M&A: Altman Samuel H.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111891

Comments: Samuel H. Altman and affiliated entities, including Hydrazine Capital II, L.P. and Apollo Projects, L.P., are reporting their beneficial ownership of Class A Common Stock of Oklo Inc. following a Business Combination via a Merger Agreement established on July 11, 2023, where Legacy Oklo was merged into Oklo Inc. on May 9, 2024. The Reporting Persons hold a combined total of 9,968,079 shares, representing approximately 8.2% of the total shares outstanding as of November 14, 2024. The document outlines the provisions of the Merger Agreement, regarding the allocation of shares and the right to earn additional shares (Earnout Shares) based on future stock price targets. Specific shareholders have been granted the rights to additional equity consideration due to performance metrics, and details regarding registration rights and transfer restrictions of certain shares are also included. The Reporting Persons do not currently plan any further transactions related to the Issuer, but they reserve the right to take various actions pertaining to their voting and investment strategies based on market conditions, business performance, and other factors. No legal proceedings or conflicts involving the Reporting Persons within the last five years are reported.

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