging Growth Company Status

The Company is classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We could retain EGC status until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer qualify for EGC status as of the following December 31.

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Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for a discussion about Recently Issued and Not Adopted Accounting Standards as of the date of this report. There has been no adoption of any new or recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2024 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute

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assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to claims and litigation arising in the ordinary course of business. We are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There are numerous factors that affect our business and operating results, many of which are beyond our control. There are no material changes to the risk factors previously disclosed under the “Risk Factors” section in the Form S-1.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference, in each case as indicated below.

EXHIBIT INDEX


Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
31.1*						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Office r Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of P rincipal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF *						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith.

** Furnished herewith. This certification that is furnished herewith is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Oklo Inc.
	(Registrant)
Date: November 14, 2024	By:	/s/ JACOB DEWITTE
		Jacob DeWitte
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 14, 2024	By:	/s/ R. CRAIG BEALMEAR
		R. Craig Bealmear
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, Jacob DeWitte, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q of Oklo Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 14, 2024

	OKLO INC.

	By:	/s/ Jacob DeWitte
	Name:	Jacob DeWitte
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, R. Craig Bealmear, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q of Oklo Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 14, 2024

	OKLO INC.

	By:	/s/ R. Craig Bealmear
	Name:	R. Craig Bealmear
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oklo Inc. (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), each of Jacob DeWitte, Chief Executive Officer, and R. Craig Bealmear, Chief Financial Officer of the Company certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes‑Oxley Act of 2002, that, to the best of his knowledge:

•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	November 14, 2024

	OKLO INC.

	By:	/s/ Jacob DeWitte
	Name:	Jacob DeWitte
	Title:	Chief Executive Officer
		(Principal Executive Officer)


			OKLO INC.

			By:			/s/ R. Craig Bealmear
			Name:			R. Craig Bealmear
			Title:			Chief Financial Officer
						(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40583
Registrant Name	Oklo Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2292473
Entity Address, Address Line One	3190 Coronado Dr.
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
City Area Code	650
Local Phone Number	550-0127
Entity Address, Postal Zip Code	95054
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	OKLO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		122,096,270
Document Fiscal Year Focus	2024
Central Index Key	0001849056
Amendment Flag	false
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($)

Sep. 30, 2024

Dec. 31, 2023

^[1]

Current assets:

Cash and cash equivalents

$ 91,799,754

$ 9,867,588

Marketable securities

139,590,389

Total prepaid and other current assets

3,436,207

4,330,465

Total current assets

234,826,350

14,198,053

Marketable securities

57,080,461

Property and equipment, net

679,870

577,671

Operating lease right-of-use assets

1,092,152

82,677

Other assets

115,000

25,361

Total assets

293,793,833

14,883,762

Current liabilities:

Accounts payable

361,240

2,273,823

Accrued expenses and other

4,019,173

835,541

Operating lease liabilities

466,624

93,935

Total current liabilities

4,847,037

3,203,299

Operating lease liabilities, net of current portion

670,195

Simple agreements for future equity

46,042,000

Right of first refusal liability

25,000,000

Total liabilities

30,517,232

49,245,299

Commitments and contingencies (Note 14)

Stockholders' equity (deficit):

Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 122,096,270 and 69,242,940 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

12,210

6,924

Additional paid-in capital

385,363,981

27,124,983

Accumulated deficit

(124,820,677)

(61,493,444)

Accumulated other comprehensive income

2,721,087

Total stockholders’ equity (deficit)

263,276,601

(34,361,537)

Total liabilities and stockholders’ equity

$ 293,793,833

$ 14,883,762

[1]	(1) Derived from audited financial statements.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	May 09, 2024	May 08, 2024	Dec. 31, 2023	Nov. 05, 2018
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001
Common stock, authorized (in shares)	500,000,000	501,000,000		500,000,000
Common stock, issued (in shares)	122,096,270			69,242,940	39,923,611
Common stock, outstanding (in shares)	122,096,270	122,096,270	1,386,983	69,242,940

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Research and development	$ 5,049,070	$ 1,707,457	$ 19,428,854	$ 5,457,176
General and administrative	7,232,018	2,956,338	17,993,599	5,895,883
Total operating expenses	12,281,088	4,663,795	37,422,453	11,353,059
Loss from operations	(12,281,088)	(4,663,795)	(37,422,453)	(11,353,059)
Other income (loss)
Change in fair value of simple agreements for future equity	0	(4,083,000)	(29,919,959)	(6,578,000)
Interest and dividend income	2,546,886	78,839	4,403,763	79,301
Total other income (loss)	2,546,886	(4,004,161)	(25,516,196)	(6,498,699)
Loss before income taxes	(9,734,202)	(8,667,956)	(62,938,649)	(17,851,758)
Income taxes	(224,963)	0	(388,584)	0
Net loss	(9,959,165)	(8,667,956)	(63,327,233)	(17,851,758)
Deemed dividend - earnout and founder shares	0	0	(487,934,600)	0
Net loss attributable to common stockholders	$ (9,959,165)	$ (8,667,956)	$ (551,261,833)	$ (17,851,758)
Net loss per share:
Basic (in dollars per share)	$ (0.08)	$ (0.13)	$ (0.65)	$ (0.32)
Diluted (in dollars per share)	(0.08)	(0.13)	(0.65)	(0.32)
Net loss per share attributable to common stockholders:
Basic (in dollars per share)	(0.08)	(0.13)	(5.65)	(0.32)
Diluted (in dollars per share)	$ (0.08)	$ (0.13)	$ (5.65)	$ (0.32)
Weighted-average number of shares outstanding - basic (in shares)	122,134,375	68,450,929	97,581,987	55,502,066
Weighted-average number of shares outstanding - diluted (in shares)	122,134,375	68,450,929	97,581,987	55,502,066

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (9,959,165)	$ (8,667,956)	$ (63,327,233)	$ (17,851,758)
Other comprehensive income:
Change in unrealized gains on marketable debt securities	2,303,068	0	2,721,087	0
Total comprehensive loss	$ (7,656,097)	$ (8,667,956)	$ (60,606,146)	$ (17,851,758)

Condensed Consolidated Statements Stockholders’ Equity (Deficit) - USD ($)

Total

Previously Reported

Revision of Prior Period, Adjustment

Common Class A

Common Stock

Previously Reported

^[1]

Common Stock

Revision of Prior Period, Adjustment

^[1]

Common Stock

Common Class A

Common Stock

Common Class A

Previously Reported

Common Stock

Common Class A

Revision of Prior Period, Adjustment

Additional Paid-in Capital

Previously Reported

Additional Paid-in Capital

Revision of Prior Period, Adjustment

Accumulated Deficit

Previously Reported

Accumulated Other Comprehensive Income

Previously Reported

Balance as of beginning of period (in shares) at Dec. 31, 2022

6,585,881

(6,585,881)

Balance as of beginning of period at Dec. 31, 2022

$ 0

$ 25,030,520

$ (25,030,520)

Balance as of end of period (in shares) at Jun. 30, 2023

Balance as of end of period at Jun. 30, 2023

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Dec. 31, 2022

^[1]

4,771,025

(4,771,025)

68,845,564

Equity, balance as of beginning of the period at Dec. 31, 2022

(3,080,546)

$ (28,111,066)

$ 25,030,520

$ 0

^[1]

$ 477

$ (477)

$ 6,885

$ 0

$ 6,885

$ 26,233,356

$ 1,209,244

$ 25,024,112

$ (29,320,787)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

96,793

Net loss

(9,183,802)

Common stock, outstanding balance as of end of period (in shares) at Jun. 30, 2023

^[1]

68,845,564

Equity, balance as of end of period at Jun. 30, 2023

$ (12,167,555)

$ 0

^[1]

$ 6,885

26,330,149

(38,504,589)

Balance as of beginning of period (in shares) at Dec. 31, 2022

6,585,881

(6,585,881)

Balance as of beginning of period at Dec. 31, 2022

$ 0

$ 25,030,520

$ (25,030,520)

Balance as of end of period (in shares) at Sep. 30, 2023

Balance as of end of period at Sep. 30, 2023

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Dec. 31, 2022

^[1]

4,771,025

(4,771,025)

68,845,564

Equity, balance as of beginning of the period at Dec. 31, 2022

(3,080,546)

$ (28,111,066)

$ 25,030,520

$ 0

^[1]

$ 477

$ (477)

$ 6,885

$ 0

$ 6,885

26,233,356

$ 1,209,244

$ 25,024,112

(29,320,787)

$ (29,320,787)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

Exercise of stock options

$ 0

Net loss

(17,851,758)

Common stock, outstanding balance as of end of period (in shares) at Sep. 30, 2023

^[1]

68,979,534

Equity, balance as of end of period at Sep. 30, 2023

$ (20,749,433)

$ 0

^[1]

$ 6,898

26,416,214

(47,172,545)

Balance as of beginning of period (in shares) at Jun. 30, 2023

Balance as of beginning of period at Jun. 30, 2023

$ 0

Balance as of end of period (in shares) at Sep. 30, 2023

Balance as of end of period at Sep. 30, 2023

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Jun. 30, 2023

^[1]

68,845,564

Equity, balance as of beginning of the period at Jun. 30, 2023

(12,167,555)

$ 0

^[1]

$ 6,885

26,330,149

(38,504,589)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

133,970

Exercise of stock options

38,675

$ 38,675

$ 13

38,662

Stock-based compensation

47,403

Net loss

(8,667,956)

Common stock, outstanding balance as of end of period (in shares) at Sep. 30, 2023

^[1]

68,979,534

Equity, balance as of end of period at Sep. 30, 2023

$ (20,749,433)

$ 0

^[1]

$ 6,898

26,416,214

(47,172,545)

Balance as of beginning of period (in shares) at Dec. 31, 2023

Balance as of beginning of period at Dec. 31, 2023

$ 0

Balance as of end of period (in shares) at Jun. 30, 2024

Balance as of end of period at Jun. 30, 2024

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Dec. 31, 2023

69,242,940

^[2]

69,242,940

Equity, balance as of beginning of the period at Dec. 31, 2023

$ (34,361,537)

^[3]

$ 0

^[2]

$ 6,924

27,124,983

(61,493,444)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

1,345,625

Exercise of stock options

439,922

$ 135

439,787

Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3) (in shares)

43,099,811

Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3)

260,859,623

$ 4,310

260,855,313

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3) (in shares)

8,407,894

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3)

86,193,959

$ 841

86,193,118

Other comprehensive income (loss)

418,019

Stock-based compensation

9,124,416

Net loss

(53,368,068)

Common stock, outstanding balance as of end of period (in shares) at Jun. 30, 2024

^[2]

122,096,270

Equity, balance as of end of period at Jun. 30, 2024

$ 269,306,334

$ 0

^[2]

$ 12,210

383,737,617

(114,861,512)

418,019

Balance as of beginning of period (in shares) at Dec. 31, 2023

Balance as of beginning of period at Dec. 31, 2023

$ 0

Balance as of end of period (in shares) at Sep. 30, 2024

Balance as of end of period at Sep. 30, 2024

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Dec. 31, 2023

69,242,940

^[2]

69,242,940

Equity, balance as of beginning of the period at Dec. 31, 2023

$ (34,361,537)

^[3]

$ 0

^[2]

$ 6,924

27,124,983

(61,493,444)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

1,345,625

Exercise of stock options

$ 439,922

Net loss

$ (63,327,233)

Common stock, outstanding balance as of end of period (in shares) at Sep. 30, 2024

122,096,270

^[2]

122,096,270

Equity, balance as of end of period at Sep. 30, 2024

$ 263,276,601

$ 0

^[2]

$ 12,210

385,363,981

(124,820,677)

2,721,087

Balance as of beginning of period (in shares) at Jun. 30, 2024

Balance as of beginning of period at Jun. 30, 2024

$ 0

Balance as of end of period (in shares) at Sep. 30, 2024

Balance as of end of period at Sep. 30, 2024

$ 0

Common stock, outstanding balance as of beginning of the period (in shares) at Jun. 30, 2024

^[2]

122,096,270

Equity, balance as of beginning of the period at Jun. 30, 2024

269,306,334

$ 0

^[2]

$ 12,210

383,737,617

(114,861,512)

418,019

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

Exercise of stock options

$ 0

Other comprehensive income (loss)

2,303,068

Stock-based compensation

1,626,364

Net loss

$ (9,959,165)

(9,959,165)

Common stock, outstanding balance as of end of period (in shares) at Sep. 30, 2024

122,096,270

^[2]

122,096,270

Equity, balance as of end of period at Sep. 30, 2024

$ 263,276,601

$ 0

^[2]

$ 12,210

$ 385,363,981

$ (124,820,677)

$ 2,721,087

[1]	(1) The shares of the Company’s common stock prior to the Business Combination have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.
[2]	(1) The shares of the Company’s common stock prior to the Business Combination (as defined below) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.
[3]	(1) Derived from audited financial statements.

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (63,327,233)	$ (17,851,758)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	180,420	36,514
Change in fair value of simple agreements for future equity	29,919,959	6,578,000
Accretion of discount on marketable debt securities	(261,145)	0
Stock-based compensation	10,750,780	144,196
Change in operating assets and liabilities:
Prepaid and other current assets	(833,202)	81,974
Other assets	(89,639)	25,909
Accounts payable	(1,924,326)	203,972
Accrued expenses and other	630,339	423,118
Operating lease liabilities	33,409	(15,562)
Net cash used in operating activities	(24,920,638)	(10,373,637)
Cash flows from investing activities
Purchases of property and equipment	(282,619)	(60,087)
Purchases of marketable debt securities	(261,081,678)	0
Proceeds from redemptions of marketable debt securities	67,393,060	0
Net cash used in investing activities	(193,971,237)	(60,087)
Cash flows from financing activities
Proceeds from recapitalization	276,209,768	0
Proceeds from exercise of stock options	439,922	38,675
Proceeds from right of first refusal liability	25,000,000	0
Proceeds from simple agreements for future equity	10,232,000	12,315,000
Payment of deferred issuance costs	(11,057,649)	(1,563,558)
Net cash provided by financing activities	300,824,041	10,790,117
Net increase in cash and cash equivalents	81,932,166	356,393
Cash and cash equivalents - beginning of year	9,867,588	9,653,528
Cash and cash equivalents - end of period	91,799,754	10,009,921
Supplemental disclosures of cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	356,890	0
Supplemental noncash investing and financing activities
Reclassification of deferred issuance costs in connection with business combination	3,604,235	0
Reclassification of simple agreements for future equity in connection with business combination	86,193,959	0
Deferred issuance costs included in accounts payable	$ 0	$ 1,463,614

Nature of Operations and Organization	9 Months Ended
Nature of Operations and Organization	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Organization	Nature of Operations and Organization Oklo Inc. (following the Business Combination where AltC changed its name to Oklo Inc., the “Company” or “Oklo”), conducts its operations through its subsidiary Oklo Technologies, Inc., a Delaware corporation incorporated on July 3, 2013 (formerly known as Oklo Inc. before the Business Combination and referred to herein as “Legacy Oklo”) (as further described below). The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale. The Company plans to commercialize its liquid metal fast reactor technology with the Aurora powerhouse product line. The first commercial Aurora powerhouse is designed to produce up to 15 and 50 megawatts of electricity (“MWe”) on both recycled nuclear fuel and fresh fuel. Oklo’s advanced fission technology has a history of successful operation, first demonstrated by the Experimental Breeder Reactor-II, which sold and supplied power to the grid and showed effective waste recycling capabilities for over 30 years of operation. Furthermore, Oklo has achieved several significant deployment and regulatory milestones, including securing a site use permit from the U.S. Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) Site and a fuel award from INL for a commercial-scale advanced fission power plant in Idaho. On May 9, 2024, the Company consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among the Company, AltC Acquisition Corp., a Delaware corporation (“AltC”) and AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Oklo Inc., with Oklo Inc. surviving the merger as a wholly owned subsidiary of AltC (following the merger Oklo Inc. changed its name to Oklo Technologies, Inc.) (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) (as further described in Note 3). Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc. The Company’s Class A common stock commenced trading on the New York Stock Exchange (“NYSE”) under the symbol “OKLO” on May 10, 2024. Liquidity and Capital Resources As of September 30, 2024, the Company’s cash, cash equivalents and marketable debt securities were $288,470,604, which includes the proceeds received from the Business Combination. The Company continues to incur significant operating losses. For the nine months ended September 30, 2024, the Company had a net loss of $63,327,233, loss from operations of $37,422,453 and net cash used in operating activities of $24,920,638. As of September 30, 2024, the Company had an accumulated deficit of $124,820,677. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop its powerhouses. The Company will utilize its existing cash, cash equivalents and marketable debt securities to fund its powerhouses, operations, and growth plans. The Company believes that as a result of the Business Combination, its existing cash, cash equivalents and marketable debt securities will be sufficient to fund its operations for the one-year period following the issuance date of the accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

Segments

Principles of Consolidation

Use of Estimates

Risk and Uncertainties

Recently Issued and Not Adopted Accounting Standards

Net Loss Per Common Share

Emerging Growth Company Status

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

at fair value with gains and losses recognized in other income (loss) on the condensed consolidated statements of operations.

Concentrations of Credit Risk

Property and Equipment

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:


Furniture and fixtures			7 years
Computers			3 to 7 years
Software			3 years
Leasehold improvements			Shorter of lease term or estimated useful life of the asset

Impairment of Long-Lived Assets

Leases

made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company.

Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance lease obligations as of September 30, 2024.

Fair Value Measurements

Financial instruments measured at fair value on a recurring basis were based upon a three-tier hierarchy as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S. treasury securities and money market funds.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data.

Fair Value on a Non-Recurring Basis

Redeemable Convertible Preferred Stock

Research and Development

General and Administrative

Cost-Share Projects

Stock-Based Compensation

Business Combination

9 Months Ended

Sep. 30, 2024

Reverse Recapitalization [Abstract]

Business Combination


Cash proceeds from recapitalization	$	276,209,768
Add: accrued interest receivable	43,616
Add: advance to Legacy Oklo	1,829,659
Add: prepaid expenses	3,500
Less: transaction costs and advisor fees paid	(14,661,884)
Cash and other assets acquired from the Business Combination	263,424,659
Less: accounts payable	(11,743)
Less: accrued expenses	(45,455)
Less: excise tax payable	(2,159,147)
Less: income taxes payable	(348,691)
Net cash from the Business Combination recorded on the condensed consolidated statements of stockholders’ equity (deficit)	$	260,859,623

Earnout Awards

In connection with the Business Combination, the Company issued the following earnout awards:

•the Merger of Merger Sub, the wholly owned subsidiary of AltC, with and into Legacy Oklo, with Legacy Oklo as the surviving company;

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:


			Class A Common Stock (1)
Legacy Oklo stockholders (2)			78,996,459
Sponsor stockholders (as defined in Note 11) (3)			13,950,000
AltC public stockholders (as defined in Note 11) (4)			29,149,811
Total AltC stockholders			43,099,811
Total Class A common stock			122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options.

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11).

Transaction Costs

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Prepaid expense	$	2,083,117	$	369,881
Deferred issuance costs	—		3,709,542
Costs-share receivables	433,985		126,042
Accrued interest receivable	737,757		—
Rent security	56,348		—
Refundable deposit	125,000		125,000
Total prepaid and other current assets	$	3,436,207	$	4,330,465

Property and Equipment, Net

Property and equipment, net are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Computers and equipment	$	366,403	$	196,882
Furniture and fixtures	90,521		64,912
Software	479,954		392,465
Leasehold improvements	30,762		30,762
Total property and equipment, gross	967,640		685,021
Less accumulated depreciation and amortization	(287,770)		(107,350)
Total property and equipment, net	$	679,870	$	577,671

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Accrued expenses	$	750,288	$	482,984
Accrued payroll and bonus	495,016		196,900
Excise tax payable	2,159,147		—
Credit card liabilities	226,138		155,407
Income taxes payable	388,584		250
Total accrued expenses and other	$	4,019,173	$	835,541

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

As of September 30, 2024, the Company had commercial real estate sublease agreements for 17,098 square feet of office space in Santa Clara, California, with an initial term of 28 months.

The table below presents supplemental information related to operating leases:


	Nine Months Ended September 30,
	2024		2023
Operating lease costs during the period	$	309,859	$	225,971
Cash payments included in the measurement of operating lease liabilities during the period	$	152,880	$	167,286
Operating lease liabilities arising from obtaining lease right-of-use assets during the period	$	1,184,913	$	—
Weighted-average remaining lease term (in months) as of period-end	27		8
Weighted-average discount rate during the period	8.76%		6.85%

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs:
Research and development	$	86,804	$	31,296	$	228,422	$	121,875
Sales, general and administrative	33,424		33,676		81,437		104,096
Total operating lease costs (1)	$	120,228	$	64,972	$	309,859	$	225,971

Maturities of the operating lease liabilities are summarized as follows as of September 30, 2024:


Year Ending December 31,
2024 (remaining three months of the year)	$	135,928
2025	549,188
2026	565,602
Minimum lease payments	1,250,718
Less imputed interest	(113,899)
Present value of operating lease liabilities	$	1,136,819
Current portion of operating lease liabilities	$	466,624
Noncurrent portion of operating lease liabilities	670,195
Total operating lease liabilities	$	1,136,819

Financial Instruments

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of September 30, 2024:


	Amortized Cost (1)		Unrealized Gains (2)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	5,309,330	$	—	$	5,309,330	$	5,309,330	$	—	$	—
Level 1:
Money market funds	86,490,424		—		86,490,424		86,490,424		—		—
U.S. Treasury securities	154,464,598		2,146,020		156,610,618		—		99,530,157		57,080,461
Subtotal	240,955,022		2,146,020		243,101,042		86,490,424		99,530,157		57,080,461
Level 2 (3):

Commercial paper	34,615,346		498,739		35,114,085		—		35,114,085		—
Corporate debt securities	4,869,819		76,328		4,946,147		—		4,946,147		—
Subtotal	39,485,165		575,067		40,060,232		—		40,060,232		—
Total	$	285,749,517	$	2,721,087	$	288,470,604	$	91,799,754	$	139,590,389	$	57,080,461

(1) There was no allowance for expected credit losses recorded on available-for-sale debt securities as of September 30, 2024.

(2) There are no unrealized losses for U.S. Treasury securities, commercial paper and corporate debt securities included in the unrealized gains.

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of September 30, 2024:


Due within 1 year	$	139,590,389
Due after 1 year through 5 years	57,080,461
Total fair value	$	196,670,850

As of December 31, 2023, the Company’s cash and cash equivalents were $9,867,588.

Simple Agreements for Future Equity

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Simple Agreements for Future Equity


Legacy Oklo SAFEs	Outstanding Principal Balance of SAFE Notes Before Closing		Legacy Oklo Price Per Share Upon Conversion		Legacy Oklo Common Stock Issuable	Exchange Ratio	Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000	$	13,994,800	$	22.445945	623,487	6.062	3,779,578
Valuation cap of $500,000,000	28,562,200		37.409909		763,496	6.062	4,628,316
Total	$	42,557,000			1,386,983		8,407,894

(1) For further details, refer to Note 3.

As of September 30, 2024 and December 31, 2023, the outstanding principal balances for the SAFE Notes were $0 and $32,325,000, respectively

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The key assumptions used in the Monte Carlo simulation are presented in the table below:


	Immediately Prior to the Closing	As of December 31, 2023
Asset volatility (1)	83.0%	85.8%
Risk-free rate (2)	4.5%	3.8%
Expected term (3)	60 months	60 months

(2) Risk-free rate based on the U.S. Treasury yield in effect at the time of SAFE Notes consistent with the expected term.

(3) The simulation considers a total 5-year term. If there are no events occurring within 5 years, then the SAFE noteholders are expected to receive their principal amount.


	Three Months Ended		Nine Months Ended
Beginning balance	$	—	$	46,042,000
SAFE Notes issued during the period	—		10,232,000
Change in fair value during the period	—		29,919,959
SAFE Notes converted during the period	—		(42,557,000)
Change in fair value upon conversion on SAFE Notes at Closing	—		(43,636,959)
Ending balance	$	—	$	—

Right of First Refusal Liability	9 Months Ended
Right of First Refusal Liability	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Right Of First Refusal Liability	Right of First Refusal Liability On February 16, 2024, the Company entered into a letter of intent (the “LOI”) with an unrelated third party (the “third party”) for the purchase of power from the Company’s planned powerhouses to serve certain data centers in the U.S. on a 20-year timeline, and at a rate to be formally specified in one or more future Power Purchase Agreement(s) (each a “PPA”) (subject to the requirement that the price meets the market rate, discount and most favored nation terms contained in the agreement). In addition, the third party will have the right to renew and extend PPAs for additional 20-year terms. The LOI, provides for the third party to have a continuing right of first refusal for a period of thirty-six (36) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses, for power capacity of no less than 100 MWe of energy output and up to cumulative maximum of 500 MWe of total energy output (the “ROFR”). In exchange for the ROFR and other rights contained in the LOI, in March 2024, the third party paid the Company $25,000,000 (the “Payment”). In connection with the Payment, the Company agreed to supply power at a discount to the most favored nation pricing that the Company is required to provide to the third party in a future PPA (location to be determined); provided, that pricing set out in a PPA will include an additional discount if needed such that the total savings against most favored nation pricing over the course of the PPA is equivalent to the Payment. The third party can assign its rights under the LOI, in whole or in part, at any time. As of September 30, 2024, the outstanding balance under the right of first refusal liability was $25,000,000, as reflected on the condensed consolidated balance sheets.

Redeemable Convertible Preferred Stock

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock


Preferred Stock Series	Shares Issued and Outstanding Before Closing	Exchange Ratio	Class A Common Stock Issued at Closing
Preferred Stock Series A-1	4,526,703	6.062	27,440,874
Preferred Stock Series A-2	55,135	6.062	334,228
Preferred Stock Series A-3	2,004,043	6.062	12,148,509
Totals	6,585,881		39,923,611

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity (Deficit) The Second Amended and Restated Certificate of Incorporation dated May 9, 2024, pursuant to the Restated Certificate filed with the Secretary of the State of Delaware (the “Restated Certificate of Incorporation”), authorized the Company to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of Class A common stock (further details are provided below), par value of $0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value of $0.0001 per share (further details are provided below). Subject to the special rights of the holders of any outstanding series of preferred stock, the number shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote. Class A Common Stock Pursuant to the terms of the Restated Certificate of Incorporation, immediately upon the effectiveness of the filing of the Restated Certificate of Incorporation, (i) each share of Class A common stock subject to redemption held by AltC stockholders (the “AltC public stockholders”) was reclassified on a one-for-one basis as one share of the Company’s Class A common stock, (ii) each share of AltC Class A common stock (i.e., the AltC private placement shares) held by the Sponsor was reclassified on a one-for-one basis as one share of the Company’s Class A common stock, and (iii) each share of AltC Class B common stock (i.e., the Founder Shares) held by the Sponsor was converted on a one-for-one basis into a share of Company’s Class A common stock (the “Sponsor stockholders”). The holders of Class A common stock have one vote for each share of common stock held of record by such holder as of the applicable record date. Subject to the special rights of holders of any outstanding preferred stock to elect directors, there were seven (7) directors at the time of filing the Restated Certificate of Incorporation. Thereafter, the number of directors will be exclusively fixed from time to time by resolution of a majority of the Company’s board of directors (the “Board”). Subject to the special rights of holders of any outstanding series of preferred stock to elect directors, the Board is divided into three classes with the term of each director expiring on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, as follows: Class I, with a term expiring at the first annual meeting; Class II, with a term expiring at the second annual meeting; and Class III, with a term expiring at the third annual meeting. Reserve of Class A Common Stock – Effective May 9, 2024, the Company reserved the following shares of its Class A common stock: (i) 10,432,749 shares of Class A common stock issuable upon the exercise of outstanding options under the Oklo Inc. 2016 Stock Incentive Plan (the “Legacy Oklo 2016 Plan”); (ii) 15,872,516 shares of Class A common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Equity Incentive Plan (the “2024 Plan”); and (iii) 2,441,926 shares of Class A common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). Further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP are described in Note 12. Issuances of Class A Common Stock – During the three and nine months ended September 30, 2024, the Company issued no and 1,345,625 shares, respectively, of its Class A common stock upon the exercise of stock options with an exercise price of $0 and $439,922, respectively. During the three and nine months ended September 30, 2023, the Company issued 133,970 and no shares, respectively, of its Class A common stock upon the exercise of stock options with an exercise price of $38,675 and $0, respectively. Preferred Stock There are no shares of preferred stock issued and outstanding. The voting, dividend and liquidation rights of the holders of the Class A common stock are subject to and qualified by the rights of the holders of the preferred stock of any series as may be designated by the Board upon any issuance of the preferred stock of any series.

Stock-based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based compensation expense charged to operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	398,153	$	34,056	$	7,293,541	$	101,055
General and administrative	1,228,211		13,347		3,457,239		43,141
Total costs charged to operations (1)	$	1,626,364	$	47,403	$	10,750,780	$	144,196

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. The income tax provision effective tax rate for the three and nine months ended September 30, 2024 and 2023 was (0.6)% and 0.0%, respectively. The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. During the nine months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $388,584 and $0, respectively, as a result of interest and dividend income from investments, which caused the quarterly and year-to-date effective tax rate (“ETR”) to increase from the Company’s historical annual ETR. The tax expense is composed of state current income taxes and is accounted for as a discrete tax item. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company had provided a valuation allowance against most of the deferred tax assets as of September 30, 2024 and 2023. As of September 30, 2024 and 2023, the Company had no uncertain tax positions or interest and penalties accrued.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contract commitments The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become involved in litigation matters arising in the ordinary course of business. The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation. There were no contingent liabilities as of September 30, 2024.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements. Vesting of Earnout Awards In connection with each Earnout Triggering Event and each Vesting Triggering Event (each a “Triggering Event”), which occurred between November 5, 2024 and November 13, 2024, the Company expects to issue approximately 14,700,000 shares of its Class A common stock (after taking into consideration the forfeiture for no consideration of 300,000 Earnout Shares, where the Company expects to issue an equivalent number of restricted stock units to certain employees pursuant to its 2024 Plan, the terms and conditions of which have not yet been determined) for the Earnout Shares within five business days of each Earnout Triggering Event (less applicable tax withholdings for Earnout Shares attributable to Legacy Oklo vested options) and release from vesting restrictions 12,500,000 shares of its Class A common stock for the Founder Shares upon each Vesting Triggering Event. Each Triggering Event occurred by virtue of the trading price being equal to or greater than per share price for each Triggering Event for 20 trading days within a 60 consecutive trading day period. Atomic Alchemy Acquisition On November 7, 2024, the Company entered into a term sheet (the “Term Sheet”) with Atomic Alchemy, whereby Atomic Alchemy has agreed to negotiate exclusively through a certain date, pursuant to an exclusivity agreement dated September 30, 2024 in connection with the proposed acquisition of Atomic Alchemy. The Term Sheet provides for the Company being in a position to execute a definitive agreement for a proposed $25 million all-stock transaction, subject to customary due diligence.

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (9,959,165)	$ (8,667,956)	$ (53,368,068)	$ (9,183,802)	$ (63,327,233)	$ (17,851,758)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Segments

Principles of Consolidation

Use of Estimates

Risks And Uncertainties

Risk and Uncertainties

Recently Issued and Not Adopted Accounting Standards

Net Loss Per Common Share

Cash and Cash Equivalents

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

at fair value with gains and losses recognized in other income (loss) on the condensed consolidated statements of operations.

Marketable Securities

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

at fair value with gains and losses recognized in other income (loss) on the condensed consolidated statements of operations.

Concentration of Credit Risk

Concentrations of Credit Risk

Property and Equipment

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:


Furniture and fixtures			7 years
Computers			3 to 7 years
Software			3 years
Leasehold improvements			Shorter of lease term or estimated useful life of the asset

Impairment of Long-Lived Assets

Leases

made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company.

Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance lease obligations as of September 30, 2024.

Fair Value Measurements

Financial instruments measured at fair value on a recurring basis were based upon a three-tier hierarchy as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S. treasury securities and money market funds.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data.

Fair Value on a Non-Recurring Basis

Redeemable Convertible Preferred Stock

Research and Development

General and Administrative

Cost-Share Projects

Stock-Based Compensation

Fair Value Measurement

Fair Value Measurements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Finite-Lived Intangible Assets

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:


Furniture and fixtures			7 years
Computers			3 to 7 years
Software			3 years
Leasehold improvements			Shorter of lease term or estimated useful life of the asset

Business Combination (Tables)

9 Months Ended

Sep. 30, 2024

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization


Cash proceeds from recapitalization	$	276,209,768
Add: accrued interest receivable	43,616
Add: advance to Legacy Oklo	1,829,659
Add: prepaid expenses	3,500
Less: transaction costs and advisor fees paid	(14,661,884)
Cash and other assets acquired from the Business Combination	263,424,659
Less: accounts payable	(11,743)
Less: accrued expenses	(45,455)
Less: excise tax payable	(2,159,147)
Less: income taxes payable	(348,691)
Net cash from the Business Combination recorded on the condensed consolidated statements of stockholders’ equity (deficit)	$	260,859,623

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:


			Class A Common Stock (1)
Legacy Oklo stockholders (2)			78,996,459
Sponsor stockholders (as defined in Note 11) (3)			13,950,000
AltC public stockholders (as defined in Note 11) (4)			29,149,811
Total AltC stockholders			43,099,811
Total Class A common stock			122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options.

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11).


Legacy Oklo SAFEs	Outstanding Principal Balance of SAFE Notes Before Closing		Legacy Oklo Price Per Share Upon Conversion		Legacy Oklo Common Stock Issuable	Exchange Ratio	Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000	$	13,994,800	$	22.445945	623,487	6.062	3,779,578
Valuation cap of $500,000,000	28,562,200		37.409909		763,496	6.062	4,628,316
Total	$	42,557,000			1,386,983		8,407,894

(1) For further details, refer to Note 3.

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

Prepaid and other current assets are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Prepaid expense	$	2,083,117	$	369,881
Deferred issuance costs	—		3,709,542
Costs-share receivables	433,985		126,042
Accrued interest receivable	737,757		—
Rent security	56,348		—
Refundable deposit	125,000		125,000
Total prepaid and other current assets	$	3,436,207	$	4,330,465

Property, Plant and Equipment

Property and equipment, net are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Computers and equipment	$	366,403	$	196,882
Furniture and fixtures	90,521		64,912
Software	479,954		392,465
Leasehold improvements	30,762		30,762
Total property and equipment, gross	967,640		685,021
Less accumulated depreciation and amortization	(287,770)		(107,350)
Total property and equipment, net	$	679,870	$	577,671

Schedule of Accrued Liabilities

Accrued expenses and other are summarized as follows:


	As of
	September 30, 2024 (unaudited)		December 31, 2023
Accrued expenses	$	750,288	$	482,984
Accrued payroll and bonus	495,016		196,900
Excise tax payable	2,159,147		—
Credit card liabilities	226,138		155,407
Income taxes payable	388,584		250
Total accrued expenses and other	$	4,019,173	$	835,541

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Lease, Cost

The table below presents supplemental information related to operating leases:


	Nine Months Ended September 30,
	2024		2023
Operating lease costs during the period	$	309,859	$	225,971
Cash payments included in the measurement of operating lease liabilities during the period	$	152,880	$	167,286
Operating lease liabilities arising from obtaining lease right-of-use assets during the period	$	1,184,913	$	—
Weighted-average remaining lease term (in months) as of period-end	27		8
Weighted-average discount rate during the period	8.76%		6.85%

The components of operating lease costs were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs:
Research and development	$	86,804	$	31,296	$	228,422	$	121,875
Sales, general and administrative	33,424		33,676		81,437		104,096
Total operating lease costs (1)	$	120,228	$	64,972	$	309,859	$	225,971

Lessee, Operating Lease, Liability, to be Paid, Maturity

Maturities of the operating lease liabilities are summarized as follows as of September 30, 2024:


Year Ending December 31,
2024 (remaining three months of the year)	$	135,928
2025	549,188
2026	565,602
Minimum lease payments	1,250,718
Less imputed interest	(113,899)
Present value of operating lease liabilities	$	1,136,819
Current portion of operating lease liabilities	$	466,624
Noncurrent portion of operating lease liabilities	670,195
Total operating lease liabilities	$	1,136,819

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Fair Value, by Balance Sheet Grouping

The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of September 30, 2024:


	Amortized Cost (1)		Unrealized Gains (2)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	5,309,330	$	—	$	5,309,330	$	5,309,330	$	—	$	—
Level 1:
Money market funds	86,490,424		—		86,490,424		86,490,424		—		—
U.S. Treasury securities	154,464,598		2,146,020		156,610,618		—		99,530,157		57,080,461
Subtotal	240,955,022		2,146,020		243,101,042		86,490,424		99,530,157		57,080,461
Level 2 (3):

Commercial paper	34,615,346		498,739		35,114,085		—		35,114,085		—
Corporate debt securities	4,869,819		76,328		4,946,147		—		4,946,147		—
Subtotal	39,485,165		575,067		40,060,232		—		40,060,232		—
Total	$	285,749,517	$	2,721,087	$	288,470,604	$	91,799,754	$	139,590,389	$	57,080,461

(1) There was no allowance for expected credit losses recorded on available-for-sale debt securities as of September 30, 2024.

(2) There are no unrealized losses for U.S. Treasury securities, commercial paper and corporate debt securities included in the unrealized gains.

Debt Securities, Available-for-Sale

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of September 30, 2024:


Due within 1 year	$	139,590,389
Due after 1 year through 5 years	57,080,461
Total fair value	$	196,670,850

Simple Agreements for Future Equity (Tables)

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Reverse Recapitalization


Cash proceeds from recapitalization	$	276,209,768
Add: accrued interest receivable	43,616
Add: advance to Legacy Oklo	1,829,659
Add: prepaid expenses	3,500
Less: transaction costs and advisor fees paid	(14,661,884)
Cash and other assets acquired from the Business Combination	263,424,659
Less: accounts payable	(11,743)
Less: accrued expenses	(45,455)
Less: excise tax payable	(2,159,147)
Less: income taxes payable	(348,691)
Net cash from the Business Combination recorded on the condensed consolidated statements of stockholders’ equity (deficit)	$	260,859,623

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:


			Class A Common Stock (1)
Legacy Oklo stockholders (2)			78,996,459
Sponsor stockholders (as defined in Note 11) (3)			13,950,000
AltC public stockholders (as defined in Note 11) (4)			29,149,811
Total AltC stockholders			43,099,811
Total Class A common stock			122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options.

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11).


Legacy Oklo SAFEs	Outstanding Principal Balance of SAFE Notes Before Closing		Legacy Oklo Price Per Share Upon Conversion		Legacy Oklo Common Stock Issuable	Exchange Ratio	Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000	$	13,994,800	$	22.445945	623,487	6.062	3,779,578
Valuation cap of $500,000,000	28,562,200		37.409909		763,496	6.062	4,628,316
Total	$	42,557,000			1,386,983		8,407,894

(1) For further details, refer to Note 3.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

The key assumptions used in the Monte Carlo simulation are presented in the table below:


	Immediately Prior to the Closing	As of December 31, 2023
Asset volatility (1)	83.0%	85.8%
Risk-free rate (2)	4.5%	3.8%
Expected term (3)	60 months	60 months

(2) Risk-free rate based on the U.S. Treasury yield in effect at the time of SAFE Notes consistent with the expected term.

(3) The simulation considers a total 5-year term. If there are no events occurring within 5 years, then the SAFE noteholders are expected to receive their principal amount.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation


	Three Months Ended		Nine Months Ended
Beginning balance	$	—	$	46,042,000
SAFE Notes issued during the period	—		10,232,000
Change in fair value during the period	—		29,919,959
SAFE Notes converted during the period	—		(42,557,000)
Change in fair value upon conversion on SAFE Notes at Closing	—		(43,636,959)
Ending balance	$	—	$	—

Redeemable Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Schedule of Convertible Preferred Stock


Preferred Stock Series	Shares Issued and Outstanding Before Closing	Exchange Ratio	Class A Common Stock Issued at Closing
Preferred Stock Series A-1	4,526,703	6.062	27,440,874
Preferred Stock Series A-2	55,135	6.062	334,228
Preferred Stock Series A-3	2,004,043	6.062	12,148,509
Totals	6,585,881		39,923,611

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

Stock-based compensation expense charged to operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	398,153	$	34,056	$	7,293,541	$	101,055
General and administrative	1,228,211		13,347		3,457,239		43,141
Total costs charged to operations (1)	$	1,626,364	$	47,403	$	10,750,780	$	144,196

Nature of Operations and Organization (Details)

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2024

USD ($)

MWd

Sep. 30, 2023

USD ($)

Jun. 30, 2024

USD ($)

Jun. 30, 2023

USD ($)

Sep. 30, 2024

USD ($)

MWd

Sep. 30, 2023

USD ($)

Dec. 31, 2023

USD ($)

^[1]

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Powerhouse production capability, fresh fuel | MWd

Powerhouse production capability, nuclear fuel | MWd

Powerhouse useful life

30 years

Assets, fair value

$ 288,470,604

Net loss

9,959,165

$ 8,667,956

$ 53,368,068

$ 9,183,802

63,327,233

$ 17,851,758

Operating income (loss)

(12,281,088)

$ (4,663,795)

(37,422,453)

(11,353,059)

Net cash used in operating activities

24,920,638

$ 10,373,637

Accumulated deficit

$ 124,820,677

$ 61,493,444

[1]	(1) Derived from audited financial statements.

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment shares	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment			1
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Impairment, long-lived asset	$ 0	$ 0	$ 0	$ 0
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Cost share R&D expenses, gross	240,025	$ 38,928	560,913	$ 75,116
Cost-share proceeds threshold per asset	$ 5,000		5,000
Cost Share Project, Property and Equipment Purchases
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Cost share R&D expenses, gross			$ 36,238
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from earnings per share (in shares) \| shares			10,432,749
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from earnings per share (in shares) \| shares			1,284,062

Summary of Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets (Details)	Sep. 30, 2024
Furniture and fixtures
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	7 years
Computers \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	3 years
Computers \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	7 years
Software
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	3 years

Business Combination - Reconciliation of Business Elements (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Reverse Recapitalization [Abstract]
Cash proceeds from recapitalization	$ 276,209,768	$ 0
Add: accrued interest receivable	43,616
Add: advance to Legacy Oklo	1,829,659
Add: prepaid expenses	3,500
Less: transaction costs and advisor fees paid	(14,661,884)
Cash and other assets acquired from the Business Combination	263,424,659
Less: accounts payable	(11,743)
Less: accrued expenses	(45,455)
Less: excise tax payable	(2,159,147)
Less: income taxes payable	(348,691)
Net cash from the Business Combination recorded on the condensed consolidated statements of stockholders’ equity (deficit)	$ 260,859,623

Business Combination - Earnout Awards (Details)			9 Months Ended
Business Combination - Earnout Awards (Details)	May 09, 2024 day trache $ / shares shares	May 08, 2024 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)
Reverse Recapitalization [Line Items]
Recapitalization, equity subjected	10.00%
Recapitalization vesting period	5 years
Contingent consideration, (in shares) \| shares	15,000,000	78,996,459
Stock price threshold (in dollars per share) \| $ / shares	$ 10.00
Trading day threshold	20
Trading day period	60
Stock-based compensation \| $			$ 10,750,780	$ 144,196
Recapitalization exchange ratio	6.062
Common Class A
Reverse Recapitalization [Line Items]
Reserved for future issuance (in shares) \| shares	10,432,749
Common Class A \| Employee Stock Option
Reverse Recapitalization [Line Items]
Reserved for future issuance (in shares) \| shares	10,432,749
Measurement Input, Share Price
Reverse Recapitalization [Line Items]
Measurement input	18.23
Earnout Shares
Reverse Recapitalization [Line Items]
Vesting tranches \| trache	3
Earnout shares fair value \| $			$ 261,715,800
Unvested, fair value (in shares) \| shares			15,000,000
Stock-based compensation \| $			$ 7,784,200
Founder Shares
Reverse Recapitalization [Line Items]
Recapitalization vesting period	5 years
Contingent consideration, (in shares) \| shares	1,450,000
Vesting tranches \| trache	4
Vesting per triggering event (in shares) \| shares	12,500,000
Earnout shares fair value \| $			$ 226,218,800
Unvested, fair value (in shares) \| shares			12,500,000
Reverse Recapitalization Earnout Triggering Event One \| Earnout Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	7,500,000
Stock price threshold (in dollars per share) \| $ / shares	$ 12.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event One \| Founder Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	6,250,000
Stock price threshold (in dollars per share) \| $ / shares	$ 10.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event Two \| Earnout Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	5,000,000
Stock price threshold (in dollars per share) \| $ / shares	$ 14.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event Two \| Founder Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	3,125,000
Stock price threshold (in dollars per share) \| $ / shares	$ 12.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event Three \| Earnout Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	2,500,000
Stock price threshold (in dollars per share) \| $ / shares	$ 16.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event Three \| Founder Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	1,562,500
Stock price threshold (in dollars per share) \| $ / shares	$ 14.00
Trading day threshold	20
Trading day period	60
Reverse Recapitalization Earnout Triggering Event Four \| Founder Shares
Reverse Recapitalization [Line Items]
Contingent consideration, (in shares) \| shares	1,562,500
Stock price threshold (in dollars per share) \| $ / shares	$ 16.00
Trading day threshold	20
Trading day period	60

Business Combination - Shares Outstanding Following the Closing of Business Combination (Details) - shares	May 09, 2024	May 08, 2024	Sep. 30, 2024	Dec. 31, 2023
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	122,096,270	1,386,983	122,096,270	69,242,940
Contingent consideration, (in shares)	15,000,000	78,996,459
Common Class A
Reverse Recapitalization [Line Items]
Reserved for future issuance (in shares)	10,432,749
Common Class A \| Employee Stock Option
Reverse Recapitalization [Line Items]
Reserved for future issuance (in shares)	10,432,749
Legacy Oklo Stock Holders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	78,996,459
Legacy Oklo Stockholders, Excluding SAFE Conversion
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	70,588,565
Legacy Oklo Stockholders, Preferred And Common
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	68,845,564
Legacy Oklo Preferred Stock Holders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	39,923,611
Legacy Oklo Common Stock Holders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	28,921,953
Legacy Oklo Common Stock Holders \| Previously Reported
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)		4,771,025
Legacy Oklo Option Holders, Exercised 2024
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	1,345,625
Legacy Oklo Option Holders, Exercised 2023
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	397,376
Legacy Oklo Stockholders, SAFE Conversion
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	8,407,894
AltC Stockholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	43,099,811
Sponsor Stockholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	13,950,000
AltC Public Stockholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	29,149,811
Sponsor Stockholders, Not Subject To Forfeiture
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	12,500,000
Sponsor Stockholders, Prior AltC Shareholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	1,450,000

Business Combination - Transaction Costs (Details)	9 Months Ended
Business Combination - Transaction Costs (Details)	Sep. 30, 2024 USD ($)
Reverse Recapitalization [Abstract]
Transaction costs	$ 14,661,884

Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Prepaid expense

$ 2,083,117

$ 369,881

Deferred issuance costs

3,709,542

Costs-share receivables

433,985

126,042

Accrued interest receivable

737,757

Rent security

56,348

Refundable deposit

125,000

Total prepaid and other current assets

$ 3,436,207

$ 4,330,465

^[1]

[1]	(1) Derived from audited financial statements.

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Property, Plant and Equipment [Line Items]

Total property and equipment, gross

$ 967,640

$ 685,021

Less accumulated depreciation and amortization

(287,770)

(107,350)

Property and equipment, net

679,870

577,671

^[1]

Computers and equipment

Property, Plant and Equipment [Line Items]

Total property and equipment, gross

366,403

196,882

Furniture and fixtures

Property, Plant and Equipment [Line Items]

Total property and equipment, gross

90,521

64,912

Software

Property, Plant and Equipment [Line Items]

Total property and equipment, gross

479,954

392,465

Leasehold improvements

Property, Plant and Equipment [Line Items]

Total property and equipment, gross

$ 30,762

[1]	(1) Derived from audited financial statements.

Balance Sheet Components- Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Balance Sheet Components- Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 68,747	$ 13,112	$ 180,420	$ 36,514

Balance Sheet Components - Accrued Expenses and Other (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrued expenses

$ 750,288

$ 482,984

Accrued payroll and bonus

495,016

196,900

Excise tax payable

2,159,147

Credit card liabilities

226,138

155,407

Income taxes payable

388,584

250

Total accrued expenses and other

$ 4,019,173

$ 835,541

^[1]

[1]	(1) Derived from audited financial statements.

Leases - Narrative (Details)	3 Months Ended		9 Months Ended
Leases - Narrative (Details)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)
Leases [Abstract]
Area rented (in square feet) \| ft²	17,098		17,098
Term of contract	28 months		28 months
Variable lease, cost \| $	$ 13,668	$ 39,389	$ 54,648	$ 98,917

Leases - Supplemental Information (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases - Supplemental Information (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs during the period	$ 120,228	$ 64,972	$ 309,859	$ 225,971
Cash payments included in the measurement of operating lease liabilities during the period			152,880	167,286
Operating lease liabilities arising from obtaining lease right-of-use assets during the period			$ 1,184,913	$ 0
Weighted-average remaining lease term (in months) as of period-end	27 months	8 months	27 months	8 months
Weighted-average discount rate during the period	8.76%	6.85%	8.76%	6.85%

Leases - Components of Operating Lease Costs (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 120,228	$ 64,972	$ 309,859	$ 225,971
Month-to-Month Lease Arrangements
Lessee, Lease, Description [Line Items]
Total operating lease costs	37,339	14,397	123,569	74,247
Research and development
Lessee, Lease, Description [Line Items]
Total operating lease costs	86,804	31,296	228,422	121,875
Sales, general and administrative
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 33,424	$ 33,676	$ 81,437	$ 104,096

Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

^[1]

Leases [Abstract]

2024 (remaining three months of the year)

$ 135,928

2025

549,188

2026

565,602

Minimum lease payments

1,250,718

Less imputed interest

(113,899)

Operating lease liabilities

466,624

$ 93,935

Operating lease liabilities, net of current portion

670,195

$ 0

Total operating lease liabilities

$ 1,136,819

[1]	(1) Derived from audited financial statements.

Financial Instruments - Cash, Cash Equivalents, and Marketable Securities by Investment Category (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

^[1]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash

$ 5,309,330

Cash equivalents

86,490,424

Cash and cash equivalents and amortized cost

285,749,517

Unrealized gains

2,721,087

Fair Value

196,670,850

Fair Value

288,470,604

Cash and cash equivalents

91,799,754

$ 9,867,588

Current Marketable Securities

139,590,389

Noncurrent Marketable Securities

57,080,461

$ 0

Allowance for credit loss

Fair Value, Inputs, Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash equivalents and fair value

240,955,022

Unrealized gains

2,146,020

Fair Value

243,101,042

Current Marketable Securities

99,530,157

Noncurrent Marketable Securities

57,080,461

Fair Value, Inputs, Level 1 | U.S. Treasury securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized cost

154,464,598

Unrealized gains

2,146,020

Fair Value

156,610,618

Current Marketable Securities

99,530,157

Noncurrent Marketable Securities

57,080,461

Unrealized loss, before tax

Fair Value, Inputs, Level 1 | Money market funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash equivalents

86,490,424

Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized cost

39,485,165

Unrealized gains

575,067

Fair Value

40,060,232

Current Marketable Securities

40,060,232

Fair Value, Inputs, Level 2 | Commercial paper

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized cost

34,615,346

Unrealized gains

498,739

Fair Value

35,114,085

Current Marketable Securities

35,114,085

Fair Value, Inputs, Level 2 | Corporate debt securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized cost

4,869,819

Unrealized gains

76,328

Fair Value

4,946,147

Current Marketable Securities

$ 4,946,147

[1]	(1) Derived from audited financial statements.

Financial Instruments - Fair Value of Marketable Securities by Contractual Maturities (Details)	Sep. 30, 2024 USD ($)
Investments, Debt and Equity Securities [Abstract]
Due within 1 year	$ 139,590,389
Due after 1 year through 5 years	57,080,461
Fair Value	$ 196,670,850

Financial Instruments - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Cash, cash equivalents, restricted cash, and restricted cash equivalents	$ 91,799,754	$ 9,867,588	$ 10,009,921	$ 9,653,528

Simple Agreements for Future Equity - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	May 08, 2024	Dec. 31, 2023
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from simple agreements for future equity	$ 10,232,000	$ 12,315,000
Outstanding Principal Balance of SAFE Notes Before Closing	$ 0		$ 42,557,000	$ 32,325,000
SAFE Notes, Excluding Subscriptions
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from simple agreements for future equity		340,000
SAFE Notes, Subscriptions
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from simple agreements for future equity		$ 11,975,000

Simple Agreements for Future Equity - Schedule of SAFE Note Amendments (Details)	May 09, 2024 $ / shares shares	Sep. 30, 2024 USD ($) shares	May 08, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares
Reverse Recapitalization [Line Items]
Outstanding principal balance of SAFE Notes \| $		$ 0	$ 42,557,000	$ 32,325,000
Common stock, outstanding (in shares)	122,096,270	122,096,270	1,386,983	69,242,940
Recapitalization exchange ratio	6.062
Stock issued during period, acquisitions (in shares)	8,407,894
Valuation cap of $300,000,000
Reverse Recapitalization [Line Items]
Outstanding principal balance of SAFE Notes \| $			$ 13,994,800
Price (in dollars per share) \| $ / shares	$ 22.445945
Common stock, outstanding (in shares)			623,487
Recapitalization exchange ratio	6.062
Stock issued during period, acquisitions (in shares)	3,779,578
Valuation cap of $500,000,000
Reverse Recapitalization [Line Items]
Outstanding principal balance of SAFE Notes \| $			$ 28,562,200
Price (in dollars per share) \| $ / shares	$ 37.409909
Common stock, outstanding (in shares)			763,496
Recapitalization exchange ratio	6.062
Stock issued during period, acquisitions (in shares)	4,628,316

Fair Value Measurements - Key Assumptions (Details)	May 08, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, term	5 years
Asset volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.830	0.858
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.045	0.038
Expected term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	60	60

Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0	$ 46,042,000
SAFE Notes issued during the period	0	10,232,000
Change in fair value during the period	0	29,919,959
SAFE Notes converted during the period	0	(42,557,000)
Change in fair value upon conversion on SAFE Notes at Closing	0	(43,636,959)
Ending balance	$ 0	$ 0

Fair Value Measures - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
SAFE notes, fair value of shares	$ 0	$ 46,042,000

Right of First Refusal Liability (Details)

Sep. 30, 2024

USD ($)

Feb. 16, 2024

USD ($)

MWd

Dec. 31, 2023

USD ($)

^[1]

Long-Term Purchase Commitment [Line Items]

Commitment period

20 years

Purchase power agreement additional extension term

20 years

Right of first refusal term

36 months

Right of first refusal liability | $

$ 25,000,000

$ 0

Minimum

Long-Term Purchase Commitment [Line Items]

Powerhouse production capability

100

Maximum

Long-Term Purchase Commitment [Line Items]

Powerhouse production capability

500

[1]	(1) Derived from audited financial statements.

Redeemable Convertible Preferred Stock (Details)	Sep. 30, 2024 shares	Jun. 30, 2024 shares	Dec. 31, 2023 shares	Sep. 30, 2023 shares	Jun. 30, 2023 shares	Dec. 31, 2022 shares	Nov. 05, 2018 shares
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)	0	0	0	0	0	0	6,585,881
Redeemable convertible preferred stock, shares issued (in shares)							6,585,881
Common stock, issued (in shares)	122,096,270		69,242,940				39,923,611
Preferred Stock Series A-1
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)							4,526,703
Redeemable convertible preferred stock, shares issued (in shares)							4,526,703
Original issue price per share (in dollars per share)							6.062
Common stock, issued (in shares)							27,440,874
Preferred Stock Series A-2
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)							55,135
Redeemable convertible preferred stock, shares issued (in shares)							55,135
Original issue price per share (in dollars per share)							6.062
Common stock, issued (in shares)							334,228
Preferred Stock Series A-3
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)							2,004,043
Redeemable convertible preferred stock, shares issued (in shares)							2,004,043
Original issue price per share (in dollars per share)							6.062
Common stock, issued (in shares)							12,148,509

Stockholders' Equity (Details)		3 Months Ended		6 Months Ended	9 Months Ended
Stockholders' Equity (Details)	May 09, 2024 vote director $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Common stock, authorized (in shares)	501,000,000	500,000,000			500,000,000		500,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001		$ 0.0001
Common stock, voting rights per share \| vote	1
Exercise of stock options \| $			$ 38,675	$ 439,922
Preferred stock, issued (in shares)		0			0
Preferred stock, outstanding (in shares)		0			0
Preferred Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)	1,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common Class A
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, conversion ratio (in shares)	1
Common stock, number of directors \| director	7
Reserved for future issuance (in shares)	10,432,749
Exercised (in shares)		0	133,970		1,345,625	0
Exercise of stock options \| $		$ 0	$ 38,675		$ 439,922	$ 0
Common Class A \| Legacy Oklo 2016 Plan
Class of Stock [Line Items]
Reserved for future issuance (in shares)	10,432,749
Common Class A \| The 2024 Plan
Class of Stock [Line Items]
Reserved for future issuance (in shares)	15,872,516
Common Class A \| Employee Stock
Class of Stock [Line Items]
Reserved for future issuance (in shares)	2,441,926
Common Class A \| Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)	500,000,000
Exercised (in shares)				1,345,625
Exercise of stock options \| $			$ 13	$ 135

Stock-based Compensation - Narrative (Details)	3 Months Ended	9 Months Ended
Stock-based Compensation - Narrative (Details)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, cost not yet recognized \| $	$ 19,727,841	$ 19,727,841
Legacy Oklo 2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, outstanding (in shares)	10,432,749	10,432,749
The 2024 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award expiration period		10 years
Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, cost not yet recognized, period for recognition	3 years 8 months 8 days
Employee Stock Option \| Legacy Oklo 2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award expiration period		10 years
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-option equity instruments, outstanding (in shares)	1,351,478	1,351,478
Vested (in shares)		67,416
Nonvested (in shares)	1,284,062	1,284,062
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award expiration period		20 years
Granted (in shares)		0

Stock-based Compensation - Share Based Compensation Expense Charged to Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total costs charged to operations	$ 1,626,364	$ 47,403	$ 10,750,780	$ 144,196
Plan modification, incremental cost			7,784,200
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total costs charged to operations	398,153	34,056	7,293,541	101,055
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total costs charged to operations	$ 1,228,211	$ 13,347	$ 3,457,239	$ 43,141

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, percent	(0.60%)	0.00%	(0.60%)	0.00%
Income taxes	$ 224,963	$ 0	$ 388,584	$ 0
Unrecognized tax benefits	$ 0		$ 0		$ 0

Commitments and Contingencies (Details)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss contingency accrual	$ 0

Subsequent Events (Details) $ in Millions	Nov. 13, 2024 day shares	Nov. 07, 2024 USD ($)	May 09, 2024 day shares	May 08, 2024 shares
Subsequent Event [Line Items]
Contingent consideration, (in shares) \| shares			15,000,000	78,996,459
Trading day threshold \| day			20
Trading day period \| day			60
Founder Shares
Subsequent Event [Line Items]
Contingent consideration, (in shares) \| shares			1,450,000
Subsequent Event
Subsequent Event [Line Items]
Trigger event, business days \| day	5
Trading day threshold \| day	20
Trading day period \| day	60
Subsequent Event \| Atomic Alchemy Acquisition
Subsequent Event [Line Items]
Price of acquisition, expected \| $		$ 25
Subsequent Event \| Earnout Shares
Subsequent Event [Line Items]
Contingent consideration, (in shares) \| shares	14,700,000
Forfeited (in shares) \| shares	300,000
Subsequent Event \| Founder Shares
Subsequent Event [Line Items]
Released from restrictions (in shares) \| shares	12,500,000

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