Sec Form 13G Filing - Mithril II LP @ Oklo Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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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

Names of Reporting Persons

Mithril II LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

02156V109

Names of Reporting Persons

Mithril II GP LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each R eporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

02156V109

Names of Reporting Persons

Mithril II UGP LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

02156V109

Names of Reporting Persons

Ajay Royan

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

02156V109

Names of Reporting Persons

Peter Thiel

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

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 reas onable 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.

Mithril II LP

Signature:	/s/ Ajay Royan
Name/Title:	Ajay Royan/Managing Member of Mithril II UGP LLC the General Partner of Mithril II GP LP the General Partner of Mithril II LP
Date:	02/13/2025

Mithril II GP LP

Signature:	/s/ Ajay Royan
Name/Title:	Ajay Royan/Managing Member of Mithril II UGP LLC the General Partner of Mithril II GP LP
Date:	02/13/2025

Mithril II UGP LLC

Signature:	/s/ Ajay Royan
Name/Title:	Ajay Royan/Managing Member
Date:	02/13/2025

Ajay Royan

Signature:	/s/ Ajay Royan
Name/Title:	Ajay Royan
Date:	02/13/2025

Peter Thiel

Signature:	/s/ Peter Thiel
Name/Title:	Peter Thiel
Date:	02/13/2025

primary_doc.xml

Sec Form 13G Filing - Mithril II LP filing for Oklo Inc. (OKLO) - 2025-02-14