SecProbe.io

CORRESP
 1
 filename1.htm

 June 11, 2025

 Via EDGAR Transmission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Division of Corporation Finance

 Office of Energy & Transportation

 Attn: Michael Purcell

 Re: Oklo Inc.
Registration Statement on Form S-3, as amended
Originally Filed June 2, 2025
File No. 333-287715

 To the addressees set forth above,

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on June 12, 2025, at 4:00
p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Oklo Inc. (the " Company ") or its
counsel may request via telephone call to the staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the
Company, at (713) 546-7420 or in his absence, KC Sands at (312) 777-7162, to provide notice of effectiveness, or if you have any other
questions or concerns regarding this matter.

 Very truly yours,

 Oklo Inc.

 /s/ R. Craig Bealmear

 Name: R. Craig Bealmear

 Title: Chief Financial Officer

 cc: Ryan J. Maierson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Jacob DeWitte
Chief Executive Officer
Oklo Inc.
3190 Coronado Dr.
Santa Clara, CA 95054

 Re: Oklo Inc.
 Registration Statement on Form S-3
 Filed June 2, 2025
 File No. 333-287715
Dear Jacob DeWitte:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ryan J. Maierson
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Oklo Inc.

 3190 Coronado Dr.

 Santa Clara, California 95054

 May 9, 2025

 Via EDGAR Transmission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Division of Corporation Finance

 Office of Energy & Transportation

 Attn: Liz Packebusch

 Re:
 Oklo Inc.

 Registration Statement on Form S-1

 Filed May 8, 2025

 File No. 333-287113

 To the addressee set forth above,

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on May 13, 2025, at 4:30 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such later time as Oklo Inc. (the " Company ") or its counsel
may request via telephone call to the staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company,
at (713) 546-7420 or in his absence, Ryan Hudson at (312) 777-7276 to provide notice of effectiveness, or if you have any other questions
or concerns regarding this matter.

 Very truly yours,

 Oklo Inc.

 /s/ R. Craig Bealmear

 Name: R. Craig Bealmear

 Title: Chief Financial Officer

 cc:
 Ryan J. Maierson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

R. Craig Bealmear
Chief Financial Officer
Oklo Inc.
3190 Coronado Dr.
Santa Clara, CA 95054

 Re: Oklo Inc.
 Draft Registration Statement on Form S-1
 Submitted April 30, 2025
 CIK No. 0001849056
Dear R. Craig Bealmear:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ryan Hudson
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

Oklo Inc.

3190 Coronado Dr.

Santa Clara, California 95054

September 16, 2024

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attn: Claudia Rios

  Karina Dorin

 Re: Oklo
                                            Inc.
 Amendment No. 1 to Registration Statement on Form S-1

                                            Filed August 30, 2024

                                            File No. 333-280344

To the addressees set forth above,

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on September 18, 2024, at 4:30
p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Oklo Inc. (the “Company”) or its
counsel may request via telephone call to the staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the
Company, at (713) 546-7420 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Oklo Inc.

 /s/ R. Craig Bealmear

 Name: R. Craig Bealmear

 Title: Chief Financial Officer

cc: Ryan J. Maierson, Latham &
Watkins LLP

CORRESP
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Oklo Inc.

3190 Coronado Dr.

Santa Clara, California 95054

August 30,
2024

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Claudia Rios

   Karina Dorin

 Re: Oklo Inc.

Registration Statement on Form S-1

Filed June 20, 2024

File No. 333-280344

To the addressees
set forth above:

This letter sets forth the
response of Oklo Inc. (the “Company,” “we,” “our” and “us”)
to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) in its letter dated July 15, 2024 (the “Comment
Letter”) relating to the Company’s Registration Statement on Form S-1 (the “Form S-1”),
filed on June 20, 2024. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-1
(the “Amended Form S-1”) with the Commission through its EDGAR system.

For your convenience, we have
reproduced the Staff’s comments exactly as set forth in the Comment Letter in bold and italics below, and set forth below each such
comment is the Company’s response. Page numbers and captions referenced in the responses refer to the Amended Form S-1
unless otherwise stated.

Form S-1 filed June 20, 2024

Cover Page

 1. We note the significant number of redemptions of your Class A Common Stock in connection with
your extension proxy and business combination and that the shares being registered for resale will constitute a considerable percentage
of your public float. We also note that some of the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A Common Stock. Highlight the significant negative impact sales of
shares on this registration statement could have on the public trading price of the Class A Common Stock.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and pages 72
and 73 of the Amended Form S-1.

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 73

 2. We note your disclosure on page 37 that you will likely need additional capital from external
sources and may seek to raise capital through private or public equity or debt financings or through other sources of financing. Please
discuss the effect of this offering on your ability to raise additional capital.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 and 73  of the Amended Form S-1.

 3. Please expand your discussion here to reflect the fact that this offering involves the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of your common stock. Your
discussion should highlight the fact that the shares being registered for resale by the selling securityholders collectively represent
approximately 51.1% of your outstanding shares and that your Sponsor and Chief Executive Officer, beneficial owners of 11% and 18% of
your outstanding shares, respectively, will be able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 and 73 of the Amended Form S-1.

 General

 4. Revise your prospectus to disclose the price that each selling securityholder paid for the shares
being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor and selling securityholders
acquired their shares, and the price that the public securityholders acquired their shares. Disclose that while the Sponsor and selling
securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate
risk factor disclosure.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and page 42
  of the Amended Form S-1.

 5. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of your Class A common stock. To illustrate this risk, disclose
the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is at or below the SPAC IPO price, some private
investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares
than the public investors.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 42, 72 and 73 of the Amended
Form S-1.

*  *  *  *  *  *  *  *  *  *

Please direct any questions
or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

  Very truly yours,

  Oklo Inc.

  By: /s/
R. Craig Bealmear

  Name: R. Craig Bealmear

 Title: Chief
                                            Financial Officer

 cc: Ryan J. Maierson, Latham & Watkins LLP

July 15, 2024
R. Craig Bealmear
Chief Financial Officer
Oklo Inc.
3190 Coronado Dr.
Santa Clara, California 95054
Re:Oklo Inc.
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280344
Dear R. Craig Bealmear:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note the significant number of redemptions of your Class A Common Stock in
connection with your extension proxy and business combination and that the shares being
registered for resale will constitute a considerable percentage of your public float. We also
note that some of the shares being registered for resale were purchased by the selling
securityholders for prices considerably below the current market price of the Class A
Common Stock. Highlight the significant negative impact sales of shares on this
registration statement could have on the public trading price of the Class A Common
Stock.

July 15, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
2.We note your disclosure on page 37 that you will likely need additional capital from
external sources and may seek to raise capital through private or public equity or debt
financings or through other sources of financing. Please discuss the effect of this offering
on your ability to raise additional capital.
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of your common stock. Your discussion should highlight the fact
that the shares being registered for resale by the selling securityholders collectively
represent approximately 51.1% of your outstanding shares and that your Sponsor and
Chief Executive Officer, beneficial owners of 11% and 18% of your outstanding shares,
respectively, will be able to sell all of their shares for so long as the registration statement
of which this prospectus forms a part is available for use.
General
4.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor and selling securityholders acquired their shares, and the price
that the public securityholders acquired their shares. Disclose that while the Sponsor and
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your Class A common stock. To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that even though the
current trading price is at or below the SPAC IPO price, some private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.

July 15, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claudia Rios at 202-551-8770 or Karina Dorin at 202-551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ryan Maierson, Esq.

CORRESP
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AltC Acquisition Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

April 25, 2024

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

    Attention:
     Anuja A. Majmudar

    Irene Barberena-Meissner

    Mark Wojciechowski

    Gus Rodriguez

    Re:
    AltC Acquisition Corp. - Request for Acceleration

    Registration Statement on Form S-4
 File No. 333-274722

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), AltC Acquisition Corp. (the “Registrant”)
hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-4 (File No. 333-274722) filed
by the Registrant with the United States Securities and Exchange Commission (the “Commission”) on September 27, 2023,
as amended by Amendment No. 1 filed on November 13, 2023, Amendment No. 2 filed on December 22, 2023, Amendment No. 3 filed on January
30, 2024, Amendment No. 4 filed on April 2, 2024, and Amendment No. 5 filed on April 15, 2024 (collectively, the “Registration
Statement”), be accelerated by the Commission to 4:00 p.m., Eastern Time on April 26, 2024, or as soon as reasonably
practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone.

The cooperation of the Commission
in meeting the timetable described above is very much appreciated. If you have any questions, please feel free to contact Matthew J. Gilroy
of Weil, Gotshal & Manges LLP at (212) 310-8961 or by e-mail at Matthew.Gilroy@weil.com. In addition, please notify Mr. Gilroy
when this request for acceleration has been granted.

Sincerely,

AltC Acquisition Corp.

By: /s/ Jay Taragin

Name: Jay Taragin

Title: Chief Financial Officer

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

Sam Altman, Chief Executive Officer, AltC Acquisition Corp.

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

Matthew J. Gilroy, Esq., Weil, Gotshal & Manges LLP

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

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

Jeffrey R. Vetter, Esq., Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP

Keith J. Scherer, Esq., Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP

    - 2 -

CORRESP
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767
Fifth Avenue

New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

April 15, 2024

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. 4 to the Registration Statement on Form S-4

                                            Filed April 2, 2024

                                            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 April 11, 2024, relating to Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-274722)
filed with the Commission on April 2, 2024, 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. 5
to the Registration Statement on Form S-4 (“Amendment No. 5”) on the date of this response letter. In addition
to addressing the comments raised by the Staff in the Comment Letter, Amendment No. 5 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. 5. Capitalized
terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment No. 5.

    Securities and Exchange Commission

    April 15, 2024

    Page 2

Amendment No. 4 filed April 2, 2024

Oklo’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 261

 1. Comment:
                                            You disclose on page 3 that references to the “Equinix Option” are
                                            to Equinix’s option expected to be included in the Equinix SAFE, if entered into, to
                                            elect that the Equinix Prepayment Amount be used as consideration for the issuance of shares
                                            of Oklo common stock prior to the consummation of the business combination instead of as
                                            prepayment for the supply of power pursuant to the Equinix LOI. However, you disclose under
                                            “Equinix Prepayment Amount” on page 4 that the Equinix Prepayment Amount
                                            of $25.0 million is for the supply of power by Oklo pursuant to the Equinix LOI. You also
                                            disclose under Recent Developments that “In exchange for the ROFR and other rights
                                            contained in the Equinix LOI, in March 2024, Equinix paid us the Equinix Prepayment
                                            Amount. In connection with the payment amount of the Equinix Prepayment Amount, we may enter
                                            into the Equinix SAFE pursuant to which Equinix would have the right to elect to receive
                                            either (i) 436,779 shares of Oklo common stock, which, at the Closing, would be automatically
                                            surrendered and exchanged for the right to receive the per share Merger Consideration, in
                                            accordance with the trems of the Merger Agreement or (ii) the supply of power at 10%
                                            discount to the most favored nation pricing that we are required to provide Equinix.”
                                            Please address the following:

 · Clarify
                                            whether the “Equinix Option” expected to be included in the Equinix SAFE
                                            can only be used as consideration for the issuance of Oklo common stock instead of
                                            as prepayment for the supply of power pursuant to the Equinix LOI; and

 · Disclose
                                            how AltC and Oklo determined that the Equinix Prepayment Amount should be treated as Permanent
                                            Equity Financing as opposed to a liability or unearned revenue since you disclose on page 4
                                            under “Equinix Prepayment Amount” that the $25.0 million prepayment made
                                            by Equinix to Oklo is for the supply of power by Oklo pursuant to the Equinix LOI and you
                                            disclose under Recent Developments that you could be required to supply power to Equinix
                                            at a discounted price over an extended period at Equinix’s option.

Response: The Company respectfully
acknowledges the SEC’s comment and advises the Staff as follows:

 · Subsequent
                                            to filing the Registration Statement with the Commission, Equinix advised Oklo that it will
                                            not enter into the Equinix SAFE. Accordingly, the Company has removed all references to the
                                            Equinix SAFE and to the Equinix Option throughout Amendment No. 5.

 · “Permitted Equity Financing” is a defined term pursuant to the Merger Agreement. As part
                                                                                                                                                                                                of an arms-length negotiation between the Company and Oklo, the parties have agreed to treat the February 2024 LOI Amount (as
                                                                                                                                                                                                previously defined in the Registration Statement as the Equinix Prepayment Amount) as a Permitted Equity Financing (as defined in
                                                                                                                                                                                                and solely for purposes of its treatment under the Merger Agreement). As a result of treating the February 2024 LOI Amount as a
                                                                                                                                                                                                Permitted Equity Financing under the Merger Agreement, (i) the Equity Value ascribed to Oklo in the transaction is increased by
                                                                                                                                                                                                $25.0 million and (ii) the amount of cash necessary to satisfy the Minimum Cash Condition is reduced by $25.0 million. The
                                                                                                                                                                                                parties came to this agreement because the February 2024 LOI Amount constitutes an additional $25.0 million in cash to Oklo that was
                                                                                                                                                                                                not contemplated at the time the Merger Agreement was entered into in July of 2023 and, therefore, is an additional $25 million
                                                                                                                                                                                                of cash that will be available to the Company upon the consummation of the business combination. We respectfully advise the Staff
                                                                                                                                                                                                that the foregoing agreed upon treatment of the February 2024 LOI Amount under the Merger Agreement is unrelated to the accounting
                                                                                                                                                                                                treatment. As disclosed on page 301 of Amendment No. 5, the February 2024 LOI Amount is treated as a Right of First Refusal
                                                                                                                                                                                                Liability for accounting purposes.

    Securities and Exchange Commission

    April 15, 2024

    Page 3

Exhibits

 2. Comment:
                                            We note that on February 16, 2024, you entered into a letter of intent with Equinix
                                            which includes a right of first refusal to purchase certain energy output in exchange for
                                            a $25.0 million prepayment made by Equinix. Please file the agreement as an exhibit to your
                                            registration statement, or tell us why you do not believe that it is a material agreement
                                            required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

Response: The Company respectfully
acknowledges the Staff’s comment and has filed a redacted copy of the Prepayment LOI as an exhibit to Amendment No. 5. In
addition, the Company respectfully advises the Staff that it will provide an unredacted copy of the Prepayment LOI 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.

[Remainder of page intentionally
left blank.]

    Securities and Exchange Commission

    April 15, 2024

    Page 4

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

United States securities and exchange commission logo
April 11, 2024
Sam Altman
Chief Executive Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed April 2, 2024
File No. 333-274722
Dear Sam Altman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 9, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed April 2, 2024
Oklo's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 261
1.You disclose on page 3 that references to the “Equinix Option” are to Equinix's option
expected to be included in the Equinix SAFE, if entered into, to elect that the Equinix
Prepayment Amount be used as consideration for the issuance of shares of Oklo common
stock prior to the consummation of the business combination instead of as a prepayment
for the supply of power pursuant to the Equinix LOI.  However, you disclose under
"Equinix Prepayment Amount" on page 4 that the Equinix Prepayment Amount of $25.0
million is for the supply of power by Oklo pursuant to the Equinix LOI. You also disclose
under Recent Developments that "In exchange for the ROFR and other rights contained in
the Equinix LOI, in March 2024, Equinix paid us the Equinix Prepayment Amount. In
connection with the payment of the Equinix Prepayment Amount, we may enter into the

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 April 11, 2024 Page 2
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
April 11, 2024
Page 2
Equinix SAFE pursuant to which Equinix would have the right to elect to receive either (i)
436,779 shares of Oklo common stock, which, at the Closing, would be automatically
surrendered and exchanged for the right to receive the per share Merger Consideration, in
accordance with the terms of the Merger Agreement or (ii) the supply of power at a 10%
discount to the most favored nation pricing that we are required to provide Equinix. Please
address the following:

•Clarify whether the "Equinix Option" expected to be included in the Equinix
SAFE can only be used as consideration for the issuance of Oklo common stock
instead of as a prepayment for the supply of power pursuant to the Equinix LOI; and
•Disclose how AltC and Oklo determined that the Equinix Prepayment Amount should
be treated as Permanent Equity Financing as opposed to a liability or unearned
revenue since you disclose on page 4 under "Equinix Prepayment Amount” that the
$25.0 million prepayment made by Equinix to Oklo is for the supply of power by
Oklo pursuant to the Equinix LOI and you disclose under Recent Developments that
you could be required to supply power to Equinix at a discounted price over an
extended period at Equinix's option.
Exhibits
2.We note that on February 16, 2024, you entered into a letter of intent with Equinix which
includes a right of first refusal to purchase certain energy output in exchange for a $25.0
million prepayment made by Equinix.  Please file the agreement as an exhibit to your
registration statement, or tell us why you do not believe that it is a material agreement
required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
            Please contact Mark Wojciechowski at 202-551-3759 or Gus Rodriguez at 202-551-3752
if you have questions regarding comments on the financial statements and related matters. Please
contact Anuja A. Majmudar at 202-551-3844 or Irene Barberena-Meissner at 202-551-6548 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Barbra J. Broudy

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767
Fifth Avenue
 New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

January 29, 2024

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. 2 to the Registration Statement on Form S-4

Filed December 22, 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 January 9, 2024, relating to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-274722)
filed with the Commission on December 22, 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. 3
to the Registration Statement on Form S-4 (“Amendment No. 3”) on the date of this response letter. In addition
to addressing the comments raised by the Staff in the Comment Letter, Amendment No. 3 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. 3. Capitalized
terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment No. 3.

    Securities and Exchange Commission

    January 29, 2024

    Page 2

Amendment No. 2 filed December 22, 2023

Background of the Transactions, page 170

 1. Comment: We note your revised disclosure in response to prior comment 3 that, as part of its determination
of a potentially attractive valuation of Oklo for AltC shareholders, AltC evaluated financial guidance published by selected publicly
traded companies, including selected nuclear focused companies and selected renewable independent power producers as well as future financial
forecasts for revenue and EBITDA, published by third-party research analysts (if available) and estimated trading multiples of the selected
publicly traded companies derived from such information, with a focus on EV/EBITDA. We further note you disclose that at the time of the
October 24 Proposal, (a) the selected nuclear focused companies had observed mean EV/EBITDA multiples of 12.4x and 11.8x for
calendar years 2023 and 2024, respectively and (b) the selected renewable independent power producers had observed mean EV/EBITDA
multiples of 18.7x and 15.1x for calendar years 2023 and 2024, respectively. Please disclose these selected publicly traded companies,
including the selected nuclear focused companies and selected renewable independent power producers.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 175 of Amendment No. 3.

 2. Comment: We also note your revised disclosure in response to prior comment 3 that AltC independently
developed a preliminary and highly illustrative scenario analysis of future potential run-rate EBITDA generation for Oklo based on a potential
range of powerhouses deployed in the future, and the value ascribed to Oklo in the October 24 Proposal compared favorably to AltC’s
analysis of potential run-rate EBITDA generation for Oklo, which implied EV/EBITDA multiples in the mid-single digits. Please disclose
these EV/EBITDA multiples.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 176 of Amendment No. 3.

Executive Compensation

Oklo Executive Officer and Director Compensation,
page 267

 3. Comment: Please update your executive compensation disclosure to reflect the recently completed 2023
fiscal year. Refer to paragraphs (m) through (r) of Item 402 of Regulation S-K.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 281-285 of Amendment No. 3.

[Remainder of page intentionally
left blank.]

    Securities and Exchange Commission

    January 29, 2024

    Page 3

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/ Matt 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

January 16, 2024
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on Form S-4 (Registration No. 333-274722)

To whom it may concern:
We write regarding the above- referenced registration statement (the “Registration
Statement”)  of AltC Acquisition Corp.  (the “Issuer”) concerning a proposed business
combination  (the “Transaction”) between the Issuer  and Oklo Inc. (the “Target”) .  As of
the date of this letter,  the Registration Statement has not yet been declared effective.
This letter is to advise you that, effective as of November 6, 2023, our firm has
resigned from, and ceased or refused to act in, every office, capacity , and relationship in
which we were described in the Registration Statement as acting or agreeing to act  with
respect to the Transaction.  We further advise you that neither  our firm, any person who
controls it (within the meaning of either Section 15 of the Securities Act of 1933 (the “Securities Act”) ) nor any of its affiliates (within the meaning of Rule 405 under the
Securities Act) will be responsible for any part of the Registration Statement.  In connection with our role as underwriter for the Issuer’s initial public offering , we have
waived our entitlement to the payment of any deferred compensation.
Please be advised that nothing herein is intended to constitute an acknowledgment
or admission, and we expressly deny, that  we have been or are an underwriter (within the
meaning of Section  2(a)(11) of the Securities Act or the rules and regulations
promulgated thereunder) with respect to the Transaction.
Sincerely,
J.P. Morgan Securities LLC
By:  _____________________
Name:  Peter Castoro
Title: Vice President
cc: AltC Acquisition Corp.
 Mark Wojciechowski and Gus Rodriguez, Staff Accountants  Anuja A. Majmudar and Irene Barberena, Staff Attorneys

United States securities and exchange commission logo
January 9, 2024
Sam Altman
Chief Executive Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 22, 2023
File No. 333-274722
Dear Sam Altman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Background of the Transactions, page 170
1.We note your revised disclosure in response to prior comment 3 that, as part of its
determination of a potentially attractive valuation of Oklo for AltC shareholders, AltC
evaluated financial guidance published by selected publicly traded companies, including
selected nuclear focused companies and selected renewable independent power
producers as well as future financial forecasts for revenue and EBITDA, published by
third-party research analysts (if available) and estimated trading multiples of the selected
publicly traded companies derived from such information, with a focus on EV/EBITDA.
We further note you disclose that at the time of the October 24 Proposal, (a) the selected
nuclear focused companies had observed mean EV/EBITDA multiples of 12.4x and 11.8x
for calendar years 2023 and 2024, respectively and (b) the selected renewable independent
power producers had observed mean EV/EBITDA multiples of 18.7x and 15.1x for

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 January 9, 2024 Page 2
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
January 9, 2024
Page 2
calendar years 2023 and 2024, respectively.  Please disclose these selected publicly traded
companies, including the selected nuclear focused companies and selected renewable
independent power producers.
2.We also note your revised disclosure in response to prior comment 3 that AltC
independently developed a preliminary and highly illustrative scenario analysis of future
potential run-rate EBITDA generation for Oklo based on a potential range of powerhouses
deployed in the future, and the value ascribed to Oklo in the October 24 Proposal
compared favorably to AltC’s analysis of potential run-rate EBITDA generation for Oklo,
which implied EV/EBITDA multiples in the mid-single digits.  Please disclose these
EV/EBITDA multiples.
Executive Compensation
Oklo Executive Officer and Director Compensation, page 267
3.Please update your executive compensation disclosure to reflect the recently completed
2023 fiscal year.  Refer to paragraphs (m) through (r) of Item 402 of Regulation S-K.
            Please contact Mark Wojciechowski, Staff Accountant, at 202-551-3759 or Gus
Rodriguez, Staff Accountant, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser,
at 202-551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Barbra J. Broudy

CORRESP
1
filename1.htm

767
Fifth Avenue
 New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

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

United States securities and exchange commission logo
December 4, 2023
Sam Altman
Chief Executive Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 13, 2023
File No. 333-274722
Dear Sam Altman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 25, 2023 letter.
Amendment No. 1 to Form S-4 filed November 13, 2023
Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement, page 31
1.We note your revised disclosure to prior comment 4.  Please revise to also provide the
name and date of the International Energy Agency report.
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.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

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 December 4, 2023 Page 2
 FirstName LastNameSam Altman
AltC Acquisition Corp.
December 4, 2023
Page 2
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 advisor.
Background of the Transactions, page 166
3.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.
Proposal No. 1 - The Business Combination Proposal
Background of the Transactions, page 166
4.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.
Index to Consolidated Financial Statements, page F-1
5.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.
General
6.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.
7.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.
8.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,

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 December 4, 2023 Page 3
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
December 4, 2023
Page 3
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.
9.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.
10.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.
            Please contact Mark Wojciechowski, Staff Accountant, at 202-551-3759 or Gus
Rodriguez, Staff Accountant, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters.  Please contact Anuja A. Majmudar, Attorney-Adviser,
at 202-551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Barbra J. Broudy

CORRESP
1
filename1.htm

    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

   VIA EDGAR TRANSMISSION
    November 13, 2023

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.

    Registration Statement on Form S-4

    Filed September 27, 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 October 25, 2023, relating to the Registration Statement on Form S-4 (File No. 333-274722) filed with the Commission
on September 27, 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. 1 to the Registration
Statement (“Amendment No. 1”) on the date of this response letter. In addition to addressing the comments raised
by the Staff in the Comment Letter, AltC has revised the Registration Statement to update certain other disclosures.

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. 1. Capitalized
terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment No. 1.

Form S-4 filed September 27, 2023

Questions and Answers About the Business Combination

Q. What will happen in the business combination?, page 15

    Securities and Exchange Commission

    November 13,
    2023

    Page 2

 1. Comment: We note you anticipate reserving for issuance up to 7,410,249 shares of Post-Closing Company
Class A common stock in respect of the Oklo options assumed pursuant to the terms of the Merger Agreement. Please clarify that these
shares are not included in the 92,832,673 shares that are being registered pursuant to this registration statement on Form S-4 and
tell us whether such shares are subject to registration rights.

Response:
The Company respectfully acknowledges the Staff’s comment and has provided clarifying language to pages 10, 14,
28 and 222 of Amendment No. 1.

Q. What is the amount of net cash per share of AltC common stock
that is being contributed to the Post-Closing Company in the Transactions?, page 19

 2. Comment: We note your disclosure includes the estimated net cash per share of AltC common stock under
a no redemption scenario and maximum redemption scenarios assuming a waiver and no waiver of the minimum cash condition. Revise your disclosure
to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by also including
interim redemption levels.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised Amendment No. 1 throughout to reflect additional redemption scenarios, including on pages 15-20, 48-52, 112-117 and 147-152 of
Amendment No. 1.

Q. How do the Sponsor and the Insiders intend to vote on the proposals?,
page 24

 3. Comment: We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

Response: The Company acknowledges the
Staff’s comment and respectfully confirms that pursuant to the Sponsor Agreement, the Sponsor and the Insiders agreed to waive their
redemption rights without any separate consideration paid in connection with providing such waiver. The Company has incorporated this
clarification on pages 23, 56 and 137 of Amendment No. 1.

Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement,
page 30

 4. Comment: Revise your disclosure to include the source for your statement that "global demand for
reliable, clean energy is growing rapidly, with 63% of Fortune Global companies publicly committing to emissions reductions by 2050 and
an expected $2 trillion annual spend on new clean power generation globally by 2030" and provide support for your statement that
 "Oklo is a leader in the nuclear industry in the development of fuel recycling" or revise to characterize as your belief.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 13-14, 31, 240 and 253 of Amendment No. 1.

Impact of the Business Combination on Our Public Float, page 46

    Securities and Exchange Commission

    November 13,
    2023

    Page 3

 5. Comment: It appears that underwriting fees remain constant and are not adjusted based on redemptions.
Revise your disclosure here to include interim redemption levels and to disclose the effective underwriting fee on a percentage basis
for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: The Company respectfully acknowledges
the Staff’s comment and has amended its disclosure on pages 52-53 and 152 of Amendment No. 1.

Interests of Certain AltC Persons in the Business Combination, page 52

 6. Comment: Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders
rather than liquidate.

Response: The Company respectfully acknowledges
the Staff’s comment and has amended its disclosure on pages 57, 107 and 192-193 of Amendment No. 1.

 7. Comment: Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 57, 107 and 193 of Amendment No. 1.

 8. Comment: Your charter waived the corporate opportunities doctrine. Please address this potential conflict
of interest and whether it impacted your search for an acquisition target.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 57-58, 107 and 193 of Amendment No. 1.

Cautionary Note Regarding Forward-Looking Statements, page 66

 9. Comment: We note your reliance upon the safe harbor provided by the U.S. Private Securities Litigation
Reform Act of 1995 for forward-looking statements. However, it is unclear whether this safe harbor is available for forward-looking statements
made in connection with a de-SPAC transaction. Therefore, please qualify your assertion with a statement indicating that there is uncertainty
as to the availability of the safe harbor in connection with a de-SPAC transaction.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 72 of Amendment No. 1.

Risk Factors

Risks Related to AltC and the Business Combination, page 102

    Securities and Exchange Commission

    November 13,
    2023

    Page 4

 10. Comment: Disclose the material risks to unaffiliated investors presented by taking the company public
through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter
that would be subject to liability for any material misstatements or omissions in a registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 112 of Amendment No. 1 to discuss risks presented by taking the Company public through a merger rather than an underwritten offering.
Further, the Company advises the Staff that Citigroup Global Markets Inc., in its capacity as capital markets advisor to the Company,
has conducted due diligence on Oklo and AltC in connection with the business combination in a matter that is substantially consistent
with the due diligence it would typically expect to perform in an underwritten offering (it being understood that what is “substantially
consistent” may vary from situation to situation). Accordingly, we respectfully believe that no disclosure of risks regarding the
absence of due diligence is appropriate. The Company understands that the capital markets advisor does not acknowledge that it is an
underwriter or has potential liability under the U.S. securities law as an underwriter.

Regulatory delays could cause us to be unable
to consummate the business combination, page 118

 11. Comment: We note your disclosure stating that you do not believe that either you or your sponsor constitute,
are controlled by or have substantial ties with, a “foreign person” under CFIUS rules and regulations. Please also tell
us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as CFIUS, or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction
could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation
to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and
the warrants, which would expire worthless.

Response: The Company respectfully acknowledges
the Staff's comment and confirms that neither AltC, the Sponsor, or anyone or any entity associated with or otherwise involved in the
Transactions is, is controlled by, or has substantial ties with a non-U.S. person. The Company has incorporated a risk factor concerning
this disclosure on pages 126-127 of Amendment No. 1.

Background of the Transactions, page 160

 12. Comment: We note that Citigroup Global Markets Inc. performed additional services after the IPO and
part of the IPO underwriting fee was deferred and conditioned on completion of a business combination. Please describe the services Citigroup
provided as your capital markets advisor after the completion of your initial public offering and the associated fees with such engagement.
Also, quantify the aggregate fees payable to Citigroup that are contingent on completion of the business combination.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 171 of Amendment No. 1.

    Securities and Exchange Commission

    November 13,
    2023

    Page 5

 13. Comment: You disclose that representatives of AltC and the sponsor evaluated over a dozen potential
targets and in connection with evaluating such opportunities, representatives conducted discussions and commenced due diligence on several
potential target opportunities. Please expand your discussion in this section to describe the process utilized to evaluate the other potential
targets. Please discuss the information gathered, how and by whom it was evaluated and whether any negotiations occurred. Your disclosure
should clearly 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 pages 166-167 of Amendment No. 1.

 14. Comment: You disclose that the pre-money equity value for Oklo included in the October 24 Proposal
was based on “AltC’s preliminary review of Oklo’s forecasted unit economics as compared to publicly available financial
information for selected publicly traded companies, including companies in the nuclear energy industry that had recently engaged in go
public transactions.” Please revise your disclosure to summarize the financial information for selected publicly traded companies
that was reviewed by AltC and describe how this information was applied to determine Oklo’s pre-money equity value of $750 million
to $850 million.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 167-168 of Amendment No. 1.

 15. Comment: You state that the October 24 Proposal provided that the consideration to be paid would
consist entirely of shares of AltC Class A common stock, included a minimum cash condition and contemplated earnout consideration
that would be based on the performance of AltC Class A common stock. Please revise to include additional details to explain how these
terms originated and the negotiations surrounding them.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 167-168 of Amendment No. 1.

Information About Oklo, page 252

 16. Comment: We note your disclosure that you do not expect to generate meaningful revenue unless and until
you are able to finalize development of and commercialize the Aurora product line, and you may not be able to do so on your anticipated
timetable, if at all. We also note that your first powerhouse is targeted for deployment in 2026 or 2027. Please revise your disclosure
to describe in more detail your plans for deploying your initial Aurora powerhouse project. Also disclose your plan of operations for
the next twelve months including the anticipated timeline and expenditures for these events.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 255-256 of Amendment No. 1.

    Securities and Exchange Commission

    November 13,
    2023

    Page 6

Executive
Compensation

Oklo Executive Officer and Director Compensation

Summary Compensation Table, page 258

 17. Comment: Revise your disclosure to include the summary compensation information for the fiscal year
ended December 31, 2021 in addition to the year ended December 31, 2022. Refer to Item 402(n) of Regulation S-K.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on pages 265-266 of Amendment No. 1.

General

 18. Comment: We note that on October 5, 2023, stockholders approved a charter proposal to extend the
date by which the Company has to consummate a business combination from October 12, 2023 to July 12, 2024. Please update your
disclosure throughout your registration statement accordingly.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised its disclosure on pages 2, 25, 40, 43, 56, 64, 108, 109, 110, 159, 162, 173,
191, 192, 226, 227, 238, 285, F-61 and F-71 of Amendment No. 1.

 19. Comment: We note that Citigroup was an underwriter for the initial public offering of the SPAC and
has acted as your capital markets advisor in connection with the business combination. Please tell us, with a view to disclosure, whether
you have received notice, or any other indication, from Citigroup or any other firm engaged in connection with your initial public offering
that it will cease involvement in your transaction and how that may impact your deal or the deferred underwriting compensation owed for
the SPAC’s initial public offering.

Response: The Company has 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

United States securities and exchange commission logo
October 25, 2023
Sam Altman
Chief Executive Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Registration Statement on Form S-4
Filed September 27, 2023
File No. 333-274722
Dear Sam Altman:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed September 27, 2023
Questions and Answers About the Business Combination
Q. What will happen in the business combination?, page 15
1.We note you anticipate reserving for issuance up to 7,410,249 shares of Post-Closing
Company Class A common stock in respect of the Oklo options assumed pursuant to the
terms of the Merger Agreement.  Please clarify that these shares are not included in the
92,832,673 shares that are being registered pursuant to this registration statement on Form
S-4 and tell us whether such shares are subject to registration rights.
Q. What is the amount of net cash per share of AltC common stock that is being contributed to
the Post-Closing Company in the Transactions?, page 19
2.We note your disclosure includes the estimated net cash per share of AtlC common stock
under a no redemption scenario and maximum redemption scenarios assuming a waiver
and no waiver of the minimum cash condition.  Revise your disclosure to show the
potential impact of redemptions on the per share value of the shares owned by non-

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 October 25, 2023 Page 2
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
October 25, 2023
Page 2
redeeming shareholders by also including interim redemption levels.
Questions and Answers About the Business Combination
Q. How do the Sponsor and the Insiders intend to vote on the proposals?, page 24
3.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement, page 30
4.Revise your disclosure to include the source for your statement that "global demand for
reliable, clean energy is growing rapidly, with 63% of Fortune Global companies publicly
committing to emissions reductions by 2050 and an expected $2 trillion annual spend on
new clean power generation globally by 2030" and provide support for your statement that
"Oklo is a leader in the nuclear industry in the development of fuel recycling" or revise to
characterize as your belief.
Impact of the Business Combination on Our Public Float, page 46
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure here to include interim redemption levels and to
disclose the effective underwriting fee on a percentage basis for shares at each redemption
level presented in your sensitivity analysis related to dilution.
Interests of Certain AltC Persons in the Business Combination, page 52
6.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
7.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
8.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Cautionary Note Regarding Forward-Looking Statements, page 66
9.We note your reliance upon the safe harbor provided by the U.S. Private Securities
Litigation Reform Act of 1995 for forward-looking statements.  However, it is unclear
whether this safe harbor is available for forward-looking statements made in connection
with a de-SPAC transaction. Therefore, please qualify your assertion with a statement
indicating that there is uncertainty as to the availability of the safe harbor in connection
with a de-SPAC transaction.

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 October 25, 2023 Page 3
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
October 25, 2023
Page 3
Risk Factors
Risks Related to AltC and the Business Combination, page 102
10.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Regulatory delays could cause us to be unable to consummate the business combination., page
118
11.We note your disclosure stating that you do not believe that either you or your sponsor
constitute, are controlled by or have substantial ties with, a “foreign person” under CFIUS
rules and regulations.  Please also tell us whether anyone or any entity associated with or
otherwise involved in the transaction, is, is controlled by, or has substantial ties with a
non-U.S. person.  If so, also include risk factor disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance,
discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a
U.S. government entity, such as CFIUS, or ultimately prohibited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
Background of the Transactions, page 160
12.We note that Citigroup Global Markets Inc. performed additional services after the IPO
and part of the IPO underwriting fee was deferred and conditioned on completion of a
business combination.  Please describe the services Citigroup provided as your capital
markets advisor after the completion of your initial public offering and the associated fees
with such engagement.  Also, quantify the aggregate fees payable to Citigroup that are
contingent on completion of the business combination.
13.You disclose that representatives of AltC and the sponsor evaluated over a dozen potential
targets and in connection with evaluating such opportunities, representatives conducted
discussions and commenced due diligence on several potential target opportunities.
Please expand your discussion in this section to describe the process utilized to evaluate
the other potential targets.  Please discuss the information gathered, how and by whom it
was evaluated and whether any negotiations occurred.  Your disclosure should clearly
describe the reasons you did not further consider pursuing any alternative targets.
14.You disclose that the pre-money equity value for Oklo included in the October 24
Proposal was based on "AltC’s preliminary review of Oklo’s forecasted unit economics as

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 October 25, 2023 Page 4
 FirstName LastNameSam Altman
AltC Acquisition Corp.
October 25, 2023
Page 4
compared to publicly available financial information for selected publicly traded
companies, including companies in the nuclear energy industry that had recently engaged
in go public transactions."  Please revise your disclosure to summarize the financial
information for selected publicly trade companies that was reviewed by AltC and describe
how this information wasapplied to determine Oklo's pre-money equity value of $750
million to $850 million.
15.You state that the October 24 Proposal provided that the consideration to be paid would
consist entirely of shares of AtC Class A common stock, included a minimum cash
condition and contemplated earnout consideration that would be based on the performance
of AltC Class A common stock.  Please revise to include additional details to explain how
these terms originated and the negotiations surrounding them.
Information About Oklo, page 252
16.We note your disclosure that you do not expect to generate meaningful revenue unless and
until you are able to finalize development of and commercialize the Aurora product line,
and you may not be able to do so on your anticipated timetable, if at all.  We also note that
your first powerhouse is targeted for deployment in 2026 or 2027.  Please revise your
disclosure to describe in more detail your plans for deploying your initial Aurora
powerhouse project.  Also disclose your plan of operations for the next twelve months
including the anticipated timeline and expenditures for these events.
Executive Compensation
Oklo Executive Officer and Director Compensation
Summary Compensation Table, page 258
17.Revise your disclosure to include the summary compensation information for the the
fiscal year ended December 31, 2021 in addition to the year ended December 31, 2022.
Refer to Item 402(n) of Regulation S-K.
General
18.We note that on October 5, 2023, stockholders approved a charter proposal to extend the
date by which the Company has to consummate a business combination from October 12,
2023 to July 12, 2024.  Please update your disclosure throughout your registration
statement accordingly.
19.We note that Citigroup was an underwriter for the initial public offering of the SPAC and
has acted as your capital markets advisor in connection with the business
combination.  Please tell us, with a view to disclosure, whether you have received notice,
or any other indication, from Citigroup or any other firm engaged in connection with your
initial public offering that it will cease involvement in your transaction and how that may
impact your deal or the deferred underwriting compensation owed for the SPAC’s initial
public offering.

 FirstName LastNameSam Altman
 Comapany NameAltC Acquisition Corp.
 October 25, 2023 Page 5
 FirstName LastName
Sam Altman
AltC Acquisition Corp.
October 25, 2023
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mark Wojciechowski, Staff Accountant, at 202-551-3759 or Gus
Rodriguez, Staff Accountant, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser,
at 202-551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Barbra J. Broudy

CORRESP
1
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Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013

July 6, 2021

VIA EDGAR

Jennifer Gowetski and Mary Beth Breslin

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AltC Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 15, 2021, as amended

    File No. 333-254263

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of AltC Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern time on July 7, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Citigroup Global Markets Inc.

    By:
    /s/ Pavan Bellur

    Name:
     Pavan Bellur

    Title:
     Managing Director

    As Representative of the several underwriters

[Signature
Page to Underwriter’s Acceleration Request Letter]

CORRESP
1
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AltC Acquisition Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

July 6, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jennifer Gowetski and Mary Beth Breslin

    AltC Acquisition Corp.

    Registration Statement on

    Form S-1 (Registration No. 333-254263)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “Registration
Statement”) relating to the registration of 46,000,000 shares of Class A common stock, $0.0001 par value, of AltC Acquisition Corp.
(the “Company”) be accelerated to July 7, 2021 at 4:00 PM ET or as soon thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Barbra
Broudy of Weil, Gotshal & Manges LLP at (212) 310-8744.

*****

    Very truly yours,

    AltC Acquisition Corp.

    By:
    /s/ Jay Taragin

    Name:
    Jay Taragin

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013

July 1, 2021

VIA EDGAR

Jennifer Gowetski and Mary Beth Breslin

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  AltC Acquisition Corp.

Withdrawal of Acceleration Request for Registration
Statement on Form S-1

Filed March 15, 2021, as amended

File No. 333-254263

Dear Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on June 28, 2021, in which we, as representative of the several underwriters of AltC Acquisition Corp.’s
(the “Company”) proposed initial public offering, joined the Company’s request for acceleration of the effective date
of the above-referenced Registration Statement for June 30, 2021, at 4:00 p.m. Eastern Time. The Company is no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

[Signature Page Follows]

Very truly yours,

Citigroup Global Markets Inc.

as representative of the Underwriters

By:
/s/ Pavan Bellur

Name:
Pavan Bellur

Title:
Managing Director

[Signature Page to Withdrawal of Acceleration
Request]

CORRESP
1
filename1.htm

AltC Acquisition Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

July 1, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jennifer Gowetski and Mary Beth Breslin

    Re:

    AltC Acquisition Corp.

    Withdrawal of Acceleration Request for Registration Statement
    on Form S-1

    Filed March 15, 2021, as amended

    File No. 333-249554

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on June 28, 2021, in which we requested the acceleration of the effective date of the Registration Statement on Form S-1 (File
No. 333-249554) (the “Registration Statement”) of AltC Acquisition Corp. to 4:00 P.M. ET on June 30, 2021 or as soon as practicable
thereafter, pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Please call Barbra J. Broudy of Weil, Gotshal &
Manges LLP at (212) 310-8744 or Alexander D. Lynch at (212) 310-8971 with any questions you may have concerning this request.

    Very truly yours,

    AltC Acquisition Corp.

    By:
    /s/ Jay Taragin

    Name:
    Jay Taragin

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013

June 28, 2021

VIA EDGAR

Jennifer Gowetski and Mary Beth Breslin

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AltC Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 15, 2021, as amended

    File No. 333-254263

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of AltC Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern time on June 30, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Citigroup Global Markets Inc.

    By:
    /s/ Pavan Bellur

    Name:
     Pavan Bellur

    Title:
     Managing Director

    As Representative of the several underwriters

[Signature
Page to Underwriter’s Acceleration Request Letter]

CORRESP
1
filename1.htm

AltC Acquisition Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

June 28, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jennifer Gowetski and Mary Beth Breslin

    AltC Acquisition Corp.

    Registration Statement on

    Form S-1 (Registration No. 333-254263)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “Registration
Statement”) relating to the registration of 46,000,000 shares of Class A common stock, $0.0001 par value, of AltC Acquisition Corp.
(the “Company”) be accelerated to June 30, 2021 at 4:00 PM ET or as soon thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Barbra
Broudy of Weil, Gotshal & Manges LLP at (212) 310-8744.

*****

    Very truly yours,

    AltC Acquisition Corp.

    By:
    /s/ Jay Taragin

    Name:
    Jay Taragin

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

767 Fifth Avenue
New York, NY

10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

June 21, 2021

VIA EDGAR TRANSMISSION

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: AltC Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-1

Filed June 4, 2021

File No. 333-254263

Ladies and Gentlemen:

On behalf of our client, AltC Acquisition Corp.,
a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 17, 2021, relating
to the Registration Statement on Form S-1 of the Company (File No. 333-254263) (the “Registration Statement”)
filed with the Commission on June 4, 2021. We are concurrently filing via EDGAR, Amendment No. 3 (“Amendment No. 3”)
to the Registration Statement.

Set forth below is the Company’s response
to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s
response.

Amendment No. 2 to Registration Statement on Form S-1

Exhibit 23.1, page II-5

 1. We note your response to prior comment 4. However, the revised auditor’s consent references an auditor report date of March 12,
2021 instead of March 15, 2021. Please revise.

The Company acknowledges the Staff’s comment and has
filed a revised exhibit 23.1.

Securities and Exchange Commission

June 17, 2021

Page 2

* * * * *

Please contact the undersigned at (212) 310-8744
if you have any questions or need further information.

  Sincerely yours,

  /s/ Barbra J. Broudy

  Barbra
J. Broudy

  cc:
  Jay Taragin

  Chief Financial Officer

  AltC Acquisition Corp.

    2

United States securities and exchange commission logo
June 17, 2021
Jay Taragin
Chief Financial Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 4, 2021
File No. 333-254263
Dear Mr. Taragin:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 14, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Exhibit 23.1, page II-5
1.We note your response to prior comment 4.  However, the revised auditor’s consent
references an auditor report date of March 12, 2021 instead of March 15, 2021.  Please
revise.
            You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.
Please contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with
any other questions.

 FirstName LastNameJay Taragin
 Comapany NameAltC Acquisition Corp.
 June 17, 2021 Page 2
 FirstName LastName
Jay Taragin
AltC Acquisition Corp.
June 17, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barbra Broudy

CORRESP
1
filename1.htm

767 Fifth Avenue
New York, NY

10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

June 4, 2021

VIA EDGAR TRANSMISSION

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: AltC Acquisition Corp.

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

    Filed May 7, 2021

    File No. 333-254263

Ladies and Gentlemen:

On behalf of our client, AltC Acquisition Corp.,
a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 14, 2021, relating
to the Registration Statement on Form S-1 of the Company (File No. 333-254263) (the “Registration Statement”)
filed with the Commission on May 7, 2021. We are concurrently filing via EDGAR, Amendment No. 2 (“Amendment No. 2”)
to the Registration Statement. The changes reflected in Amendment No. 2 include other changes intended to update, clarify and render
more complete the information set forth therein.

Set forth below is the Company’s response
to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s
response.

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

Use of Proceeds, page 64

1. In the table, please revise to present the correct amounts for “Proceeds after estimated offering expenses,” “Held
in trust account,” and “Not held in trust account” that coincide with your revised offering.

Securities and Exchange Commission

June 4, 2021

Page 2

  The Company acknowledges the Staff’s comment and has
revised the disclosure on page 64 accordingly.

Dilution, page 68

2. It appears that footnote (1) on page 69 should reference $14,000,000 instead of $17,500,000 of deferred underwriting
commissions. Please revise or advise.

  The Company acknowledges the Staff’s comment and has
revised the disclosure on page 68 accordingly.

Principal Stockholders, page 119

3. You state on page 119 and throughout that, upon the completion of this offering, your initial stockholders will beneficially
own 20.0% of the then issued and outstanding shares of your common stock. We note the revised principal stockholders table indicates that
your sponsor and Michael Klein will own 22% of your outstanding common shares after the offering. Please tell us the basis for this discrepancy
or revise, as appropriate.

  The Company acknowledges the Staff’s comment and respectfully
advises the Staff that references to 20% are exclusive of the private placement shares and references to 22% are inclusive of the private
placement shares. The Company respectfully advises the Staff that it revised the disclosure on page 120 and throughout to accurately
describe the distinction.

Statement of Operations, page F-4

4. Please update the number of weighted average shares outstanding and related footnote (1) disclosure to reflect both the pending
surrender of 17,250,000 Class B shares and forfeiture of an additional 1,500,000 shares in connection with your offering. Similar
concerns apply with respect to footnote (1) of the Balance Sheets on page F-3 and the Statements of Changes in Stockholder’s
Equity on page F-5.

  The Company acknowledges the Staff’s comment and has
revised the disclosure on pages F-3 – F-5 accordingly.

Exhibit 23.1, page II-5

5. We note that the auditor’s consent makes reference to the audit of your financial statements as of and through March 31,
2021 instead of March 4, 2021. Please revise.

  The Company acknowledges the Staff’s comment and has
filed a revised exhibit 23.1.

Securities and Exchange Commission

June 4, 2021

Page 3

*           *           *           *           *

  Please contact the undersigned at (212) 310-8744
if you have any questions or need further information.

  Sincerely yours,

  /s/ Barbra J. Broudy

  Barbra
J. Broudy

cc: Jay Taragin

  Chief Financial Officer

  AltC Acquisition Corp.

United States securities and exchange commission logo
May 14, 2021
Jay Taragin
Chief Financial Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12 th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 7, 2021
File No. 333-254263
Dear Mr. Taragin:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 11, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Use of Proceeds, page 64
1.In the table, please revise to present the correct amounts for “Proceeds after estimated
offering expenses,” “Held in trust account,” and “Not held in trust account” that
coincide with your revised offering.
Dilution, page 68
2.It appears that footnote (1) on page 69 should reference $14,000,000 instead of
$17,500,000 of deferred underwriting commissions.  Please revise or advise.

 FirstName LastNameJay Taragin
 Comapany NameAltC Acquisition Corp.
 May 14, 2021 Page 2
 FirstName LastName
Jay Taragin
AltC Acquisition Corp.
May 14, 2021
Page 2
Principal Stockholders, page 119
3.You state on page 119 and throughout that, upon the completion of this offering, your
initial stockholders will beneficially own 20.0% of the then issued and outstanding shares
of your common stock.  We note the revised principal stockholders table indicates that
your sponsor and Michael Klein will own 22% of your outstanding common shares after
the offering.  Please tell us the basis for this discrepancy or revise, as appropriate.
Statements of Operations, page F-4
4.Please update the number of weighted average shares outstanding and related footnote (1)
disclosure to reflect both the pending surrender of 17,250,000 Class B shares and
forfeiture of an additional 1,500,000 shares in connection with your offering.  Similar
concerns apply with respect to footnote (1) of the Balance Sheets on page F-3 and the
Statements of Changes in Stockholder’s Equity on page F-5.
Exhibit 23.1, page II-5
5.We note that the auditor’s consent makes reference to the audit of your financial
statements as of and through March 31, 2021 instead of March 4, 2021.  Please revise.
            You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barbra Broudy

CORRESP
1
filename1.htm

767 Fifth
Avenue New York, NY

10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

May 7, 2021

VIA EDGAR TRANSMISSION

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: AltC Acquisition Corp.

Registration Statement on Form S-1

Filed March 15, 2021

File No. 333-254263

Ladies and Gentlemen:

On behalf of our client, AltC Acquisition Corp.,
a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated April 11, 2021, relating
to the Registration Statement on Form S-1 of the Company (File No. 333-254263) (the “Registration Statement”) filed with the
Commission on March 15, 2021. We are concurrently filing via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement. The changes reflected in Amendment No. 1 include other changes intended to update, clarify and render more complete the information
set forth therein.

Set forth below is the Company’s response
to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s
response.

Registration Statement on Form S-1

General

 1. Please revise your prospectus to describe the exclusive forum provision contained in Section 9.3 of Exhibit 4.4. Additionally,
please include risk factor disclosure regarding the exclusive forum provisions in the warrant agreement and your amended and restated
certificate of incorporation.

Securities and Exchange Commission

May 7, 2021

Page 2

The Company acknowledges the
Staff’s comment and respectively advises that Staff that the Company is no longer offering warrants. The Company has added a
risk factor on page 54 regarding the exclusive forum provision in the Company’s amended and restated certificate of
incorporation.

*            *          *          *         *

Please contact the undersigned at (212) 310-8744
if you have any questions or need further information.

    Sincerely yours,

    /s/ Barbra J. Broudy

    Barbra J. Broudy

    cc:
    Jay Taragin

    Chief Financial Officer

    AltC Acquisition Corp.

United States securities and exchange commission logo
April 11, 2021
Jay Taragin
Chief Financial Officer
AltC Acquisition Corp.
640 Fifth Avenue, 12 th Floor
New York, NY 10019
Re:AltC Acquisition Corp.
Registration Statement on Form S-1
Filed March 15, 2021
File No. 333-254263
Dear Mr. Taragin:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1
General
1.Please revise your prospectus to describe the exclusive forum provision contained
in Section 9.3 of Exhibit 4.4.  Additionally, please include risk factor disclosure regarding
the exclusive forum provisions in the warrant agreement and your amended and restated
certificate of incorporation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJay Taragin
 Comapany NameAltC Acquisition Corp.
 April 11, 2021 Page 2
 FirstName LastName
Jay Taragin
AltC Acquisition Corp.
April 11, 2021
Page 2
            You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Gowetski at 202-551-3401 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barbra Broudy