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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 13D/A 0001571705 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.0001 per share 03/06/2025 false 0001849056 02156V109 Oklo Inc. 3190 Coronado Dr. Santa Clara CA 95054 Samuel H. Altman 650-550-0127 3190 Coronado Dr., Santa Clara CA 95054 0001571705 N Samuel H. Altman PF N X1 6650402.00 0.00 6650402.00 0.00 6650402.00 N 4.8 IN Represents (i) 414,295 shares of Class A Common Stock of the Issuer held by Altman Holdco, LLC ("Altman Holdco"), (ii) 478,500 shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. and (iii) 5,757,607 shares of Class A Common Stock of the Issuer held by the Samuel H. Altman Revocable Trust, of which the Reporting Person serves as co-trustee. The Samuel H. Altman Revocable Trust is the managing member of Altman Holdco. Mr. Altman is co-trustee of the Samuel H. Altman Revocable Trust and, as a result, may be deemed to hold voting and dispositive power with respect to the shares held by Altman Holdco. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. Y Hydrazine Capital II, L.P. WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. Y Hydrazine Capital II, GP, LLC AF N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. Y Apollo Projects, L.P. OO N DE 478500.00 0.00 478500.00 0.00 478500.00 N 0.3 PN Represents shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. Y Apollo Projects GP, LLC AF N DE 478500.00 0.00 478500.00 0.00 478500.00 N 0.3 OO Represents shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. Class A Common Stock, par value $0.0001 per share Oklo Inc. 3190 Coronado Dr. Santa Clara CA 95054 EXPLANATORY STATEMENT This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed by Reporting Persons on December 23, 2024 (the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Item 5(a)-(e) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The Reporting Persons beneficially owns an aggregate of 6,650,402 shares of Class A Common Stock, which consists of (i) 414,295 shares of Class A Common Stock of the Issuer held by Altman Holdco, (ii) 478,500 shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. and (iii) 5,757,607 shares of Class A Common Stock held by the Samuel H. Altman Revocable Trust, representing approximately 4.8% of the outstanding shares of Class A Common Stock. The percent of class was calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. On March 6, 2025, Hydrazine Capital II, L.P. made a distribution in-kind of 3,732,379 shares of Class A Common Stock, of which 414,295 shares of Class A Common Stock were received by Altman Holdco and 407 shares of Class A Common Stock were received by the Samuel H. Altman Revocable Trust. Except as set forth above, during the past 60 days, the Reporting Persons have not effected any transactions in the Issuer's Class A Common Stock. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Statement. As of March 6, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Common Stock of the Issuer. Samuel H. Altman /s/ Samuel H. Altman Samuel H. Altman, Managing Member 04/04/2025 Hydrazine Capital II, L.P. /s/ Samuel H. Altman Samuel H. Altman, Managing Member 04/04/2025 Hydrazine Capital II, GP, LLC /s/ Samuel H. Altman Samuel H. Altman, Managing Member 04/04/2025 Apollo Projects, L.P. /s/ Samuel H. Altman Samuel H. Altman, Managing Member 04/04/2025 Apollo Projects GP, LLC /s/ Samuel H. Altman Samuel H. Altman, Managing Member 04/04/2025