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.