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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Oklo Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Data Collective IV, L.P. | ||||||||
| 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
5,277,513.00 | ||||||||
| 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)
4.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 5,277,513 shares, except that Data Collective IV GP, LLC ("DCVC IV GP"), the general partner of Data Collective IV, L.P. ("DCVC IV"), may be deemed to have sole voting power with respect to such shares, and Zachary Bogue ("Bogue") and Matthew Ocko ("Ocko"), the managing members of DCVC IV GP, may be deemed to have shared voting power with respect to such shares.
Note to Row 6: See response to row 5.
Note to Row 7: 5,277,513 shares, except that DCVC IV GP, the general partner of DCVC IV, may be deemed to have sole voting power with respect to such shares, and Bogue and Ocko, the managing members of DCVC IV GP, may be deemed to have shared dispositive power with respect to such shares.
Note to Row 8: See response to row 7.
SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Data Collective IV GP, 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
5,277,513.00 | ||||||||
| 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)
4.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 5,277,513 shares, all of which are held by Data Collective IV, L.P. ("DCVC IV"), for whom Data Collective IV GP, LLC ("DCVC IV GP") serves as general partner, except that Zachary Bogue ("Bogue") and Matthew Ocko ("Ocko"), the managing members of DCVC IV GP, may be deemed to have shared voting power with respect to such shares.
Note to Row 6: See response to row 5.
Note to Row 7: 5,277,513 shares, all of which are held by DCVC IV, for whom DCVC IV GP serves as general partner, except that Bogue and Ocko, the managing members of DCVC IV GP, may be deemed to have shared dispositive power with respect to such shares.
Note to Row 8: See response to row 7.
SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Three Kingdoms Capital Partners, L.P. | ||||||||
| 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
104,702.00 | ||||||||
| 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 |
Comment for Type of Reporting Person: Note to Row 5: 104,702 shares, except that Archimedes Capital Asia, LLC ("Archimedes"), the general partner of Three Kingdoms Capital Partners, L.P. ("Three Kingdoms"), may be deemed to have sole voting power with respect to such shares, and Matthew Ocko ("Ocko"), the managing member of Archimedes, may be deemed to have sole voting power with respect to such shares.
Note to Row 6: See response to row 5.
Note to Row 7: 104,702 shares, except that Archimedes, the general partner of Three Kingdoms, may be deemed to have sole dispositive power with respect to such shares, and Ocko, the managing member of Archimedes, may be deemed to have sole dispositive power with respect to such shares.
Note to Row 8: See response to row 7.
SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Archimedes Capital Asia, 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
104,702.00 | ||||||||
| 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 |
Comment for Type of Reporting Person: Note to Row 5: 104,702 shares, all of which are held by Three Kingdoms Capital Partners, L.P. ("Three Kingdoms"), for whom Archimedes Capital Asia, LLC ("Archimedes") serves as general partner, except that Matthew Ocko ("Ocko"), the managing member of Archimedes, may be deemed to have sole voting power with respect to such shares.
Note to Row 6: See response to row 5.
Note to Row 7: 104,702 shares, all of which are held by Three Kingdoms, for whom Archimedes serves as general partner, except that Ocko, the managing member of Archimedes, may be deemed to have sole dispositive power with respect to such shares.
Note to Row 8: See response to row 7.
SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Zachary Bogue | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,326,404.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 6: 5,277,513 shares, of which 5,277,513 are held by Data Collective IV, L.P. ("DCVC IV"). Zachary Bogue ("Bogue") is a managing member of Data Collective IV GP, LLC ("DCVC IV GP"), the general partner of DCVC IV, and may be deemed to have shared voting power with respect to such shares.
Note to Row 8: 5,277,513 shares, of which 5,277,513 are held by DCVC IV. Bogue is a managing member of DCVC IV GP, the general partner of DCVC IV, and may be deemed to have shared dispositive power with respect to such shares.
SCHEDULE 13G
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| CUSIP No. | 02156V109 |
| 1 | Names of Reporting Persons
Matthew Ocko | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,382,215.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: 104,702, of which 104,702 are held by Three Kingdoms Capital Partners, L.P. ("Three Kingdoms"). Matthew Ocko ("Ocko") is the managing member of Archimedes Capital Asia, LLC ("Archimedes"), the general partner of Three Kingdoms Capital, and may be deemed to have sole voting power with respect to such shares.
Note to Row 6: 5,277,513 shares, of which 5,277,513 are held by Data Collective IV, L.P. ("DCVC IV"). Ocko is a managing member of Data Collective IV GP, LLC ("DCVC IV GP"), the general partner of DCVC IV, and may be deemed to have shared voting power with respect to such shares.
Note to Row 7: 104,702, of which 104,702 are held by Three Kingdoms Capital Partners, L.P. ("Three Kingdoms"). Ocko is the managing member of Archimedes Capital Asia, LLC ("Archimedes"), the general partner of Three Kingdoms Capital, and may be deemed to have sole dispositive power with respect to such shares.
Note to Row 8: 5,277,513 shares, of which 5,277,513 are held by DCVC IV. Ocko is a managing member of DCVC IV GP, the general partner of DCVC IV, and may be deemed to have shared dispositive power with respect to such shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Oklo Inc. | |
| (b) | Address of issuer's principal executive offices:
3190 Coronado Dr., Santa Clara, CA 95054 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 1 ("Amendment No.1") amends and supplements the Schedule 13G initially filed with the Commission on May 9, 2024 (the "Original Schedule 13G") and is filed by Data Collective IV, L.P., a Delaware limited partnership ("DCVC IV"), Data Collective IV GP, LLC, a Delaware limited liability company ("DCVC IV GP"), Three Kingdoms Capital Partners, L.P., a Delaware limited partnership ("Three Kingdoms"), Archimedes Capital Asia, LLC, a Delaware limited liability company ("Archimedes"), Zachary Bogue ("Bogue") and Matthew Ocko ("Ocko"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
DCVC IV GP is the general partner of DCVC IV, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by DCVC IV. Bogue and Ocko are managing members of DCVC IV GP and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by DCVC IV.
Archimedes is the general partner of Three Kingdoms, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by Three Kingdoms. Ocko is the managing member of Archimedes and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by Three Kingdoms. | |
| (b) | Address or principal business office or, if none, residence:
270 University Avenue
Palo Alto, CA 94301 | |
| (c) | Citizenship:
DCVC IV and Three Kingdoms are Delaware limited partnerships. DCVC IV GP and Archimedes are Delaware limited liability companies. Bogue and Ocko are United States citizens. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
02156V109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of DCVC IV and Three Kingdoms and the limited liability company agreements of DCVC IV GP and Archimedes, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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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Exhibit Information
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Exhibit A. Agreement of Joint Filing |