| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Oklo Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02156V109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons Mithril II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons Mithril II GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons Mithril II UGP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons Ajay Royan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CANADA (FEDERAL LEVEL) | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons Peter Thiel | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Oklo Inc. |
| (b) | Address of issuer's principal executive
offices: 3190 Coronado Dr. |
| Item 2. | |
| (a) | Name of person filing: Introductory Note: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission on May 20, 2024 (the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G. |
| (b) | Address or principal business office or, if
none, residence: |
| (c) | Citizenship: |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.: 02156V109 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person.* |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person.* % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person.* | |
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page for each Reporting Person.* | |
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page for each Reporting Person.* | |
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page for each Reporting Person.
* Except to the extent of their pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class |
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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