OKLO INC., 10-K filed on 3/24/2025
Annual Report
v3.25.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2024
Mar. 21, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
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 Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   139,018,305  
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof.
    
Document Fiscal Year Focus 2024    
Central Index Key 0001849056    
Amendment Flag false    
Document Fiscal Period Focus FY    
Entity Public Float     $ 0
v3.25.1
Audit Information
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Auditor Information [Abstract]    
Auditor Firm ID 34 688
Auditor Name Deloitte & Touche LLP Marcum LLP
Auditor Location San Jose, California Los Angeles, CA
v3.25.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 97,132 $ 9,868
Marketable debt securities 130,682 0
Prepaid and other current assets 4,125 4,331
Total current assets 231,939 14,199
Marketable debt securities 47,473 0
Property and equipment, net 1,202 578
Operating lease right-of-use assets 982 83
Other assets 140 25
Total assets 281,736 14,885
Current liabilities:    
Accounts payable 2,970 2,274
Accrued expenses and other 1,885 836
Operating lease liabilities 481 94
Total current liabilities 5,336 3,204
Operating lease liabilities, net of current portion 543 0
Simple agreements for future equity 0 46,042
Right of first refusal liability 25,000 0
Total liabilities 30,879 49,246
Commitments and contingencies (Note 15)
Stockholders' equity (deficit):    
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 137,706,596 and 69,242,940 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 14 7
Additional paid-in capital 383,739 27,125
Accumulated deficit (135,109) (61,493)
Accumulated other comprehensive income 2,213 0
Total stockholders’ equity (deficit) 250,857 (34,361)
Total liabilities and stockholders’ equity $ 281,736 $ 14,885
v3.25.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 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  
Class A common stock, issued (in shares) 137,706,596     69,242,940 39,923,611
Common stock, outstanding (in shares) 137,706,596 122,096,270 1,386,983 69,242,940  
v3.25.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating expenses    
Research and development $ 26,711 $ 9,763
General and administrative 26,090 8,873
Total operating expenses 52,801 18,636
Loss from operations (52,801) (18,636)
Other income (loss)    
Change in fair value of simple agreements for future equity (27,864) (13,717)
Interest and dividend income 7,732 180
Total other income (loss) (20,132) (13,537)
Loss before income taxes (72,933) (32,173)
Income taxes (683) 0
Net loss $ (73,616) $ (32,173)
Net loss per share:    
Basic - Class A Common Stock (in dollars per share) $ (0.74) $ (0.47)
Diluted - Class A Common Stock (in dollars per share) $ (0.74) $ (0.47)
Weighted-average number of shares outstanding - basic - Class A Common Stock (in shares) 98,910,013 68,891,996
Weighted-average number of shares outstanding - diluted - Class A Common Stock (in shares) 98,910,013 68,891,996
v3.25.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net loss $ (73,616) $ (32,173)
Other comprehensive income:    
Change in unrealized gains on marketable debt securities 2,213 0
Total comprehensive loss $ (71,403) $ (32,173)
v3.25.1
Consolidated Statements Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands
Total
Previously Reported
Revision of Prior Period, Adjustment
Common Class A
Common Stock
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
Additional Paid-in Capital
Previously Reported
Additional Paid-in Capital
Revision of Prior Period, Adjustment
Accumulated Deficit
Accumulated Deficit
Previously Reported
Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income
Previously Reported
Balance as of beginning of period (in shares) at Dec. 31, 2022 0 6,585,881 (6,585,881)                            
Balance as of beginning of period at Dec. 31, 2022 $ 0 $ 25,032 $ (25,032)                            
Balance as of end of period (in shares) at Dec. 31, 2023 0                                
Balance as of end of period at Dec. 31, 2023 $ 0                                
Common stock, outstanding balance as of beginning of the period (in shares) at Dec. 31, 2022         0 [1] 4,771,025 (4,771,025) 68,845,564 0 68,845,564              
Equity, balance as of beginning of the period at Dec. 31, 2022 (3,079) $ (28,111) $ 25,032   $ 0 [1] $ 0 $ 0 $ 7 $ 0 $ 7 $ 26,234 $ 1,209 $ 25,025 $ (29,320) $ (29,320) $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Exercise of stock options (in shares)       397,376       397,376                  
Exercise of stock options 114     $ 114             114            
Stock-based compensation 777                   777            
Change in unrealized gains on marketable debt securities 0                                
Net loss $ (32,173)                         (32,173)      
Common stock, outstanding balance as of end of period (in shares) at Dec. 31, 2023 69,242,940       0 [1],[2]     69,242,940                  
Equity, balance as of end of period at Dec. 31, 2023 $ (34,361)       $ 0 [1],[2]     $ 7     27,125     (61,493)   0  
Balance as of end of period (in shares) at Dec. 31, 2024 0                                
Balance as of end of period at Dec. 31, 2024 $ 0                                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Exercise of stock options (in shares) 2,256,157     2,256,157       2,256,157                  
Exercise of stock options $ 1,044     $ 1,044             1,044            
Stock-based compensation 12,484                   12,484            
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) 258,955             $ 4     258,951            
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) 84,138             $ 1     84,137            
Change in unrealized gains on marketable debt securities 2,213                             2,213  
Issuance of Class A common stock in connection with earnout awards (in shares)               14,699,794                  
Issuance of Class A common stock in connection with earnout awards 0             $ 2     (2)            
Net loss $ (73,616)                         (73,616)      
Common stock, outstanding balance as of end of period (in shares) at Dec. 31, 2024 137,706,596       0 [2]     137,706,596                  
Equity, balance as of end of period at Dec. 31, 2024 $ 250,857       $ 0 [2]     $ 14     $ 383,739     $ (135,109)   $ 2,213  
[1] The shares of the Company’s common stock prior to the reverse recapitalization 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] 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.
v3.25.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities    
Net loss $ (73,616) $ (32,173)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 268 75
Change in fair value of simple agreements for future equity 27,864 13,717
Accretion of discount on marketable debt securities (520) 0
Stock-based compensation 12,484 777
Change in operating assets and liabilities:    
Prepaid and other current assets (1,520) (126)
Other assets (115) 26
Accounts payable (1,762) 1,344
Accrued expenses and other (1,504) 384
Operating lease right-of-use assets and liabilities 31 (22)
Net cash used in operating activities (38,390) (15,998)
Cash flows from investing activities    
Purchases of property and equipment (352) (83)
Purchases of marketable debt securities (291,620) 0
Proceeds from redemptions of marketable debt securities 116,198 0
Net cash used in investing activities (175,774) (83)
Cash flows from financing activities    
Proceeds from recapitalization 276,210 0
Proceeds from exercise of stock options 1,044 114
Proceeds from right of first refusal liability 25,000 0
Proceeds from simple agreements for future equity 10,232 19,325
Payment of deferred issuance costs (11,058) (3,144)
Net cash provided by financing activities 301,428 16,295
Net increase in cash and cash equivalents 87,264 214
Cash and cash equivalents - beginning of year 9,868 9,654
Cash and cash equivalents - end of year 97,132 9,868
Supplemental disclosures of cash flow information    
Cash paid for interest 0 0
Cash paid for income taxes 907 0
Supplemental noncash investing and financing activities    
Reclassification of deferred issuance costs in connection with business combination 5,510 0
Reclassification of simple agreements for future equity in connection with business combination 84,138 0
Deferred issuance costs included in accounts payable 1,906 443
Deferred issuance costs included in accrued expense and other 0 122
Purchases of computer software in accounts payable and accrued expense and other $ 540 $ 392
v3.25.1
Nature of Operations and Organization
 12 Months Ended
Dec. 31, 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 Acquisition Corp. ("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 under the heading Business Combination below). The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale.
The Company plans to commercialize its metal-fueled fast reactor technology with the Aurora powerhouse product line. The first commercial Aurora powerhouse designs are expected to produce up to 15 and 75 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.

Business Combination
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 (formerly known as AltC Acquisition Corp.), AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”), and Legacy Oklo. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Oklo, with Legacy Oklo surviving the merger as a wholly owned subsidiary of the Company (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 December 31, 2024, the Company’s cash, cash equivalents and marketable debt securities were $275,287, which includes the proceeds received from the Business Combination. The Company continues to incur significant operating losses. For the year ended December 31, 2024, the Company had a net loss of $73,616, loss from operations of $52,801 and net cash used in operating activities of $38,390. As of December 31, 2024, the Company had an accumulated deficit of $135,109.
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 these consolidated financial statements.
Reclassifications
Certain prior year amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in aggregate. These changes did not impact previously reported loss from operations or net loss.
v3.25.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Segment Information
The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources. The Company's principal business consists primarily of research and development activities for its planned powerhouses and nuclear recycling facilities. Accordingly, the Company has determined that it operates in one reportable segment. For more information about the Company's single operating and reportable segment, see Note 16.
Principles of Consolidation

The 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 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 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, trade policy (including tariffs, export controls, and sanctions), and 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.

Net Loss Per Share

The Business Combination was accounted for as a reverse recapitalization, as Legacy Oklo was determined to be the accounting acquirer under the Financial Accounting Standards Board (“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 per share 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 common stock equivalents. Since the Company was in a loss position for the years presented, basic net loss per share of Class A common stock is the same as diluted net loss per share of Class A common stock since the effects of potentially dilutive securities are antidilutive.
The outstanding potentially dilutive common stock equivalents consisting of: (1) options to purchase shares of Class A common stock representing 9,470,382 and 11,426,653 shares as of December 31, 2024 and 2023, respectively, and (2) unvested restricted common stock units representing 1,252,166 as of December 31, 2024, have been excluded from the calculation of diluted net loss per Class A common share 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 consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review. If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security's amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment is assessed at the individual security level. Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss. Any impairment that is not credit-related is recognized in accumulated other comprehensive loss in the consolidated balance sheets.

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 are measured at fair value with gains and losses recognized in other income (loss) on the 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 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 fixtures7 years
Computers
3 to 7 years
Software3 years
Leasehold improvementsShorter 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 years ended December 31, 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 liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the 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 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 leases as of December 31, 2024 and 2023.

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, and accrued expenses and other 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 Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing, and the Founder Shares were recorded at fair value at Closing of the Business Combination and were equity classified as Level 3 liabilities (as further described in Note 3). The Company’s SAFEs were carried at fair value and classified as Level 3 liabilities (as further described in Note 7).

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 consolidated statements of stockholders’ equity (deficit) in accordance with the accounting for the reverse recapitalization (as further described in Note 3).

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 consolidated financial statements. The Company offset certain R&D expenses related to the cost-share projects totaling $727 and $233 for the years ended December 31, 2024 and 2023, respectively, based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations. The reimbursable R&D expenses include $36 and $65 of property and equipment purchased under the guidelines of the cost-share projects during the years ended December 31, 2024 and 2023, respectively, and reflected $36 and $65 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 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 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 awards made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements. The Company recognizes stock-based 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 consolidated statements of operations.

Common Stock Fair Value – Prior to the Closing of the Business Combination, 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 each grant of stock options by considering a number of objective and subjective factors 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.” Stock options granted by the Legacy Oklo Board have exercise prices equal to the fair value of Legacy Oklo’s common stock, as determined by the Legacy Oklo Board on the date of grant. After the Closing of the Business Combination, 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.

Income Taxes

Because the Company has not generated revenue and is anticipated to remain as such for the next several years, income taxes have been minimal to date. The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

Recently Adopted Accounting Standards

In November 2023, the 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. ASU 2023-07 was adopted in the consolidated financial statements, which includes the additional disclosures required for the Company's single operating and reportable segment, for the year ended December 31, 2024, and retrospectively for the years ended December 31, 2023.

Recently Issued and Not Adopted Accounting Standards
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.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which will require disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations. ASU 2024-03 will be applied prospectively; however, retrospective application is permitted. ASU 2024-03, as clarified in ASU 2025-01, Clarifying the Effective Date, requires public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of ASU 2024-03 on its disclosures in the notes to its financial statements.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
v3.25.1
Business Combination
 12 Months Ended
Dec. 31, 2024
Reverse Recapitalization [Abstract]  
Business Combination Business Combination
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 consolidated statements of cash flows and the consolidated statements of stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash proceeds from recapitalization$276,210 
Add: accrued interest receivable44 
Add: advance to Legacy Oklo1,830 
Add: prepaid expenses4 
Less: transaction costs and advisor fees paid(14,662)
Less: advisor fees for Earnout Shares(1,906)
Cash and other assets acquired from the Business Combination261,520 
Less: accounts payable(12)
Less: accrued expenses(45)
Less: excise tax payable(2,159)
Less: income taxes payable(349)
Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit)$258,955 

Earnout Awards – Earnout Shares and Founder Shares

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

Earnout Shares – 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 (as described in Note 10) 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 equity holders”) 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 required the issuance of 7,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period: (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 required the issuance of 5,000,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period: (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 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 required the issuance of 2,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period: (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 was subject to certain conditions and other provisions. The stock trading price, as described above, was 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, were not achieved within the Earnout Period, the Earnout Shares issuable upon the occurrence of the applicable Earnout Triggering Event would have been forfeited.

Founder Shares – 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 required 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 required 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 required 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 required 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 was subject to certain conditions. In each case, the price paid or implied in such Sale was to be determined after (i) taking into account the dilutive effect of any Earnout Shares that would have been issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any Founder Shares that would have been forfeited pursuant to the Sponsor Agreement (i.e., the unvested Founder Shares that did 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, were not achieved within the Vesting Period, the Founder Shares would have been forfeited.

The Earnout Shares, excluding those attributable to the Legacy Oklo vested option holders, and the Founder Shares are referred to as the “Earnout Awards.”

Accounting for the Earnout Awards – The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing as further described below, and the 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 $261,716 and $226,219, respectively. Because the Business Combination is accounted for as a reverse recapitalization, the fair value of the Earnout Shares was treated as a deemed dividend at the measurement date and the fair value of the Founder Shares were recorded as transaction costs. As the Company is in an accumulated deficit position as of the measurement date, the Company recorded the issuance of the Earnout Shares in additional paid-in capital (“APIC”), with a corresponding offset recorded to APIC, resulting in a net-nil impact on the APIC balance. The Company recorded the issuance of the Founder Shares as a transaction cost in APIC. 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 consolidated statement of operations reflects a noncash stock-based compensation expense of $7,784 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.

Issuance of Class A Common Stock Related to the Earnout Awards – After the Business Combination and during the year ended December 31, 2024, the Company issued: (1) 14,266,446 shares of its Class A common stock underlying the Earnout Shares where the related Earnout Triggering Events were met between November 12, 2024 and November 13, 2024, (2) 433,348 shares of its Class A common stock underlying the Earnout Shares attributable to Legacy Oklo vested options, and (3) 12,500,000 shares of its Class A common stock underlying the Founder Shares where the related Vesting Triggering Events were met between November 5, 2024 and November 13, 2024 (collectively each Earnout Triggering Event and each Vesting Triggering Event are each "Triggering Event"). Each Triggering Event occurred by virtue of the Company’s trading price being equal to or greater than the per share price for each Triggering Event for 20 trading days within a 60 consecutive trading day period. An additional 300,000 shares of the Company’s Class A common stock that was eligible to be issued related to the Earnout Shares were forfeited for no consideration and no shares were issued.

Fair Value on a Non-Recurring Basis – The fair value of the Earnout Shares and Founder Shares at the Closing was estimated using the Company’s Class A common stock price discounted based on the probability of each Triggering Event being met, and thus represents a Level 2 fair value measurement as defined in ASC 820.

Business Combination

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 Legacy Oklo 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 Legacy Oklo 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:

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 stockholders43,099,811 
Total Class A common stock122,096,270 

(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 stockholders (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 from January 1, 2024 through May 9, 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, in addition to the Founder Shares that were recorded as a transaction cost in APIC. These costs were initially capitalized as incurred and recorded in prepaid and other current assets as deferred issuance costs on the consolidated balance sheets. Upon the Closing and the issuance of the Earnout Shares during the year ended December 31, 2024, transaction costs directly related to the issuance of shares of Class A common stock and issuance of the Earnout Shares totaling $14,662 and $1,906, respectively, consisting of legal and professional fees, were recognized as an offset to APIC totaling $16,568 on the consolidated statements of stockholders’ equity (deficit).
v3.25.1
Balance Sheet Components
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components Balance Sheet Components
Prepaid and Other Current Assets
Prepaid and other current assets are summarized as follows:
As of December 31,
20242023
Prepaid expense$2,119 $370 
Deferred issuance costs— 3,710 
Costs-share receivables600 126 
Accrued interest receivable1,138 — 
Rent security143 — 
Refundable deposit125 125 
Total prepaid and other current assets$4,125 $4,331 

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, as amended, no later than June 30, 2025.
Property and Equipment, Net
Property and equipment, net are summarized as follows:
As of December 31,
20242023
Computers and equipment$366 $197 
Furniture, fixtures and machinery146 65 
Software1,020 392 
Leasehold improvements45 31 
Total property and equipment, gross1,577 685 
Less accumulated depreciation and amortization(375)(107)
Total property and equipment, net$1,202 $578 
Depreciation and amortization expenses for the years ended December 31, 2024 and 2023 totaled $268 and $75, respectively.
Accrued Expenses and Other
Accrued expenses and other are summarized as follows:
As of December 31,
20242023
Accrued professional fees$652 $— 
Accrued payroll and bonuses636 197 
Credit card liabilities261 156 
Franchise and income taxes payable202 — 
General accrued expenses134 483 
Total accrued expenses and other$1,885 $836 
v3.25.1
Leases
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
As of December 31, 2024, the Company had commercial real estate sublease agreements for office space under operating leases.

The table below presents supplemental information related to operating leases:
Years Ended December 31,
20242023
Operating lease costs during the year$321 $340 
Cash payments included in the measurement of operating lease liabilities during the year$289 $225 
Operating lease liabilities arising from obtaining lease right-of-use assets during the year$1,185 $— 
Weighted-average remaining lease term (in months) as of year-end245
Weighted-average discount rate during the year8.76%6.85%

The Company 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:
Years Ended December 31,
20242023
Operating lease costs:
Research and development$234 $210 
Sales, general and administrative87 130 
Total operating lease costs (1)
$321 $340 

(1) Month-to-month lease arrangements for the years ended December 31, 2024 and 2023 of $184 and $138, respectively, are included in operating lease costs.

The minimum lease payments below 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 years ended December 31, 2024 and 2023 of $111 and $90 respectively, are included in operating expenses on the consolidated statements of operations.

Maturities of the operating lease liabilities are summarized as follows as of December 31, 2024:
Year Ending December 31,
2025$548 
2026566 
Minimum lease payments1,114 
Less imputed interest(90)
Present value of operating lease liabilities$1,024 
Current portion of operating lease liabilities$481 
Noncurrent portion of operating lease liabilities543 
Total operating lease liabilities$1,024 
v3.25.1
Financial Instruments
 12 Months Ended
Dec. 31, 2024
Investments, Debt and Equity Securities [Abstract]  
Financial Instruments Financial Instruments
The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of December 31, 2024:

Amortized Cost (1)
Unrealized Gains
Unrealized LossesFair ValueCash and Cash EquivalentsCurrent Marketable SecuritiesNoncurrent Marketable Securities
Cash$— $— $— $— $3,020 $— $— 
Level 1:
Money market funds— — — — 94,112 — — 
U.S. Treasury securities156,040 1,688 (6)157,722 — 110,249 47,473 
Subtotal156,040 1,688 (6)157,722 94,112 110,249 47,473 
Level 2 (2):
Commercial paper19,902 531 — 20,433 — 20,433 — 
Total $175,942 $2,219 $(6)$178,155 $97,132 $130,682 $47,473 

(1) There was no allowance for expected credit losses on available-for-sale debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

(2) 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 December 31, 2024:

Due within 1 year$130,682 
Due after 1 year through 5 years47,473 
Total fair value$178,155 

As of December 31, 2023, the Company’s cash and cash equivalents were $9,868.
v3.25.1
Simple Agreements for Future Equity
 12 Months Ended
Dec. 31, 2024
Other Liabilities Disclosure [Abstract]  
Simple Agreements for Future Equity Simple Agreements for Future Equity
The Company issued simple agreements for future equity (the “Legacy Oklo SAFEs”) to investors (the “SAFEs”) prior to the Business Combination. The SAFEs 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 SAFEs provided for conversion on an equity financing, as further described below, if such equity financing is consummated. The SAFEs 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 SAFEs were not a legal form of an outstanding share or a legal form debt (i.e., no creditors’ rights), therefore, the Company evaluated the SAFEs to determine whether they must be classified as a liability under ASC 480, Distinguishing Liabilities from Equity.
During the years ended December 31, 2024 and 2023, the Company issued SAFEs in exchange for aggregate proceeds of $10,232 and $18,985, respectively. For the years ended December 31, 2024 and 2023, the Company received total cash proceeds of $10,232 and $19,325, respectively.

Pursuant the terms of the SAFEs, upon a future equity financing involving preferred shares, SAFEs 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 divided by the lowest price per share of the standard preferred stock, or (ii) the invested amount of the SAFE 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, 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. Given the SAFEs 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 SAFEs 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 SAFEs, 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).

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

Legacy Oklo SAFEsOutstanding Principal Balance of SAFEs Before ClosingLegacy Oklo Price Per Share Upon ConversionLegacy Oklo Common Stock IssuableExchange Ratio
Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000$13,995 $22.445945 623,487 6.0623,779,578 
Valuation cap of $500,000,00028,562 37.409909 763,496 6.0624,628,316 
Total$42,557 1,386,983 8,407,894 

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

As of December 31, 2024 and 2023, the outstanding principal balances for the SAFEs were $0 and $32,325, respectively.
v3.25.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company’s SAFEs were recorded at fair value on the consolidated balance sheets. The fair value of the Company’s SAFEs 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 described above. As such, the Company determined the fair value of the SAFEs 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 believed these assumptions would be made by a market participant in estimating the valuation of the SAFEs. 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 SAFEs were recognized on the consolidated statements of operations.

The key assumptions used in the Monte Carlo simulation as of December 31, 2024 are presented in the table below:
Asset volatility (1)
85.8%
Risk-free rate (2)
3.8%
Expected term (3)
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 SAFEs 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 holders 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):
Years Ended December 31,
20242023
Beginning balance$46,042 $13,340 
SAFEs issued during the period10,232 18,985 
Change in fair value during the period (1)27,864 13,717 
Change in fair value upon conversion on SAFEs at Closing(84,138)— 
Ending balance$— $46,042 

(1) The final measurement of fair value at Closing was calculated using the intrinsic value of the SAFEs upon the conversion to common stock.
As of December 31, 2024 and 2023, the estimated fair value of the SAFEs were $0 and $46,042, respectively. The change in fair value during the years ended, as reflected in the above table, is included in other income (loss) on the consolidated statements of operations.
v3.25.1
Right of First Refusal Liability
 12 Months Ended
Dec. 31, 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 (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 Payment is effectively a nonrefundable upfront payment that will be attributed to future power delivery. The third party can assign its rights under the LOI, in whole or in part, at any time. As of December 31, 2024, the outstanding balance under the right of first refusal liability was $25,000, as reflected on the consolidated balance sheets.
v3.25.1
Redeemable Convertible Preferred Stock
 12 Months Ended
Dec. 31, 2024
Temporary Equity Disclosure [Abstract]  
Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock
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 (1)
Exchange Ratio
Class A Common Stock Issued at Closing (1)
Preferred Stock Series A-14,526,7036.062 27,440,874 
Preferred Stock Series A-255,1356.062 334,228
Preferred Stock Series A-32,004,0436.062 12,148,509
Totals6,585,88139,923,611 
(1) For further details, refer to the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2023 in reference to the reverse recapitalization.
v3.25.1
Stockholders' Equity (Deficit)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity (Deficit) 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 – As of December 31, 2024, the Company reserved the following shares of its Class A common stock: (i) 9,470,382 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.

Exercise of Stock Options – During the years ended December 31, 2024 and 2023, the Company issued shares of its Class A common stock upon the exercise of stock options totaling 2,256,157 and 397,376, respectively, with proceeds of $1,044 and $114, respectively.
Earnout Awards – As discussed above in Note 3, during the year ended December 31, 2024, the Company issued: (1) 14,699,794 shares of its Class A common stock related to the Earnout Shares, including 433,348 shares of its Class A common stock related to the Earnout Shares attributable to Legacy Oklo vested options, and (2) 12,500,000 shares of its Class A common stock related to the Founder Shares.

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.
v3.25.1
Stock-based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based Compensation
Legacy Oklo 2016 Plan – Under the Legacy Oklo 2016 Plan only stock options have been awarded. The options with a time-based vesting schedule vest at the rate of 20% per year over a period of 5 years, beginning one year following the related grant date, and expire ten years from the date of the grant. Options with milestone-based vesting vest upon completion of milestones specific to each grant. Effective as of May 9, 2024, the Company is no longer issuing new awards under the Legacy Oklo 2016 Plan. As of December 31, 2024, options to purchase 9,470,382 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 (“RSUs”) 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. Since the 2024 Plan's inception, only RSUs have been awarded under the 2024 Plan. The 2024 Plan will terminate automatically ten (10) years after its adoption by the Board. As of December 31, 2024, 1,386,998 restricted stock units were outstanding under the 2024 Plan, of which 134,832 have vested and 1,252,166 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 December 31, 2024, the Company has not granted any rights to purchase Class A common stock under the 2024 ESPP.

Compensation costs for the years ended December 31, 2024 and 2023 was estimated for stock options based on the grant date fair value using a Black-Scholes option valuation model, consistent with authoritative guidance utilizing the following assumptions:

Years Ended December 31,
20242023
Expected volatility79.67%
75.63% - 78.47%
Expected dividend yield0%
0%
Risk-free interest rate4.08%
3.64% – 4.87%
Expected term
6.3 years
6.3 years

Expected Volatility – Legacy Oklo determined volatility based on the historical volatilities of comparable publicly traded companies over a period equal to the expected term because it has no trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available.

Expected Dividend Yield – The Company has not, and does not, intend to pay dividends.

Risk-free Interest Rate – The Company applies the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the expected term of the award.

Expected Term – The Company calculates the expected term using the simplified method. This method uses the average of the contractual term of the option and the weighted-average vesting period in accordance with authoritative guidance.
Fair Value of Common Stock – The grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board. Prior to the Closing, there was no public market for the Company’s common stock, therefore, the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included contemporaneous valuations performed by a third-party, important developments in the Company’s operations, sales of redeemable convertible preferred stock, the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock, lack of marketability of its common stock, actual operating results, financial performance, the likelihood of achieving a liquidity event for the Company’s security holders, the trends, the economy in general, the stock price performance and volatility of comparable public companies. After the Closing, the grant date fair market value is determined based on the Company's Class A common stock trading price.

A summary of the stock option award activity during the year ended December 31, 2024 is as follows:

Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (in years)
Class A common stock awards outstanding at January 1, 202411,426,653$1.59 8.47
Granted351,7174.37 
Exercised(2,256,157)0.46 
Forfeited(51,831)3.18 
Class A common stock awards outstanding at December 31, 20249,470,3821.95 7.91
Class A common stock awards exercisable at December 31, 20243,256,6131.29 6.96
Class A common stock awards not vested at December 31, 20246,213,769

Class A common stock available for future issuance under the 2024 Plan represent 15,872,516 of authorized shares; less 1,386,998 restricted stock units outstanding.

As of December 31, 2024 there was approximately $9,635 of total unrecognized compensation expense related to outstanding unvested share-based compensation arrangements granted under the Legacy Oklo 2016 Plan. There are 483,748 unvested options under the Legacy Oklo 2016 Plan for which the requisite service period has not been rendered that are subject to vesting based on the achievement of a performance condition. The cost is expected to be recognized over a weighted-average period of 3.74 years.

The aggregate grant date fair values of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $1,108 and $11,343, respectively. The weighted-average grant-date fair value of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $3.15 and $2.27, respectively.

The intrinsic value for stock options exercised represents the difference between the fair value based on the valuation of the shares of Class A common stock as of the reporting date and the exercise price of the stock option. The total intrinsic values of Class A common stock options exercised during the years ended December 31, 2024 and 2023 were $28,537 and $1,112, respectively. The total fair value of Class A common stock options vested during the years ended December 31, 2024 and 2023 were $2,916 and $239, respectively.

As of December 31, 2024, the intrinsic value of exercisable, in-the-money Class A common stock options was $64,930, and the aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, was $182,604, both based on the fair market value of the Company’s Class A common stock trading price at December 31, 2024 of $21.23 per share.

A summary of restricted stock unit award activity during the year ended December 31, 2024 is as follows:
Number of Units
Weighted Average Grant Date Fair Value
 
Unvested
Vested
Restricted stock units, beginning balance
— — —
Granted1,390,298— 8.02
Vested
(134,832)134,832 7.78
Forfeited(3,300)— 7.46
Restricted stock units outstanding at December 31, 2024
1,252,166134,832 8.02

As of December 31, 2024, there was approximately $9,128 of total unrecognized compensation expense related to restricted stock units granted under the 2024 Plan. The cost is expected to be recognized over a weighted-average period of 2.97 years.

The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2024 was $1,049.
Stock-based compensation expense charged to operations is summarized as follows:
Years Ended December 31,
20242023
Research and development$7,797 $398 
General and administrative4,687 379 
Total costs charged to operations (1)
$12,484 $777 
(1) Year ended December 31, 2024 includes $7,784 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.
v3.25.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
There were $683 and $0 of state current income taxes for the years ended December 31, 2024 and 2023, respectively, and no deferred income taxes for the years ended December 31, 2024 and 2023.

Significant components of the Company's deferred tax assets are as follows:

As of December 31,
20242023
Deferred tax assets:
Net operating loss carryforwards $3,078 $2,320 
R&D credit2,443 1,424 
Capitalized R&D expenses5,617 2,647 
Capitalized start-up expenses15,628 4,652 
Operating lease liabilities216 — 
Stock-based compensation394 80 
Depreciation and amortization73 17 
Accrued expenses— 44 
Deferred tax assets27,449 11,184 
Valuation allowance(26,775)(11,184)
Total deferred tax assets674 — 
Deferred tax liabilities:
Right-of-use assets
(207)— 
Unrealized gain on marketable securities(467)— 
Total deferred tax liabilities(674)— 
Net deferred assets$— $— 
The Company regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history, and expected future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. Due to the uncertainty surrounding their realization, the Company has recorded a full valuation allowance against the net deferred tax assets. Accordingly, no deferred tax asset has been recorded on the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company’s unamortized capitalized R&D expenses of approximately $26,620 and $12,490, respectively, will be amortized in varying amounts through 2029 for tax purposes. As of December 31, 2024 and 2023, the Company capitalized certain start-up costs of approximately $30,190 and $21,950, respectively, that will be amortized over a 180-month period beginning with the month in which the Company is considered to be in an active trade or business for tax purposes.

As of December 31, 2024 and 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $14,596 and $11,022, respectively, of which approximately $12,975 for federal purposes do not expire (limited to 80% of taxable income in a given year). As of December 31, 2024 and 2023, the Company's state net operating loss carryforwards were not material.

As of December 31, 2024 and 2023, the Company had federal research credit carryforwards of $2,443 and approximately $1,420, respectively. The federal research credit carryforwards will expire at various dates beginning in the year 2035. The Company may be entitled to claim additional state income tax credits for its 2024 R&D activities, but these amounts have not yet been determined. Any R&D credits generated by the Company in 2024 would result in an additional deferred tax asset that would be subject to a full valuation allowance.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a Company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Section 382 and similar state provision.

The Company files income tax returns in the U.S. federal and various state jurisdictions with varying statutes of limitations. The Company is generally no longer subject to tax examinations for years prior to 2021 for federal purposes and 2020 for state purposes, except in certain limited circumstances.

The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate as follows:

Years Ended December 31,
20242023
Federal taxes at statutory rate 21.0 %21.0 %
State and local taxes, net of federal benefit(0.7)%0.2 %
Tax credit carryforward generated1.8 %1.9 %
Change in unrealized gains on marketable securities(0.6)%0.0 %
Valuation allowance(21.4)%(13.7)%
Nondeductible change in fair value of SAFE(8.0)%(9.0)%
Transaction costs2.1 %0.0 %
Interest expense1.6 %0.0 %
Stock-based compensation3.8 %0.0 %
Other differences(0.5)%(0.4)%
Effective Income Tax Rate(0.9)%0.0 %

The effective tax rate for 2024 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

The following table represents a roll forward of the qualifying accounts consisting of the valuation allowance for deferred tax assets:
Years Ended December 31,
20242023
Valuation allowance for deferred tax assets - beginning of year
$11,184 $6,777 
Change in valuation allowance for deferred tax assets during the year
15,5914,407
Valuation allowance for deferred tax assets - end of year
$26,775 $11,184 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Years Ended December 31,
20242023
Balance at beginning of year$— $— 
Additions for tax positions taken in prior year142 — 
Additions for tax positions related to the current year129 —
Balance at end of year$271 $— 

If fully recognized in the future, there would be no impact to the effective tax rate, and $271 would result in adjustments to the valuation allowance. Interest and penalties related to the unrecognized tax benefits were insignificant period presented. The Company does not have tax positions that are expected to significantly increase or decrease within the next twelve months.
v3.25.1
Retirement Plan
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Retirement Plan Retirement Plan
The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations. The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of the plan. The Company contributions to the plan were $487 and $267 for the years ended December 31, 2024 and 2023, respectively.
v3.25.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 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 (further details are under the heading Operating Lease Agreement in Note 17).

Lease Option Agreement

The Company entered into a non-assignable (unless agreed to the parties) lease option agreement (the “Lease Option”) where it agreed to pay $10 per month (the “option payment(s)”), starting on January 1, 2025 and automatically expiring on January 1, 2026 (the “option term”). The Company may terminate the Lease Option after July 1, 2025 with one-month written notice. As consideration for the Lease Option, the Company is required to pay $70 if the Company exercises its early termination provision, otherwise the required payments will be $120 during the option term. As consideration for the option payment(s), the Company has an exclusive right to enter into a definitive lease agreement for certain property during the option term. If a definitive lease agreement is entered into during the option term, the option payment(s) will be credited against the required lease payments under the definitive lease agreement, otherwise they will be non-refundable except for a default under the Lease Option.
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 December 31, 2024.
v3.25.1
Segment Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
In accordance with criteria under Topic ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker ("CODM") has been identified as the Chief Executive Officer. The Company's CODM reviews consolidated results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are research and development and general and administrative. Other segment items are represented by change in fair value of simple agreements for future equity, interest and dividend income and income taxes.
The consolidated statements of operations for the years ended December 31, 2024 and 2023, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of December 31, 2024 and 2023, for the one reportable segment.
v3.25.1
Subsequent Events
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company performed an evaluation of subsequent events through the date of filing of these 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 consolidated financial statements.

Restricted Stock Units

On February 3, 2025, the Company granted 300,000 restricted stock units for shares of the Company's Class A common stock to certain employees, of which 80,000 were granted to an executive employee and 220,000 were granted to non-executive employees. The awards fully vest on November 29, 2025, subject to the applicable employee's continued service through such date.

On March 13, 2025, the Company issued 68,108 shares of its Class A common stock to certain executive employees under the 2024 Plan, which is net of shares withheld for taxes.

Atomic Alchemy Acquisition

On February 28, 2025, the Company acquired all of the common stock outstanding of Atomic Alchemy, Inc. (“Atomic Alchemy”), by way of statutory merger.

Operating Lease Agreement

Effective January 17, 2025 the Company entered into an operating lease agreement for office space located in Rockville, Maryland, with an expiration date of March 31, 2027.

Board Members
On March 4, 2025, Michael Thompson and Daniel B. Poneman were appointed as directors by the Board.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net loss $ (73,616) $ (32,173)
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 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
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
We have developed and implemented a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. In collaboration with the Company's IT leadership, management has established structured processes for identifying, assessing, and mitigating cybersecurity risks that may impact our business operations including processes to identify cybersecurity risks associated with the use of third-party service providers.

Senior leadership regularly provides updates to the Audit Committee of the Board of Directors on the status and outcomes of internal audits evaluating our cybersecurity systems, controls, and processes. Our program is guided by the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, which serves as a valuable resource in helping us identify, assess, and manage cybersecurity risks aligned with our business needs. This does not imply that we meet any
particular standards, specifications or requirements, only that we use NIST as a guide.

Our cybersecurity risk management program is integrated into our overall risk management program, and shared common methodologies, reporting channels, and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas. Our overall strategy in protecting against cybersecurity risks includes the following preventative and detective measures:

•Multi-layered network security architecture – We have implemented firewalls, intrusion detection and prevention systems (IDPS), endpoint detection and response (EDR) solutions, and we utilize threat intelligence.

•Incident Response – In the event of an incident, management has established an incident response plan designed to identify, evaluate, respond to, mitigate, and report potential cybersecurity threats, including notifying the Board or regulatory agencies, as deemed appropriate. This response plan is tested regularly and is intended to address cybersecurity risks to the corporate information technology (“IT”) environment including the Company's systems, hardware, software, data, people, and processes.

•Regular security assessments and penetration testing – We conduct periodic vulnerability assessments and simulated cyberattack exercises to identify and remediate security weaknesses in our IT infrastructure.

•Third-party Security Operations Center (SOC) monitoring – We partner with a third-party SOC and incident response retainer to provide security monitoring, threat detection, and rapid incident response, ensuring proactive identification and mitigation of potential cyber threats.

•Employee cybersecurity awareness and training programs – All employees are required to participate in cybersecurity training, including phishing simulations, social engineering awareness, and secure data handling practices.

Oklo has not experienced any material cybersecurity incidents to date, and we are not aware of any threats, current or ongoing, that would materially affect or be reasonably likely to materially affect our results of operations or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – If we or our third-party providers fail to protect confidential information and experience data security incidents, we may experience adverse effects, including regulatory enforcement consequences, on our business and results of operations."
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Our cybersecurity risk management program is integrated into our overall risk management program, and shared common methodologies, reporting channels, and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
The Board maintains oversight responsibility for cybersecurity risks and has delegated to the Audit Committee oversight of such risks, including oversight of management’s implementation of our cybersecurity risk management program. Management regularly reports to the Audit Committee of the Board regarding the status and outcomes of regular internal audits of cybersecurity systems, controls, and processes. As needed, management also briefs the Board on our cybersecurity environment and information security philosophy. We also review and advise our Board of cybersecurity threats to us, including emerging cybersecurity threats, as well as our plans and strategies to address them.

Our cybersecurity management team consists of the following:
•Chief Financial Officer – previously held roles associated with cybersecurity monitoring and reporting at bp plc, including being accountable for a global smart active monitoring implementation program focused on the North American Downstream business, as well as oversight for IT when serving as the CFO for the NA Fuels business for bp plc and while CFO at Renewable Energy Group.

•Head of IT and Cyber – has over 20 years of IT leadership in cybersecurity, including risk management, incident response, and cybersecurity strategy across defense, education, and corporate sectors. He has managed IT and cyber operations for over 100,000 users, overseeing enterprise ERP, HRIS, internet services, email systems, and Security Operations Centers. He holds certifications including CISSP, CCNP, and ITIL.

•Head of Business Operations – a seasoned operations and technology leader with extensive experience in scaling IT and cybersecurity functions for high-growth companies. He served as Chief Operating Officer of a Series A startup where he oversaw all operations and IT.

•Head of Legal – has extensive experience helping companies manage cybersecurity, privacy, and data protection related risks across the technology, e-commerce, and healthcare sectors. He has served as the global Data Protection Officer at four companies, including at Shopify Inc. where he helped respond to cybersecurity incidents, and managed all related legal and regulatory impact. He also previously managed the cybersecurity function at a Series B startup where he served as General Counsel and Corporate Secretary.

All of the above individuals have played a key role in our transition as a public company, working closely with external cybersecurity advisory specialists to evolve IT and cybersecurity practices to meet public company compliance standards.

Our management team remains actively engaged in overseeing cybersecurity risk prevention, detection, mitigation, and remediation efforts. This is achieved through regular briefings from our internal IT and cyber staff, with insights from threat intelligence sources, including governmental, public, and private entities as well as guidance from external service providers. Additionally, management reviews alerts and reports generated by advanced security tools deployed within our environment to ensure a proactive and informed approach to cybersecurity threats.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board maintains oversight responsibility for cybersecurity risks and has delegated to the Audit Committee oversight of such risks, including oversight of management’s implementation of our cybersecurity risk management program. Management regularly reports to the Audit Committee of the Board regarding the status and outcomes of regular internal audits of cybersecurity systems, controls, and processes.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]
Our cybersecurity management team consists of the following:
•Chief Financial Officer – previously held roles associated with cybersecurity monitoring and reporting at bp plc, including being accountable for a global smart active monitoring implementation program focused on the North American Downstream business, as well as oversight for IT when serving as the CFO for the NA Fuels business for bp plc and while CFO at Renewable Energy Group.

•Head of IT and Cyber – has over 20 years of IT leadership in cybersecurity, including risk management, incident response, and cybersecurity strategy across defense, education, and corporate sectors. He has managed IT and cyber operations for over 100,000 users, overseeing enterprise ERP, HRIS, internet services, email systems, and Security Operations Centers. He holds certifications including CISSP, CCNP, and ITIL.

•Head of Business Operations – a seasoned operations and technology leader with extensive experience in scaling IT and cybersecurity functions for high-growth companies. He served as Chief Operating Officer of a Series A startup where he oversaw all operations and IT.
•Head of Legal – has extensive experience helping companies manage cybersecurity, privacy, and data protection related risks across the technology, e-commerce, and healthcare sectors. He has served as the global Data Protection Officer at four companies, including at Shopify Inc. where he helped respond to cybersecurity incidents, and managed all related legal and regulatory impact. He also previously managed the cybersecurity function at a Series B startup where he served as General Counsel and Corporate Secretary.
Cybersecurity Risk Role of Management [Text Block]
Our cybersecurity management team consists of the following:
•Chief Financial Officer – previously held roles associated with cybersecurity monitoring and reporting at bp plc, including being accountable for a global smart active monitoring implementation program focused on the North American Downstream business, as well as oversight for IT when serving as the CFO for the NA Fuels business for bp plc and while CFO at Renewable Energy Group.

•Head of IT and Cyber – has over 20 years of IT leadership in cybersecurity, including risk management, incident response, and cybersecurity strategy across defense, education, and corporate sectors. He has managed IT and cyber operations for over 100,000 users, overseeing enterprise ERP, HRIS, internet services, email systems, and Security Operations Centers. He holds certifications including CISSP, CCNP, and ITIL.

•Head of Business Operations – a seasoned operations and technology leader with extensive experience in scaling IT and cybersecurity functions for high-growth companies. He served as Chief Operating Officer of a Series A startup where he oversaw all operations and IT.
•Head of Legal – has extensive experience helping companies manage cybersecurity, privacy, and data protection related risks across the technology, e-commerce, and healthcare sectors. He has served as the global Data Protection Officer at four companies, including at Shopify Inc. where he helped respond to cybersecurity incidents, and managed all related legal and regulatory impact. He also previously managed the cybersecurity function at a Series B startup where he served as General Counsel and Corporate Secretary.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
Our cybersecurity management team consists of the following:
•Chief Financial Officer – previously held roles associated with cybersecurity monitoring and reporting at bp plc, including being accountable for a global smart active monitoring implementation program focused on the North American Downstream business, as well as oversight for IT when serving as the CFO for the NA Fuels business for bp plc and while CFO at Renewable Energy Group.

•Head of IT and Cyber – has over 20 years of IT leadership in cybersecurity, including risk management, incident response, and cybersecurity strategy across defense, education, and corporate sectors. He has managed IT and cyber operations for over 100,000 users, overseeing enterprise ERP, HRIS, internet services, email systems, and Security Operations Centers. He holds certifications including CISSP, CCNP, and ITIL.

•Head of Business Operations – a seasoned operations and technology leader with extensive experience in scaling IT and cybersecurity functions for high-growth companies. He served as Chief Operating Officer of a Series A startup where he oversaw all operations and IT.
•Head of Legal – has extensive experience helping companies manage cybersecurity, privacy, and data protection related risks across the technology, e-commerce, and healthcare sectors. He has served as the global Data Protection Officer at four companies, including at Shopify Inc. where he helped respond to cybersecurity incidents, and managed all related legal and regulatory impact. He also previously managed the cybersecurity function at a Series B startup where he served as General Counsel and Corporate Secretary.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Chief Financial Officer – previously held roles associated with cybersecurity monitoring and reporting at bp plc, including being accountable for a global smart active monitoring implementation program focused on the North American Downstream business, as well as oversight for IT when serving as the CFO for the NA Fuels business for bp plc and while CFO at Renewable Energy Group.
•Head of IT and Cyber – has over 20 years of IT leadership in cybersecurity, including risk management, incident response, and cybersecurity strategy across defense, education, and corporate sectors. He has managed IT and cyber operations for over 100,000 users, overseeing enterprise ERP, HRIS, internet services, email systems, and Security Operations Centers. He holds certifications including CISSP, CCNP, and ITIL.

•Head of Business Operations – a seasoned operations and technology leader with extensive experience in scaling IT and cybersecurity functions for high-growth companies. He served as Chief Operating Officer of a Series A startup where he oversaw all operations and IT.
•Head of Legal – has extensive experience helping companies manage cybersecurity, privacy, and data protection related risks across the technology, e-commerce, and healthcare sectors. He has served as the global Data Protection Officer at four companies, including at Shopify Inc. where he helped respond to cybersecurity incidents, and managed all related legal and regulatory impact. He also previously managed the cybersecurity function at a Series B startup where he served as General Counsel and Corporate Secretary.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] As needed, management also briefs the Board on our cybersecurity environment and information security philosophy. We also review and advise our Board of cybersecurity threats to us, including emerging cybersecurity threats, as well as our plans and strategies to address them.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Reclassifications
Reclassifications
Certain prior year amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in aggregate. These changes did not impact previously reported loss from operations or net loss.
Basis of Presentation
Basis of Presentation
The accompanying financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Segment Information
Segment Information
The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources. The Company's principal business consists primarily of research and development activities for its planned powerhouses and nuclear recycling facilities. Accordingly, the Company has determined that it operates in one reportable segment. For more information about the Company's single operating and reportable segment, see Note 16.
Principles of Consolidation
Principles of Consolidation

The 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
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 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 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.
Risks And Uncertainties
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, trade policy (including tariffs, export controls, and sanctions), and 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.
Net Loss Per Share
Net Loss Per Share

The Business Combination was accounted for as a reverse recapitalization, as Legacy Oklo was determined to be the accounting acquirer under the Financial Accounting Standards Board (“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 per share 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 common stock equivalents. Since the Company was in a loss position for the years presented, basic net loss per share of Class A common stock is the same as diluted net loss per share of Class A common stock since the effects of potentially dilutive securities are antidilutive.
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.

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 consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review. If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security's amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment is assessed at the individual security level. Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss. Any impairment that is not credit-related is recognized in accumulated other comprehensive loss in the consolidated balance sheets.

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 are measured at fair value with gains and losses recognized in other income (loss) on the 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.

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 consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review. If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security's amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment is assessed at the individual security level. Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss. Any impairment that is not credit-related is recognized in accumulated other comprehensive loss in the consolidated balance sheets.

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 are measured at fair value with gains and losses recognized in other income (loss) on the consolidated statements of operations.
Concentration of Credit Risk
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
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 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 fixtures7 years
Computers
3 to 7 years
Software3 years
Leasehold improvementsShorter of lease term or estimated useful life of the asset
Impairment of Long-Lived Assets
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.
Leases
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 liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the 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 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.
Fair Value Measurements
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, and accrued expenses and other 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 Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing, and the Founder Shares were recorded at fair value at Closing of the Business Combination and were equity classified as Level 3 liabilities (as further described in Note 3). The Company’s SAFEs were carried at fair value and classified as Level 3 liabilities (as further described in Note 7).

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 consolidated statements of stockholders’ equity (deficit) in accordance with the accounting for the reverse recapitalization (as further described in Note 3).
Research and Development
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.
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 consolidated financial statements. The Company offset certain R&D expenses related to the cost-share projects totaling $727 and $233 for the years ended December 31, 2024 and 2023, respectively, based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations. The reimbursable R&D expenses include $36 and $65 of property and equipment purchased under the guidelines of the cost-share projects during the years ended December 31, 2024 and 2023, respectively, and reflected $36 and $65 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 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 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.
General and Administrative
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.
Stock-Based Compensation
Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing expense for all stock-based awards made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements. The Company recognizes stock-based 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 consolidated statements of operations.

Common Stock Fair Value – Prior to the Closing of the Business Combination, 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 each grant of stock options by considering a number of objective and subjective factors 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.” Stock options granted by the Legacy Oklo Board have exercise prices equal to the fair value of Legacy Oklo’s common stock, as determined by the Legacy Oklo Board on the date of grant. After the Closing of the Business Combination, 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.
Income Taxes
Income Taxes

Because the Company has not generated revenue and is anticipated to remain as such for the next several years, income taxes have been minimal to date. The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Recently Adopted, and Recently Issued and Not Adopted Accounting Standards
Recently Adopted Accounting Standards

In November 2023, the 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. ASU 2023-07 was adopted in the consolidated financial statements, which includes the additional disclosures required for the Company's single operating and reportable segment, for the year ended December 31, 2024, and retrospectively for the years ended December 31, 2023.

Recently Issued and Not Adopted Accounting Standards
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.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which will require disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations. ASU 2024-03 will be applied prospectively; however, retrospective application is permitted. ASU 2024-03, as clarified in ASU 2025-01, Clarifying the Effective Date, requires public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of ASU 2024-03 on its disclosures in the notes to its financial statements.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
Fair Value Measurement Fair Value Measurements
The Company’s SAFEs were recorded at fair value on the consolidated balance sheets. The fair value of the Company’s SAFEs 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 described above. As such, the Company determined the fair value of the SAFEs 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 believed these assumptions would be made by a market participant in estimating the valuation of the SAFEs. 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 SAFEs were recognized on the consolidated statements of operations.
v3.25.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 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 fixtures7 years
Computers
3 to 7 years
Software3 years
Leasehold improvementsShorter of lease term or estimated useful life of the asset
v3.25.1
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2024
Reverse Recapitalization [Abstract]  
Schedule of Reverse Recapitalization
The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash proceeds from recapitalization$276,210 
Add: accrued interest receivable44 
Add: advance to Legacy Oklo1,830 
Add: prepaid expenses4 
Less: transaction costs and advisor fees paid(14,662)
Less: advisor fees for Earnout Shares(1,906)
Cash and other assets acquired from the Business Combination261,520 
Less: accounts payable(12)
Less: accrued expenses(45)
Less: excise tax payable(2,159)
Less: income taxes payable(349)
Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit)$258,955 
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 stockholders43,099,811 
Total Class A common stock122,096,270 

(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 stockholders (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 from January 1, 2024 through May 9, 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).
In connection with and prior to the Business Combination, the Company and the SAFE investors amended the SAFEs to convert in connection with the consummation of the Business Combination, all of which converted at the Closing as follows:

Legacy Oklo SAFEsOutstanding Principal Balance of SAFEs Before ClosingLegacy Oklo Price Per Share Upon ConversionLegacy Oklo Common Stock IssuableExchange Ratio
Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000$13,995 $22.445945 623,487 6.0623,779,578 
Valuation cap of $500,000,00028,562 37.409909 763,496 6.0624,628,316 
Total$42,557 1,386,983 8,407,894 

(1) For further details, refer to Note 3.
v3.25.1
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 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 December 31,
20242023
Prepaid expense$2,119 $370 
Deferred issuance costs— 3,710 
Costs-share receivables600 126 
Accrued interest receivable1,138 — 
Rent security143 — 
Refundable deposit125 125 
Total prepaid and other current assets$4,125 $4,331 
Property, Plant and Equipment
Property and equipment, net are summarized as follows:
As of December 31,
20242023
Computers and equipment$366 $197 
Furniture, fixtures and machinery146 65 
Software1,020 392 
Leasehold improvements45 31 
Total property and equipment, gross1,577 685 
Less accumulated depreciation and amortization(375)(107)
Total property and equipment, net$1,202 $578 
Schedule of Accrued Liabilities
Accrued expenses and other are summarized as follows:
As of December 31,
20242023
Accrued professional fees$652 $— 
Accrued payroll and bonuses636 197 
Credit card liabilities261 156 
Franchise and income taxes payable202 — 
General accrued expenses134 483 
Total accrued expenses and other$1,885 $836 
v3.25.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease Supplemental Information and Lease Cost
The table below presents supplemental information related to operating leases:
Years Ended December 31,
20242023
Operating lease costs during the year$321 $340 
Cash payments included in the measurement of operating lease liabilities during the year$289 $225 
Operating lease liabilities arising from obtaining lease right-of-use assets during the year$1,185 $— 
Weighted-average remaining lease term (in months) as of year-end245
Weighted-average discount rate during the year8.76%6.85%
The components of operating lease costs were as follows:
Years Ended December 31,
20242023
Operating lease costs:
Research and development$234 $210 
Sales, general and administrative87 130 
Total operating lease costs (1)
$321 $340 

(1) Month-to-month lease arrangements for the years ended December 31, 2024 and 2023 of $184 and $138, respectively, are included in operating lease costs.
Schedule of Operating Lease Maturities
Maturities of the operating lease liabilities are summarized as follows as of December 31, 2024:
Year Ending December 31,
2025$548 
2026566 
Minimum lease payments1,114 
Less imputed interest(90)
Present value of operating lease liabilities$1,024 
Current portion of operating lease liabilities$481 
Noncurrent portion of operating lease liabilities543 
Total operating lease liabilities$1,024 
v3.25.1
Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 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 December 31, 2024:

Amortized Cost (1)
Unrealized Gains
Unrealized LossesFair ValueCash and Cash EquivalentsCurrent Marketable SecuritiesNoncurrent Marketable Securities
Cash$— $— $— $— $3,020 $— $— 
Level 1:
Money market funds— — — — 94,112 — — 
U.S. Treasury securities156,040 1,688 (6)157,722 — 110,249 47,473 
Subtotal156,040 1,688 (6)157,722 94,112 110,249 47,473 
Level 2 (2):
Commercial paper19,902 531 — 20,433 — 20,433 — 
Total $175,942 $2,219 $(6)$178,155 $97,132 $130,682 $47,473 

(1) There was no allowance for expected credit losses on available-for-sale debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

(2) 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.
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 December 31, 2024:

Due within 1 year$130,682 
Due after 1 year through 5 years47,473 
Total fair value$178,155 
v3.25.1
Simple Agreements for Future Equity (Tables)
 12 Months Ended
Dec. 31, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Reverse Recapitalization
The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash proceeds from recapitalization$276,210 
Add: accrued interest receivable44 
Add: advance to Legacy Oklo1,830 
Add: prepaid expenses4 
Less: transaction costs and advisor fees paid(14,662)
Less: advisor fees for Earnout Shares(1,906)
Cash and other assets acquired from the Business Combination261,520 
Less: accounts payable(12)
Less: accrued expenses(45)
Less: excise tax payable(2,159)
Less: income taxes payable(349)
Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit)$258,955 
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 stockholders43,099,811 
Total Class A common stock122,096,270 

(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 stockholders (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 from January 1, 2024 through May 9, 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).
In connection with and prior to the Business Combination, the Company and the SAFE investors amended the SAFEs to convert in connection with the consummation of the Business Combination, all of which converted at the Closing as follows:

Legacy Oklo SAFEsOutstanding Principal Balance of SAFEs Before ClosingLegacy Oklo Price Per Share Upon ConversionLegacy Oklo Common Stock IssuableExchange Ratio
Class A Common Stock Issued at Closing (1)
Valuation cap of $300,000,000$13,995 $22.445945 623,487 6.0623,779,578 
Valuation cap of $500,000,00028,562 37.409909 763,496 6.0624,628,316 
Total$42,557 1,386,983 8,407,894 

(1) For further details, refer to Note 3.
v3.25.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement Inputs and Valuation Techniques
The key assumptions used in the Monte Carlo simulation as of December 31, 2024 are presented in the table below:
Asset volatility (1)
85.8%
Risk-free rate (2)
3.8%
Expected term (3)
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 SAFEs 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 holders are expected to receive their principal amount.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Years Ended December 31,
20242023
Beginning balance$46,042 $13,340 
SAFEs issued during the period10,232 18,985 
Change in fair value during the period (1)27,864 13,717 
Change in fair value upon conversion on SAFEs at Closing(84,138)— 
Ending balance$— $46,042 

(1) The final measurement of fair value at Closing was calculated using the intrinsic value of the SAFEs upon the conversion to common stock.
v3.25.1
Redeemable Convertible Preferred Stock (Tables)
 12 Months Ended
Dec. 31, 2024
Temporary Equity Disclosure [Abstract]  
Schedule of Convertible Preferred Stock
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 (1)
Exchange Ratio
Class A Common Stock Issued at Closing (1)
Preferred Stock Series A-14,526,7036.062 27,440,874 
Preferred Stock Series A-255,1356.062 334,228
Preferred Stock Series A-32,004,0436.062 12,148,509
Totals6,585,88139,923,611 
(1) For further details, refer to the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2023 in reference to the reverse recapitalization.
v3.25.1
Stock-based Compensation (Tables)
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions
Compensation costs for the years ended December 31, 2024 and 2023 was estimated for stock options based on the grant date fair value using a Black-Scholes option valuation model, consistent with authoritative guidance utilizing the following assumptions:

Years Ended December 31,
20242023
Expected volatility79.67%
75.63% - 78.47%
Expected dividend yield0%
0%
Risk-free interest rate4.08%
3.64% – 4.87%
Expected term
6.3 years
6.3 years
Schedule of Options Activity
A summary of the stock option award activity during the year ended December 31, 2024 is as follows:

Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (in years)
Class A common stock awards outstanding at January 1, 202411,426,653$1.59 8.47
Granted351,7174.37 
Exercised(2,256,157)0.46 
Forfeited(51,831)3.18 
Class A common stock awards outstanding at December 31, 20249,470,3821.95 7.91
Class A common stock awards exercisable at December 31, 20243,256,6131.29 6.96
Class A common stock awards not vested at December 31, 20246,213,769
Schedule of Restricted Stock Unit Award Activity
A summary of restricted stock unit award activity during the year ended December 31, 2024 is as follows:
Number of Units
Weighted Average Grant Date Fair Value
 
Unvested
Vested
Restricted stock units, beginning balance
— — —
Granted1,390,298— 8.02
Vested
(134,832)134,832 7.78
Forfeited(3,300)— 7.46
Restricted stock units outstanding at December 31, 2024
1,252,166134,832 8.02
Schedule of Stock-Based Compensation Expense
Stock-based compensation expense charged to operations is summarized as follows:
Years Ended December 31,
20242023
Research and development$7,797 $398 
General and administrative4,687 379 
Total costs charged to operations (1)
$12,484 $777 
(1) Year ended December 31, 2024 includes $7,784 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.
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company's deferred tax assets are as follows:

As of December 31,
20242023
Deferred tax assets:
Net operating loss carryforwards $3,078 $2,320 
R&D credit2,443 1,424 
Capitalized R&D expenses5,617 2,647 
Capitalized start-up expenses15,628 4,652 
Operating lease liabilities216 — 
Stock-based compensation394 80 
Depreciation and amortization73 17 
Accrued expenses— 44 
Deferred tax assets27,449 11,184 
Valuation allowance(26,775)(11,184)
Total deferred tax assets674 — 
Deferred tax liabilities:
Right-of-use assets
(207)— 
Unrealized gain on marketable securities(467)— 
Total deferred tax liabilities(674)— 
Net deferred assets$— $— 
Schedule of Effective Income Tax Rate Reconciliation
The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate as follows:

Years Ended December 31,
20242023
Federal taxes at statutory rate 21.0 %21.0 %
State and local taxes, net of federal benefit(0.7)%0.2 %
Tax credit carryforward generated1.8 %1.9 %
Change in unrealized gains on marketable securities(0.6)%0.0 %
Valuation allowance(21.4)%(13.7)%
Nondeductible change in fair value of SAFE(8.0)%(9.0)%
Transaction costs2.1 %0.0 %
Interest expense1.6 %0.0 %
Stock-based compensation3.8 %0.0 %
Other differences(0.5)%(0.4)%
Effective Income Tax Rate(0.9)%0.0 %
Summary of Valuation Allowance
The following table represents a roll forward of the qualifying accounts consisting of the valuation allowance for deferred tax assets:
Years Ended December 31,
20242023
Valuation allowance for deferred tax assets - beginning of year
$11,184 $6,777 
Change in valuation allowance for deferred tax assets during the year
15,5914,407
Valuation allowance for deferred tax assets - end of year
$26,775 $11,184 
Schedule of Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
20242023
Balance at beginning of year$— $— 
Additions for tax positions taken in prior year142 — 
Additions for tax positions related to the current year129 —
Balance at end of year$271 $— 
v3.25.1
Nature of Operations and Organization (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
MWd
Dec. 31, 2023
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Powerhouse production capability, nuclear fuel | MWd 15  
Powerhouse production capability, fresh fuel | MWd 75  
Powerhouse useful life 30 years  
Cash, cash equivalents, and marketable securities $ 275,287  
Net loss 73,616 $ 32,173
Operating income (loss) (52,801) (18,636)
Net cash used in operating activities 38,390 15,998
Accumulated deficit $ 135,109 $ 61,493
v3.25.1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Impairment, long-lived asset $ 0 $ 0  
Finance lease, liability 0 0  
Exchange ratio     1
Research and Development Arrangement, Contract to Perform for Others [Line Items]      
Cost share R&D expenses, gross 727,000 233,000  
Threshold per asset 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 $ 36,000 $ 65,000  
Employee Stock Option      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share (in shares) 9,470,382 11,426,653  
Restricted Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share (in shares) 1,252,166    
v3.25.1
Summary of Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets (Details)
Dec. 31, 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
v3.25.1
Business Combination - Reconciliation of Business Elements (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Reverse Recapitalization [Abstract]    
Cash proceeds from recapitalization $ 276,210 $ 0
Add: accrued interest receivable 44  
Add: advance to Legacy Oklo 1,830  
Add: prepaid expenses 4  
Less: transaction costs and advisor fees paid (14,662)  
Less: advisor fees for Earnout Shares (1,906)  
Cash and other assets acquired from the Business Combination 261,520  
Less: accounts payable (12)  
Less: accrued expenses (45)  
Less: excise tax payable (2,159)  
Less: income taxes payable (349)  
Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit) $ 258,955  
v3.25.1
Business Combination - Earnout Awards (Details)
 8 Months Ended 12 Months Ended
May 09, 2024
day
tranche
$ / shares
shares
May 08, 2024
shares
Dec. 31, 2024
USD ($)
day
shares
Dec. 31, 2024
USD ($)
day
Dec. 31, 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 | $       $ 12,484,000 $ 777,000
Reverse recapitalization, shares forfeited, consideration issued | $     $ 0    
Reverse recapitalization, shares forfeited, shares issued | shares     0    
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        
Earnout Shares          
Reverse Recapitalization [Line Items]          
Vesting tranches | tranche 3        
Earnout shares fair value | $     $ 261,716,000 261,716,000  
Stock-based compensation | $       7,784,000  
Earnout Shares | Common Class A          
Reverse Recapitalization [Line Items]          
Reverse recapitalization, number of shares forfeited during period (in shares) | shares     300,000    
Founder Shares          
Reverse Recapitalization [Line Items]          
Recapitalization vesting period 5 years        
Contingent consideration, (in shares) | shares 1,450,000        
Vesting tranches | tranche 4        
Vesting per triggering event (in shares) | shares 12,500,000        
Earnout shares fair value | $     $ 226,219,000 $ 226,219,000  
Earnout Shares and Founder Shares | Common Class A          
Reverse Recapitalization [Line Items]          
Trading day threshold     20 20  
Trading day period     60 60  
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        
Reverse Recapitalization, Earnout Triggering Events met between November 12, 2024 and November 13, 2024 | Earnout Shares | Common Class A          
Reverse Recapitalization [Line Items]          
Reveres recapitalization, shares issued (in shares) | shares     14,266,446    
Reverse Recapitalization, Earnout Shares Attributable to Legacy Oklo Vested Options | Earnout Shares | Common Class A          
Reverse Recapitalization [Line Items]          
Reveres recapitalization, shares issued (in shares) | shares     433,348    
Reverse Recapitalization, Vesting Triggering Events met between November 5, 2024 and November 13, 2024 | Founder Shares | Common Class A          
Reverse Recapitalization [Line Items]          
Reveres recapitalization, shares issued (in shares) | shares     12,500,000    
v3.25.1
Business Combination - Shares Outstanding Following the Closing of Business Combination (Details) - shares
May 09, 2024
May 08, 2024
Dec. 31, 2024
Dec. 31, 2023
Nov. 05, 2018
Reverse Recapitalization [Line Items]          
Common stock, outstanding (in shares) 122,096,270 1,386,983 137,706,596 69,242,940  
Contingent consideration, (in shares) 15,000,000 78,996,459      
Shares issued (in shares)     137,706,596 69,242,940 39,923,611
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]          
Shares issued (in shares) 12,500,000        
Sponsor Stockholders, Prior AltC Shareholders          
Reverse Recapitalization [Line Items]          
Shares issued (in shares) 1,450,000        
v3.25.1
Business Combination - Transaction Costs (Details)
$ in Thousands
May 09, 2024
USD ($)
Reverse Recapitalization [Line Items]  
Transaction costs $ 16,568
Common Class A  
Reverse Recapitalization [Line Items]  
Transaction costs 14,662
Earnout Shares  
Reverse Recapitalization [Line Items]  
Transaction costs $ 1,906
v3.25.1
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Prepaid expense $ 2,119 $ 370
Deferred issuance costs 0 3,710
Costs-share receivables 600 126
Accrued interest receivable 1,138 0
Rent security 143 0
Refundable deposit 125 125
Total prepaid and other current assets $ 4,125 $ 4,331
v3.25.1
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 1,577 $ 685
Less accumulated depreciation and amortization (375) (107)
Property and equipment, net 1,202 578
Computers and equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 366 197
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 146 65
Software    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 1,020 392
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 45 $ 31
v3.25.1
Balance Sheet Components- Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Depreciation $ 268 $ 75
v3.25.1
Balance Sheet Components - Accrued Expenses and Other (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued professional fees $ 652 $ 0
Accrued payroll and bonuses 636 197
Credit card liabilities 261 156
Franchise and income taxes payable 202 0
General accrued expenses 134 483
Total accrued expenses and other $ 1,885 $ 836
v3.25.1
Leases - Supplemental Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease costs during the year $ 321 $ 340
Cash payments included in the measurement of operating lease liabilities during the year 289 225
Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ 1,185 $ 0
Weighted-average remaining lease term (in months) as of year-end 24 months 5 months
Weighted-average discount rate during the year 8.76% 6.85%
v3.25.1
Leases - Components of Operating Lease Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Total operating lease costs $ 321 $ 340
Month-to-Month Lease Arrangements    
Lessee, Lease, Description [Line Items]    
Total operating lease costs 184 138
Research and development    
Lessee, Lease, Description [Line Items]    
Total operating lease costs 234 210
Sales, general and administrative    
Lessee, Lease, Description [Line Items]    
Total operating lease costs $ 87 $ 130
v3.25.1
Leases - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Variable lease, cost $ 111 $ 90
v3.25.1
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
2025 $ 548  
2026 566  
Minimum lease payments 1,114  
Less imputed interest (90)  
Operating lease liabilities 481 $ 94
Operating lease liabilities, net of current portion 543 $ 0
Total operating lease liabilities $ 1,024  
v3.25.1
Financial Instruments - Cash, Cash Equivalents, and Marketable Securities by Investment Category (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash $ 3,020,000  
Cash equivalents 97,132,000  
Amortized cost 175,942,000  
Unrealized Gains 2,219,000  
Unrealized Losses (6,000)  
Total fair value 178,155,000  
Current Marketable Securities 130,682,000 $ 0
Noncurrent Marketable Securities 47,473,000 $ 0
Allowance for credit loss 0  
Fair Value, Inputs, Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 94,112,000  
Amortized cost 156,040,000  
Unrealized Gains 1,688,000  
Unrealized Losses (6,000)  
Total fair value 157,722,000  
Current Marketable Securities 110,249,000  
Noncurrent Marketable Securities 47,473,000  
Fair Value, Inputs, Level 1 | U.S. Treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Amortized cost 156,040,000  
Unrealized Gains 1,688,000  
Unrealized Losses (6,000)  
Total fair value 157,722,000  
Current Marketable Securities 110,249,000  
Noncurrent Marketable Securities 47,473,000  
Fair Value, Inputs, Level 1 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 94,112,000  
Fair Value, Inputs, Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Amortized cost 19,902,000  
Unrealized Gains 531,000  
Unrealized Losses 0  
Total fair value 20,433,000  
Current Marketable Securities $ 20,433,000  
v3.25.1
Financial Instruments - Fair Value of Marketable Securities by Contractual Maturities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Investments, Debt and Equity Securities [Abstract]  
Due within 1 year $ 130,682
Due after 1 year through 5 years 47,473
Total fair value $ 178,155
v3.25.1
Financial Instruments - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]      
Cash, cash equivalents $ 97,132 $ 9,868 $ 9,654
v3.25.1
Simple Agreements for Future Equity - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
May 08, 2024
Schedule Of Reverse Recapitalization [Line Items]      
Proceeds from simple agreements for future equity $ 10,232 $ 19,325  
Outstanding Principal Balance of SAFEs Before Closing $ 0 32,325 $ 42,557
SAFE Notes, Subscriptions      
Schedule Of Reverse Recapitalization [Line Items]      
Proceeds from simple agreements for future equity   $ 18,985  
v3.25.1
Simple Agreements for Future Equity - Schedule of SAFE Note Amendments (Details)
$ / shares in Units, $ in Thousands
May 09, 2024
$ / shares
shares
Dec. 31, 2024
USD ($)
shares
May 08, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Reverse Recapitalization [Line Items]        
Outstanding Principal Balance of SAFEs Before Closing | $   $ 0 $ 42,557 $ 32,325
Common stock, outstanding (in shares) 122,096,270 137,706,596 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 SAFEs Before Closing | $     $ 13,995  
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 SAFEs Before Closing | $     $ 28,562  
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      
v3.25.1
Fair Value Measurements - Key Assumptions (Details)
Dec. 31, 2024
May 08, 2024
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 0.858  
Risk-free rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.038  
Expected term    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 60  
v3.25.1
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 46,042 $ 13,340
SAFEs issued during the period 10,232 18,985
Change in fair value during the period $ 27,864 $ 13,717
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change in fair value of simple agreements for future equity Change in fair value of simple agreements for future equity
Change in fair value upon conversion on SAFEs at Closing $ (84,138) $ 0
Ending balance $ 0 $ 46,042
v3.25.1
Fair Value Measures - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 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
v3.25.1
Right of First Refusal Liability (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Feb. 16, 2024
USD ($)
MWd
Dec. 31, 2023
USD ($)
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 $ 25,000 $ 0
Minimum      
Long-Term Purchase Commitment [Line Items]      
Powerhouse production capability   100  
Maximum      
Long-Term Purchase Commitment [Line Items]      
Powerhouse production capability   500  
v3.25.1
Redeemable Convertible Preferred Stock (Details)
Dec. 31, 2024
shares
Dec. 31, 2023
shares
Dec. 31, 2022
shares
Nov. 05, 2018
shares
Class of Stock [Line Items]        
Shares issued and outstanding before closing (in shares) 0 0 0 6,585,881
Shares issued and outstanding before closing (in shares)       6,585,881
Class A common stock, issued (in shares) 137,706,596 69,242,940   39,923,611
Preferred Stock Series A-1        
Class of Stock [Line Items]        
Shares issued and outstanding before closing (in shares)       4,526,703
Shares issued and outstanding before closing (in shares)       4,526,703
Exchange ratio (in dollars per share)       6.062
Class A common stock, issued (in shares)       27,440,874
Preferred Stock Series A-2        
Class of Stock [Line Items]        
Shares issued and outstanding before closing (in shares)       55,135
Shares issued and outstanding before closing (in shares)       55,135
Exchange ratio (in dollars per share)       6.062
Class A common stock, issued (in shares)       334,228
Preferred Stock Series A-3        
Class of Stock [Line Items]        
Shares issued and outstanding before closing (in shares)       2,004,043
Shares issued and outstanding before closing (in shares)       2,004,043
Exchange ratio (in dollars per share)       6.062
Class A common stock, issued (in shares)       12,148,509
v3.25.1
Stockholders' Equity (Deficit) (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
May 09, 2024
vote
director
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Class of Stock [Line Items]      
Common stock, authorized (in shares) 501,000,000 500,000,000 500,000,000
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001 $ 0.0001
Common stock, voting rights per share | vote 1    
Exercised (in shares)   2,256,157  
Exercise of stock options | $   $ 1,044 $ 114
Preferred stock, issued (in shares)   0  
Preferred stock, outstanding (in shares)   0  
The 2024 Plan      
Class of Stock [Line Items]      
Reserved for future issuance (in shares)   15,872,516  
Earnout Shares      
Class of Stock [Line Items]      
Options vested during period (in shares)   433,348  
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)   2,256,157 397,376
Exercise of stock options | $   $ 1,044 $ 114
Released from vesting restrictions (in shares)   12,500,000  
Common Class A | Legacy Oklo 2016 Plan      
Class of Stock [Line Items]      
Reserved for future issuance (in shares) 9,470,382    
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)   2,256,157 397,376
Shares issued during period (in shares)   14,699,794  
v3.25.1
Stock-based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
May 09, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Options, outstanding (in shares) 9,470,382 11,426,653  
Stock option awards not vested (in shares) 6,213,769    
Common Class A      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Reserved for future issuance (in shares)     10,432,749
Share price (in dollars per share) $ 21.23    
Legacy Oklo 2016 Plan      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Award vesting rate (as a percent) 20.00%    
Award vesting period 5 years    
Award vesting commencement period 1 year    
Award expiration period 10 years    
Options, outstanding (in shares) 9,470,382    
Cost not yet recognized $ 9,635    
Stock option awards not vested (in shares) 483,748    
Cost not yet recognized, period for recognition 3 years 8 months 26 days    
Legacy Oklo 2016 Plan | Common Class A      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Reserved for future issuance (in shares)     9,470,382
The 2024 Plan      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Award expiration period 10 years    
Non-option equity instruments, outstanding (in shares) 1,386,998    
Reserved for future issuance (in shares) 15,872,516    
The 2024 Plan | Common Class A      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Reserved for future issuance (in shares)     15,872,516
Employee Stock Option | Common Class A      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Reserved for future issuance (in shares)     10,432,749
Fair value of options granted during the period $ 1,108 $ 11,343  
Grant date intrinsic value (in dollars per share) $ 3.15 $ 2.27  
Options exercised in period, intrinsic value $ 28,537 $ 1,112  
Options vested in period, fair value 2,916 $ 239  
Options exercisable, intrinsic value 64,930    
Options, vested and expected to vest, exercisable, aggregate intrinsic value $ 182,604    
Restricted Stock Units (RSUs)      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Non-option equity instruments, outstanding (in shares) 1,386,998    
Vested (in shares) 134,832    
Nonvested (in shares) 1,252,166 0  
Granted (in shares) 1,390,298    
Vested in period, aggregate intrinsic value $ 1,049    
Restricted Stock Units (RSUs) | The 2024 Plan      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Cost not yet recognized, period for recognition 2 years 11 months 19 days    
Cost not yet recognized $ 9,128    
Employee Stock      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Award expiration period 20 years    
Granted (in shares) 0    
Employee Stock | Common Class A      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Reserved for future issuance (in shares)     2,441,926
v3.25.1
Stock-based Compensation - Schedule of Fair Value of Stock Options Assumptions (Details) - Employee Stock Option
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Expected volatility 79.67%  
Expected volatility   75.63%
Expected volatility   78.47%
Expected dividend yield 0.00% 0.00%
Risk-free interest rate 4.08%  
Risk-free interest rate   3.64%
Risk-free interest rate   4.87%
Expected term 6 years 3 months 18 days 6 years 3 months 18 days
v3.25.1
Stock-based Compensation - Stock Option Award Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Number of Shares    
Stock option awards outstanding, beginning balance (in shares) 11,426,653  
Granted (in shares) 351,717  
Exercised (in shares) (2,256,157)  
Forfeited/cancelled (in shares) (51,831)  
Stock option awards outstanding, ending balance (in shares) 9,470,382 11,426,653
Stock option awards exercisable (in shares) 3,256,613  
Stock option awards not vested (in shares) 6,213,769  
Weighted Average Exercise Price    
Stock option awards outstanding, beginning balance (in dollars per share) $ 1.59  
Granted (in dollars per share) 4.37  
Exercised (in dollars per share) 0.46  
Forfeited/cancelled (in dollars per share) 3.18  
Stock option awards outstanding, ending balance (in dollars per share) 1.95 $ 1.59
Stock option awards exercisable (in dollars per share) $ 1.29  
Weighted Average Remaining Contractual Life (in years)    
Stock option awards outstanding, weighted average remaining contractual life 7 years 10 months 28 days 8 years 5 months 19 days
Stock option awards exercisable, weighted average remaining contractual life 6 years 11 months 15 days  
v3.25.1
Stock-based Compensation - Schedule of Restricted Stock Unit Awards Activity (Details) - Restricted Stock Units (RSUs)
 12 Months Ended
Dec. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]  
Beginning balance (in shares) | shares 0
Granted (in shares) | shares 1,390,298
Vested (in shares) | shares (134,832)
Forfeited (in shares) | shares (3,300)
Ending balance (in shares) | shares 1,252,166
Beginning balance (in dollars per share) | $ / shares $ 0
Granted (in dollars per share) | $ / shares 8.02
Vested (in dollars per share) | $ / shares 7.78
Forfeited (in dollars per share) | $ / shares 7.46
Ending balance (in dollars per share) | $ / shares $ 8.02
v3.25.1
Stock-based Compensation - Share Based Compensation Expense Charged to Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total costs charged to operations $ 12,484 $ 777
Plan modification, incremental cost 7,784  
Research and development    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total costs charged to operations 7,797 398
General and administrative    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total costs charged to operations $ 4,687 $ 379
v3.25.1
Income Taxes - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Tax Credit Carryforward [Line Items]      
Current income tax expense (benefit) $ 683,000 $ 0  
Deferred income tax expense (benefit) 0 0  
Operating loss carryforwards 14,596,000 11,022,000  
Operating loss carryforwards, not subject to expiration 12,975,000    
Unrecognized tax benefits 271,000 0 $ 0
Deferred Tax Assets, Net 0 0  
Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Unamortized capitalized research and development costs 26,620,000 12,490,000  
Research Tax Credit Carryforward | Domestic Tax Jurisdiction      
Tax Credit Carryforward [Line Items]      
Tax credit carryforward (prior year approximately) 2,443,000 1,420,000  
Start-Up Costs Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Capitalized start-up costs $ 30,190,000 $ 21,950,000  
Capitalized start-up costs, amortization period 180 days    
v3.25.1
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Net operating loss carryforwards $ 3,078,000 $ 2,320,000  
R&D credit 2,443,000 1,424,000  
Capitalized R&D expenses 5,617,000 2,647,000  
Capitalized start-up expenses 15,628,000 4,652,000  
Operating lease liabilities 216,000 0  
Stock-based compensation 394,000 80,000  
Depreciation and amortization 73,000 17,000  
Accrued expenses 0 44,000  
Deferred tax assets 27,449,000 11,184,000  
Valuation allowance (26,775,000) (11,184,000) $ (6,777,000)
Total deferred tax assets 674,000 0  
Right-of-use assets (207,000) 0  
Unrealized gain on marketable securities (467,000) 0  
Total deferred tax liabilities (674,000) 0  
Net deferred assets $ 0 $ 0  
v3.25.1
Income Taxes - Income Tax Rate Reconciliation (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Federal taxes at statutory rate 21.00% 21.00%
State and local taxes, net of federal benefit (0.70%) 0.20%
Tax credit carryforward generated 1.80% 1.90%
Change in unrealized gains on marketable securities (0.60%) 0.00%
Valuation allowance (21.40%) (13.70%)
Nondeductible change in fair value of SAFE (8.00%) (9.00%)
Transaction costs 2.10% 0.00%
Interest expense 1.60% 0.00%
Stock-based compensation 3.80% 0.00%
Other differences (0.50%) (0.40%)
Effective Income Tax Rate (0.90%) 0.00%
v3.25.1
Income Taxes - Rollforward Of Deferred Tax Assets Valuation Allowance (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Deferred Tax Asset, Net of Valuation Allowance [Roll Forward]    
Valuation allowance for deferred tax assets - beginning of year $ 11,184 $ 6,777
Change in valuation allowance for deferred tax assets during the year 15,591 4,407
Valuation allowance for deferred tax assets - end of year $ 26,775 $ 11,184
v3.25.1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Unrecognized Tax Benefits [Roll Forward]    
Balance at beginning of year $ 0 $ 0
Additions for tax positions taken in prior year 142 0
Additions for tax positions related to the current year 129 0
Balance at end of year $ 271 $ 0
v3.25.1
Retirement Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Retirement Benefits [Abstract]    
Employer matching contribution, percent of match 4.00%  
Contributions to plan amount $ 487 $ 267
v3.25.1
Commitments and Contingencies (Details) - USD ($)
Jan. 01, 2025
Dec. 31, 2024
Loss Contingencies [Line Items]    
Loss contingency accrual   $ 0
Subsequent event    
Loss Contingencies [Line Items]    
Monthly option payment $ 10,000  
Early termination provision payment 70,000  
Require option payment $ 120,000  
v3.25.1
Segment Information (Details)
 12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of Reportable Segments 1
v3.25.1
Subsequent Events (Details) - shares
 12 Months Ended
Mar. 13, 2025
Feb. 03, 2025
Dec. 31, 2024
Restricted Stock Units (RSUs)      
Subsequent Event [Line Items]      
Granted (in shares)     1,390,298
Subsequent event | Common Class A | Executive employee | The 2024 Plan      
Subsequent Event [Line Items]      
Granted (in shares) 68,108    
Subsequent event | Restricted Stock Units (RSUs) | Common Class A      
Subsequent Event [Line Items]      
Granted (in shares)   300,000  
Subsequent event | Restricted Stock Units (RSUs) | Common Class A | Executive employee      
Subsequent Event [Line Items]      
Granted (in shares)   80,000  
Subsequent event | Restricted Stock Units (RSUs) | Common Class A | Non-executive employee      
Subsequent Event [Line Items]      
Granted (in shares)   220,000