AltC Acquisition Corp.

Cash and marketable securities together roughly doubled to about $2.47 billion over the half-year, and the company states in its own cautionary note that it has no commercial project operating. This summary covers the cover page, cautionary note and the top of the balance sheet; the statements of operations are not covered here.

The consideration is $850,000,000 of Equity Value plus the net proceeds of any Permitted Equity Financing Oklo raises before Closing, currently expected to be at least $25,000,000, paid entirely in stock valued at $10.00 per share — so the share count rises with any pre-closing raise rather than the price adjusting. On top of that sits an earnout of up to 15,000,000 Class A shares over five years, in tranches of 7,500,000, 5,000,000 and 2,500,000, triggered by the closing price on twenty trading days within any sixty consecutive trading days, or by the price in a Change in Control.

Each Oklo share is expected to convert into approximately 6.062 shares of AltC Class A common stock, and on top of that sit up to 15,000,000 earnout shares issued over a five-year period in three tranches of 7,500,000, 5,000,000 and 2,500,000 on share-price targets measured over any twenty trading days within any sixty consecutive trading days, or on a change of control. Because the Equity Value floats with any pre-closing financing, the share count issued to Oklo holders is not fixed at this version, and the earnout is dilution that arrives after a public holder has already voted.

The $10.00 per share at which the stock consideration is valued is a contractual input rather than a market price, so the number of shares issued is fixed by the agreement and not by where AltC trades at closing. On top of the closing consideration sits an earnout of up to 15,000,000 Class A shares in three tranches of 7,500,000, 5,000,000 and 2,500,000, issuable over five years if the closing sale price holds a target for any twenty trading days within any sixty consecutive trading days, or on a change of control at or above the target.

The consideration is an Equity Value of $850,000,000 plus the net proceeds of any Permitted Equity Financing Oklo raises before closing, paid entirely in AltC Class A common stock valued at $10.00 per share — a contractual input rather than a market price, so the share count is fixed by the agreement and not by where AltC trades. Up to 15,000,000 Earnout Shares follow in three tranches of 7,500,000, 5,000,000 and 2,500,000 over five years, on price targets held for any twenty trading days within any sixty consecutive trading days. Oklo SAFE and option holders share the closing consideration.

The 6.340 ratio is derived from the Per Share Equity Value, so it is a computed output that can move with Oklo's capitalisation rather than a negotiated constant, while the $850,000,000 above it stays fixed. The $10.00 per share at which the stock consideration is valued is a contractual input, not a market price. On top sits an earnout of up to 15,000,000 Class A shares in tranches of 7,500,000, 5,000,000 and 2,500,000 over five years, triggered by the closing sale price holding a target for any twenty trading days within any sixty consecutive trading days.