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December 22, 2023

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street NE

Washington, D.C. 20549

  Attention:
  Anuja A. Majmudar

Irene Barberena-Meissner

Mark Wojciechowski

Gus Rodriguez

Re: AltC Acquisition Corp.

Amendment No. 1 to the Registration Statement on Form S-4

Filed November 13, 2023

File No. 333-274722

Ladies
and Gentlemen:

On behalf of our client, AltC
Acquisition Corp. (“AltC” or the “Company”), we are responding to the comment letter (“Comment
Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”),
dated December 4, 2023, relating to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-274722)
filed with the Commission on November 13, 2023, by AltC (together with the exhibits and annexes thereto, the “Registration
Statement”). In connection with these responses, AltC is filing, electronically via EDGAR to the Commission, Amendment No. 2
to the Registration Statement on Form S-4 (“Amendment No. 2”) on the date of this response letter. In addition
to addressing the comments raised by the Staff in the Comment Letter, Amendment No. 2 includes updates to certain other disclosures
and clarifications to the information contained therein.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment No. 2. Capitalized
terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment No. 2.

Amendment No. 1 filed November 13,
2023

Summary of the Proxy Statement/Prospectus/Consent
Solicitation Statement, page 31

 1. Comment: We note your revised disclosure to prior comment 4. Please revise to also provide the name
and date of the International Energy Agency report.

    Securities and Exchange Commission

    December 22,
    2023

    Page 2

Response:
The Company respectfully acknowledges the Staff’s comment and has provided clarifying language to pages 12, 30 and 242 of Amendment No. 2.

Risk Factors

Risks Related to AltC and the Business Combination

There are risks to unaffiliated investors by
taking Oklo public through a merger rather than through an underwritten offering., page 112

 2. Comment: We note your response to our prior comment 10 and re-issue it in part. Please revise your
risk factor to clarify that while Citigroup Global Markets Inc., in its capacity as capital markets advisor to the Company, has conducted
certain due diligence in connection with the transaction, they are not subject to the same standard as an underwriter that would have
potential liability for any material misstatements or omissions in a registration statement. Please also revise your disclosure on page 171
to disclose that Citigroup conducted due diligence on the transaction in its role as capital markets advisors.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 114 and 174 of Amendment No. 2.

Background of the Transactions, page 166

 3. Comment: We note your revised disclosure in response to prior comment 14. Please expand to disclose
the financial information applied and compared to determine the pre-money equity for Oklo, including the estimated trading multiples of
the selected publicly traded companies that the proposed pre-money equity for Oklo and implied multiples derived therefrom were compared
against. Also disclose the implied multiples of Oklo to which the multiples of the selected publicly traded companies were compared.

Response: The Company respectfully acknowledges the Staff’s request
and has revised its disclosure on pages 170-171 of Amendment No. 2, including to disclose that in order to support AltC’s preliminary
pre-money equity value range for Oklo set forth in the October 24 Proposal, AltC considered (i) the value ascribed to nuclear technology
companies in recent financing transactions and (ii) the publicly available financial information for selected publicly traded companies,
including selected nuclear focused companies and selected renewable independent power producers. The revised disclosure also includes
the estimated trading multiples derived for the selected publicly traded nuclear focused companies and renewable independent power producers
as well as an indication of the implied enterprise value to EBITDA multiple for Oklo derived from AltC’s analysis. The revised disclosure
states that AltC’s preliminary pre-money equity value for Oklo proposed in the October 24 Proposal was supported by this review.

    Securities and Exchange Commission

    December 22,
    2023

    Page 3

Proposal No. 1 – The Business Combination
Proposal

Background of the Transactions, page 166

 4. Comment: We note your response to our prior comment 13 and re-issue it in part. You state that prior
to AltC's engagement with Oklo, no target evaluated was deemed to fit AltC's criteria. Please further describe the reasons you did not
further consider pursuing any alternative targets.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 169 of Amendment No. 2.

Index to Consolidated Financial Statements, page F-1

 5. Comment: Please revise to provide financial statements of AltC and Oklo covering the quarter ended
September 30, 2023 to comply with Rule 8-08 of Regulation S-X.

Please also update other financial
information throughout the document, including but not limited to MD&A and the pro forma financial information, to also encompass
the recently completed interim period.

Response: The Company respectfully advises
the Staff that it has revised its Unaudited Consolidated Financial Statements beginning on page F-20 of Amendment No. 2. The
Company has also revised the Unaudited Pro Forma Condensed Combined Financial Information beginning on page 278, and the Company
and Oklo’s MD&A beginning on page 238 and 256, respectively, of Amendment No. 2.

General

 6. Comment: We note your response to our prior comment 19 indicating that you received formal notice from
each of BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC noting that such party is not involved
with the business combination and waiving its right to its portion of the deferred underwriting fees. Please provide us with the formal
notices relating to each party's resignation.

Response: The Company respectfully acknowledges
the Staff’s comment. Concurrently with this filing, a supplemental letter has been delivered to the Staff under separate cover containing
the requested formal notices on a supplemental basis pursuant to Rule 418(b) as promulgated under the Securities Act, for the
use of the Staff in evaluating the Company’s disclosure and requests that the Staff destroy these supplemental materials upon completion
of its review.

 7. Comment: Please describe what relationship existed between BofA Securities, Goldman Sachs and J.P. Morgan and AltC Acquisition
Corp. after the close of the IPO, including any financial or merger-related advisory services conducted by each of these firms. For example,
clarify whether the firms had any role in the identification or evaluation of business combination targets.

Response: The Company respectfully advises
the Staff that following the close of the AltC IPO neither the Company nor Oklo formally engaged BofA Securities, Inc. (“BofA”)
Goldman Sachs & Co. LLC (“Goldman Sachs”) or J.P. Morgan Securities LLC (“J.P. Morgan”)
to serve as an advisor in any capacity relating to the business combination. None of BofA, Goldman Sachs or J.P. Morgan (i) identified
or evaluated any companies that the Company considered as potential targets for a business combination, (ii) was involved in the
preparation of any materials received by the AltC Board or the Oklo Board or the Company’s or Oklo’s management in connection
with the business combination or (iii) produced any work product in relation to the business combination for which the Company relied
on its expertise. In response to the Staff’s comment, the Company has added disclosure on pages 62-63 and 129-130 of Amendment
No. 2.

    Securities and Exchange Commission

    December 22,
    2023

    Page 4

 8. Comment: Tell us whether BofA Securities, Goldman Sachs or J.P. Morgan was involved in the preparation
of any disclosure that is included in the Form S-4 registration statement, including any analysis underlying disclosure in the registration
statement. If so, clarify their involvement, whether they have retracted any work product associated with the transaction, and the risk
of such withdrawal and reliance on their expertise. Further, please clarify, if true, that each of the firms claim no role in the SPAC’s
business combination transaction and has affirmatively disclaimed any responsibility for any of the disclosure in this registration statement.

Response: The Company respectfully advises
the Staff that none of BofA, Goldman Sachs or J.P. Morgan was involved in the preparation of any disclosure that is included in the registration
statement, including any analysis underlying such disclosure. The Company further notes that none of BofA, Goldman Sachs or J.P. Morgan
has had a role in AltC’s business combination transaction and has disclaimed any responsibility for any of the disclosure in the
registration statement. In response to the Staff’s comment, the Company has added disclosure on pages 62-63 and 129-130 of Amendment
No. 2.

 9. Comment: Please tell us whether you are aware of any disagreements with BofA Securities, Goldman Sachs
and J.P. Morgan regarding the disclosure in your registration statement. Further, please add risk factor disclosure that clarifies that
these firms were to be compensated, in part, on a deferred basis for its underwriting services in connection with the SPAC IPO and such
services have already been rendered, yet the firms are waiving such fees and disclaiming responsibility for the Form S-4 registration
statement. Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of the business combination.

Response:
In response to the Staff’s comment, the Company respectfully notes that there have been no disagreements with any of BofA,
Goldman Sachs or J.P. Morgan regarding the disclosure in the registration statement, as none of BofA, Goldman Sachs or J.P. Morgan has
had any involvement with the preparation of any disclosure in the registration statement. The Company has revised its disclosure on page 62-63
and has added a risk factor on page 129-130 of Amendment No. 2 in response to the Staff’s comment.

    Securities and Exchange Commission

    December 22,
    2023

    Page 5

 10. Comment: Disclose whether BofA Securities, Goldman Sachs or J.P. Morgan provided you with any reasons
for the fee waiver. If there was no dialogue and you did not seek out the reasons why these firms are waiving deferred fees, despite already
completing their services, please indicate so in your registration statement. Further, revise the risk factor disclosure to explicitly
clarify that the firms have performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated.

Response:
In response to the Staff’s comment, the Company respectfully notes that none of BofA, Goldman Sachs or J.P. Morgan provided any
reasons for the fee waiver, and the Company has revised the disclosure on pages 24 and 62 of Amendment No. 2, to reflect
this. The Company has also revised the risk factor disclosure on pages 129-130 of Amendment No. 2 to clarify that each of BofA,
Goldman Sachs and J.P. Morgan performed all its obligations under the Underwriting Agreement for the AltC IPO to obtain its respective
fee and is therefore gratuitously waiving the right to be compensated. The Company respectfully notes that none of BofA, Goldman Sachs
or J.P. Morgan has performed any services for the Company after its IPO with respect to the business combination or any potential business
combination.

[Remainder of page intentionally
left blank.]

    Securities and Exchange Commission

    December 22,
    2023

    Page 6

Should
any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8961 or by e-mail
at matthew.gilroy@weil.com.

  Sincerely yours,

  /s/ Matthew Gilroy

  cc:
  Michael Klein, Chairman of the Board, AltC Acquisition Corp.

Sam Altman, Chief Executive Officer, AltC Acquisition Corp.

Jay Taragin, Chief Financial Officer, AltC Acquisition
Corp.

Michael J. Aiello, Esq., Weil, Gotshal &
Manges LLP

Barbra J. Broudy, Esq., Weil, Gotshal &
Manges LLP

David Gammell, Esq., Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP