As filed with the Securities and Exchange Commission on June 18, 2026.

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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Standard Nuclear, Inc.
(Exact name of registrant as specified in its charter)

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200 Europia Ave
Oak Ridge, TN 37830
845-258-0016
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Kurt Terrani
Chief Executive Officer
200 Europia Ave
Oak Ridge, TN 37830
845-258-0016
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated            , 2026

Preliminary Prospectus

            Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Standard Nuclear, Inc. We are offering            shares of our Class A common stock in this offering.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of our Class A common stock will be between $            and $            .

We intend to apply to list our Class A common stock on the New York Stock Exchange under the symbol “STDN.”

We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible into one share of Class A common stock. Each share of Class B common stock will convert automatically upon the occurrence of certain events. See “Description of Capital Stock.”

Upon the completion of this offering, outstanding shares of Class B common stock will represent, and Thomas Hendrix, our Founder, Chair of our board of directors and Executive Chairman (the “Executive Chairman”), will beneficially own, approximately            % of the voting power of our outstanding capital stock (or approximately            % if the underwriters exercise their option to purchase additional shares of our Class A common stock in full). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Management — Controlled Company Exemption.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

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Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 31 to read about factors you should consider before buying shares of our Class A common stock.

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Neither the SEC nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)      See “Underwriting” for additional disclosure regarding underwriting discounts and commissions and estimated offering expenses.

We have granted the underwriters the right to purchase up to an additional            shares of our Class A common stock to cover over-allotments, if any.

At our request, the underwriters have reserved up to    % of the shares of our Class A common stock offered by this prospectus for sale at the initial public offering price through a reserved share program to our directors, officers and certain of our employees. See “Underwriting — Reserved Share Program.”

The underwriters expect to deliver the shares of common stock to purchasers on or about            , 2026.

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Prospectus dated            , 2026

Table of Contents

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We have not, and the underwriters have not, authorized anyone to provide you with additional information or information that is different from, or to make any representations other than those contained in, this prospectus or in any free-writing prospectus prepared by or on behalf of us to which we may have referred you in connection with this offering. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and future growth prospects may have changed since that date.

Unless the context requires otherwise, the words “we,” “us,” “our,” the “Company” and “Standard Nuclear” refer to Standard Nuclear, Inc. and its subsidiaries taken as a whole. For purposes of this prospectus, unless the context otherwise requires, the term “stockholders” shall refer to the holders of our Class A common stock and Class B common stock, collectively, and “common stock” shall refer to our Class A and Class B common stock, collectively.

Through and including            , 2026 (the 25th day after the date of this prospectus) U.S. federal securities laws may require all dealers that effect transactions in our Class A common stock, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free-writing prospectus outside the United States. See “Underwriting.”

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

“Standard Nuclear,” our logo, and our other registered or common law trademarks, tradenames and service marks appearing in this prospectus are our property. Solely for convenience, our trademarks, tradenames and service marks referred to in this prospectus appear without the ®, ™ and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. This prospectus contains additional trademarks, tradenames and service marks of other companies that are the property of their respective owners.

KEY PERFORMANCE INDICATORS

This prospectus includes certain key performance indicators, including Total Contract Backlog, Fuel/TRISO Production Capacity and Regulatory Milestones, that our management regularly reviews in managing its business to evaluate its business and operations, guide decision-making, measure progress and understand growth opportunity, and ultimately help drive profitability. For definitions of these key performance indicators, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators.”

INDUSTRY AND MARKET DATA

This prospectus contains estimates and information concerning our industry, our business, and the market for our products and solutions, including our general expectations of our market position, market growth forecasts, our market opportunity, and size of the markets in which we participate, that are based on industry publications, surveys, and reports that have been prepared by independent third parties. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications, surveys, and reports, we believe the publications, surveys, and reports are generally reliable, although such information is inherently subject to uncertainties and imprecision. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following industry publications or reports that have been prepared by independent third parties:

•        United States Department of Energy, “Pathways to Commercial Liftoff: Advanced Nuclear,” September 2024 (accessed on February 11, 2025)

•        United States Nuclear Regulatory Commission, “Fuel Fabrication,” last updated June 26, 2023 (accessed on February 11, 2025)

•        United States Department of Energy, “TRISO Particles: The Most Robust Nuclear Fuel on Earth,” July 19, 2019 (accessed on February 11, 2025)

•        Wood Mackenzie, Market Report, “U.S. Demand for TRISO Fuel,” March 5, 2026, which was commissioned by us

SELECT DEFINED TERMS

The following are abbreviations, acronyms, and definitions of certain terms used in this prospectus:

“2025 Stock Plan” means the Standard Nuclear, Inc. 2025 Equity Incentive Plan, as amended prior to the completion of this offering.

“2026 Plan” means our 2026 Equity Incentive Plan.

“Bonus Plan” means our 2026 Executive Incentive Bonus Plan.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Class B Conversion” means the conversion by the holders thereof of all outstanding shares of Class B common stock not beneficially owned by Mr. Hendrix into shares of Class A common stock immediately prior to the completion of this offering.

“Class B Equity Exchange Agreement” means the equity exchange right agreement to be entered into between the Company and Mr. Hendrix, which gives Mr. Hendrix a right (but not an obligation) to require us to exchange any shares of Class A common stock received by Mr. Hendrix upon the exercise, vesting, and/or settlement of certain equity awards held by Mr. Hendrix for an equivalent number of shares of Class B common stock.

“Class B Exchange Agreement” means the exchange agreement to be entered into among the Company and Standard Nuclear Trust, an entity affiliated with Mr. Hendrix, pursuant to which, upon the Effective Time, all of the outstanding shares of our Class A common stock beneficially owned by Standard Nuclear Trust as of the Effective Time will be exchanged for an equivalent number of newly issued shares of our Class B common stock.

“Class B Stock Exchange” means the exchange of all of the outstanding shares of Class A common stock beneficially owned by Standard Nuclear Trust as of the Effective Time for an equivalent number of newly issued shares of our Class B common stock in accordance with the Class B Exchange Agreement.

“DGCL” means the Delaware General Corporation Law.

“DOE” means the United States Department of Energy.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of incorporation, to be in effect upon the completion of this offering, with the Secretary of State of the State of Delaware.

“enrichment” means the enrichment of uranium hexafluoride, which involves increasing the proportion of fissile isotope U-235 to higher concentrations by separating it from the more abundant Uranium-238 through gas centrifuge or gaseous diffusion methods, which exploit the mass difference between the isotopes.

“ESPP” means our 2026 Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FOAK” means “first-of-a-kind,” which refers to any initial design, deployment, construction, manufacturing or operating configuration that has not yet benefited from repeat deployment, standardized execution or learning-curve efficiencies. See also “NOAK.”

“Framatome, Inc.” means Framatome, Inc., a Delaware corporation that is a U.S. company and a subsidiary of Framatome SAS headquartered in France.

“Fuel Fabrication” means the process of converting enriched uranium (like HALEU) into finished fuel forms (like TRISO fuel).

“GAAP” means U.S. generally accepted accounting principles.

“GWe” means “gigawatt electric,” a unit of electric generating capacity equal to one billion watts of electric output. We and others in the electric power generation industry use GWe to describe installed or expected electric generating capacity from any reactor or other source of electric power generation. By estimating the anticipated MTU of TRISO fuel that we believe would be necessary to output one GWe of electric energy, management is able to translate expected Advanced Reactor deployments for which target GWe output has been announced into estimated annual TRISO fuel demand.

“GWh” means “gigawatt hour,” a unit for measuring energy used to express the quantity of energy produced or consumed by a piece of equipment with power of one gigawatt for one hour.

“HALEU” means High-Assay Low-Enriched Uranium, which is uranium enriched to between 10% and 20% U-235. HALEU is a feedstock, not a fuel form. It is used to manufacture advanced fuels, like TRISO fuel.

“HTGRs” means high-temperature gas-cooled reactors.

“Idaho Facility” means the Company’s fuel line facility to be built in Idaho on DOE property in Idaho pursuant to the OTA, which we refer to as our “SN-ID” facility.

“IRS” means the United States Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“kgU” means kilogram of uranium, which is a unit for measuring uranium mass quantity. It is a common measurement for fuel pricing and sales agreements. See also “MTU.”

“LEU+” means Low-Enriched Uranium Plus, which is uranium enriched above 5% but below 10% U-235. It is being explored as an interim fuel option for some Advanced Reactors.

“MTU” means metric ton of uranium, which is a unit for measuring uranium mass quantity. It is a common measurement for fuel pricing and sales agreements. 1 MTU = 1,000 kgU.

“NOAK” means “nth-of-a-kind,” which refers to later in time designs, deployments, construction, manufacturing or operating configurations that follow the FOAK and one or more additional deployments and approach design or operational maturity. NOAK deployments are expected to benefit from learning derived from prior repeat execution, standardization, operating experience and learning-curve efficiencies. See also “FOAK.”

“NRC” means the United States Nuclear Regulatory Commission.

“NYSE” means New York Stock Exchange.

“OTA” means the Other Transaction Agreement for Fuel Production Line Authorization, dated as of September 26, 2025, between the Company and the DOE.

“Oak Ridge SN-0” refers to the Company’s existing fuel line facility in Oak Ridge, TN that is currently operational.

“Oak Ridge SN-TN” refers to the Company’s new production facility in Oak Ridge, TN that is anticipated to become operational in the second half of 2026.

“Oak Ridge SN-TN20” refers to the Company’s planned supplemental production facility in Oak Ridge, TN that is targeted to have annual throughput capacity of up to 20 MTU. See also “throughput.”

“Oak Ridge Facilities” refers to Oak Ridge SN-0 and Oak Ridge SN-TN facilities, collectively.

“R&D” means research and development.

“restated bylaws” means our amended and restated bylaws which will become effective immediately prior to the completion of this offering.

“restated certificate of incorporation” means our amended and restated certificate of incorporation which will become effective immediately prior to the completion of this offering.

“Richland SN-F Facility” means Framatome’s NRC-licensed nuclear fuel cycle facility in Richland, Washington.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

LETTER FROM OUR FOUNDER

The future of human prosperity depends on energy abundance. Global energy demand is accelerating as artificial intelligence, electrification, and industrial baseload requirements converge into an unprecedented need for continuous, large-scale power availability. Technological advancement, industrial development, and global stability are all reliant on our capacity to generate safe, reliable, and scalable baseload power. Meeting this demand will not be easy — but the cost of inaction is far greater than the burden of this effort.

I. Nuclear energy is no longer optional.

Nuclear fission represents one of the most concentrated and enduring sources of power ever harnessed, offering a path to scalable energy production without the constraints of intermittency or the carbon footprint associated with many alternatives. I believe nuclear is uniquely positioned to provide clean baseload power for a world that increasingly depends on resilient energy systems. Realizing that potential, however, requires overcoming decades of underinvestment, complex regulatory requirements, and the difficult work of rebuilding domestic industrial capacity that was allowed to atrophy.

The next chapter of human progress — artificial intelligence, advanced manufacturing, sovereign industrial capacity, resilient grids, and space exploration — will be enabled by one fundamental input: boundless energy. This future will require more than new reactor designs. It will require the industrial supply chains that make safe, modern nuclear systems real: the fuels, materials, and distribution networks that enable deployment at scale and at costs that support broad commercial adoption. Those supply chains do not yet exist at the scale required — and closing that gap is the defining industrial challenge of this energy transition.

More than an engineering or technology challenge, this is an industrial and strategic imperative. Energy security and national security are inherently inseparable, and the ability to deploy nuclear power at scale will depend on domestic capacity to produce the fuels and materials that underpin the entire sector. The United States can only meet twenty-first century power demands by reducing reliance on fragmented legacy fuel infrastructure and foreign-controlled supply chains for critical nuclear inputs. The path forward demands disciplined execution and sustained commitment — and the opportunity for companies that rise to that standard is commensurately large.

II. A new standard for nuclear energy.

Standard Nuclear is building America’s advanced nuclear fuel and materials company. We design, manufacture, and deliver advanced nuclear fuel and critical components across the most valuable segments of the nuclear energy supply chain. Our work supports the foundational building blocks of nuclear power generation and a secure energy future, addressing what we believe is the most critical bottleneck in advanced nuclear deployment: the industrialization of fuel and materials at scale.

We are defining a new category in American energy. Rather than operating within legacy silos of fuel or materials supply chains, Standard Nuclear is creating an integrated advanced nuclear fuel platform designed for industrial throughput. The materials we fabricate are essential to the future of nuclear deployment across the United States and beyond. Our growth is driven by America’s accelerating demand for abundant, reliable energy — and tempered by our recognition that scale in this industry must be earned through demonstrated operational performance, not projected on a timeline.

We are not building for a single reactor design or one generation of technology, but for the broader nuclear ecosystem that must emerge to support sustained national energy expansion. By integrating advanced chemical processing, precision manufacturing, and gold standard nuclear operations into a unified platform, we are establishing the backbone required for repeatable, high-volume fuel production — and setting a new standard for what it means to deliver nuclear capability with speed, rigor, and credibility. We understand that execution in a heavily regulated, capital-intensive industry is difficult, and we have structured our company accordingly.

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our Class A common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations and growth prospects. If any such events or developments occurs, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations and growth prospects.

Risks Related to Our Business and Industry

We are an early-stage company with a limited operating history, which makes it difficult to evaluate our prospects and increases the risk of your investment.

Our company was built on the basis of certain nuclear-fuel related assets purchased at auction in late 2024 following the bankruptcy of the Ultra Safe Nuclear Corporation and we have a limited operating history upon which investors can evaluate our business and prospects. While we have commenced commercial operations, our business model and operating assumptions remain unproven at the industrial scale we are targeting, and we may not achieve the growth, yields, or profitability that we expect. As we transition from our initial development and commercial activities to regulated manufacturing of nuclear fuels at scale, we must continue to establish repeatable processes, qualify suppliers, and demonstrate compliance programs across our existing and planned facilities.

There are significant operational, regulatory, and supply chain risks inherent to scaling nuclear fuel manufacturing. Building and operating a nuclear-grade fuel manufacturing organization presents unique execution risks not faced by many early-stage companies, including mandatory third-party audits and regulator inspections tied to our quality assurance, compliance, security and safeguard and environmental programs and constrained logistics for nuclear material. For example, we are required to maintain a nuclear-grade quality assurance program at our facilities and any failure to establish, implement or maintain an acceptable quality program in compliance with industry standards and regulatory requirements could have a material adverse effect on our business. See also “— Failure to maintain an effective nuclear-grade quality assurance program could disqualify us from supplying customers.” Our limited operating track record increases the risk that our compliance and quality assurance efforts may not be effective as we scale our operations across multiple manufacturing sites. In addition, our actual results of operations could differ materially from our expectations due to factors such as deviations from our standard operating protocols or processes (including, for example, deviations arising from equipment calibration failures, power outages or human error), longer-than-expected qualification timelines, rework and compliance program ramp-up, all of which could lead to yield loss and an increase in our production of products which do not conform to the specifications required, which could have an adverse effect on our customer relationships and financial results.

We may also need to change or supplement our manufacturing flows, facility layout, or staffing model as we scale, which can disrupt operations and require additional capital. As a result, our historical results may not be indicative of future performance, and investors should not rely on them as evidence of our ability to execute our business plan.

We have incurred net losses and negative cash flows, and we may never achieve or sustain profitability.

We have historically incurred significant operating losses and negative cash flows since our inception in July 2024 as we invested in R&D, facilities, and commercialization of our nuclear fuel manufacturing and products. As of March 31, 2026, we had an accumulated deficit of $79.9 million, and negative operating cash flows of $4.3 million, and for the year ended December 31, 2025 and the period ended December 31, 2024, we had an accumulated deficit of $72.1 million and $56.6 million, respectively, and negative operating cash flows of $6.7 million and $0.4 million, respectively. We expect our expenses to increase substantially in the near term as we expand headcount, continue to implement safeguards and security programs, and commission additional specialized equipment. Our ability to achieve and sustain profitability will depend on, among other things, successful development, licensing, qualification, and commercialization of our products, sufficient access by our customers to enriched uranium (including HALEU) to enable our manufacturing activities, and continued development by our customers of advanced nuclear reactors that may be

powered by the nuclear fuel we manufacture, any of which may not occur on the timeline or at the cost we anticipate, if at all. In addition, even if we achieve positive revenues, we may not achieve or sustain positive gross margins due to, among other things, learning-curve effects, yield loss, rework and scrap, under-utilization during our ramp-up efforts, fixed-cost absorption, inability to achieve throughput improvements, or pricing pressure from customers, particularly if the nuclear fuel we manufacture becomes more broadly available from our competitors or other sources in the future. Fixed costs associated with facility leases, depreciation of specialized equipment, security staffing, and compliance functions may require sustained high utilization to achieve breakeven, which we may not reach. We may also face cost inflation for specialty inputs, utilities, security, and waste management that outpaces our ability to increase prices or pass through costs under existing contracts. Further, we may elect to continue to make significant investment in R&D or capital expenditures, which could impact our ability to achieve or sustain profitability, positive revenues or positive gross margins, any of which factors could significantly delay or render unachievable our path to profitability.

Successful execution of our business model is dependent upon public support for nuclear power in the United States and other countries, as well as continued demand for nuclear energy.

Our business is dependent, in part, upon public and political support for nuclear power in the United States and other countries, as well as continued demand for nuclear energy driven by, among other things, the growth of hyperscale data centers and AI-related energy generation demands and the continuation of the other factors expected to drive energy demand described in the Wood Mackenzie Report. See also “Risk Factors — Interest in nuclear power has been driven, in part, by demand from data centers and artificial intelligence applications, and any reduction in such demand could adversely affect our business and the broader nuclear energy market”. Adverse public reaction, increased regulatory scrutiny, and related litigation has in the past contributed to extended licensing and construction periods for nuclear power facilities, sometimes severely delaying construction schedules, or even shutting down operations at already-constructed nuclear power facilities. Currently, public support for nuclear power is influenced by its role as a source of low-carbon baseload electricity and growing concerns regarding climate change associated with fossil fuels. In addition, public support could in part be driven by views relating to the desirability of AI and the energy needed to continue to advance and scale AI use and infrastructure. Public opinion regarding nuclear energy, however, has historically fluctuated and remains subject to change. Future shifts in public sentiment on nuclear power, whether driven by political, environmental, safety-related or other factors, or as to AI and the benefits of continuing to scale power generation and infrastructure needs in support of AI, could result in lessened support or increased opposition to nuclear power, which could adversely affect regulatory policies, licensing, operations and the overall demand for nuclear energy. Any of these effects could materially and adversely affect our business, financial condition, and results of operations.

The risks associated with uses of radioactive materials in our nuclear fuel manufacturing facilities and the nuclear power generation facilities of our customers, and the public perception of those risks, can directly and indirectly affect our business and the business of our customers. In addition, journalists, trade press and other third parties, potentially including one or more of the agencies with regulatory jurisdiction over us, may publish statements that negatively affect the public or political perception of us or nuclear energy. We may also face adverse public or political perception due to a variety of environmental and social factors, which could increase as relevant standards continue to evolve. Stakeholder and policymaker expectations on such matters are not uniform, and any failure to successfully navigate such expectations may result in various adverse impacts. This includes potential pressure from investors, who may divest from or decline to invest in nuclear-related businesses due to concerns over waste, security and the long-term impact on local communities, thereby restricting our access to capital. Furthermore, nuclear fuel fabrication and the use of new nuclear fuels in reactors must be performed under the jurisdiction of the NRC or DOE and equivalent governmental authorities around the world. In many countries, the licensing process includes public hearings in which opponents of the use of nuclear power might be able to cause the issuance of required licenses to be delayed or denied. Such opposition by third parties can delay or prevent the licensing and construction of new nuclear facilities, including nuclear fuel manufacturing facilities, or the restart of existing nuclear facilities, result in increased regulatory requirements and costs or increase the likelihood that our operations could become subject to liabilities or adverse claims. Any reduction or elimination of our ability to further scale our nuclear fuel manufacturing facilities or to maintain and satisfy our existing customer contracts or enter into future customer contracts as a result of lower public support, less raw materials, lower demand, increased regulation, or increased costs could adversely affect our business, financial condition, and results of operations.

Interest in nuclear power has been driven, in part, by demand from data centers and artificial intelligence applications, and any reduction in such demand could adversely affect our business and the broader nuclear energy market.

Interest in nuclear power in the United States has been driven, in part, by the rapid growth of artificial intelligence and the corresponding demand from hyperscale data center operators for reliable, low-carbon energy. Data center operators increasingly require continuous baseload power that the existing electrical grid may not be able to reliably supply, and nuclear energy has emerged as one of the few viable sources of “behind-the-meter” generation capable of meeting this demand. This dynamic has been a meaningful catalyst for renewed investment, development activity, and public policy support across the nuclear energy sector, including advanced reactor designs such as small modular reactors and microreactors.

However, the trajectory of AI development and adoption, and the associated demand for data center capacity and energy, is inherently uncertain. Because the current advanced reactor design and deployment activity, including microreactors and small modular reactors, is being driven in part by the data center sector’s need for dedicated, reliable power, a contraction in or a decrease in the energy needs of that market could delay or reduce demand for new nuclear capacity and, in turn, demand for the nuclear fuel products we manufacture. Further, if any of the other anticipated factors driving energy demand described in the Wood Mackenzie Report do not materialize, either at all or to the extent currently expected, it could also reduce the demand for our nuclear fuel, potentially materially.

In addition, a slowdown in AI-driven demand for nuclear energy could reduce the flow of public and private capital into the nuclear sector, which has benefited from heightened investor interest tied to the AI and data center growth thesis. If capital markets shift away from the nuclear energy sector, our ability to raise additional funding, attract strategic partners, or achieve favorable valuations could be adversely affected. Any sustained reduction in demand for nuclear energy driven by a decline in AI and data center growth or energy needs could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Our future performance is dependent on the commercialization timelines of advanced reactor developers, which are subject to significant uncertainty and factors outside of our control — any of which may impact our ability to achieve our target production capacities or our assumed TRISO pricing.

Our future growth and financial performance depend heavily on our current and potential customers’ successfully developing and commercializing advanced nuclear reactors. These reactor technologies are in early stages of development and have not yet been deployed at commercial scale. A wide range of technical, regulatory, financial and operational factors influence the commercialization timelines of advanced reactor companies. As a result, the timing and success of our customers’ reactor programs are subject to significant uncertainty and forces outside of our control, and we have limited ability to influence the pace at which Advanced Reactors are commercialized. If our customers are unable to reach commercial scale, our anticipated revenues and results of operations could be adversely affected. In this case, we may not be able to reach our target production capacity of up to 40 MTU, or achieve our other production capacity scaling goals or our assumed TRISO pricing. Any of these events may cause a material adverse effect on our business, financial condition, results of operations or prospects.

Changes in our customers’ fuel specifications could increase costs, delay deliveries and adversely affect our business and customer relationships.

The value we bring to our customers is concentrated in our ability to fabricate TRISO fuel to meet their unique specifications. Because the advanced reactor designs of our customers are still in progress, their TRISO fuel specifications may change over time. Such changes could require us to modify our manufacturing processes or overcome regulatory approvals in ways we cannot anticipate and are not equipped to handle. If we cannot meet these unanticipated customer specifications, we could face increased costs, delayed deliveries and a decrease in number of customers willing to use us for their TRISO fuel requirements.

Negative publicity or adverse media coverage could damage our reputation and harm our business.

Our business depends on the confidence of customers, regulators, partners, investors, and local communities. Negative publicity, whether accurate or not, concerning our industry, our company, our management team, our safety and security practices, environmental impacts of nuclear fuel, or the use of HALEU, uranium or other nuclear fuel as a whole could harm our reputation, reduce demand in our products, decrease our revenue and growth prospects,

impair our ability to recruit and retain personnel, and adversely affect our relationships with regulators and communities. Public attention to nuclear issues can be intense following industry incidents or geopolitical events, and misinformation can spread quickly on social media or elsewhere, potentially prompting regulatory attention, protests, or delays in permitting or logistics. Adverse media coverage can also increase scrutiny from counterparties and insurers, delay approvals, and escalate community opposition, any of which can increase costs and timelines and reduce our ability to operate.

Failure to maintain an effective nuclear-grade quality assurance program could disqualify us from supplying customers.

Many of our customers require compliance with nuclear-grade quality standards for procurement. Such programs are mandated by the Quality Assurance Criteria for Nuclear Power Plants and Fuel Reprocessing Plants promulgated by the NRC, which sets out 18 basic criteria governing every step from initial design and procurement to final testing and records. The industry’s practical guide for meeting these criteria is the American Society of Mechanical Engineers’ Nuclear Quality Assurance (NQA-1) Standard and our customers will conduct rigorous audits to verify our compliance with these standards. Failure to establish, implement, and maintain an acceptable quality program, or lapses in oversight and documentation, could lead to disqualification, rework, recalls, field corrective actions, or claims, and could have an adverse effect on our business and operations. If we discover that our fuel does not conform to the specifications provided to us by a customer, we will be required to send such customer a nonconformance report (“NCR”) detailing such nonconformance. Rejection of our fuel by a customer upon receipt of an NCR could materially and adversely affect our business, financial condition, and results of operations, and corrective actions may require re-inspection or re-testing of delivered product, interruption of production, and independent third-party audits, increasing costs and damaging our reputation.

The market for alternative low-carbon energy generation technologies has not yet been established and may not achieve the potential we expect or may grow more slowly than expected.

The viability and continued growth in demand for alternative low-carbon energy generation technologies, and in turn, our business, may be impacted by many factors outside of our control, including market acceptance of nuclear power; cost competitiveness, reliability and performance of our technologies compared to conventional and renewable energy sources and products; availability and amount of financing to support the development and deployment of our TRISO fuel; the extent to which the nuclear power industry and broader energy industries are deregulated to permit broader adoption of nuclear electricity generation; the cost and availability of key materials and components used in the production of our TRISO fuel; prices of traditional utility-provided energy sources; and the emergence, continuance, or success of, or increased government support for, other alternative energy generation technologies and products. Reduction in energy demand or changes in climate-related policies may change market conditions, reducing our product’s competitiveness and affecting our performance. Our sale projections are directly related to demand for advanced nuclear power which may not materialize or materialize slower than we expect. If demand does not grow, our business and operations could suffer, which would have an adverse impact on our ability to grow our business and we could be unable to achieve or maintain profitability. Even where policy support for nuclear energy generation increases, customers may prioritize other resources if perceived total cost, timing, or regulatory risk for advanced nuclear is higher than alternatives.

Further, our estimates for the market for TRISO fuel and our expectations, inclusive of recent updates, with regard to our ability to sell TRISO fuel at the prices described in this prospectus are based on a number of internal and third-party estimates, including the number of potential customers who have expressed interest in our TRISO fuel, assumed prices and production capacity at our facilities, our ability to leverage our current logistical and operational processes, assumptions regarding our scalability, our ability to obtain certain regulatory approvals and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, reducing the predictive accuracy of these underlying factors. As a result, our expected performance, our estimates of the market for our TRISO fuel, our target production capacity, our assumed TRISO fuel pricing of $50-80 million MTU, as well as the expected growth rate for the market for nuclear energy in general, may prove to be incorrect. Any of these factors may have a material adverse effect on our business prospects, financial condition, results of operations and/or cash flows.

If we fail to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business prospects, financial condition, results of operations, and cash flows.

We intend to expand our operations significantly to address our target market of advanced-reactor developers and customers with scalable domestic fuel supply solutions. To properly manage our growth, we will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include hiring and training new personnel; developing or expanding the supply chain necessary to supply components for our TRISO fuel; continuing to develop processes and technologies to transport radiological materials; continuing to develop and advance our operational capabilities and functions necessary to produce TRISO fuel; obtaining necessary regulatory licensing approvals for holding and processing additional amounts of enriched uranium feedstock in order to further scale our production operations; controlling expenses and investments in anticipation of expanded operations; upgrading our existing operational management and financial reporting systems and team to comply with requirements as a public company; and implementing and enhancing administrative infrastructure, systems, and processes. If our operations continue to grow, we will need to continue to expand our sales and marketing, R&D, customer and commercial strategy, permitting and licensing, products and services, manufacturing, supply, and operations functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to continue to develop our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale our business as currently planned or within the planned timeframe. The continued expansion of our business will also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities. Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, delays in production, challenges in sourcing adequate supplies and raw materials. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount, and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition, and results of operations.

Disruptions or temporary shutdowns at any of our manufacturing facilities could materially and adversely affect our business.

We currently conduct nuclear fuel manufacturing operations at our Oak Ridge SN-0 facility and plan to conduct operations at our Oak Ridge SN-TN facility, Idaho Facility and Richland SN-F Facility, once operational. Since our production is concentrated to a limited number of facilities, a disruption or temporary shutdown at any of our manufacturing facilities, whether due to a catastrophic event such as a fire, explosion, natural or manmade disaster or other environmental factors, equipment malfunction (including power outage, system failure, telecommunication failure or other loss or malfunction of information technology assets), industrial accident, cyber incident (including computer viruses, social engineering, phishing attacks, ransomware attacks, malicious code, distributed denial of service attacks or credential stuffing attacks), human error, physical or electronic break-ins, intentional attacks, security breach or other cause, could materially impair our ability to manufacture and deliver our nuclear fuel products in a timely manner. In the event of a significant disruption at one of our manufacturing facilities, such facility could be unavailable for a period of time due to damage, remediation, regulatory review, investigations, decontamination, staffing constraints or other operational or compliance-related requirements, which can be costly and time-consuming, and insurance may not fully cover the associated losses. Further, there is a risk that our other manufacturing facilities could be shut down as well due to various regulatory considerations.

Even a temporary shutdown of any one of our manufacturing facilities could place strain on our overall manufacturing capacity, limit our ability to meet customer commitments and delay or prevent fulfillment of existing or future orders. Although in such event we may seek to shift production to other areas in the facility or move feedstock to one of our other facilities, such alternatives may not be immediately available and may require additional time, expense and regulatory or customer qualification under applicable nuclear quality, safety and licensing requirements. In addition, if we were to move feedstock to another one of our facilities, such facility may not be capable of producing products at required volumes, specifications or timelines. Any disruption or temporary shutdown at one or more of our manufacturing facilities, particularly if prolonged or occurring at multiple facilities simultaneously, could adversely affect our revenues, customer relationships, reputation, competitive position, financial condition and results of operations.

Competition from existing or new competitors or technologies domestically and internationally could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

We operate in a highly competitive energy market and expect to be subject to intense competition based upon product design, performance, technology, pricing, quality, and services from competing nuclear fuel suppliers, as well as from alternative means of producing electricity and/or heat, which may reduce demand for nuclear power generation and our nuclear fuel. Our fuel products and services will conform to more exacting specifications and may carry a higher price than competing non-nuclear products due to the highly regulated nature of the U.S. nuclear industry. Other companies providing competing technologies in the nuclear sector, such as companies utilizing light water reactor designs, could capture customers or market share from us, which could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, our competitors in both the nuclear and non-nuclear sectors may develop or adopt technologies that are superior, more efficient, more effective, or more attractive to prospective customers compared to our technologies, or may adapt more quickly to leverage new or emerging technologies or meet new or evolving regulatory requirements in our target markets. We will need to anticipate and respond to these changes by enhancing our offerings and/or internal processes in order to maintain our competitive position, but we may not be successful in doing so. For sales and/or deployments of our nuclear fuel to customers that do not operate in jurisdictions with highly developed nuclear regulatory frameworks, we may be unable to compete effectively with current or future foreign competitors which may benefit from permissive regulatory and licensing regimes, as well as potential protective measures by their countries of origin, where governments are providing financial support, including significant investments in the development of new technologies. Such competitors may gain an advantage if they are able to obtain approvals which we are unable to, or unable to do so quickly, or if they can demonstrate to potential customers the value and benefits of their products and services, particularly in jurisdictions that have less stringent nuclear regulatory requirements. These competitors may have access to greater sources of funding to develop and commercialize their nuclear or non-nuclear fuel than we do, whether as a result of potential competitive advantages or from supportive national governments. This market environment may result in increased pressures on our pricing and other competitive factors. In addition, other energy technologies, including nuclear fusion, are attracting significant public and private capital investment, which could divert investor funding and market attention away from the nuclear fission sector. If nuclear fusion or other technologies continue to attract capital that might otherwise be directed toward nuclear fission companies, our ability to raise capital and compete for investment could be adversely affected.

We believe our ability to compete successfully in designing, engineering and manufacturing our nuclear fuel products and services depends on a number of factors, which may change in the future due to increased competition. If we are unable to compete successfully, our business, financial condition, results of operations, and cash flows would be adversely affected.

If the price of non-nuclear energy sources falls, whether as the result of government policy or otherwise, there could be an adverse impact on nuclear energy, which would have a material adverse effect on our operations.

In certain markets with a diversified energy base, decisions on new-build power plants are largely affected by the economics of various energy sources. If prices of non-nuclear energy sources fall, it could limit the deployment of new-build nuclear power facilities or Advanced Reactors in such markets. This could reduce the size of the potential market for our nuclear fuel technology.

In addition, the U.S. federal government and many states have historically adopted a variety of government subsidies and utility incentives to allow renewable energy sources, such as biofuels, wind, and solar energy, to compete with conventional sources of energy that have historically been less expensive, such as fossil fuels and nuclear power. We may face additional indirect competition from providers of renewable energy sources, particularly in wind and solar energy, if government subsidies and utility incentives for those sources of energy remain or increase or if such sources of energy are mandated. Additionally, the availability of subsidies and other incentives from utilities or government agencies to install alternative renewable energy sources may negatively impact our potential customers’ desire to purchase our products and services, or may be utilized by our existing or new competitors to develop a competing business model or products or services that may be potentially more attractive to customers than ours, any of which could have a material adverse effect on our results of operations or financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect demand for our nuclear fuel and our business.

Many U.S. electricity markets price electric energy, capacity, and/or ancillary services on a competitive basis, with market prices subject to substantial fluctuations. Other markets remain heavily regulated by state or local utility regulatory authorities, with power purchase decisions by electric utilities subject to various competitiveness or prudence tests. As a result of competitive pressures, some electricity markets experience low marginal energy prices at certain times due to a combination of subsidized generating resources, competitors with low-cost or no-cost fuel sources, or market-design features that create incentives for certain attributes or deliver revenue in unpredictable ways over time. If electricity generated from nuclear sources is not cost competitive in these markets, including due to the benefits of the low-carbon, reliable and/or resilient energy generation provided by nuclear power being sufficiently valued, it could constrain the demand for such nuclear power generation and, as a result, for our nuclear fuel from customers or potential customers that service such markets.

We are dependent on management and key personnel for our success, and the loss of any such individuals could have a material adverse effect on our business.

Our business depends upon the recruitment and continued service of highly skilled, educated, and trained employees, including our management team, and the loss of, or the inability to attract and retain, qualified personnel could have a material adverse effect on our business. There is a limited number of qualified nuclear professionals with the skills and expertise to design, engineer, and manufacture advanced nuclear fuel. Our ability to attract, motivate, compensate, and retain highly qualified employees is necessary to support and achieve business objectives. Competition for skilled employees in our industry can be intense, and any uncertainty surrounding future employment opportunities, organizational and reporting structures, and related concerns may impair our ability to attract and retain qualified employees.

The loss of the services of qualified employees and any inability to recruit effective replacements or to otherwise attract, motivate, train, or retain highly qualified employees could have a material adverse effect on our business, financial condition, and results of operations. Any significant leadership change and accompanying senior management transition involves inherent risk, and any failure to ensure a smooth transition could hinder our strategic planning, execution, and future performance. Changes to our senior management team may cause uncertainty among investors, employees, and others concerning our future direction and performance. If we fail to effectively manage any leadership changes, including organizational and strategic changes, such failure could have a material adverse effect on our ability to successfully attract, motivate, and retain highly qualified employees, as well as our business, financial condition, and results of operations.

Nuclear power generation projects can have long development cycles which, if they do not result in the completion of the project, could impact customer demand for our nuclear fuel products and adversely affect our business, financial condition and results of operations.

The development cycles for our customers’ nuclear power generation projects vary substantially and can take many months or years to mature to a nuclear power generation facility that is ready to begin operation and consume nuclear fuel at commercial scale. Many of our potential customers require project financing, regulatory approvals, and long-term fuel supply arrangements to proceed with reactor deployment. Changes in electricity market design, demand forecasts, competing generation costs, or customer credit quality may further impact our customers’ ability to enter into contracts to purchase our nuclear fuel products.

A customer may also cancel or fail to proceed with a project after work has already commenced due to various reasons including changes in business priorities, financial constraints (including an inability to obtain cost recovery, tax incentives, or financing on acceptable terms), regulatory changes or a failure to obtain necessary licenses or approvals. While our customer contracts typically require down payments and cancellation penalties upon termination, such failed projects could result in a diversion of our time and resources in helping to develop nuclear fuel to specifications appropriate for a terminated project or constrain or eliminate future demand for our nuclear fuel products from such customers. Any loss of planned customers may negatively impact our reputation and future business prospects and the failure of nuclear power generation projects to reach completion could adversely impact the reputation of the nuclear power industry as a whole, any of which could have a material adverse effect our ability to realize our total contract backlog and on our business, financial condition and results of operations.

Our cost estimates are derived from our current small-scale manufacturing operations and our forecasts are subject to significant uncertainty and are based on assumptions that may not materialize.

Our internal projections depend on assumptions related to the timely achievement of development, licensing, customer qualification, and supply chain milestones, as well as market acceptance and the status of certain governmental policies, and, as a result, our forecasts are subject to significant uncertainty and are based on assumptions that may not materialize. Delays or shortfalls in any of these areas could cause our actual results to differ materially from our expectations, potentially leading to negative market reactions and impaired access to capital. In addition, because the production of TRISO fuel is generally untested at industrial scale, we have limited data regarding the full cycle economics of manufacturing, marketing, pricing and selling TRISO fuel and, as a result, we have limited visibility into the prices our customers are willing to pay for our products and the cost structures that are required to ensure positive profit margins. Our dependence on decisions made by third parties, including regulators, nuclear power facility and advanced reactor developers, and our customers, make forecasting particularly challenging, which is further complicated by potential step-changes in capacity and unit economics as we scale production and by commodity price volatility in the uranium fuel cycle.

While we expect to realize meaningful cost efficiencies as we expand to larger-scale production, there can be no assurance that such efficiencies will be achieved, or that they will be achieved within the anticipated timeframe. Actual costs of producing TRISO fuel at industrial scale for commercial sale may be materially higher than we project due to technical, operational, supply-chain, or capital-related factors, some of which may be out of our control. In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. We have never sold our product at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:

•        attract new customers and grow our customer base;

•        effectively manage organizational change;

•        design scalable processes;

•        accelerate and/or refocus R&D activities;

•        increase sales and marketing efforts;

•        broaden customer support and services capabilities; and

•        maintain or increase operational efficiencies.

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition and results of operations, including any target production capacity provided in this prospectus, could be adversely affected.

The target production capacity figures and certain other figures included in this prospectus are based on a number of assumptions, and may not reflect our actual future performance.

The target production capacity figures and certain other figures presented in this prospectus, including our target of reaching up to 40 MTU of production capacity and our anticipated timeline for scaling our capacity, are based on our current agreements with customers and reflect our internal assumptions regarding our production model, capital expenditures for each incremental MTU, procurement timelines, regulatory approval timelines and the time periods in which we anticipate our facilities to become operational. Numerous risks and uncertainties could cause the actual capacity figures to differ materially from those presented, including our expectation that future facility build-outs will benefit from repeat facility design, repeat vendor engagement and modular production-line replication, as well as our ability to construct the facilities on the timeline we set forth, obtain required regulatory approvals, secure adequate financing, and manage supply chain constraints, labor availability, cost overruns, and construction delays. In addition, our Fuel Sales Agreements provide customers the right to delay, reduce, or terminate their commitments, and any such changes, along with potential modifications in the scope, scale, or timing of customer projects, technological or engineering challenges, or shifts in energy policy, electricity market demand, or public acceptance of nuclear power, could materially impact our ability to achieve the capacity figures and certain

other figures reflected in this prospectus. As a result, our actual cumulative deployed capacity may be substantially less favorable than those presented, or may not be achieved at all, and investors should not place undue reliance on these target figures in evaluating our business, financial condition and results of operations.

Our TRISO fuel production is dependent on our customers obtaining enriched uranium (including HALEU) from third-party suppliers and providing it to us for production, and any difficulty in our customers obtaining these materials and/or supplying them to us could adversely affect our business, financial condition, and results of operations.

Our production of TRISO-based nuclear fuel is dependent on our customers’ ability to obtain nuclear material, including HALEU, from third-party suppliers, which our customers deliver to us to process and manufacture into TRISO nuclear fuel. This enriched uranium (including HALEU) must meet required isotopic, chemical, and impurity specifications for each customers’ nuclear power generation needs, and such supply of enriched uranium, and specifically HALEU, is currently limited and we do not know when, or if, supplies will increase. For example, for our customers that have reactors that require HALEU, there is presently no commercial supply of HALEU available in the United States and HALEU can only be sourced in limited quantities from the DOE. Despite U.S. government initiatives designed to ensure initial HALEU quantities, including the establishment of the HALEU Availability Program, which was established through the Energy Act of 2020, to ensure access to HALEU for civilian domestic research, development, demonstration, and commercial use, the HALEU program is still in its early stages, and significant progress is required to achieve reliable and scalable production.

In addition, global sanctions, trade restrictions, or other geopolitical developments affecting enrichment, conversion, transport, or related specialty services could reduce availability, increase prices, or limit the ability of our customers to access enriched uranium (including HALEU). Counterparty concentration and limited competition in this emerging market exacerbate these risks, and our customers may be unable to secure sufficient supply on acceptable terms or at all. Further, once the customer has obtained the enriched uranium, they may face additional difficulties in providing it to us, including that the nuclear fuel supply chain is subject to potential bottlenecks beyond enrichment, including conversion, downblending, transportation and regulatory compliance processes, any of which may delay or prevent the timely delivery of customer-provided feedstock to us. There may also be issues in the transportation of such feedstock to us, including due to tariffs, sanctions, or regulatory and/or logistical hurdles, which could lead to significant delays in production schedules.

Even if our customers are able to obtain and deliver enriched uranium (including HALEU) to us, our ability to further scale our production operations is subject to obtaining additional regulatory approvals and licenses to hold and process increased quantities of enriched uranium feedstock at our facilities. While we currently hold and process substantial amounts of enriched uranium at our Oak Ridge SN-0 facility, expanding our operations to accommodate additional volumes of HALEU or other enriched uranium feedstock will require us to obtain additional regulatory approvals. There can be no assurance that such regulatory approvals will be obtained on a timely basis, or at all, and any failure or significant delay in obtaining such necessary regulatory approvals to hold and process additional quantities of enriched uranium feedstock could limit our ability to scale our production capacity, fulfill customer orders, and grow our business.

If our customers are unable to obtain enriched uranium (including HALEU) meeting their unique specifications, or if they are unable to provide it to us, or if we are unable to obtain the necessary regulatory approvals to hold and process such materials at our facilities in sufficient quantities, it would constrain demand for our nuclear fuel manufacturing capabilities and could have a material adverse effect on our business, results of operations and financial condition.

The occurrence of a nuclear safety incident or nuclear accident, whether it results in release of radiation to the public, or otherwise, can greatly change the course of the overall industry and our business with significant adverse effects.

Incidents involving nuclear energy facilities, including accidents, terrorist acts or other high profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, and such adverse effects could decrease demand for nuclear energy, increase regulatory requirements and costs, or result in liability or claims that could materially and adversely affect our business. Successful execution of our business model is dependent upon public support for nuclear power in the United States and other countries. Any significant incident affecting a nuclear energy facility could materially damage public perception of nuclear power.

In the past, adverse public reaction to such incidents (for example, incidents involving the Fukushima nuclear power plant in Japan, and incidents at Three Mile Island and Chernobyl) led to increased public and regulatory scrutiny, which contributed to extended licensing and construction periods for new nuclear power plants, sometimes delaying construction schedules by decades or more or even shutting down operations at already-constructed nuclear power facilities. Any such incident could also impact consumers’ demand for heat, electricity, or fuel derived from nuclear energy and, as a result, impact demand for our nuclear fuel products. Any of these effects could materially and adversely affect our business prospects, financial condition, results of operations and cash flows.

The occurrence of adverse events, cancellations of significant projects, delays in project timelines, adjustments in cost structures, and other negative developments announced by competitors could have an impact on our operations, financial performance, and future prospects.

The occurrence of newsworthy events in the nuclear industry as a whole, including, but not limited to the delay of major projects, inflated cost adjustments, fluctuations in product pricing strategies, cancellations of public offerings, customer withdrawals, or disruptions in supply chain may adversely affect our business in several ways. For example:

•        Negative news or events associated with industry peers may lead to decreased investor confidence in the sector, which could impact the broader stock market performance of companies operating within the industry, including us. This could result in fluctuations or declines in our stock price irrespective of our internal performance.

•        Adverse events in competitor firms may also alter the competitive landscape, affecting market share dynamics, pricing strategies, and overall positioning within the industry. This could impact our ability to retain or expand our market presence.

•        Changes in market dynamics influenced by competitors’ actions, such as inflated cost adjustments or potential cancellations, could have an adverse impact on our financial stability and profitability, influencing our financial metrics and potentially impacting investor perceptions.

There is no guarantee that we will be insulated from the adverse effects of the foregoing events and the occurrence of any of these events could negatively impact our business operations and financial condition.

The OTA we are party to with the DOE may be terminated at any time and shifts in governmental policy, priorities or oversight approach under the OTA could increase operational friction, any of which could materially disrupt our operations and business prospects.

Our operations at our Oak Ridge SN-0 facility and our planned operations at our Oak Ridge SN-TN facility and SN-ID facility are governed by the OTA with the DOE, which provides DOE authorization to build, operate, and commission advanced fuel fabrication facilities at our Oak Ridge Facilities and SN-ID Facility. Changes in DOE policy or priorities, as well as shifts in the level or focus of oversight the government conducts in relation to the OTA, could disrupt our operations by increasing review times or imposing additional compliance burdens. These changes could delay or disrupt our ability to carry out our development and commercialization plans, even if the OTA remains active.

Additionally, under the terms of the OTA, the agreement may be terminated by either party at any time upon thirty (30) days’ written notice, with or without cause. The DOE may also terminate the agreement immediately (i) in the event of a material breach by us, (ii) in the event of our insolvency or bankruptcy, or (iii) upon other specified events, including (a) a change in our ownership that increases ownership or control by a “foreign country of concern” (which includes the People’s Republic of China, the Russian Federation, the Democratic People’s Republic of Korea, and the Islamic Republic of Iran) or any other change that effectively makes us subject to the direction of a foreign country of concern or at risk of undue foreign influence that cannot be sufficiently mitigated, (b) the identification by the DOE of significant research, technology, or economic security risks that cannot be sufficiently mitigated, (c) our failure to timely disclose violations of federal criminal law involving fraud, bribery, or gratuity violations, or (d) if we cease to do business or terminate our operations. Under the OTA, our activities at our Oak Ridge and Idaho facilities are subject to comprehensive DOE oversight and a regulatory framework designed to ensure nuclear safety, security, and environmental protection. If the OTA is terminated for any reason, our authority to operate under DOE jurisdiction would immediately cease, and we would be required to obtain alternative regulatory approvals — such as a license from the NRC — before resuming operations. There can be

no assurance that we would be able to obtain such approvals in a timely manner, on acceptable terms, or at all. Termination of the OTA could require us to suspend or discontinue operations, decommission facilities, incur significant costs, or experience substantial delays in our business plan, any of which could have a material adverse effect on our business, financial condition, and results of operations. See “Business — Government Regulation and Nuclear Materials Compliance — Nuclear Safety Regulation under the DOE” for additional information.

Further, if in the future we enter into any other agreements with applicable regulators or any government funding instruments, we may similarly be subject to audit and cost allowability rules, termination for convenience, and specific rights in data and inventions developed with federal funds. These requirements can result in reduced payments, repayment obligations, or limits on our ability to commercialize, enforce or protect intellectual property and similar proprietary rights arising from federally funded work, and may also require domestic sourcing, labor standards, or public-access data requirements that may increase costs or limit flexibility.

In the future, we may transition our facilities from DOE oversight to NRC licensing, and there can be no assurance that we will be able to do so on acceptable terms or in a timely manner.

Our current operations at our SN-0 facility and planned operations at our SN-TN and SN-ID facilities are conducted under DOE oversight pursuant to our OTA. While this framework has enabled us to advance our development and initial production activities, we expect we will need to transition these facilities to NRC licensing and oversight at some point in the future as part of our commercialization strategy. The process of obtaining an NRC license and transitioning our facilities from DOE oversight to NRC regulatory jurisdiction is complex, costly, and subject to significant uncertainty and there can be no assurance that we will be able to complete the transition on acceptable terms, within our anticipated timeline, or without material disruption to our operations, if at all.

In addition, the NRC licensing process involves extensive review, including evaluation of our safety analysis, environmental impact assessments, and public participation, any of which could result in delays, additional conditions, or denial of our application. Any delay in obtaining NRC licensure for such facilities could postpone our ability to commercially sell TRISO fuel produced at those facilities, limit our revenue growth, and adversely affect our competitive position. If we are unable to successfully transition to NRC oversight, or if the costs or timeline of such transition materially exceed our expectations, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Our planned operations at the Richland SN-F Facility rely on our joint venture partner Framatome’s NRC license, and any delay or denial of the required NRC amendment to such license could materially adversely affect our business, prospects, and results of operations.

We intend to conduct advanced nuclear fuel manufacturing at our joint venture partner Framatome’s NRC-licensed facility in Richland, Washington. Our ability to operate at the Richland SN-F Facility is contingent upon obtaining an amendment to Framatome’s existing NRC license to permit the manufacturing of our advanced fuel products, including TRISO, at the facility. There can be no assurance that the NRC will approve the requested license amendment on the anticipated timeline, or at all. NRC review processes are complex, subject to significant regulatory scrutiny, and may be affected by factors outside of our control, including changes in NRC policy, public opposition, or new regulatory requirements.

If the NRC delays or denies the amendment, we would not be able to operate under Framatome’s NRC license as planned and would be required to explore other manufacturing alternatives to the Richland SN-F Facility, including utilizing a different facility qualified under DOE standards or obtaining our own NRC license, a process that is costly, time-consuming, and subject to substantial uncertainty. In addition, our agreement with Framatome provides that the joint venture’s use of the Richland SN-F Facility is subject to Framatome’s ongoing compliance with NRC license conditions and site policies. If Framatome’s NRC license is suspended, revoked, or otherwise restricted, or if Framatome is unable or unwilling to support the joint venture’s activities, our ability to operate at the Richland SN-F Facility could be materially impaired or terminated. The loss of access to the Richland SN-F Facility, or the inability to operate under NRC jurisdiction as planned, could have a material adverse effect on our business, financial condition, results of operations, and prospects.

The SN Framatome JV may be dissolved if certain regulatory, operational, and commercial milestones are not achieved, and we may be required to reimburse Framatome for certain expenditures in connection with any such dissolution, which could materially and adversely affect our business, financial condition and results of operations.

Unless the JV Board agrees otherwise, the SN Framatome JV will be dissolved upon the occurrence of certain events, including, among other things, (1) failure to meet any of the following milestones: (a) receipt at the Richland SN-F Facility of operable equipment to produce advance fuel product by December 1, 2026, (b) obtaining NRC approval of the license amendment necessary for activities at the Richland SN-F Facility by March 1, 2027, (c) securing a binding order or orders for advanced fuel products having certain minimum order commitments and cancellation fee terms by August 1, 2027, as such date may be adjusted by the JV Board (the “Purchase Commitment”), or (d) production of product at the Richland SN-F Facility that meets customer specifications by August 1, 2028, and (2) if production at the Richland SN-F Facility remains idle for more than 12 months after the start of operations due to lack of orders (each, a “Dissolution Milestone”). Furthermore, upon the dissolution of the SN Framatome JV for any reason, if the Purchase Commitment has not previously been secured, we have agreed to reimburse Framatome for up to $6.5 million of expenditures incurred by Framatome prior to the date of dissolution.

The achievement of these milestones is subject to numerous risks and uncertainties, many of which are beyond our control, including regulatory approval timelines, equipment procurement and installation schedules, the development of our commercial customer pipeline, and our ability to manufacture product at the Richland SN-F Facility that meets required customer specifications. As a result, there can be no assurance that the SN Framatome JV will achieve these milestones by the required dates or at all. In addition, given that we and Framatome each have the right to appoint half of the directors to the JV Board, which generally acts by simple majority, if any of the Dissolution Milestones are not achieved, we will not have the unilateral right to cause the JV Board to elect not to proceed with dissolution. See also “— The governance structure of the SN Framatome JV may result in deadlocks that could delay or prevent key decisions, which could result in the dissolution of the JV or materially and adversely affect the SN Framatome JV’s operations and our business.”

If any of the Dissolution Milestones are not achieved and the SN Framatome JV is dissolved, it could disrupt our strategic plans for the industrial scale manufacturing of advanced fuel products and we may not be able to scale our business, and may not achieve the growth, yields, and/or profitability that we have targeted or expect. We may also suffer reputational damage with customers and investors due to our failure to achieve the Dissolution Milestones and the termination of the SN Framatome JV, which could further adversely impact our ability to commercialize nuclear fuel product produced at our other facilities through the loss of our access to Framatome’s existing infrastructure and commercial relationships. In addition, if the SN Framatome JV is dissolved at a time that the Purchase Commitment has not been met or maintained, and we are required to make a significant cash payment to Framatome, it could materially and adversely affect our liquidity position. As a result, the dissolution of the SN Framatome JV at any time could materially and adversely affect our business, financial condition and results of operations.

The governance structure of the SN Framatome JV may result in deadlocks that could delay or prevent key decisions, which could result in the dissolution of the JV or materially and adversely affect the SN Framatome JV’s operations and our business.

The business and affairs of the SN Framatome JV are managed by a JV Board consisting of six directors, three appointed by us and three appointed by Framatome. As a result, neither we nor Framatome can unilaterally direct the SN Framatome JV to take action or determine decisions to be made by the JV Board, and each member effectively holds a veto on action by the JV Board. In addition, certain special matters such as the entry into loan agreements or similar borrowing arrangements, the admission of new members or changes in percentage interests, and the purchase or sale of real estate or assets necessary for the SN Framatome JV’s purpose, require the unanimous approval of all directors then in office.

This governance structure exposes us to the risk that the JV Board may reach an impasse, or deadlock, on critical matters. Although the SN Framatome JV provides for a multi-step dispute resolution process, consisting of referral to senior executives for direct negotiation, followed by mediation by a neutral party, and ultimately binding arbitration with the consent of the members, these procedures may be time-consuming and may not result in a resolution that is favorable to us.

If the JV Board is unable to reach agreement on key strategic or operational decisions, including any determination not to dissolve the SN Framatome JV upon the failure to achieve any Dissolution Milestone, the SN Framatome JV may be unable to adapt to changing market conditions, pursue growth opportunities, secure necessary funding, commence subsequent phases of capacity expansion on a timely basis, or continue in operation, any of which could materially and adversely affect our business, financial condition, and results of operations. See also, “— The SN Framatome JV may be dissolved if certain regulatory, operational, and commercial milestones are not achieved, and we may be required to reimburse Framatome for certain expenses in connection with any such dissolution, which could materially and adversely affect our business, financial condition and results of operations.”

The timing and size of contract awards and project milestones associated with a limited number of large contracts may cause our quarterly results to vary significantly.

A significant portion of our revenues are currently, and may in the future be, attributable to a limited number of large customer contracts or deposits and, as a result, our quarterly results may fluctuate significantly due to the timing, value and size of contract awards and project milestones, which can cause bookings to vary materially from one quarter to the next. Our revenue and profit margins may be affected by the schedule of project execution and contractual milestones as well as required customer activities and approvals. Accordingly, our quarterly revenue, gross margin and results of operations are subject to certain volatility if viewed on a quarterly basis, which could make period-to-period comparisons difficult and adversely affect the trading price of our Class A common stock. Additionally, certain of our contracts with our customers allow them to terminate the contract at any time only with advance written notice. While certain contracts contain penalties associated with cancellations and/or changing the scope of the contract as protective measures, if such contracts are cancelled, or definitive fuel sale agreements are not entered into in connection with any customer deposit or intended order, and we are able to collect such penalty amounts or retain such deposits, they may not fully offset the adverse impacts of delays, scope changes or cancellations. See also “—Nuclear power generation projects can have long development cycles which, if they do not result in the completion of the project, could impact customer demand for our nuclear fuel products and adversely affect our business, financial condition and results of operations.”

Because our revenue base is expected to be concentrated as we scale our initial commercial sales, the loss of, reduction in work from, delay in payments by, failure to expand, renew or convert deposits or intended orders with, or deterioration of our relationship with, any significant customer could disproportionately reduce our revenues, delay our commercialization plans and adversely affect our business, financial condition and results of operations. Our customer concentration may also subject us to perceived or actual bargaining leverage that our large customers may have, given their importance to us. If our large customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, financial condition and results of operations. Further, our total contract backlog is limited to a number of customers, and the loss of any one of such customers could have a material impact on such figure. See also “—Backlog may not be realized or may not result in profits and may not accurately represent future revenue.” We may not be able to replace any lost or reduced revenue from a significant customer in a timely manner, on comparable terms, or at all, particularly because new customer relationships in the advanced nuclear fuel market may require lengthy technical qualification, regulatory, and contracting processes.

Our backlog and and our qualified pipeline of carefully vetted potential sales opportunities may not be realized or may not result in profits and may not accurately represent future revenue.

Total contract backlog, and in particular our unfunded portion of our total contract backlog, is difficult to determine accurately and is not a comprehensive indicator of future revenue amounts or timing, and companies within our industry may define total contract backlog differently. Reductions in total contract backlog due to failed projects, contract cancelation, termination or scope adjustment by a customer or for other reasons could significantly reduce the revenue and profit we actually receive from contracts in our total contract backlog. Further, we are dependent on a limited number of customers for our total contract backlog and any cancellation or non-payment by such customers may materially change the actual amount of revenue we earn in any given year. In the event of a project cancelation, termination or scope adjustment, we typically have no contractual right to the total revenues reflected in our backlog. The timing of contract awards, duration of large new contracts and the mix of services, subcontracted work and material in our contracts can significantly affect backlog. Further, the unfunded contract backlog portion represents the dollar value of intended fuel sales under memoranda of understanding, non-binding framework agreements or term sheets, and letters of intent. Potential customers are under no obligation to enter into definitive Fuel Sales Agreements with us and if they do, it may be on terms different than those initially agreed upon in such memoranda

of understanding, non-binding framework agreements or term sheets, and letters of intent. In addition, the option to purchase additional fuel from us pursuant to the purchase options under executed contracts is solely in the discretion of our customers, and there can be no assurance such option will ever be exercise or result in revenue. Given these factors and our method of calculating total contract backlog, our total contract backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year and should not be viewed or relied upon as a stand-alone indicator. Consequently, we cannot provide assurance that our estimates of total contract backlog will accurately reflect future revenue. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion on how we calculate total contract backlog for our business.

In addition, our qualified pipeline of vetted opportunities are not subject to binding agreements, and only represent non-binding indications of interest subject to ongoing negotiation of commercial terms and other conditions. In the event that our qualified pipeline does not translate into backlog and future revenue as anticipated, it could materially and adversely affect our business and financial performance.

The financial difficulties experienced by, and operating conditions of, our customers and suppliers could adversely affect our results of operations and financial condition.

Potential events or circumstances that could affect either our customers or suppliers under current or future contracts with us or the nuclear industry as a whole include:

•        armed conflicts, government actions, pandemics, and other events that disrupt supply chains, production, transportation, payments and importation of nuclear materials or other critical supplies or services;

•        natural or other disasters impacting nuclear facilities or involving shipments of nuclear materials;

•        changes in U.S. or foreign government policies and priorities;

•        regulatory actions or changes in regulations by nuclear regulatory bodies applicable to us, our suppliers or our customers;

•        decisions by agencies, courts or other bodies under trade and other laws applicable to us, our suppliers, or our customers;

•        disruptions in other areas of the nuclear fuel cycle, such as uranium supplies or conversion;

•        civic opposition to, or changes in government policies regarding, nuclear operations;

•        business decisions concerning reactors or reactor operations;

•        the financial condition of reactor owners and operations;

•        the need for generating capacity;

•        consolidation within the electric power industry; or

•        delays in or the inability of certain of our customers to obtain or maintain financing.

These events could adversely affect us to the extent they result in, among other things, lower demand; burdensome regulation, disruptions of shipments, production importation or payment; increased competition from third parties; increased costs or difficulties; or increased liability for actual or threatened property damage or personal injury. Additionally, customers may face financial difficulties, including from factors unrelated to the nuclear industry, that could affect their willingness or ability to make purchases. Such factors could include the ability to obtain financing for a particular project. We cannot provide any assurance that events will not prevent or delay us from making deliveries to our customers or increase our costs or that our customers, suppliers, or contractors will not default on their obligations to us or file for bankruptcy protection. If a customer files for bankruptcy protection, for example, we likely would be unable to collect all, or even a significant portion, of amounts that are owed to us. A default and bankruptcy filing by one or more customers or suppliers, or events such as those listed above which prevent or limit our or our customers’ ability to obtain raw materials or our ability to sell our nuclear fuel products, could have a material adverse effect on our business, financial position, results of operations, or cash flows.

The ability to compete in certain foreign markets may be limited for legal, political, economic, or other reasons.

Doing business in foreign markets poses additional risks and challenges. Agreements for cooperation between the U.S. government and various foreign governments or governmental agencies control the export of nuclear materials, including nuclear fuel, from the United States. We are unable to supply fuel for foreign reactors unless there is an agreement for cooperation in force. If an agreement with a country in which one or more of our customers is located were to lapse, terminate, or be amended, our sales or deliveries could be curtailed or terminated, adversely affecting our business, results of operations, and prospects. Moreover, the lack of such agreements for cooperation between the U.S. government and those governments or agencies in emerging markets may restrict our ability to sell into such markets. Further, certain foreign markets lack a comprehensive nuclear liability law that protects suppliers by channeling liability for injury and property damage suffered by third persons from nuclear incidents at a nuclear facility to the facility’s operator. The lack of legal protection for suppliers could adversely affect our ability to compete for sales in these markets, which could have an adverse impact on our financial condition and results of operations.

If we infringe, misappropriate or otherwise violate, or are alleged to infringe, misappropriate or otherwise violate intellectual property or other proprietary rights of third parties, our business, financial condition, and results of operations could be adversely affected.

We have in the past, and may in the future, be subject to claims that we or our business operations infringe, misappropriate or otherwise violate the patents, trademarks or other intellectual property or proprietary rights owned by others. For example, our nuclear fuel designs may infringe, or be claimed to infringe, patents or patent applications under which we do not hold licenses or other rights. Third parties may own or control these patents and patent applications in the United States and elsewhere. Third parties could bring claims of patent infringement or other violation of intellectual property or other proprietary rights against us that would cause us to incur substantial expenses (and, if successfully asserted against us, could cause us to pay substantial damages if we are found to have willfully infringed certain intellectual property of others), which could materially impact our business, financial condition, and results of operations.

If an intellectual property suit were brought against us, we could be forced to stop or delay development, use, or commercialization of our fuel design or other technology (or a component thereof) that is the subject of the suit, could be required to redesign all or a portion thereof, or, if the claims in such suit were to involve our trademarks, could be required to change our branding. As a result of intellectual property-related claims, or in order to avoid potential claims, we may choose or be required to seek a license from the third party and be required to pay license fees, royalties, or both. These licenses may not be available on acceptable terms, or at all. Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be forced to cease some aspect of our business operations if, as a result of actual or threatened intellectual property-related claims, we are unable to enter into licenses on acceptable terms or at all. This could significantly and adversely affect our business, financial condition, and results of operations. In addition to infringement claims against us, we may become a party to other types of intellectual property litigation and other proceedings, including interference proceedings declared by the United States Patent and Trademark Office regarding intellectual property rights with respect to our nuclear fuel designs or other technologies. The cost to us of any intellectual property litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Further, the defense costs and settlements for intellectual property-related lawsuits may not be covered by insurance, and may not be adequate to indemnify us for all liability that may be imposed. Intellectual property infringement lawsuits can take years to resolve. Uncertainties resulting from the initiation and continuation of intellectual property litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Intellectual property litigation and other proceedings may also absorb significant management time.

If we are unable to obtain, maintain, protect or enforce our intellectual property and similar proprietary rights, including trade secrets relating to our technology, the commercial value of our technology and our business, financial condition and results of operations may be adversely affected.

Our success and ability to compete depends in part upon our ability to obtain and maintain intellectual property and proprietary right protection in the United States and other countries for our nuclear fuel designs, technologies and products and related methods, procedures, processes and documentation. We rely on, and expect to continue to rely on, a combination of patents, trademarks, copyrights, trade secrets, confidentiality and license agreements to establish,

maintain, and protect our intellectual property and proprietary rights. Our efforts to establish, maintain, protect, and enforce our intellectual property and proprietary rights may not be sufficient or effective. There can be no assurance that our intellectual property or proprietary rights will be sufficient to protect against others offering products, services or technologies that are substantially similar to ours and that compete with our business. Our failure to obtain or maintain adequate protection for, or to protect and enforce, our intellectual property and other proprietary rights for any reason could have a material adverse effect on our business, financial condition, and results of operations.

Patents

We own a variety of patents and patent applications in the United States, as well as corresponding patents and patent applications in several other jurisdictions. We have not obtained patent protection in each market in which we plan to compete or in which our products may be developed, manufactured, sold or used. Furthermore, our patents, trade secrets, information and intellectual property may be the subject of infringement, misappropriation or other violation by third parties, or may be challenged in ways that could result in them being narrowed in scope or declared invalid. We do not know how successful we would be should we choose to assert our patents or other intellectual property or proprietary rights against suspected infringers, misappropriators or violators. Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will be advantageous to us. Even if issued, patents may be opposed, contested, abandoned, challenged, narrowed, invalidated, infringed, designed around or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of term of patent protection we may have for our products. There can be no assurance that any patents currently issued or issued to us in the future will be of sufficient scope or strength to provide us with meaningful protection. Further, the patenting process is expensive, time-consuming and complex, and we may not be able to file and/or prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or pursue or obtain patent protection in all relevant markets. Our existing patents will all eventually expire, after which we will not be able to prevent our competitors from using our previously patented technologies, which could materially adversely affect our competitive advantage stemming from the applicable products and technologies. We also cannot assure you that we will have adequate resources to enforce our patents. Changes in patent laws or in interpretations of patent laws in the United States and other countries may also diminish the value of our intellectual property or narrow the scope of our patent protection, which could in turn adversely affect our business, financial condition, and results of operations.

Trade Secrets and Proprietary Technologies

We also utilize and rely on a significant number of unpatented proprietary technologies, such as our proprietary methods of manufacturing, processing and operation. It is possible that others will independently develop the same or similar technologies or otherwise obtain access to our unpatented technologies. To protect our patented and unpatented proprietary technologies, including trade secrets and other proprietary information, we require employees, consultants, advisors, suppliers and other third parties with whom we do business to enter into confidentiality and invention assignment agreements as we deem appropriate. However, we cannot assure you that we have entered into, or will be able to enter into, such agreements with each party that has or may have had access to our trade secrets, know-how, confidential or proprietary information or that has developed any intellectual property on our behalf, or that these agreements will provide meaningful protection for our intellectual property in the event of any unauthorized use, misappropriation or disclosure of our trade secrets, know-how or other proprietary information or ownership disputes with inventors of any intellectual property developed by them on our behalf. Further, despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors or other third parties, are inadvertently or intentionally incorporated into the technology of others or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s or any third party’s discovery of our proprietary technology and confidential information or other unauthorized use or disclosure of such technology or information would impair our competitive position and could harm our business, financial condition and results of operations. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected.

Third-Party Licenses

Furthermore, we rely, and may continue in the future to rely on, certain IP developed or licensed by third parties and the licenses we receive to such intellectual property or other proprietary rights may not provide exclusive or unrestricted rights in all territories in which we may wish to develop or commercialize our products in the future and may restrict our rights to offer certain products in certain markets or impose other obligations on us in exchange

for our rights to the licensed intellectual property. If we violate the terms of any of our license agreements, a licensor may have the right to terminate our license. Even if we comply with all the terms of a license agreement, we cannot guarantee that we will be able to renew an agreement when it expires even if we desire to do so. The failure to maintain or renew our license agreements could result in a loss of revenue and negatively impact our results of operations. Because of the rapid pace of technological change, we may not be able to obtain or continue to obtain licenses and technologies from relevant third parties on reasonable terms, or at all, and our inability to license this technology could harm our ability to compete. In addition, we may be required to license additional technology from third parties to develop and market new capabilities, and we cannot assure you that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

Trademarks

Additionally, we rely on our trademarks, trade names or brand names to distinguish our products and business from the products and business of our competitors, and have registered or applied to register several of these trademarks. However, we have not yet applied to register a trademark in our name or logo in the United States or elsewhere. We cannot assure you that any trademark applications we have filed or may file in the future will be approved. Third parties may oppose our trademark applications, or otherwise dilute, challenge our use of or otherwise violate our trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our company or our products, which could result in loss of brand recognition, and could require us to devote resources to developing, advertising and marketing new brands. If our trademarks are not adequately protected, or if we are unable to successfully register our trademarks and establish name recognition based on our trademarks, we may not be able to compete effectively and our business may be adversely affected. Further, we cannot assure you that competitors will not infringe our trademarks or otherwise adopt trademarks similar to ours, or that we will have adequate resources to maintain and enforce our trademarks.

Foreign Jurisdictions

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. Because of the differences in foreign patent, trademark and other laws concerning intellectual property and other proprietary rights, our intellectual property and other proprietary rights may not receive the same degree of protection in foreign countries as they would in the United States. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or other intellectual property or use or marketing of competing products in violation of our intellectual property and proprietary rights generally, and could adversely affect our competitive position.

Enforcement and Litigation

Significant resources may be required to monitor and protect our intellectual property and proprietary rights, and despite such efforts, we may not be able to detect infringement, misappropriation or other violations of our intellectual property or proprietary rights by third parties. Litigation or proceedings may be necessary in the future to enforce and protect our intellectual property and proprietary rights and such litigation or proceedings could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent or other intellectual property applications at risk of not issuing, could result in the impairment or loss of portions of our intellectual property or proprietary rights and could provoke third parties to assert claims, defenses and suits against us attacking the ownership, scope, validity and enforceability of our intellectual property or proprietary rights. Third parties may also separately challenge the validity and enforceability of our intellectual property in administrative and other legal proceedings. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated, deemed unenforceable or reduced in scope. Furthermore, because of the substantial amount of discovery that may be required in connection with intellectual property litigation, there is a risk that some of our proprietary or confidential information could be compromised by disclosure during this type of litigation. Our inability to protect our proprietary technology and other intellectual property against infringement, misappropriation or other violations, as well as any costly litigation or diversion of our management’s attention and resources, could allow competitors to develop and commercialize services or products similar to ours and thereby reduce demand for our offerings, could delay future sales and introductions of new products, result in our substituting inferior or more

costly technologies into our business, or injure our reputation. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

See also “— We may discover title defects, unreleased liens, real property restrictions, or breaks in intellectual property chain of title (including with respect to the assets acquired from Ultra Safe) that require costly remediation and could constrain operations.”

The U.S. government may exercise march-in rights which could result in compulsory licensing of certain of our owned or licensed intellectual property.

We have licensed and may in the future develop, acquire or license, certain intellectual property that have been generated through the use of U.S. government funding or grants. As a result, the U.S. government may have certain rights to inventions developed using such government funding or grants. These U.S. government rights include non-exclusive, non-transferable, irrevocable, paid-up, worldwide licenses to use such inventions for any governmental purpose. In addition, the U.S. government may have the right, under certain limited circumstances, to require the granting of exclusive, partially exclusive or non-exclusive licenses to any of such inventions to a third party if it determines that: (1) adequate steps have not been taken to commercialize the invention, (2) government action is necessary to meet public health or safety needs or (3) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). If the U.S. government exercised its march-in rights in respect of our intellectual property or those of our licensors that have been generated through the use of U.S. government funding or grants, we or they could be forced to license or sublicense such intellectual property on terms unfavorable to us, and there can be no assurance that we would receive compensation from the U.S. government for the exercise of such rights. The U.S. government also has the right to take title to these inventions if they are not properly disclosed to the U.S. government or an application to register the intellectual property is not filed within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us or our applicable licensors to expend substantial resources. In addition, the U.S. government requires that any products embodying any such inventions or produced through the use of any such inventions be manufactured substantially in the United States, subject to certain exceptions.

If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business may suffer.

As with many new and emerging technologies, AI presents numerous risks and challenges that could adversely affect our business. The development, deployment, and use of AI technology remains in early stages and ineffective or inadequate development or application practices by us or third parties that we may use in the future may result in unintended consequences. For example, models underlying AI may be incorrectly designed or implemented and AI may trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, used without sufficient oversight and governance, and/or adversely impacted by unforeseen technical or cybersecurity issues, among other things.

If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business may suffer. Our competitors or other third parties may adopt AI capabilities more quickly or more effectively than we do, which could adversely impact our ability to compete. In addition, developing, testing, and deploying resource-intensive AI solutions may require additional investment and increase our costs. Any of the foregoing may adversely affect our business, financial condition, results of operations and prospects.

Further, the legal and regulatory landscape surrounding AI is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, privacy, and data protection. For example, there is uncertainty around the validity and enforceability of intellectual property rights related to use or development of AI tools. Compliance with new or changing laws, regulations or industry standards related to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies in certain use cases. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or reputational harm.

The direct and indirect impact on us and our customers from severe weather and other effects of climate change and the economic impacts of the transition to non-carbon based energy, could adversely affect our financial condition, results of operations, and cash flows.

Our operations and properties, and those of our customers, may in the future be adversely impacted by flooding, wildfires, high winds, drought and other effects of severe weather conditions that may be caused or exacerbated by climate change. Any significant damage to such properties could force us or our customers to suspend operations at such properties, which may in turn limit demand for our nuclear fuel products. Even if these events do not directly impact us or our customers they may indirectly impact us and our customers through increased insurance, energy or other costs. In addition, although the ongoing transition to non-carbon based energy is creating significant opportunities for us and our customers, the transition also presents certain risks, including macroeconomic risks related to higher energy costs and energy shortages, among other things. These direct and indirect impacts from climate change could adversely affect our financial condition, results of operations, supply chain and cash flows.

Our business, financial and results of operations could be adversely affected by epidemics and other health related issues.

National or global health related outbreaks could disrupt supply chains and our day-to-day operations and those of our suppliers, our contractors, and our customers, which could materially adversely affect our operations, including increasing our costs. Government-mandated quarantines, slowdowns or shutdowns, border closings, and travel restrictions resulting from a global pandemic or health crisis could all materially disrupt global supply chains and the timely availability of products or product components. Further, impacts of such health crises on our management and workforce, or of the workforces of our suppliers, contractors, or customers, could adversely impact our business and we may be unable to mitigate such impacts.

If a health crisis prevents our employees or our contractors from working in-person at our site or our suppliers are unable to provide goods and services on the schedules we anticipated, the impacts on our production capabilities and costs could be material.

Actual costs and timelines around the production of advanced fuels and radioisotope power systems using non-uranium feedstocks may materially exceed estimates.

It is possible to produce advanced fuels and radioisotope power systems using non-uranium feedstocks. While we do not utilize such non-uranium feedstock today, if we were to produce advanced fuels and radioisotope power systems using non-uranium feedstocks (including, for example, transuranic elements) in the future, such potential plans would be dependent on the availability, cost, and regulatory accessibility of such materials, as well as our ability to design, license, and deploy dedicated processing facilities, which may need to be separate and distinct from our uranium-based operations. The development, permitting, construction, and operation of these facilities may require substantially greater time, capital, and technical effort than currently anticipated, and actual costs and timelines may materially exceed our estimates. The costs to develop and commercialize advanced fuels and radioisotope power systems using non-uranium feedstocks would require a substantial amount of investment over a period of years, and commercialization would also require authorizations from government agencies. If we elect to pursue such technologies and the development of such products, there can be no assurance that we will be successful in addressing all of the challenges inherent in developing and commercializing this technology or in obtaining the required governmental authorizations. The potential also exists for competitors to emerge with alternative technologies. We can provide no assurance that those competitors will not develop and commercialize similar or superior technologies, including such technologies that compete with, and potentially reduce demand for, our uranium based nuclear fuel products, sooner than we can or at a significant cost or price advantage.

The occurrence of cybersecurity incidents or disruptions to or involving our information technology systems or those of our service providers, or a deficiency in our cybersecurity or the cybersecurity of our service providers, could negatively impact our business, financial condition, and results of operations.

We retain highly confidential, sensitive and proprietary information, including personal data of our employees, in our systems and databases on third-party network providers. Although we maintain security features in our systems designed to protect confidential, sensitive and proprietary information and prevent data loss and other cybersecurity incidents, such measures cannot provide absolute security and our operations have been and may in the future be susceptible to incidents affecting our systems, networks or databases, or those of third parties that we rely

on, including from circumvention of security systems, denial of service attacks or ransomware, hacking, computer viruses or malware, social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), credential stuffing attacks, credential harvesting, supply-chain attacks, software bugs, software or hardware failures, technical malfunction, employee error or noncompliance, malfeasance, technical errors, physical breaches, natural disasters, terrorist attacks and other system disruptions. We outsource certain functions, including IT functions, and these relationships allow for the storage and processing of our information, as well as customer, counterparty, and employee information.

While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction or other processing of data, or other cybersecurity incidents, with increased costs and other consequences, including those described below. The third parties with which we outsource certain of our IT functions utilize a variety of systems and cybersecurity capabilities, but such third parties may not be successful in preventing a cybersecurity incident. In some cases, we may not be aware of cybersecurity incidents for a long time as we rely on such third parties to inform us of a cybersecurity incident that could affect our information contained in their systems. Further, our information, facilities and systems and those hosted or supported by third parties on our behalf could also be impacted by the intentional or unintentional improper conduct of our employees, vendors or others who have access to and may mishandle or misappropriate sensitive, confidential or proprietary information. Any such actual or perceived event could cause us to lose potential customers, investors, government contracts and governmental approvals, become subject to regulatory actions, litigation, sanctions, requirements or other statutory penalties, disrupt our operations, and have a material adverse effect on our business, results of operations and financial condition.

Cybersecurity incidents may jeopardize the security, trade secrets, confidential, sensitive or proprietary data, or other information stored in and transmitted through our systems or the systems of third parties. In addition, cybersecurity incidents may cause extended disruptions to systems and operations and thus could impact our ability to develop products and conduct research and development. This may have a material adverse effect on our business, results of operations and financial condition.

The techniques used to obtain unauthorized, improper or illegal access to systems and information (including confidential, sensitive and proprietary information), disable, or degrade service, or sabotage systems, change frequently, may be difficult and/or costly to detect for a long time, and often are not recognized until after data has been taken or significant systems or information are compromised. Evolving technologies, such as the use of AI, also pose new threats to cybersecurity. Certain threats are designed to remain dormant or undetectable until launched against a target, and we may not be able to implement adequate preventative measures. Even when a cybersecurity incident is detected, the full extent of the incident may not be determined immediately. Certain efforts may be nation-state sponsored and/or supported by significant financial and technological resources and therefore may be even more difficult to detect. Cybersecurity incidents may cause outages and disruptions of our systems. Certain types of security incidents could harm us even if our systems are left undisturbed. For example, data breaches, cyberattacks or other security incidents may be designed to deceive employees and service providers into releasing control of our systems or data to a hacker while others may aim to introduce computer viruses or malware or other corruptants into our systems with a view to stealing confidential, sensitive or proprietary data.

We, or the third parties with whom we contract, may not anticipate these techniques or implement adequate preventive measures. We currently expend and may be required to further expend significant additional capital and other resources to protect against or respond to cybersecurity incidents. Despite our efforts, we may not have implemented all systems, security tools, measures, and processes that are consistent with industry standards and there can be no assurance that the security measures we have developed and implemented, or that we may develop and implement in the future, will provide absolute security or prevent data breaches, cyberattacks or other security incidents. It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident, and our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. Our insurance coverage may be inadequate to compensate us for any related losses we incur and, in some cases, our insurance coverage may not cover the cybersecurity incident at all. These issues are likely to become more difficult as we expand our operations. Any breach of our security measures or other cybersecurity incident, or even a perceived breach of our security measures or other perceived cybersecurity incident, could cause us to lose potential customers, investors, government contracts and governmental approvals; suffer material harm to

our business, reputation, financial condition, results of operations, and reputation, be subject to regulatory actions, litigation, sanctions, requirements or other statutory penalties, disrupt our operations, and have a material adverse effect on our business, results of operations, and financial condition.

Our information technology assets, including those we acquired out of bankruptcy, may contain cybersecurity risks and vulnerabilities, which may be undetected, unidentified or unknown. In addition, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities, systems and technologies. Furthermore, we may discover additional cybersecurity issues that were not found during due diligence of such acquired or integrated assets and entities. It may also be difficult to integrate companies into our information technology environment and security program.

Risks Related to Legal, Regulatory and Compliance Matters

Government policy, laws, or requirements (including environmental and operational mandates) may change drastically from one administration to another, and in doing so significantly burden or impair our operations.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to use and possession of radioactive materials; design, manufacture, operations, marketing and transportation of nuclear fuel; import or export of nuclear technology, material, fuel or equipment; and environmental issues. Laws and regulations at the federal, state and local levels are subject to change, including changes in administrative or judicial interpretation and/or changes in implementation through executive orders or agency guidelines. Changes in laws and regulation are especially likely in relation to new and emerging industries and in the event of a change in administration at the state or federal levels, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future applicable regulatory requirements. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers, who are also subject to extensive governmental regulation. Our efforts to comply with new and changing laws and regulations may result in increased general and administrative expenses, including implementation of complex compliance programs, qualification and training of personnel, and periodic inspections and audits, and a diversion of management time and attention. While recent executive actions prioritize nuclear deployment and fuel supply over certain other forms of energy generation, subsequent administrations or agencies may alter or reverse these priorities, creating planning uncertainty or requiring us to materially modify how we operate our business. For example, our Oak Ridge Facilities and Idaho Facility are under DOE authorization based on a combination of executive orders and the OTA, which together provide a regulatory pathway for pilot fuel production lines outside the traditional NRC licensing process. Under the OTA, we are required to transition key operational elements to full DOE oversight and away from NRC jurisdiction. This provision was incorporated into the OTA to foster nuclear innovation and reduce the time needed to bring advanced nuclear technologies into production. Any future reinstatement of the requirement that nuclear fuel production facilities be under NRC jurisdiction (whether by a future administration, new legislation or otherwise) could result in significant costs, delays, and uncertainties, and could adversely affect our ability to timely commercialize our products and achieve our business objectives. More generally, any changes in law or administration, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows, financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certifications, authorizations, permits, and/or approvals from regulatory agencies. Failure to comply with these laws may also result in civil and criminal penalties or private lawsuits, or the suspension or revocation of regulatory approvals, which would prevent us from operating our business.

Our operations and business plans could be significantly impacted by changes in federal, state, and local government policies and priorities.

Changes in support, in policies, or in priorities by the legislative or executive branch for nuclear fuel, including changes at the NRC, the DOE, the U.S. Department of Homeland Security, the U.S. Environmental Protection Agency, or any other federal agency that affects policy related to nuclear power could impact our operations and business plans. Each of these agencies themselves may experience changes in policies and priorities that impact our operations and business plans. Federal, state, and local policies and priorities could affect regulatory oversight, supply chain

availability, tax and other financial incentives or costs, availability of financing, labor force initiatives or restrictions, and many other possible areas. Both the NRC and the DOE have authority to issue new regulatory requirements or to change existing requirements. Changes to any regulatory requirements we are or could be subject to could require us to incur additional expenses to bring our facilities into compliance or could otherwise adversely affect our results of operations and financial condition. Additionally, changes in federal, state, or local government policies and priorities can impact our nuclear fuel operations. These could include changes in interpretations of regulatory requirements, increased inspection or enforcement activities, changes in budgetary priorities, changes in tax laws and regulations and other government actions or inaction. Any of these local, state, and federal agencies may have the authority to impose civil penalties and additional requirements, which could adversely affect our results of operations.

The nuclear power industry is a highly regulated industry and evolving regulations may impose additional compliance costs or require design modifications.

All entities that operate nuclear fuel manufacturing facilities and transport nuclear materials are subject to the jurisdiction of the NRC, the DOE and/or their counterparts around the world. Our fuel designs differ significantly in some aspects from the fuel used today by commercial nuclear power plants. Extensive testing and performance demonstration may delay approvals or reveal deficiencies. There is a risk that regulators may require additional information from us or our customers regarding our fuel product’s behavior or performance which necessitates additional, unplanned analytical and/or experimental work which could cause program schedule delays and require more R&D funding. In addition, entities within the nuclear industry may be hesitant to invest in Advanced Reactors such as those that use our nuclear fuel, which has limited history of commercial use. Furthermore, our fuel development timeline relies on the relevant nuclear regulator accepting and approving technical information and documentation about our nuclear fuel that is generated during fuel testing and qualification. Although recent U.S. policy actions aim to streamline licensing and accelerate reactor deployment, these initiatives may not translate into shorter or less costly licensing processes for our specific fuels.

Safeguards and security requirements for special nuclear material impose significant ongoing operational burdens and costs.

Handling HALEU and other nuclear materials requires robust security measures, including physical protection, cyber-physical integration, insider threat and access authorization programs, and continuous monitoring and recordkeeping and may be compromised by, among other things, accidents, acts of terrorism or war, physical or electronic break-ins and theft, other intentional conduct, or similar events or incidents. While we have built operational processes and programs that are intended to meet rigorous safety standards, there can be no assurance that we will not experience operational or process failures or other problems that could result in potential safety risks. These programs are capital- and labor-intensive, require specialized personnel, and are subject to frequent audit and inspection. Any failure to implement or maintain these programs could result in enforcement actions or operational restrictions, which would significantly adversely affect our business, financial condition, and results of operations. Security requirements can also constrain operating hours, logistics windows, and staffing models, and they may necessitate upgrades over time as threat assessments evolve, each of which increases costs. Even with ongoing investments in compliance and security programs and a culture of continuous improvement, the complexity of safeguards may limit operational flexibility and raise costs.

Limitations or modifications to indemnification regulations of the United States or foreign countries could adversely affect our business.

The Price-Anderson Nuclear Industries Indemnity Act, commonly called the Price-Anderson Act, is a U.S. federal law, which, among other things, regulates radioactive materials and the nuclear energy industry, including liability and compensation in the event of nuclear related incidents. The Price-Anderson Act provides certain protections and indemnification to nuclear energy plant operators under NRC jurisdiction as well as DOE contractors. Under current laws and regulations, while the Price-Anderson Act would protect us against certain types of claims arising from a nuclear incident at a customer site in the United States, certain categories of losses would not be covered and we could be liable for damages, which may be significant.

For our fuel fabrication facilities that are under DOE jurisdiction, liabilities to third parties arising from nuclear incidents at DOE facilities or facilities under DOE contracts such as the OTA are ultimately required to be paid by the federal government. Such Price-Anderson Act protections and DOE indemnification apply to our Oak

Ridge and Idaho facilities as part of our services to the DOE and are documented in the OTA, pursuant to which the DOE has agreed to indemnify us against liabilities arising from nuclear incidents up to an available indemnification amount of approximately $16.5 billion.

For fuel fabrication facilities that are under NRC jurisdiction (including, the Richland SN-F Facility), such facilities and, through an omnibus clause, anyone who might have liability for a nuclear incident at the site or when nuclear material is in transit between covered sites, are covered by American Nuclear Insurers’ “Facility Form” nuclear liability insurance, which is the same coverage available to commercial reactor operators and provides protection against third-party claims for bodily injury, property damage or covered environmental cleanup costs resulting from a nuclear incident. At such time as we transition any of our facilities from DOE oversight to NRC licensing in the future, we will no longer benefit from Price-Anderson Act indemnification through the DOE for those facilities and will instead need to obtain a Facility Form nuclear liability insurance policy from American Nuclear Insurers for such facilities. However, there can be no assurance that we will be able to obtain such coverage on commercially reasonable terms, or at all. In particular, because certain of our facilities are located on or adjacent to former U.S. government nuclear properties with legacy environmental conditions, including sites that may be designated as ‘Superfund’ sites, American Nuclear Insurers or other insurers may decline to underwrite a Facility Form policy or may impose exclusions, limitations, or pricing that is cost-prohibitive. If we are unable to obtain adequate nuclear liability insurance coverage for any of our facilities upon our transition to NRC oversight, we may be required to limit or suspend operations at the affected facilities, or seek alternative risk mitigation arrangements, any of which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, other jurisdictions in the world maintain their own indemnification regulations. The nuclear liability protections available in foreign jurisdictions in which we may operate or sell fuel in the future may not apply to all liabilities that we might incur. If an incident, damages or evacuation is not covered under the indemnification provisions of the Price-Anderson Act or other applicable nuclear liability regime, we could be held liable for damages, in some cases regardless of fault if we are the licensed operator of the facility at which the incident occurs, which could have an adverse effect on our financial condition and results of operations.

Further, because we transport toxic, hazardous and radioactive materials, there can be no assurance that a counterparty may not try to bring a secondary claim against us for a transport accident that is outside the indemnification provided by the Price-Anderson Act or such other indemnification regulation.

Neither the Price-Anderson Act nor international nuclear liability conventions and national domestic nuclear liability laws cover on-site loss or damage to property due to a nuclear incident. Rather, most nuclear regulators (including the NRC) require nuclear operators to maintain on-site property damage insurance. While we maintain on-site property damage insurance, there can be no assurance that the insurance pool is adequate because it has never been tested.

Cross-border activity in nuclear materials is tightly regulated, and export/import approvals or international agreements may restrict our business.

Any exports or imports of enriched uranium (including HALEU), fuel components, or technology are subject to licensing and international agreement constraints, including NRC export/import licensing, DOE authorizations for assistance to foreign atomic energy activities, and applicable bilateral nuclear cooperation agreements that may limit retransfers or end uses. Such approvals may involve extensive review, may impose conditions on end use and retransfers, and can be delayed or denied. Restrictions under country-specific nuclear cooperation frameworks may limit our ability to serve certain markets or counterparties, adversely affecting growth prospects. Additionally, technology transfers, technical assistance, and access by foreign nationals to controlled technology may require separate authorizations and compliance programs, and inadvertent disclosures could result in enforcement actions or loss of market access. Requirements may differ by jurisdiction and can change with little notice, increasing compliance costs and schedule risk. Even approved transactions may be subject to reporting, recordkeeping, and prior consent obligations that add friction, delay delivery, and increase costs.

Our activities may trigger environmental reviews and potential litigation that could delay projects and increase costs.

Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, foreign, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling, storage and disposal of mixed, solid and hazardous wastes, the remediation of soil

and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for non-compliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

These laws and regulations include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), the Clean Air Act (“CAA”), the Clean Water Act (“CWA”), the Resource Conservation and Recovery Act (“RCRA”) and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. These laws and regulations also include similar foreign, state or local counterparts to these federal laws, which regulate air emissions, water discharges, hazardous substances and waste and require public disclosure related to the use of various hazardous substances. We are also subject to federal, state, local and foreign laws and regulations governing worker health and safety requirements. Failing to comply with these laws and regulations could have an adverse effect on our results of operations.

Construction, modification, or expansion of facilities and certain licensing actions may require environmental reviews and consultations. These processes can be lengthy and are subject to challenge by third parties, including on environmental justice grounds and with respect to cumulative impacts. Adverse findings, additional mitigation requirements, or litigation could delay schedules, increase capital expenditures, or lead to permit denials or modifications. We may incur costs for baseline studies, monitoring, mitigation measures, and community engagement, and we could face injunctions or stay orders pending resolution of administrative or judicial proceedings. Even if we ultimately prevail, delays could cause us to miss customer milestones and lose revenue. Additionally, we may be responsible for Decontamination and Decommissioning (“D&D”) of facilities where we conduct, or previously conducted, operations. Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the D&D of third-party facilities.

Our operations involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence.

Our operations involve the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. A release of these materials could pose a health risk to humans or animals. If an accident were to occur, its severity would depend on the volume of the release and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions. Actions taken in response to an actual or suspected release of these materials, including a precautionary evacuation, could result in significant costs for which we could be legally responsible. In addition to health risks, a release of these materials may cause damage to, or the loss of, property and may adversely affect property values.

We may be liable if we fail to comply with federal, state, and local environmental, health and safety laws and regulations with respect to hazardous or radioactive materials. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. These actions might require us to stop or curtail operations or conduct or fund remedial or corrective measures, make additional investments into safety-related improvements or perform other actions. The enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and adversely impact our ability to operate, which could materially and adversely affect our business, financial condition, and results of operations. We could incur substantial costs as a result of a violation of, or liabilities under, environmental laws.

Regulatory enforcement actions, safety culture concerns, or quality program deficiencies could halt or restrict our operations.

Our compliance programs, including the maintenance of a safety-conscious work environment and nuclear-grade quality assurance, are critical to our ability to operate. Adverse inspection findings, notices of violation, or systemic quality issues could trigger corrective actions, work stoppages, or escalated enforcement. Any such actions may result in increased costs, loss of customer confidence, schedule delays, and reputational harm. In severe cases, regulators may require shutdowns, independent third-party assessments, or long-term corrective action plans before operations can resume at full scope. Findings related to material control and accounting, physical

protection, or cyber security could also require immediate compensatory measures that reduce throughput and raise costs. Enforcement actions can also affect our ability to bid for government contracts, obtain insurance, or maintain customer approvals, compounding the operational impact.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses, and uncertainties of litigation, from time to time, we may settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Our operations are subject to operating risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our significant risks, or our insurers may deny coverage of material losses we incur, which could adversely affect our profitability and overall financial condition.

We operate in a business where accidents or system failures can have significant consequences. Risks inherent in our operations include:

•        accidents resulting in injury or the loss of life or property;

•        environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;

•        pollution or other environmental mishaps;

•        natural disasters;

•        adverse weather conditions;

•        mechanical or design failures;

•        property losses;

•        business interruption due to political action in foreign countries or other reasons; and

•        labor stoppages.

Any accident or failure at a site where we have provided products or services could result in significant professional liability, product liability, warranty and other claims against us, regardless of whether our products or services caused the incident. In the future we may be named as defendants in lawsuits asserting large claims as a result of litigation arising from events such as those listed above.

We endeavor to identify and obtain, in established markets, insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical. Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions. Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against certain uninsured risks from our customers. When obtained, such contractual indemnification protection may not be as broad as we desire or may not be supported by adequate insurance maintained by the customer. Such insurance or contractual indemnity protection may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. A successful claim for which we are not insured or for which we are underinsured could have a material adverse effect on us. Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

Although we have product liability insurance coverage, with policy limits that we believe are customary for the nuclear industry, such coverage may not be adequate, requiring that we pay judgments or settlement amounts in excess of policy limits. We may not be able to maintain insurance coverage at adequate levels. Any product liability claims could be costly to defend, time-consuming and result in adverse judgments, which could result in a material adverse effect on our business, reputation and results of operations.

Further, our insurance coverage may be subject to certain limitations or restrictions and may not cover all potential losses. Certain risks, such as extended business interruption, cybersecurity incidents, transportation losses or onsite property damage, may be uninsured or underinsured and we may also face disputes with insurers regarding coverage. As a result, we may be required to bear significant costs, which could adversely affect our business, financial condition and results of operations.

Changes in federal and state tax laws, or interpretations thereof, and expiration of tax incentives and credits could materially and adversely affect our financial performance.

We are a U.S. corporation and thus subject to U.S. corporate income tax on our worldwide income. Further, since our operations and customers are located throughout the U.S. and expanding, we will be subject to various U.S. state, local and foreign taxes. U.S. federal, state, local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us and may have an adverse effect on our business and future profitability. In addition, the complexity and variability of tax regulations, combined with the potential for legislative or administrative changes, expose our business to significant tax-related risks. Federal and state governments periodically enact changes to income tax rates, tax deductions, credits, and other provisions. Increases in corporate income tax rates or reductions in available deductions could materially increase our tax obligations. Furthermore, differences in state tax laws and interpretations can also result in disputes with tax authorities, audits, and potential assessments for unpaid taxes, penalties, or interest. Changes in enforcement practices or increased scrutiny from federal or state tax agencies could also lead to greater compliance costs and risks of financial penalties. Similarly, unanticipated changes in tax policy could disrupt our financial planning and operational strategies, potentially impacting cash flow and investment decisions.

Projects in the nuclear energy sector may benefit from U.S. federal income tax incentives, including the investment tax credit, the production tax credit, and accelerated depreciation. Certain tax benefits under U.S. tax regulations applicable to investments in the nuclear power sector, however, have expired or are set to expire and there can be no assurance that such benefits will be extended or renewed, retroactively or prospectively, by the U.S. Congress. Energy policy has been, and is expected to continue to be, a matter of political discussion, and there can be no assurance that U.S. tax legislation favorable toward the nuclear power sector will continue or that changes in the tax laws will not limit or eliminate the present tax incentives. Further, current and future legislative proposals, if enacted into law, could significantly modify the existing U.S. federal income tax incentives for projects in the nuclear power sector. The expiration of U.S. tax incentives for nuclear energy could materially impact the profitability of our business. The elimination of, or reduction in, government policies that support nuclear energy could have a material adverse effect on our financial condition or results of operation. To the extent any tax credits, other favorable tax treatment or other forms of support for renewable energy are changed, our business may be materially adversely affected.

We are subject to complex and evolving data privacy and cybersecurity laws, rules and regulations.

We are subject to complex and evolving laws, rules, regulations and industry standards related to data privacy and cybersecurity. Compliance with these laws, rules and regulations is costly and will result in additional costs in our efforts to continue to comply. We or third parties we work with may at times fail (or be perceived to have failed) in our efforts to comply with such laws, rules and regulations. If we or the third parties with whom we work fail, or are perceived to have failed, to address or comply with these laws, rules or regulations, we could face significant consequences, including but not limited to, enforcement actions, regulatory investigations and fines, individual or class action litigation, mass arbitration demands, additional costs of compliance, additional reporting requirements and/or oversight, bans or restrictions on processing personal data, orders to destroy or not use personal data, imprisonment of company officials, and/or reputational harm. Ongoing efforts to comply with these laws also may divert management and employee attention from other business and growth initiatives. We could be liable for loss or misuse of personal data in our possession or control if we fail to prevent or mitigate such misuse or loss. Failure to prevent or mitigate such misuse or breaches may affect our reputation and operating results negatively

and may require significant management time and attention and could result in significant regulatory fines and/or other penalties. Government enforcement actions and violations of data privacy and cybersecurity laws, rules or regulations may be costly or interrupt our business operations. Further, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations. Any disruption to our business arising from such issues, or an increase in our costs to cover or remediate these issues may have an adverse effect on our business, financial condition and results of operations.

Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal data has been disclosed as a result of a data breach. Outside the U.S., an increasing number of laws, rules, regulations, and industry standards govern data privacy and cybersecurity. Certain foreign laws, rules, regulations and industry standards impose stricter requirements for processing personal data.

Obligations related to data privacy and cybersecurity are quickly changing, becoming increasingly stringent, and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf.

Risks Related to Our Acquisition of Assets Out of Bankruptcy

Despite acquiring the Ultra Safe assets “free and clear” of any specified claims and interests, we could still be responsible for successor, statutory, or other legacy liabilities associated with the acquired assets.

We acquired certain assets in Ultra Safe’s bankruptcy proceeding in 2024. Although we purchased these assets through a court-approved bankruptcy process intended to transfer assets “free and clear” of specified claims and interests, those protections have limits. We could remain responsible for liabilities that run with the assets or are not dischargeable in a bankruptcy proceeding, including regulatory, environmental, health and safety, decommissioning, or land-use obligations embedded in permits and statutes. In addition, parties may assert successor liability based on continuity of operations, shared facilities or brand, overlap in management or employees, or alleged representations to counterparties. If asserted successfully, these claims could require remediation, injunctive relief, or monetary payments not contemplated by our acquisition underwriting and could adversely affect our liquidity and operations. Further, defending against these claims can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability.

Creditors or other parties in interest may challenge the transaction as a fraudulent transfer, preference, or otherwise, which could result in monetary or injunctive relief and disrupt our business.

Notwithstanding the sale order issued in the bankruptcy proceeding, creditors or other stakeholders may allege that the purchase price we paid for the Ultra Safe assets was not “reasonably equivalent value,” that pre- or post-petition transfers should be avoided and recovered from us, or that aspects of the sale process were defective. These claims can persist until applicable limitations periods expire. While we believe the sale complied with applicable law, litigation risk remains and could result in damages, rescission, re-running of sale processes, or other remedies that consume management time, increase costs, and delay projects. See also “— We may become involved in litigation that may materially adversely affect us.”

We may discover title defects, unreleased liens, real property restrictions, or breaks in intellectual property chain of title (including with respect to the assets acquired from Ultra Safe) that require costly remediation and could constrain operations.

Post-closing diligence of the assets we purchased may reveal filing defects, unreleased liens or encumbrances, easement gaps, ground-lease limitations, or restrictive covenants affecting facilities and equipment. Similarly, we have identified and may continue to identify breaks in chain of title or unreleased liens and encumbrances for patents, software, data, or other intellectual property, or discover that certain rights were non-assignable and/or require re-grant. Clearing these issues may necessitate further court relief, settlements with lienholders or landlords, negotiations with third parties to enter into assignment or licensing agreements (which may not be available on commercially reasonable terms or at all), corrective filings, replacement licenses, redevelopment of technology, or redesign of processes or products. Until resolved, these defects can delay licensing, impair customer qualifications, and increase operating costs. Further, such defects may lead to disputes as to the ownership of our technologies or other intellectual property and subject us to third-party claims of infringement, misappropriation or violation, and we may have to initiate litigation or other proceedings to establish, enforce and protect our intellectual property and proprietary rights. Litigation or other proceedings relating to intellectual property claims are inherently unpredictable and time-consuming, and even if resolved in our favor, such litigation or proceedings may cause us to incur significant expenses and could distract our personnel from their normal responsibilities. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. If issues concerning the acquired intellectual property cannot be resolved, we could be forced to stop or delay development, use or commercialization of our fuel design, other technology or a component thereof, redevelop or redesign all or a portion thereof, or, if the claims in such suit were to involve our trademarks, change our branding. See also “— If we are unable to obtain, maintain, protect or enforce our intellectual property and similar proprietary rights, including trade secrets relating to our technology, the commercial value of our technology and our business, financial condition and results of operations may be adversely affected.”

Environmental conditions, waste liabilities, or decommissioning obligations associated with the acquired assets may exceed our estimates.

Legacy environmental contamination, historical waste management practices, or radiological inventories associated with the assets we acquired may not have been fully characterized at closing. Additional investigation, monitoring, engineering controls, packaging, transportation, or disposal may be required, and disposal pathways for certain waste streams may be limited or more expensive than anticipated. New regulatory guidance or inspections could impose additional corrective actions. Any of these developments could increase costs, require additional capital expenditures, and delay operations.

Accounting, valuation, and tax treatment of the acquisition involve significant judgments, and future adjustments could adversely affect our financial statements and cash taxes.

We allocated the purchase price for the acquired assets based on estimated fair values of identifiable assets and liabilities, including intangibles and contingencies. If actual performance or facts differ from our estimates, we may incur impairment charges, goodwill write-downs, inventory write-offs, or valuation allowance changes. The tax characterization of the transaction and any inherited tax attributes can be complex and subject to change with audit outcomes or changes in law, potentially increasing our cash tax obligations and adversely affecting our reported results.

Risks Related to Being a Public Company, Investment in Our Class A Common Stock and This Offering

Most members of our management team have limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management team and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition and results of operations.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

As a public company, we will be required to maintain internal control over financial reporting and to evaluate and determine the effectiveness of our internal control over financial reporting. Beginning with our second annual report following this offering, we will be required to provide a management report on internal control over financial reporting, as well as an attestation of our independent registered public accounting firm. Neither we nor our independent registered public accounting firm were required to, and therefore did not, perform an evaluation of our internal control over financial reporting as of or for any period included in our financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, while preparing the financial statements that are included in this prospectus, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses we identified primarily relate to the design and operation of controls as we have rapidly scaled our business, manufacturing activities and organizational infrastructure. Specifically, we did not design and maintain effective controls over (i) user access and segregation of duties across our financial systems and related processes, and (ii) we did not have a sufficient complement of personnel with the appropriate level of technical accounting expertise in U.S. GAAP and SEC reporting requirements, which created a risk that complex accounting matters and financial statements and related disclosures would not be identified, evaluated, resolved, or prepared accurately and timely in accordance with these standards. These material weaknesses arose in part because we have historically operated with a limited accounting and finance organization and have been in a period of significant growth as we expanded our advanced fuel development and fabrication capabilities. During this period, we have been scaling operations related to TRISO fuel production and related infrastructure, including initiatives associated with DOE-supported fuel-line activities, which has increased the complexity of our accounting, financial reporting and compliance environment.

Although these material weaknesses did not result in an identified material misstatement in the consolidated financial statements included in this prospectus, they could result in misstatements of account balances or disclosures that would not be prevented or detected on a timely basis. Accordingly, our management concluded that our internal control over financial reporting was not effective.

We have implemented measures to remediate these material weaknesses, including hiring and continuing to build our finance and accounting team, enhancing the design and documentation of key controls and close procedures, improving role-based access and segregation of duties within our financial systems, and engaging external advisors with public-company reporting and technical accounting experience and we are currently in the

process of testing these applicable controls. However, the material weaknesses will not be considered remediated until the applicable controls have been designed, implemented, operated for a sufficient period of time, and tested, and management has concluded that these controls are operating effectively.

The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act will be time consuming and costly. If during the evaluation and testing process we identify additional material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal control over financial reporting. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Further, upon becoming a public company, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, operating results, financial condition, and future prospects.

We will incur significant increased costs and management resources as a result of operating as a public company.

As a public company, we will be subject to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act and the Dodd-Frank Act. In addition, the listing requirements and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will significantly increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Among other things, as a public company we are required to:

•        maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

•        maintain policies relating to disclosure controls and procedures;

•        prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

•        institute a more comprehensive compliance function, including with respect to corporate governance; and

•        involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders is expensive and much greater than that of a privately-held company, and compliance with these rules and regulations will require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of our board of directors and management. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our board of directors. We expect a substantial increase in legal, accounting, insurance and certain other expenses incurred to comply with these additional regulatory and other requirements in the future, which will negatively impact our business, results of operations and financial condition.

and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

We do not intend to pay dividends on our Class A common stock.

We have never declared or paid any dividends on our common stock, and we do not currently intend to pay any cash dividends after the offering or for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. As a result, you may only receive a return on your investment in our Class A common stock if the market price of our Class A common stock increases.

We have broad discretion to use the proceeds from this offering, and our investment of those proceeds may not yield a favorable return.

Our management has broad discretion to spend the proceeds from this offering in ways with which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns. This could harm our business and could cause the price of our Class A common stock to decline.

For as long as we are an EGC, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are an “emerging growth company” as defined in the JOBS Act, and, for as long as we continue to be an EGC, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to EGCs, including not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and exemptions from Say-on-Pay and stockholder approval of any golden parachute payments not previously approved. Our status as an EGC will end as soon as any of the following takes place: the last day of the fiscal year in which we have more than $1.235 billion in annual revenues; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the date on which we have issued, in any three-year period, more than $1.00 billion in non-convertible debt securities; or the end of the fiscal year following the fifth anniversary of our initial public offering date. We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on any of the exemptions afforded EGCs. If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and the market price of our Class A common stock may be more volatile. Under the JOBS Act, EGCs can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not EGCs. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Special Note Regarding Forward-looking Statements

This prospectus includes forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “forecast,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Forward-looking statements contained in this prospectus include, statements about:

•        our ability to generate significant revenue from the sale of nuclear fuel;

•        our ability to compete with existing or new competitors or technologies domestically and internationally;

•        volatility in supply, demand, prices and other conditions for enriched uranium (including HALEU);

•        our ability to obtain supplies of nuclear material utilized in our fuel assembly design;

•        extensive regulation of the nuclear power industry including costly regulatory approval process and industry acceptance of our nuclear fuels;

•        potential rescission of nonbinding customer agreements;

•        our reliance on a limited number of suppliers for key materials, components, or equipment;

•        our dependence on the global nuclear energy industry and the financial health of customers and suppliers;

•        cybersecurity incidents or disruptions to or involving our information technology systems or those of our service providers, or a deficiency in our cybersecurity or the cybersecurity of our service providers;

•        uncertainty regarding the development and growth of the market for alternative low-carbon energy technologies;

•        potential infringement, misappropriation or other violation, or alleged infringement of misappropriation or other violation of intellectual property and similar proprietary rights of third parties;

•        our ability to obtain, maintain, protect or enforce our intellectual property and similar proprietary rights, including trade secrets relating to our technology;

•        risks associated with climate change;

•        public support for nuclear power;

•        adverse events, cancellations of significant projects, delays in project timelines, adjustments in cost structures, and other negative developments announced by competitors;

•        changing policies, regulations, mandates, and funding levels of governmental entities;

•        potential involvement in litigation and other disputes, and governmental and regulatory investigations;

•        changes in federal, state, and local government policies and priorities;

•        potential nuclear liabilities, health and property risks associated with the use, transportation and disposal of toxic, hazardous and/or radioactive materials;

•        unfavorable changes in U.S. export control laws and regulations or U.S. government licensing policies and our ability to comply with these laws and regulations;

•        our ability to manage our growth effectively;

•        developments relating to our competitors and our industry;

•        existing regulations and regulatory developments in the United States and other jurisdictions;

•        general economic, industry, and market conditions;

•        our ability to attract, hire, and retain our key personnel and additional qualified personnel;

•        our ability to remediate our material weaknesses in our internal control over financial reporting;

•        our anticipated use of our existing cash and cash equivalents and the net proceeds from this offering;

•        our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and

•        other risks and uncertainties, including those listed in the section titled “Risk Factors.”

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. The forward-looking statements made in this prospectus are given only as of the date on which the statements are made. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

Use of Proceeds

We estimate that our net proceeds from the sale of the shares of Class A common stock that we are offering will be approximately $            million, based on an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares of our Class A common stock, we estimate our net proceeds will be approximately $            million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us by approximately $            million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1,000,000 shares in the number of shares offered by us would increase or decrease, as applicable, the net proceeds to us by approximately $            million, assuming that the assumed initial public offering price, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital, create a public market for our Class A common stock, facilitate our future access to the public equity markets, increase awareness of our company, improve our competitive position. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, complementary companies, products, services, technologies or assets. However, we have no current understandings, commitments or agreements to enter into any such acquisitions or make any such investments.

We have not yet determined our anticipated expenditures and therefore cannot estimate the amounts to be used for each of the purposes discussed above. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these net proceeds.

Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends after the offering or for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and requirements under the DGCL and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant. Furthermore, we may, from time to time, enter into loan or credit agreements or similar borrowing arrangements that may further restrict our ability to declare or pay dividends on our Class A common stock and Class B common stock.

Capitalization

The following table sets forth our cash, cash equivalents, and short-term investments and capitalization as of            on:

•        an actual basis;

•        a pro forma basis to reflect: (i) the Stock Split; (ii) the Preferred Conversion; (iii) the Class B Conversion; (iv) the Class B Stock Exchange and (v) the filing and effectiveness of our restated certificate of incorporation immediately prior to the closing of this offering; and

•        a pro forma as adjusted basis to give effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance of            shares of our Class A common stock by us in this offering, based upon the receipt by us of the estimated net proceeds from this offering at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at the pricing of this offering. You should read this information together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information set forth in “Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

__________

(1)     Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our cash, cash equivalents and short-term investments, total stockholders’ equity and total capitalization by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the amount of

our cash, cash equivalents and short-term investments, total stockholders’ equity and total capitalization by approximately $            million, assuming an initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial price to the public and other terms of this offering determined at pricing.

The number of shares of our Class A common stock and Class B common stock to be outstanding upon the completion of this offering is based on            shares of Class A common stock and            shares of Class B common stock outstanding as of            , and excludes:

•                    shares of our Class A common stock issuable upon the exercise of stock options outstanding as of            , with a weighted-average exercise price of $            per share, granted under the 2025 Stock Plan;

•                    shares of our Class A common stock reserved for future issuance under the 2026 Plan and            shares of Class A common stock reserved for future issuance under our ESPP, which plans will become effective in connection with this offering and contain provisions that will automatically increase their share reserves each year, as more fully described in “Executive Compensation — Employee Benefit Plans”; and

•                    shares of our Class B common stock issuable to Mr. Hendrix pursuant to the Class B Equity Exchange Agreement.

Dilution

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

As of            , our pro forma net tangible book value was approximately $            million, or $            per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of            , after giving effect to (i) the Stock Split; (ii) Preferred Conversion; (iii) the Class B Conversion; (iv) the Class B Stock Exchange; and (v) the filing and effectiveness of our restated certificate of incorporation immediately prior to the completion of this offering.

After giving further effect to the sale of            shares of our Class A common stock in this offering, at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of            would have been approximately $            million, or $            per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $            per share to our existing stockholders and an immediate dilution of $            per share to investors purchasing shares in this offering. The following table illustrates this dilution:

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by approximately $            per share and the dilution per share to investors in this offering by $            per share, assuming the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, a 1,000,000 increase (decrease) in the number of shares of our Class A common stock offered by us in this offering would increase (decrease) our pro forma as adjusted net tangible book value by approximately $            per share and the dilution per share to investors in this offering by $            per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share of our common stock would be $            per share, and the dilution in pro forma net tangible book value per share to investors purchasing shares in this offering would be $            per share.

The following table summarizes, on a pro forma as adjusted basis described above as of            , the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, our existing stockholders would own            % and our new investors would own            % of the total number of shares of our common stock outstanding upon the completion of this offering.

The number of shares of our Class A common stock and Class B common stock to be outstanding upon the completion of this offering is based on            shares of Class A common stock and            shares of Class B common stock outstanding as of            , and excludes:

•                    shares of our Class A common stock issuable upon the exercise of stock options outstanding as of            , with a weighted-average exercise price of $            per share, granted under the 2025 Stock Plan;

•                    shares of our Class A common stock reserved for future issuance under the 2026 Plan and            shares of Class A common stock reserved for future issuance under our ESPP, which plans will become effective in connection with this offering and contain provisions that will automatically increase their share reserves each year, as more fully described in “Executive Compensation — Employee Benefit Plans”; and

•                    shares of our Class B common stock issuable to Mr. Hendrix pursuant to the Class B Equity Exchange Agreement.

To the extent that any outstanding options to purchase shares of our common stock are exercised or new awards are granted under our equity compensation plans, there will be further dilution to investors participating in this offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Standard Nuclear, Inc. (“the Company” “we” “us” and “our”) should be read together with the section(s) entitled “Business” and “Risk Factors” and our audited consolidated financial statements and unaudited interim condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from period to period, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical financial information, the following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of the Company’s control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections of this prospectus entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless otherwise indicated, the historical information presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” speaks only with respect the Company’s operations for the periods after July 15, 2024, as there were no operations prior to the Company’s inception.

Overview

Standard Nuclear is a leading independent advanced nuclear fuel company and the only company in the United States with industrial-scale TRISO manufacturing facilities to date, based on our commercialized manufacturing capability supported by production-grade equipment, established processes, and facility infrastructure designed for sustained, high-throughput output and scalable expansion. We design, engineer, and manufacture advanced nuclear fuels with a primary focus on TRISO fuel that is utilized by Advanced Reactors, and we believe we are the only participant in the market that is currently positioned to be able to work with and develop fuel for any developer of an SMR, microreactor or other Advanced Reactor. As of the date of this prospectus, we operate the only dedicated, privately funded, industrial scale TRISO production line in the U.S. and are currently producing and shipping fuel for Advanced Reactor demonstrations scheduled for 2026, with additional TRISO production facilities expected to come online in mid- and late-2026.

Led by internationally recognized nuclear fuel expert Dr. Kurt Terrani, who serves as the Company’s Chief Executive Officer, the Company’s technical team leverages over 150 years of combined U.S. National Laboratory experience in the development, fabrication, and testing of advanced fuels, and many of the Company’s technical team members have previously held critical leadership roles in the U.S. Department of Energy’s advanced gas reactor program, which established the modern TRISO fuel standard currently accepted by the NRC. We believe our elite technical team, which is capable of integrating the latest advancements in manufacturing, monitoring, and characterization technologies, together with our ownership and operation of facilities licensed for the large-scale manufacturing of TRISO-based fuels, makes us a leading nuclear fuel company capable of delivering advanced nuclear fuel to the growing industry.

We were incorporated on July 15, 2024, as an advanced nuclear fuel company focused on converting enriched uranium feedstock into highly engineered nuclear fuel products. Prior to our formation, we had no assets or operations.

Our capabilities position us at the fuel manufacturing layer of the nuclear value chain, supporting Advanced Reactor developers and end customers with scalable domestic fuel supply solutions. Our disciplined, repeatable and reliable manufacturing process converts enriched uranium feedstock into finished fuel products in accordance with nuclear-grade safety, quality, and regulatory frameworks.

We do not design, own or operate nuclear reactors. Instead, our nuclear fuel products are engineered to be compatible with a broad range of Advanced Reactor designs which use TRISO fuel, and can be used by reactor owners and operators, utilities, hyperscale data center operators, and domestic and international government entities that own or operate such reactors. We believe we are well positioned to capture a meaningful share of this market given our current and planned industrial-scale operating capacity, technology platform, secured licenses, and cost advantages derived from modular manufacturing architecture.

In addition, we do not directly procure or source uranium for the nuclear fuel we manufacture. Our customers are generally responsible for procuring enriched uranium feedstock, which we then convert into nuclear fuel for our customers to use in their reactors for their various commercial needs. Our business model is based on long-term fuel supply arrangements under which our customers deliver feedstock to us and purchase finished fuel products, typically priced on a kgU basis and adjusted for enrichment level, final fuel form, and other specified requirements. We expect long-term unit economics to improve through automation, yield optimization, and replication of standardized fuel manufacturing modules that we have developed. We do not take direct commercial exposure to uranium price volatility, focusing instead on fabrication and fuel engineering services within the nuclear fuel value chain.

Fuel specifications are typically defined early in the reactor development process and require close coordination with our customers, resulting in structured commercial arrangements that may include Fuel Development Agreements and Fuel Sales Agreements with related non-refundable customer deposit arrangements entered into up to 24 months in advance of fuel delivery. In addition to the customer deposit payments required upon order, our Fuel Sales Agreement structure includes milestone-based payments throughout the process and penalty payments should a customer choose to cancel early. These payments are intended to support our engineering, qualification and production planning activities and we believe this commercial structure supports disciplined capacity planning and reduces demand uncertainty.

In the quarter ended March 31, 2026, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facilities, consisting of work performed for our customers under fuel development agreements (which comprised 100% of our total revenue for the quarter). In the year ended December 31, 2025, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facilities, consisting of work performed for our customers under fuel development agreements (which comprised 65.2% of our total revenue for the year) and research and development projects performed for U.S. government agencies (which comprised 34.8% of our total revenue for the year). In the quarter ended March 31, 2026 and the year ended December 31, 2025, we also engaged in certain nuclear service support and consultation services, which did not generate any material revenue.

We are designated as a prime contractor to the DOE under the OTA, supporting advanced fuel development and availability of advanced fuel supply for Advanced Reactors. See “Business — Government Regulation and Nuclear Materials Compliance — Nuclear Safety Regulation under the DOE” for additional information.

We actively participate in federal HALEU supply-chain programs and maintain Qualified Supplier List (“QSL”) status with various commercial entities, federally funded research and development centers (“FFRDCs”) and other government-related agencies, enabling direct engagement on development, demonstration, and deployment programs. We also benefit from a broad network of strategic and financial investors.

USNC Asset acquisition

On November 21, 2024, we entered into an asset purchase agreement with USNC (such agreement, as amended, the “Asset Purchase Agreement”) to acquire specific nuclear fuel-related assets (the “USNC Assets”). USNC had filed for Chapter 11 bankruptcy protection in October 2024, and the assets were acquired through a Section 363 auction process under the U.S. Bankruptcy Code.

Under an Asset Purchase Agreement, we purchased the USNC Assets on an as-is, where-is basis, free and clear of all liens, claims, and encumbrances, other than certain specified liabilities that we agreed to assume as described below. The purchase was approved by the United States Bankruptcy Court for the District of Delaware on December 19, 2024, and the acquisition closed on December 27, 2024.

The USNC Assets primarily consisted of advanced nuclear fuel-related intellectual property and know-how, design documentation and process technology applicable to the development of TRISO and related advanced fuels, certain contracts, records, and engineering data associated with USNC’s fuel development activities, and specified equipment, inventory, and related materials necessary for future production activities. The acquired assets support our strategy to develop, manufacture, and commercialize advanced nuclear fuel in the United States.

We only assumed limited and specific liabilities as a result of the acquisition of the USNC Assets, which was structured as an asset purchase and did not include the acquisition of, or assumption of the historical liabilities of, any entity. As a result, the only liabilities assumed by us as part of the asset acquisition were those that were specifically enumerated in the Asset Purchase Agreement and related schedules. The transaction was further structured to separate assets from obligations using two distinct contract categories:

•        Assignable Contracts:     We were under no obligation to take on any assignable contract and had the discretion to selectively assume only those contracts we deemed beneficial to benefit operation of the assets we purchased in the future. We chose to assume one contract related to the supply of industrial gases for our manufacturing operations, solely on a moving forward basis to support our manufacturing operations, which did not include the assumption of any material historical liabilities.

•        Designated Contracts:     The “Designated Contracts” described in the Asset Purchase Agreement were comprised of agreements determined by the parties to be of greater value in related to the purchased assets, consisting of those generating revenue, providing intellectual property rights, securing favorable partnerships, or securing critical feedstock. We pursued novation for the Designated Contracts that we selectively pursued for the benefit of our going-forward operation, which allowed us to establish new agreements for the Designated Contracts in our own name, without assuming any of USNC’s prior obligations under such agreements. Further, any cure costs associated with the assignment or novation of the initial Designated Contracts were borne by the seller.

While the Assignable Contracts and Designated Contracts reflected agreements that, at the time, we believed could be useful to our future business, none of the Assignable Contracts or Designated Contracts assumed, entered into or novated by the Company is material to our ongoing business or included any assumed historical liabilities of USNC under the applicable agreements.

As part of the acquisition, we also assumed the asset retirement obligations for the assets we acquired, but we did not assume any liabilities associated with USNC’s prepetition indebtedness, historical litigation, taxes, contracts other than Assignable Contracts or Designated Contracts (and then only to the extent described above), or employee expenses.

At the time of acquisition, there were no operations or development efforts related to the USNC Assets, which had been idle during the bankruptcy process. Prior to bankruptcy, USNC had only used the assets to conduct research and development activities with a goal to eventually produce fuel to the exact technical specifications of its own nuclear reactor. Following the acquisition, our research and development activities are focused on developing a different production process that aligns with our strategy. The USNC Assets were primarily comprised of in-process research and development assets used for the development of a specific TRISO fuel particle specification and fully ceramic microencapsulated fuel form, which were each specifically designed and engineered for application in the micro modular reactor that was under development by USNC prior to its insolvency. As we are not a nuclear reactor developer and did not acquire USNC Assets for the development of our micro modular reactor, the specific TRISO fuel form and related manufacturing process developed by USNC was not usable by us or for any of our target customers at the time. However, given our strategy as a reactor-agnostic nuclear fuel manufacturer that is able to produce TRISO fuel to meet any given customer’s specific needs and application, following the acquisition of the USNC Assets, which were originally developing a process for production of a specific fuel for a specific reactor end use, we further developed, modified and refined both the equipment and manufacturing processes we initially acquired to enable the modular manufacturing capability that advances our strategy of being able to produce a variety of TRISO-based fuel forms and specifications for a range of advanced nuclear power applications and customers. In addition, as part of the USNC bankruptcy proceedings, USNC’s assets relating to the development of modular reactor technologies were acquired by Nano Nuclear Energy Inc. (“Nano”), which continues to develop such reactor assets for use with TRISO based advanced fuels, and we have since entered into non-binding memorandum of understanding with Nano to consider arrangements pursuant to which we (including through our JV with Framatome) would become a supplier of TRISO fuel to Nano for use in its reactor platforms.

We acquired the USNC Assets for a total cash purchase price of $32.9 million, paid at closing.

Recent Developments

Commencement of operations and government support

During February 2025, the Company issued 4,999,997 shares of Series Seed preferred stock at $2.00 per share for aggregate cash proceeds of $10.0 million. For additional information regarding the Series Seed financing and our other subsequent preferred stock financings, see “Liquidity and Capital Resources” below. We also began initial hiring and facility-commissioning activities to advance regulatory readiness and prepare the facilities acquired as part of the USNC Assets for future commercial fuel manufacturing.

In August 2025, we were selected as a supplier for the DOE Office of Nuclear Energy’s previously announced Fuel Line Pilot Program, and we entered into the OTA as a prime contractor to the DOE in September 2025 to build, operate, and commission advanced fuel fabrication facilities at our Oak Ridge Facilities and Idaho Facility. Additionally, the fuel line pilot program directly supports DOE’s Reactor Pilot Program, which aims to have at least three advanced reactor designs achieve criticality by July 4, 2026, and both pilot programs advance the implementation of executive orders designed to reform reactor testing and deploy nuclear technologies for national security.

In September 2025, we entered into the OTA with the DOE in an effort to bring privately funded advanced nuclear-fuel production infrastructure online in support of TRISO-fueled reactor demonstrations in 2026. Under the OTA, the Company transitioned key operational elements to be under DOE oversight, ensuring adherence to a rigorous regulatory framework. This enhanced oversight enabled a substantial increase in our TRISO fuel manufacturing throughput within our existing facilities.

In December 2025, we successfully received a shipment of HALEU feedstock at our facility in Oak Ridge, Tennessee. This shipment established us as the first company to both receive authorization by the DOE and to physically receive HALEU for production of advanced TRISO fuel, a key component for next-generation nuclear reactors. We believe the volume of material received is sufficient to position us to significantly contribute to the rapid deployment of new nuclear technology across the United States.

Partnership with Framatome

In September 2025, we established Standard Nuclear × Framatome LLC — a joint venture with Framatome that operates the Richland SN-F Facility. The Richland SN-F Facility benefits from our modular equipment while leveraging Framatome’s decades of experience in light-water reactor fuel production. By utilizing Framatome’s existing infrastructure and commercial relationships, Standard Nuclear × Framatome LLC can help integrate Standard Nuclear into an established global value chain. The joint venture plans to commence manufacturing in 2027 pending regulatory approvals by the NRC. The LAR for the Richland SN-F facility was submitted to the NRC in September 2024, has been accepted for review, and it targeted to be finalized in the summer of 2026, subject to the NRC’s timeline for completion of its review.

Trends and Key Factors Affecting Our Performance

Our results of operations, cash flows and capital requirements have been and are expected to continue to be affected by the timing of our facility commissioning and production ramp-up, the timing of customer program execution and revenue recognition, the availability of feedstock, the timing and level of government-supported program activity, and the pace at which we expand our manufacturing capabilities. Because we were incorporated in July 2024, acquired the USNC Assets in December 2024 and began initial revenue-generating activities in 2025, our historical results are not necessarily indicative of future performance.

Facility commissioning and production ramp-up.

Our near-term growth depends on our ability to commission, qualify and expand operations at our Oak Ridge facilities and our SN-ID facility and to bring additional manufacturing capacity online in accordance with our operating plan. The timing of facility readiness, throughput increases, process yields and workforce ramp-up will affect the timing of revenue generation, our operating costs and our margin profile. Delays in commissioning, lower-than-expected yields or slower-than-expected capacity expansion could defer revenue, increase costs and require additional capital.

DOE OTA and government-supported development.

In September 2025, we entered into the OTA with the DOE to build, operate and commission advanced fuel fabrication facilities at our Oak Ridge and Idaho facilities. The timing and amount of funding, milestone achievement, required expenditures and any company cost-share or other performance obligations under the OTA may materially affect our results of operations, liquidity and capital requirements. In addition, the OTA may be terminated by either party upon 30 days’ written notice. Any modification, delay or termination of the OTA could adversely affect our operating plan and increase our liquidity needs, particularly to the extent we have incurred or committed expenditures in anticipation of program activity.

Regulatory approvals and facility readiness.

Our business is subject to DOE and NRC regulatory requirements. The timing of regulatory approvals, license amendments and facility qualification activities, including those relating to our planned operations at the Richland SN-F facility, may affect when we are able to commence or expand revenue-generating activities. For example, currently, the primary constraint on our ability to further scale production operations is obtaining the regulatory authorizations required to commission and operate additional production facilities and install incremental modular processing equipment, together with completion of associated safety reviews and operational approvals. While our existing Oak Ridge SN-0 pilot facility is authorized to possess and process meaningful quantities of enriched uranium feedstock, future capacity expansion is expected to occur principally through our other facilities. Delays in any such approvals or activities could increase pre-operating and compliance costs, delay revenue and increase our capital requirements.

Feedstock availability.

Our ability to perform under customer arrangements depends in part on the availability and timely receipt by our customers of enriched uranium feedstock, including HALEU where applicable. Although we received a shipment of HALEU feedstock in December 2025, future operations will continue to depend on customer procurement, supply availability, regulatory authorization and transportation of feedstock. Constraints or delays in feedstock availability could delay production, defer revenue recognition and reduce capacity utilization.

Customer programs, deposits and revenue timing.

Our customer arrangements may include fuel development work and fuel supply commitments, each of which may include milestone-based payments, and non-refundable deposits related to customers’ fuel supply commitments. As a result, the timing of cash receipts may differ from the timing of revenue recognition, and our period-to-period results may fluctuate based on program timing, milestone achievement and delivery schedules. Our future operating results will also depend on the mix of revenue derived from our fuel development work, commercial fuel sales, specialty material supply arrangements and government-related projects, which may have different margin and working capital characteristics.

Entry into new customer commitments and increased Total Contract Backlog

We expect our results of operations to be impacted in future periods as we increase our development and production activities in connection with our existing and prospective new customer commitments. For example, subsequent to March 31, 2026, we entered into a binding purchase commitment with a customer for the delivery of TRISO fuel, which contained a customer purchase option for the purchase of additional fuel and, as of the date of this prospectus, we have up to $245 million in Total Contract Backlog, reflecting $65 million of Funded backlog, $157 million of Purchase Options under Executed Contracts and $23 million of contingent Unfunded backlog. As work commences under any such additional binding arrangements or we execute contracts relating to our contingent Unfunded backlog or qualified pipeline, we would expect to generate additional revenue, though the magnitude and timing of such revenue remains dependent on customer funding decisions, regulatory approvals and licensing for ourselves and our customers, and the availability nuclear material, including HALEU. We would also expect to experience increased cost of revenue in future periods as we commission additional production capacity at our existing and planned facilities. For definitions of our Total Contract Backlog, see “— Key Performance Indicators,” and see also “Our Competitive Strengths — Strong Backlog Visibility.

Future expansion and manufacturing economics.

We expect our future performance to depend on our ability to improve throughput, yield and capacity utilization and to scale manufacturing efficiently. Our results may also be affected by expenditures associated with future expansion activities, including our planned Tennessee, Idaho and Richland-related operations. If we are unable to achieve expected operating efficiencies or if expansion activities are delayed or more costly than expected, our margins, cash flows and capital requirements could be adversely affected.

Components of Results of Operations

Revenue No revenue was recorded in 2024. Commencing in 2025, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facility, consisting of work performed for our customers under fuel development agreements and research and development projects performed for U.S. government agencies.

Cost of revenue We incur costs related to the services we provide for our customers. These costs include labor and other employee related costs, materials and certain consulting costs in support of these services.

General and administrative costs General and administrative costs primarily consist of personnel-related costs, including salaries, benefits, and stock-based compensation costs, for executive leadership and employees in legal, finance, accounting, human resources, information technology, and other administrative functions. In addition, these expenses include allocated facility costs and costs of consultants and advisors. General and administrative costs are expensed as incurred.

Asset retirement obligation accretion expense We recognize a liability for asset retirement obligation which represents the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. The asset retirement obligation is initially measured at its fair value and recorded as a liability with an offsetting retirement cost that is capitalized as part of the related long-lived asset in the Consolidated Balance Sheets. Increases in the asset retirement obligations resulting from the passage of time are recorded as asset retirement obligation accretion expense.

Research and development expense Research and development expense will largely represent personnel and materials costs. Ongoing research and development costs are expensed as incurred. Development costs are recognized as assets when we can demonstrate technical feasibility and that the asset will generate probable future economic benefits. During 2024, research and development expense was primarily attributed to indefinite-lived in-process research and development (“IPR&D”) intangible assets related to our advanced nuclear fuel development efforts. Because the acquired technologies cannot be repurposed or used in alternative applications, the amount fully allocated to IPR&D assets was expensed immediately through research and development expense. There was no research and development expense in 2025.

Change in fair value of SAFE Notes Our Simple Agreement for Future Equity (“SAFE”) Notes are classified as a liability and are required to be marked to fair value at each reporting period. This represents the movement in the fair value for SAFE Notes at each balance sheet date. The SAFE Notes were all redeemed and rescinded according to their contractual provisions in 2025. See also Note 10 — Related Parties, in our Consolidated Financial Statements included elsewhere in this prospectus.

Income tax benefit The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.

Results of Operations

We are a development-stage nuclear fuel company.

For the three months ended March 31, 2026, our activity was primarily focused on work performed for our customers under fuel development agreements and scaling to meet our customers’ demands for TRISO fuel. Our expenditures for the three months ended March 31, 2026, included, but were not limited to:

•        General and administrative costs equaling $3.8 million, primarily due to personnel costs, stock compensation expense depreciation expense, legal and professional fees.

•        Cost of revenue of $5.0 million related to our services to our customers.

•        Share based compensation expense of $1.5 million, of which $0.5 million is classified as a cost of revenue.

For the three months ended March 31, 2025, we were scaling our operations to meet the requirements of our new contracts with customers and U.S. government agencies. Our expenditures for the three months ended March 31, 2025, included, but were not limited to:

•        General and administrative costs equaling $0.7 million, primarily due to personnel costs, legal and professional fees.

•        Cost of revenue of $1.1 million, primarily due to work performed on newly signed customer contracts.

For the fiscal year ended December 31, 2025, our activity was primarily focused on meeting the requirements of our contracts with customers and U.S. government agencies. Our expenditures for the period ending December 31, 2025, included, but were not limited to:

•        General and administrative costs equaling $4.4 million, primarily due to personnel costs, depreciation expense, legal and professional fees.

•        Cost of goods sold of $7.7 million, primarily due to work performed on newly signed customer contracts.

•        Stock-based compensation expense of $1.7 million, of which $0.8 million is classified as a cost of goods sold.

For the period from July 15, 2024 (inception) to December 31, 2024, our activity was primarily focused on organizational activities, operations preparations, and asset acquisition. Our expenditures for the period ending December 31, 2024, included, but were not limited to:

•        General and administrative costs equaling $0.7 million, primarily due to personnel costs, depreciation expense, legal and professional fees.

•        Research and development expense of $30.3 million related to the acquisition of the USNC Assets which was expensed as incurred, as it reflected the acquisition of IPR&D assets.

•        Change in fair value of SAFE Notes of $25.6 million.

The following table sets forth the components of our Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025:

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

Revenue

Revenue increased by $0.2 million, to $0.6 million for the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025. The increase in revenue primarily reflects the commencement of work under fuel development contracts. Revenue for the three months ended March 31, 2026,

included $0.5 million of revenue recognized from fuel development contracts with three public-sector customers and revenue for the three months ended March 31, 2025, included $0.3 million of revenue recognized from a subcontract with a U.S government agency for services that were completed during 2025. See also Note 3 — Revenue, in our Audited Consolidated Financial Statements for additional discussion.

Cost of Revenue

Cost of revenue increased by $3.9 million, to $5.0 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025. The increase principally reflects the growth of our production operations at our Oak Ridge SN-0 facility. The principal components of the approximately $3.9 million period-over-period increase were: (i) approximately $1.5 million of incremental direct production payroll and related employee costs, reflecting the addition of production-line technicians, engineers and operators dedicated to our manufacturing activities; (ii) approximately $0.9 million of incremental equipment, small-tools, and consumables period expense related to production-line growth; (iii) approximately $0.5 million of stock-based compensation expense allocated to cost of revenue, reflecting equity awards granted to production personnel; (iv) approximately $0.4 million of incremental third-party engineering, qualification and commissioning consulting fees related to our production line growth; and (v) approximately $0.6 million of facility-related and other incremental production costs, including depreciation, equipment rentals, and utilities.

General and Administrative Costs

General and administrative expense increased by $3.1 million, to $3.8 million for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025. The principal components of the approximately $3.1 million period-over-period increase were: (i) approximately $1.1 million of incremental third-party consulting fees, primarily related to public company readiness, including financial reporting transformation and internal controls implementation and other professional services, offset by the deferral of certain costs being in contemplation of an equity financing transaction; (ii) approximately $1.0 million of stock-based compensation expense, reflecting equity awards granted to executive officers, non-employee directors and other administrative personnel; (iii) approximately $0.8 million of incremental payroll, payroll tax and employee benefit costs, reflecting expanded corporate headcount; and (iv) approximately $0.3 million of other costs, including incremental marketing, investor relations and business development costs; as headcount and operations were realigned for public company operations.

Income Tax Benefit

The Company recorded no income tax benefit or expense for the three months ended March 31, 2026 or the three months ended March 31, 2025.

The following table sets forth the components of our Consolidated Statements of Operations for the fiscal year ended December 31, 2025 and for the period from July 15, 2024 (inception) through December 31, 2024:

Comparison of Fiscal year 2025 and the period ended December 31, 2024

Revenue

Revenue increased to $3.1 million for the fiscal year ended December 31, 2025, compared to $0.0 million of revenue for the period ended December 31, 2024. The increase in revenue was primarily driven by completed work on newly signed customer fuel development contracts and research and development projects performed for U.S. government agencies. See also Note 3 — Revenue, in our Consolidated Financial Statements included elsewhere in this prospectus for additional discussion.

Cost of goods sold

Cost of goods sold increased to $7.7 million for the fiscal year ended December 31, 2025, compared to $0.0 million for the period ended December 31, 2024. The increase in cost of goods sold was driven by increasing business operations in connection with our revenue generating activities and a full year of operations.

General and Administrative Costs

General and administrative expense increased by $3.7 million, to $4.4 million for the fiscal year ended December 31, 2025, compared to $0.7 million for the period ended December 31, 2024. The increase in general and administrative expenses was primarily driven by an increase in stock-based compensation expense, increasing business operations in connection with our revenue generating activities and a full year of operations.

Asset Retirement Obligation Accretion Expense

Asset retirement obligation accretion expense increased to $0.1 million for the fiscal year ended December 31, 2025, compared to $859 for the period ended December 31, 2024. The increase in asset retirement obligation accretion expense was primarily driven by a full year of operations.

Research and Development Expense     

Research and development expense decreased by $30.3 million, to $0.0 million for the fiscal year ended December 31, 2025, compared to $30.3 million for the period ended December 31, 2024. The decrease in research and development expense was primarily driven by the Company moving past the research and development phase and into commercial operations, with our research and development expense for 2024 having related to the acquisition of the USNC Assets, which was completed in 2024 and immediately recognized as IPR&D.

Change in fair value of SAFE Notes

Change in fair value of SAFE Notes decreased by $17.9 million, to $7.7 million for the fiscal year ended December 31, 2025, compared to $25.6 million for the period ended December 31, 2024. The decrease in the fair value of SAFE Notes was primarily driven by the full redemption of the notes in February 2025 as a result of their contractual terms.

Income Tax Benefit

We recorded no Income Tax Benefit or expense in either the fiscal year ended December 31, 2025 or the period ended December 31, 2024.

Key Performance Indicators

In managing our business, our management regularly reviews certain KPIs, to evaluate our operations, guide decision-making, and measure progress. We utilize a variety of operational metrics to understand growth and ultimately drive profitability.

•        Total Contract Backlog:

•        Funded.    This metric represents contracted fuel sales under binding commitments or agreements with firm delivery obligations, which provides direct visibility into near-term revenue.

•        Purchase Option under Executed Contracts.    This metric represents the dollar value of contractually granted but unexercised customer options to purchase additional fuel under existing agreements, including extension options, follow-on purchase rights, and volume options at predetermined or formula-based pricing. We use this metric to assess potential incremental demand from our existing customer base and to inform our capacity planning, though option exercise is at the sole discretion of the counterparty and there can be no assurance that any such option will be exercised or result in revenue. Option values are not reflected in our financial statements until exercised and converted to funded backlog.

•        Unfunded.    This metric represents the dollar value of intended fuel sales under memoranda of understanding, non-binding framework agreements or term sheets, and letters of intent. We use this metric as a distinction from contracted funded backlog to assess the breadth of prospective demand and to inform our capacity expansion planning, though these unfunded opportunities are not reflected in our financial statements and there can be no assurance that any such opportunity will result in a binding agreement or revenue.

•        Fuel/TRISO production capacity

•        Throughput capacity.    We report on both (i) Module Throughput Capacity and (ii) Building Throughput Capacity. Module Throughput Capacity represents the annualized TRISO fuel throughput production capacity (in MTU/yr) for which production lines are installed and available for commercial production at any of our nuclear fuel manufacturing facilities. We also report Building Throughput Capacity, which represents the maximum annualized TRISO fuel throughput production capacity (in MTU/yr) that our existing constructed facilities could accommodate if all available modular production line positions within such facilities were installed and operational, based on our current process yield.

•        Process yield %.    Process yield is measured and reported across our overall manufacturing process that comprises a series of batch process steps and reflects realizable throughput from each individual processing cycle for our TRISO fuel. Our manufacturing process is designed to recycle substantially all intermediate material that does not meet specification at any given stage of a processing cycle, to recover the input feedstock, which is then processed through additional cycles until it meets specification. As such, the feedstock enriched uranium input is expected to be substantially fully converted to finished TRISO fuel output over the course of the overall production cycle, with minimal material waste. Process yield is a key operating KPI for any TRISO production line and ultimately drives cost per kilogram of fuel produced and effective throughput production capacity.

Liquidity and Capital Resources

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $124.9 million and $63.1 million, respectively. Since inception, we have financed our operations primarily through equity financings, SAFE issuances, and customer payments under fuel development agreements and customer deposits relating to fuel sales arrangements, and, beginning in 2025, revenue-generating operating activities. Our principal uses of cash have been the acquisition of the USNC Assets, the build-out and commissioning of our Oak Ridge and Idaho facilities, personnel-related costs, professional fees and other general corporate expenditures.

We are in the early stages of commercializing our advanced nuclear fuel manufacturing platform, and our historical operating losses and cash flows are not necessarily indicative of future cash requirements. Our future liquidity needs will depend on, among other things, the pace of commissioning and scaling our Oak Ridge facilities, the timing and amount of expenditures for our Oak Ridge SN-TN and Idaho facilities under the DOE OTA, the timing of any capital contributions or other funding obligations associated with Standard Nuclear × Framatome LLC and the Richland SN-F Facility, the level and timing of customer deposits and milestone payments under fuel development and fuel sales agreements, the pace of hiring and related payroll costs, regulatory and compliance expenditures, capital expenditures for manufacturing equipment and facility improvements, and the timing of revenue generation from commercial and government programs.

Short-Term Liquidity

We believe that our existing cash and cash equivalents, together with expected cash receipts from customer deposits, milestone-based payments under existing commercial arrangements, revenue from operations, and other available sources of liquidity, will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the 12 months following the date of this prospectus. This assessment is based on our current operating plan, which includes continued commissioning and throughput expansion at our Oak Ridge facilities, ongoing hiring to support manufacturing, engineering, quality, regulatory and administrative functions, continued research and development activities, and expenditures associated with our obligations under the DOE OTA.

Our expected short-term material cash requirements primarily consist of:

•        operating expenditures required to support our existing Oak Ridge operations, including payroll and related personnel costs, materials, utilities, occupancy, insurance, and professional fees;

•        capital expenditures for facility commissioning, manufacturing equipment, process modules and related infrastructure at our Oak Ridge facilities;

•        expenditures to advance our Oak Ridge SN-TN and Idaho facilities under the DOE OTA;

•        regulatory, safety, quality assurance and compliance expenditures required to maintain and expand operations in regulated nuclear environments;

•        payments associated with lease obligations, purchase commitments and other contractual arrangements, to the extent applicable;

•        expenditures associated with customer program execution, including engineering, qualification, development and production planning activities; and

•        working capital needs, including the timing of receivables, equipment, payables, customer deposits and milestone payments.

As of March 31, 2026, we did not have any committed revolving credit facilities or other committed third-party debt financing arrangements. We had no unused committed sources of liquidity as of March 31, 2026.

Long-Term Liquidity

Beyond the next 12 months, our liquidity requirements will depend largely on the timing and scale of our expansion activities and commercialization efforts. We expect to continue to incur significant expenditures as we expand annual TRISO production capacity, including investments in manufacturing modules and facility infrastructure, additional hiring, qualification and regulatory activities, and potential funding obligations related

to the Richland SN-F Facility and our other planned facilities. We continue to explore opportunities to invest in research and development and process optimization to support customer programs and broader commercialization of our nuclear fuel products.

We may require additional capital to support our long-term growth strategy, including expansion of our Oak Ridge and Idaho operations, development of additional manufacturing capability, and support for future commercial fuel delivery obligations. Our ability to meet these longer-term liquidity needs will depend on our ability to generate cash from operations, continue to obtain customer deposits and milestone payments under commercial agreements, and, if needed, access the capital markets or other financing sources on acceptable terms. There can be no assurance that additional capital will be available when needed or on terms acceptable to us.

Material Cash Requirements

Our material cash requirements as of March 31, 2026 include both contractual and other obligations arising in the ordinary course of business and through the execution of our growth strategy. These requirements include:

•        expenditures to commission, operate and expand our Oak Ridge facilities;

•        expenditures to build, operate and commission the facilities contemplated by the DOE OTA, including our Oak Ridge SN-TN and Idaho facilities;

•        potential capital contributions, equipment commitments or other funding obligations associated with the SN Framatome JV and the Richland SN-F Facility;

•        lease payments and other facility-related commitments;

•        purchase obligations for equipment, specialized materials, services and infrastructure necessary to support current and planned manufacturing capacity;

•        payroll and related personnel costs associated with the expansion of our workforce;

•        regulatory, quality assurance, environmental, health and safety and other compliance-related expenditures;

•        obligations associated with our asset retirement obligation; and

•        working capital requirements associated with the execution of fuel development agreements, fuel sales agreements and government-related projects.

Sources of Liquidity

Our primary internal sources of liquidity are cash on hand, cash generated from operating activities, customer deposits and milestone payments under our commercial agreements, and cash receipts generated from government and commercial project work. Our customer arrangements are structured to include deposits upon order, milestone-based payments during execution and, in some instances, penalty payments for early cancellation, which we believe support disciplined capacity planning and reduce demand uncertainty.

Our primary external sources of liquidity have been proceeds from the issuance of SAFEs and preferred stock financings. In 2024, we raised $33.5 million in gross proceeds through SAFE investments. In February 2025, we completed our Series Seed preferred stock financing, generating gross proceeds of approximately $10.0 million, and our outstanding SAFEs converted into Series Seed-1 preferred stock in connection with that financing. In August 2025, we completed our Series A preferred stock financing, generating gross proceeds of approximately $70.0 million. In January 2026, we completed our Series A-2 preferred stock financing, generating gross proceeds of approximately $70.0 million, which we intend to use to expand annual TRISO production.

As of March 31, 2026, we had no outstanding indebtedness other than ordinary-course obligations.

We believe that our cash will be adequate to meet our liquidity requirements for at least the 12 months following the date of this prospectus. Our future capital requirements will depend on several factors, including our ability to generate positive cash flows from operations and our ability to raise additional capital. We could be required, or could elect, to seek additional financing through the sale and issuance of common or preferred stock, incurrence of debt or other capital-raising transactions; however, additional funds may not be available on terms acceptable to us, if at all.

Cash Flows

Comparison of the three months ended March 31, 2026 and 2025

The following table summarizes our cash flows and cash and cash equivalents, for the periods indicated:

Net Cash used in Operating Activities — Net cash used in operating activities increased by $2.8 million, to $4.3 million for the three months ended March 31, 2026, primarily reflecting $8.8 million of costs of revenue and general and administrative costs, partially offset by cash collected from customers.

Net cash used in operating activities for the three months ended March 31, 2025 was $1.5 million, primarily reflecting incurred costs of revenue and general and administrative costs.

Net Cash used in Investing Activities — Net cash used in investing activities increased by $3.7 million, to $3.9 million for the three months ended March 31, 2026, resulting from an increase of $3.7 million of purchases of property, plant and equipment.

Net cash used in investing activities for the three months ended March 31, 2025 was $0.2 million, related to the purchase of property, plant and equipment.

Net Cash provided by Financing Activities — Net cash provided by financing activities increased by $62.1 million, to $70.0 million for the three months ended March 31, 2026, consisting of proceeds of $70.0 million from the issuance of our Series A-2 Preferred Stock.

Net cash provided by financing activities for the three months ended March 31, 2025 was $7.9 million, consisting of proceeds of $7.9 million from the issuance of our Series Seed Preferred Stock.

Comparison of the year ended December 31, 2025 and the period from July 15, 2024 (inception) through December 31, 2024

The following table summarizes our cash flows and cash and cash equivalents, for the periods indicated:

Net Cash used in Operating Activities — Net cash used in operating activities increased by $6.3 million, to $6.7 million for the year ended December 31, 2025, primarily reflecting $7.7 million of costs of sales and general and administrative costs, partially offset by cash collected from customers.

Net cash used in operating activities for the period ended December 31, 2024 was $0.4 million, primarily reflecting incurred general and administrative costs.

Net Cash used in Investing Activities — Net cash used in investing activities decreased by $22.7 million, to $9.7 million for the year ended December 31, 2025, resulting from an increase of $7.5 million of purchases of property, plant and equipment and investments in our joint venture with Framatome, as offset by the completion of the acquisition of the USNC Assets in the prior year.

Net cash used in investing activities for the period ended December 31, 2024 was $32.5 million, related to the acquisition of the USNC Assets for the purchase of IPR&D of $30.3 million and the purchase of property, plant and equipment of $2.2 million.

Net Cash provided by Financing Activities — Net cash provided by financing activities increased by $43.5 million, to $77.9 million for the year ended December 31, 2025, resulting from $77.9 million of proceeds received from the issuance of preferred stock.

Net cash provided by financing activities for the period ended December 31, 2024 was $34.5 million, primarily resulted from proceeds received from issuance of our SAFEs.

Quantitative and Qualitative Disclosures about Market Risk

We have operations within the United States and as such we are exposed to market risks in the ordinary course of our business, including the effects of credit risk. Information related to quantitative and qualitative disclosure about this market risk is set forth below.

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents held at financial institutions. Amounts on deposit may at times exceed federally insured limits. We have not experienced losses on these accounts and management believes the related credit risk is not significant. Our maximum exposure to credit risk was equal to the carrying value of our cash and cash equivalents of $124.9 million and $63.1 million as of March 31, 2026 and December 31, 2025, respectively.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. We consider an estimate to be critical if it requires us to make assumptions that are highly uncertain at the time the estimate is made and if changes in those assumptions are reasonably likely to have a material effect on our financial condition or results of operations.

Our significant accounting policies are described in Note 2 — Significant Accounting Policies to our audited financial statements included elsewhere in this prospectus. The following discussion addresses the estimates and judgments that we believe are most critical to understanding our financial statements and the uncertainties associated with those estimates.

Fair value of SAFE Notes

Prior to their conversion in February 2025, our SAFE Notes were classified as current liabilities and remeasured at fair value at each reporting date. Estimating the fair value of the SAFE Notes required significant judgment because the valuation incorporated unobservable inputs and company-specific assumptions. The most significant assumptions included the probability and expected timing of a qualifying financing event, the implied value of our equity, expected volatility and the discount rate used in the valuation model.

The valuation of the SAFE Notes was particularly sensitive to changes in our expected financing outcomes and related equity value assumptions. Increases in the probability of, or a shorter expected time to, a qualifying financing event generally increased the estimated fair value of the SAFE Notes, while decreases in those assumptions generally reduced the estimated fair value. Changes in these assumptions could have resulted in materially different fair values and corresponding non-cash gains or losses in our Consolidated Statements of Operations for the periods in which

Business

Our Mission

Our mission is to supply advanced nuclear fuels that enable safe, reliable and scalable nuclear power generation. We aim to support the re-emergence of the U.S.’s newbuild nuclear infrastructure, strengthen domestic energy security and meet the nation’s growing demand for safe, reliable and clean baseload power.

Company Overview

Standard Nuclear is a leading independent advanced nuclear fuel company and the only company in the United States with industrial-scale TRISO manufacturing facilities to date, based on our commercialized manufacturing capability supported by production-grade equipment, established processes, and facility infrastructure designed for sustained, high-throughput output and scalable expansion. We design, engineer, and manufacture advanced nuclear fuels with a primary focus on TRISO fuel that is utilized by Advanced Reactors, and we believe we are the only participant in the market that is currently positioned to be able to work with and develop fuel for any developer of Advanced Reactors which use TRISO fuel. As of the date of this prospectus, we operate the only dedicated, privately funded, industrial scale TRISO production line in the United States and are currently producing and shipping fuel for Advanced Reactor demonstrations scheduled for 2026, with additional TRISO production facilities expected to come online in the second half of 2026.

Led by internationally recognized nuclear fuel expert Dr. Kurt Terrani, who serves as our Chief Executive Officer, our technical team leverages over 150 years of combined U.S. National Laboratory experience in the development, fabrication, and testing of advanced fuels, and many of our technical team members have previously held critical leadership roles in the DOE advanced gas reactor program, which established the modern TRISO fuel standard currently accepted by the NRC. We believe the qualifications exhibited by our elite technical team, together with our ownership and operation of facilities licensed for the large-scale manufacturing of TRISO-based fuels, makes us a leading nuclear fuel company capable of delivering advanced nuclear fuel to the growing industry.

Our capabilities position us at the fuel manufacturing layer of the nuclear value chain, supporting Advanced Reactor developers and end customers with scalable domestic fuel supply solutions. Our disciplined, repeatable and reliable manufacturing process converts enriched uranium feedstock into finished fuel products in accordance with nuclear-grade safety, quality, and regulatory frameworks.

We do not design, own or operate nuclear reactors. Instead, our nuclear fuel products are engineered to be compatible with a broad range of Advanced Reactor designs which use TRISO fuel, and can be used by reactor owners and operators, utilities, hyperscale data center operators, and domestic and international government entities that own or operate such reactors. We believe we are well positioned to capture a meaningful share of this market given our current and planned industrial-scale operating capacity, technology platform, secured licenses, and cost advantages derived from a modular manufacturing architecture.

In addition, we do not directly procure or source uranium for the nuclear fuel we manufacture. Our customers are generally responsible for procuring enriched uranium feedstock, which we then convert into nuclear fuel for our customers to use in their reactors for their various commercial needs. Our business model is based on long-term fuel supply arrangements under which our customers deliver feedstock to us and purchase finished fuel products, typically priced on a kgU basis and adjusted for enrichment level, final fuel form, and other specified requirements. However, we have never sold our products at large-scale commercial levels, and the production of TRISO fuel is generally untested at industrial scale, and as a result, we have limited data regarding the full cycle economics of manufacturing, marketing, pricing and selling TRISO fuel, leaving us with limited visibility into the prices our customers are willing to pay for our products and the cost structures that are required to ensure positive profit margins. We also expect that long-term unit economics will improve through automation, yield optimization, and replication of standardized fuel manufacturing modules that we have developed. We do not take direct commercial exposure to uranium price volatility, focusing instead on fabrication and fuel engineering services within the nuclear fuel value chain. Given our focus to date on investing in R&D, facilities, and commercialization of our nuclear fuel manufacturing and products, we have historically incurred significant operating losses and negative cash flows. As of March 31, 2026, we had an accumulated deficit of $79.9 million, and negative operating cash flows of $4.3 million and, for the year ended December 31, 2025 and the period ended December 31, 2024, we had an accumulated deficit of $72.1 million and $56.6 million, respectively, and negative operating cash flows of $6.7 million and $0.4 million, respectively.

Industry and Market Opportunity

Electricity Demand

Based on data from the U.S. Energy Information Administration, U.S. electricity demand is expected to rise materially over the coming decades, reversing a prolonged period of relatively flat consumption. According to the Wood Mackenzie Report, total U.S. electricity demand is projected to increase from approximately 4,990 TWh in 2026 to more than 7,200 TWh by 2040, representing an increase of approximately 44%. This growth is driven not only by population and economic expansion, but also by structural changes in energy usage as industrial processes, transportation systems, and digital infrastructure become increasingly electrified. In particular, next-generation AI training clusters and large-scale inference deployments require sustained, high-density electricity supply. Hyperscale data center campuses can draw more than 500 megawatts of continuous load, often operating at utilization levels that place significant demands on existing generation and transmission infrastructure. According to the Wood Mackenzie Report, data center growth alone may increase overall U.S. electricity demand growth from approximately 1% per year to approximately 3% per year, supported by an estimated $700 billion of hyperscaler capital expenditure commitments in 2026. This pace of load growth significantly exceeds planned additions of firm, dispatchable generation capacity and is not expected to be met by intermittent resources alone.

Overview of Advanced Nuclear Reactor Technologies

Advanced Reactors are increasingly viewed as viable solutions for meeting long-term demand for reliable, low-carbon baseload electricity. These reactor designs differ from traditional light-water reactors in several respects, including higher operating temperatures, improved thermal efficiency, and the ability to achieve higher fuel burnup levels. Many Advanced Reactor designs also incorporate passive safety features that rely on natural physical processes rather than active systems or human intervention, which may enhance safety performance and expand potential siting options.

The operating characteristics of Advanced Reactors require fuel forms capable of withstanding significantly higher temperatures and more demanding operating conditions than conventional nuclear fuel. As a result, advanced reactor designs increasingly rely on specialized fuels, including TRISO particle fuel. TRISO fuel is engineered to encapsulate fissile material within multiple protective layers, allowing it to retain radioactive fission products at extremely high temperatures and providing a level of inherent safety not achievable with conventional fuel types.

Advanced Reactor Deployment Outlook

The DOE has articulated a policy objective of expanding domestic nuclear generation capacity, which includes a target of deploying approximately 35 GW of additional nuclear capacity by 2035 and achieving a sustained deployment rate of approximately 15 GW of nuclear energy per year by 2040. These goals encompass deployment of traditional large reactors as well as SMRs and microreactors.

Advanced nuclear projects are already progressing through development and regulatory review. As of July 2025, more than 30 advanced reactor projects had been publicly announced to the NRC, with multiple demonstration projects expected to enter operation beginning in 2026. While commercialization timelines vary by technology and project, these initiatives indicate continued momentum toward deployment of Advanced Reactors in the United States.

Advanced Reactor Adoption Curve — Microreactors

Based on public sources and management’s assessment of our current pipeline and customer order book, we believe that the near-term deployment of Advanced Reactor projects is going to be focused on microreactors. The DOE defines microreactors by three main features: factory fabricated, transportable and self-adjusting, and expects most microreactors to be able to produce 1 — 20Mw of thermal energy that can be used directly as heat or converted to electric power.

1.      Factory fabricated:    All components of a microreactor would be fully assembled in a factory and shipped out to location. This eliminates difficulties associated with large-scale construction, reduces capital costs and would help get the reactor up and running quickly.

2.      Transportable:    Smaller unit designs will make microreactors very transportable. This would make it easy for vendors to ship the entire reactor by truck, shipping vessel, airplane or railcar.

3.      Self-adjusting:    Simple and responsive design concepts will allow microreactors to self-adjust. They would not be expected to require a large number of specialized operators and would utilize passive safety systems that prevent any potential for overheating or reactor meltdown.

Given these attributes, and based on management’s visible contract pipeline, we expect that the pipeline of nuclear reactor fuel requirements through 2030 is going to be largely driven by microreactor developers and project owners.

For example, the following is a list of selected microreactor-focused programs that have been publicly announced as of the date of this prospectus, as well as a DOE initiative supporting infrastructure and fuel qualification programs:

1.      Janus Program:    U.S. Army’s next-generation energy initiative aimed at deploying commercial nuclear microreactors to provide secure, resilient power to defense installations with goals for operation by 2030.

2.      Defense Innovation Unit — Advanced Nuclear Power for Installations (2024):    An initiative to evaluate and pilot commercial microreactors for U.S. Air Force installations, with potential deployments targeted around 2030. Joint Base San Antonio, Texas — Antares Nuclear, Inc.; Buckley Space Force Base, Colorado — Radiant Industries, Inc.; and Malmstrom Air Force Base, Montana — Westinghouse Government Services have been identified as potential site-developer pairings for proposed microreactor deployments under this initiative.

3.      DOE Nuclear Reactor Pilot Program:    A DOE program targeting demonstrations of commercial nuclear reactors by July 4, 2026 and support to bridge demonstrations to commercial operations by 2030.

4.      DOE Demonstration of Microreactor Experiments (“DOME”) — A DOE-led initiative at Idaho National Laboratory designed to support accelerated testing and qualification of microreactor fuels and components. We are participating in the DOME program, including engaging in collaborations with reactor developers, to support fuel testing and qualification activities. We believe participation in such programs may influence the timing of fuel qualification and subsequent commercial supply opportunities.

Advanced Reactor Fuel Market Size and Demand

Demand for Advanced Reactor fuel is directly linked to the deployment of Advanced Reactors and their ongoing refueling requirements. According to the Wood Mackenzie Report, approximately 20% of future United States nuclear generation capacity is expected to be served by Advanced Reactor technologies. Under this outlook, total installed advanced nuclear capacity is projected to exceed 58 GWe by 2040.

The amount of TRISO fuel required per GWe of electric power varies by reactor design, based on the physics and engineering characteristics of each reactor type. For example, larger SMRs produce more electric output per unit of fuel consumed, while smaller microreactors, though individually requiring less total fuel, consume more fuel relative to their electric output on a per-GWe basis. Based on publicly disclosed reactor designs and our discussions with current and prospective customers, annual TRISO fuel requirements are expected to range from approximately 12 MTU per GWe for larger-format SMRs to approximately 26 MTU per GWe for smaller microreactors. This range reflects the inherent differences in fuel consumption across reactor types. In addition, fuel demand timing also varies by reactor type. Microreactors typically require securing their fuel load approximately one year prior to commercial operation, while SMRs generally require it approximately two years prior to commercial operation.

For purposes of our analysis of prospective annual TRISO fuel demand, management assumes approximately 16 MTU of TRISO fuel per GWe, which represents management’s calculation of the blended average fuel requirement across the mix of Advanced Reactor types management expects to be deployed in the future. This expectation reflects management’s assessment based on discussions with reactor developers and project owners and publicly disclosed information, including announcements relating to anticipated reactor deployments, regarding the anticipated proportion of SMR and microreactor designs expected to comprise the deployed Advanced Reactor fleet over time.

Based on anticipated deployment schedules and refueling profiles, according to the Wood Mackenzie Report, annual TRISO fuel demand associated with Advanced Reactors could exceed the equivalent of 1.5 GWe and 7.0 GWe by 2030 and 2035, respectively, which, assuming 16 MTU per year per GWe, we believe could require approximately 26 and 116 MTU of TRISO fuel annually, respectively, based on the anticipated mix of reactor types expected to be deployed at such times.

At scale, deployment of Advanced Reactors implies recurring annual fuel demand measured in tens to hundreds of MTU, depending on the technology mix, operating cycles, and refueling intervals. By comparison, approximately 100 GWe of electric power in the United States is currently generated by nuclear power plants, which collectively consume an estimated 2,000 MTU of nuclear fuel annually. Consistent with the legacy nuclear fuel procurement dynamics for the operating U.S. nuclear reactor fleet, we expect project owners and operators will be the eventual long-term counterparties for fuel contracts.

Long-Term Nuclear Power Growth and Emerging Demand Drivers

Federal policy objectives further support expansion of nuclear power generation. In addition to target deployments of approximately 15 GWe per year by 2040, the DOE has previously stated a long-term goal of tripling U.S. nuclear power output by 2050, implying substantial growth in installed capacity and associated fuel demand over time.

In addition, growth in electricity consumption driven by data centers — particularly those supporting AI and high-performance computing workloads — has increased interest in nuclear power as a source of reliable, low-carbon baseload energy. Industry participants expect that a portion of incremental electricity demand from data centers and other energy-intensive applications may be met through nuclear generation, including Advanced Reactor deployments.

Assuming that 10 – 20% of future incremental nuclear capacity is supplied by TRISO-fueled reactors, industry-wide demand for TRISO fuel could reach hundreds of MTU per year over time.

Regulatory and Policy Environment

U.S. regulatory and policy frameworks increasingly support the development and deployment of advanced nuclear reactors and domestic nuclear fuel manufacturing capacity. Federal agencies have adopted measures intended to coordinate regulatory reviews, streamline licensing pathways, and facilitate transitions from DOE authorization to NRC licensing for Advanced Reactors and nuclear fuel cycle facilities.

The NRC has also indicated its intent to streamline licensing reviews for advanced reactor and fuel cycle projects that have previously undergone technical review and authorization by the DOE, including through appropriate reliance on DOE technical assessments.

Federal policy support for nuclear fuel development accelerated following a series of executive actions and supply-chain directives beginning in 2021 that identified domestic nuclear fuel production as a national security priority. These initiatives provided the foundation for federal programs such as the DOE’s ARDP and the HALEU Availability Program, both of which established direct demand signals for domestically manufactured advanced nuclear fuel.

Collectively, these technology trends, deployment objectives, demand drivers, and policy initiatives establish a framework intended to support domestic fuel manufacturing, facilitate advanced reactor commercialization, and sustain fuel demand over multi-decade operating lifetimes. For industry participants like us who are capable of meeting applicable regulatory, quality assurance, and security requirements, this environment offers the potential for long-term participation in the evolving advanced nuclear ecosystem.

Industry Challenges

While we believe that the market opportunity for our nuclear fuel is significant, there are a number of factors that may cause demand not to develop to the extent, or as quickly, as anticipated, or may otherwise pose headwinds to scaling our business as we have planned.

For example, the Advanced Reactor technologies described above generally remain in varying early stages of development, demonstration, licensing and commercialization and, while we currently expect a number of Advanced Reactors to be demonstrated in 2026, none have been deployed at commercial scale as of the date of this prospectus, and a wide range of technical, regulatory, financial and operational factors could influence the ultimate deployment and commercialization timelines of Advanced Reactor companies.

In addition, even if Advanced Reactors develop at the pace and scale anticipated, TRISO fuel demand depends in part on the availability of enriched uranium, including HALEU, and on customers’ ability to procure, transport and provide feedstock that meets reactor-specific specifications. However, supply of enriched uranium, and specifically HALEU, is currently limited and we do not know when, or if, supplies will increase. For example, for our customers that have reactors that require HALEU, there is presently no commercial supply of HALEU available in the United States and HALEU can only be sourced in limited quantities from the DOE. Despite U.S. government initiatives designed to ensure initial HALEU quantities, including the establishment of the HALEU Availability Program, which was established through the Energy Act of 2020, to ensure access to HALEU for civilian domestic research, development, demonstration, and commercial use, the HALEU program is still in its early stages, and significant progress is required to achieve reliable and scalable production

Further, recent interest in nuclear power in the United States has been driven, in part, by the rapid growth of AI development and the corresponding demand from hyperscale data center operators for reliable, low-carbon energy. This dynamic has been a meaningful catalyst for renewed investment, development activity, and public policy support across the nuclear energy sector, including for various Advanced Reactor designs. However, the trajectory of AI development and adoption, and the associated demand for data center capacity and energy, is inherently uncertain, and a contraction in that market could delay or reduce demand for new nuclear capacity and, in turn, demand for our nuclear fuel products. A slowdown in AI-driven demand for nuclear energy could also reduce the flow of public and private capital into the nuclear sector generally, which has so far benefited from heightened investor interest tied to AI and data center growth. Further, public opinion regarding nuclear energy has historically fluctuated and remains subject to change. Future shifts in public sentiment on nuclear power, whether driven by political, environmental, safety-related or other factors, or as to AI and the benefits of continuing to scale power generation and infrastructure needs in support of AI, could result in lessened support or increased opposition to nuclear power, which could adversely affect regulatory policies, licensing, operations and the overall demand for nuclear energy.

As a result, the timing and success of our customers’ and potential customers’ reactor programs and demand scaling in the industry generally are subject to significant uncertainty and forces outside of our control, and we have limited ability to influence the pace at which Advanced Reactors are developed, deployed and commercialized. If these or any of the other factors anticipated to drive energy demand described in the Wood Mackenzie Report do not materialize, either at all or to the extent currently expected, it could meaningfully reduce the demand opportunity for our TRISO nuclear fuel and adversely impact our anticipated results of operations.

See also “Risk Factors — Our future performance is dependent on the commercialization timelines of advanced reactor developers, which are subject to uncertainty and factors outside of our control,” “Risk Factors — The market for alternative low-carbon energy generation technologies has not yet been established and may not achieve the potential we expect or may grow more slowly than expected,” and “Risk Factors — Our TRISO fuel production is dependent on our customers obtaining enriched uranium (including HALEU) from third-party suppliers and providing it to us for production, and any difficulty in our customers obtaining these materials and/or supplying them to us could adversely affect our business, financial condition, and results of operations.”

The Role of TRISO Fuel

Nuclear fuel that powers the existing U.S. fleet of light-water reactors consists of ceramic uranium dioxide (UO₂) pellets stacked inside long zirconium-alloy metal tubes (or cladding) that form fuel rods. Multiple fuel rods are bundled together to form fuel assemblies. The zirconium alloy cladding provides the primary barrier to fission product release, while water serves as both coolant and moderator and safety depends heavily on maintaining cladding integrity and active cooling.

TRISO fuel is a coated fuel particle architecture originally developed for HTGRs and is known as the “most robust nuclear fuel on earth” according to the DOE. TRISO is designed so that each particle functions as a self-contained containment system: multiple ceramic coating layers surround a fuel kernel and are intended to retain fission products during normal operation and under severe off-normal conditions.

The all-ceramic TRISO architecture enables Advanced Reactor designs to operate at higher temperatures and achieve higher burnup than conventional light-water reactors, which may reduce reliance on large-scale water cooling and high-pressure containment structures in certain reactor configurations. This can significantly reduce nuclear plant capital costs and simplify the engineering required for safe and reliable reactor operation.

Our Manufacturing Process

By combining a proven TRISO architecture with an industrial, manufacturing-first approach, we are positioned to produce fuel products that meet reliability, quality and traceability requirements of commercial customers (including U.S. government-authorized exports to overseas markets) and government customers. Our strategy is focused on industrial-scale production with manufacturing systems designed to support near term fuel qualification (which is the process of demonstrating that a fuel design and specification meets the performance and safety requirements for that fuel form’s specific application within a specific reactor system, as provided to us by the reactor owner/operator, after which we manufacture fuel in compliance with those specifications), and to drive longer-term cost reductions as production volumes increase.

Our TRISO fuel manufacturing platform is designed as a modular, repeatable process built around (i) controlled production units, (ii) automated inspection and monitoring, (iii) data-driven quality controls and (iv) comprehensive documentation and traceability. This modular design is intended to support consistent product quality, scalability across facilities, and compliance with applicable regulatory, security, and safety frameworks. Our processes also incorporate an in-line scrap fuel recycling loop intended to recover and reintroduce usable uranium material, improving material utilization and reducing waste. Maximizing material yield is a core operating objective, and this closed-loop approach increases effective throughput per unit of feedstock and reduces input cost, contributing to a structural cost advantage relative to manufacturing processes with higher material loss or less integrated recovery capabilities.

As a result of our modular manufacturing platform and process, we are able to support industrial scale production at our facilities, which we define as having commercialized manufacturing capability, at our existing Oak Ridge SN-0 facility and, once completed, at our other facilities that is intended for, and capable of, bulk production of TRISO fuel to be delivered to our customers that seek to fuel their reactors. This is effected using established and repeatable manufacturing processes enabling us to commercialize our TRISO fuel production activities and deliver TRISO fuel to Advanced Reactors. Further, the existing manufacturing capacity at our Oak Ridge SN-0 facility is sufficient for us to fully service the nuclear fuel demands of certain existing and prospective customers, demonstrating our ability to operate at industrial scale today. This will be further supported by our additional production capacity expected to come online at our Oak Ridge SN-TN and Idaho SN-ID facilities in the second half of 2026, and additional production capacity we intend to construct and scale at the other facilities described below. In addition, given our modular facility design and approximately one-year build and commissioning timeline per standard facility, we believe we could quickly scale further through the construction of additional production facilities on land we own in Oak Ridge, Tennessee as customer demand warrants. See also “— Expansion Strategy.”

Currently, the primary constraint on our ability to further scale production operations is obtaining the regulatory authorizations required to commission and operate additional production facilities and install incremental modular processing equipment, together with completion of associated safety reviews and operational approvals. While our existing Oak Ridge SN-0 pilot facility is authorized to possess and process meaningful quantities of enriched uranium feedstock, future capacity expansion is expected to occur principally through our other facilities. See also “— Regulatory Status of our Facilities.”

Our manufacturing sequence begins with receipt of enriched uranium oxide feedstock (or deconversion of enriched uranium hexafluoride (UF₆) as needed into uranium oxide feedstock) to be used in subsequent fabrication steps and consists of the principal stages described below, each comprising a single module that is “design frozen” and can be replicated to scale, meaning that the core process flow, equipment configuration, and facility integration across these stages has been standardized following initial development, and are not expected to require material modification for subsequent deployments. This standardization is intended to support consistent product quality,

streamline regulatory and engineering requirements, and enable repeatable, parallel deployment of additional modules across facilities. We believe this approach reduces engineering complexity, shortens deployment timelines, and lowers execution risk relative to bespoke, facility-specific designs.

•        Kernel Formation — Forming the uranium oxide feedstock into high-density spherical fuel kernels with controlled geometry and material properties tailored to specifications provided to us by our customers.

•        TRISO Coating — Applying successive coating layers (including carbon and silicon carbide layers) to the fuel kernels using high-temperature coating systems to create the structural and containment architectures of the TRISO particles. We monitor the coating thickness, uniformity, and defect rates to ensure conformance with customer specifications.

•        Fuel Form Fabrication — Converting the coating particles into the customer-specified fuel form (e.g., compacts, pebbles or other geometries), including embedding particles in a matrix where required. We inspect the finished fuel forms using destructive and/or non-destructive methods, as appropriate and required by the final fuel form specification.

•        Characterization and Certification — Performing testing and analysis throughout the entire manufacturing process to verify that the fuel forms meet the intended specifications and to support quality documentation, traceability and regulatory requirements.

•        Packaging and Shipment — Packaging finished fuel forms in approved fissile material containers designed to meet applicable NRC, DOE, and/or other regulatory requirements and delivering these fuel forms to our customers.

Our Facilities

We launched our commercial journey by establishing operations at the historic K-25 Site in Oak Ridge, TN — the site of the world’s first large-scale uranium enrichment. Our Oak Ridge SN-0 facility, which is operational today, is equipped with specialized infrastructure, a workforce experienced in regulated nuclear operations, and an operating environment with deep institutional familiarity with nuclear materials, safety, and compliance. Since beginning our operations, we are continuously looking to expand our manufacturing capabilities and facilities, and are currently completing construction and anticipate bringing our Oak Ridge SN-TN and Idaho SN-ID facilities online in the second half of 2026, both upon completion of a readiness review for each facility conducted in accordance with applicable DOE requirements. We also plan to operate an additional facility in Richland, Washington with our joint venture partner, Framatome. The joint venture plans to commence manufacturing at the Richland SN-F Facility in 2027, pending receipt of regulatory approvals by the NRC and final equipment installation. See “— Our Strategic Partnerships — Framatome.” In addition, we own additional land in Oak Ridge, Tennessee that is located in proximity to other industry participants’ sites in Tennessee and we believe could be used to construct further production facilities as demand warrants, in addition to SN-TN20. See also “Business — Expansion Strategy.”

Our Oak Ridge SN-0, Oak Ridge SN-TN and Idaho SN-ID facilities operate, or are anticipated to operate, under DOE authorization for the possession and processing of nuclear materials, and we intend to leverage an existing NRC license granted to our joint venture partner, Framatome, at the Richland SN-F Facility, pending regulatory approval to amend Framatome’s existing NRC license to permit the manufacturing of our advanced fuel products, including TRISO, at that facility. Framatome, the 10 CFR Part 70 licensee for the Richland, Washington SN-F facility, submitted the NRC license amendment request (the “LAR”) to the NRC in September 2024. The LAR has been accepted for review, and is targeted to be finalized in the summer of 2026, subject to the NRC’s completion of its review.

•        Oak Ridge SN-0 Facility: Located in Oak Ridge, Tennessee, our Oak Ridge SN-0 production facility is operational today and can produce 500 kgU of finished fuel per year, based on our current process yield.

•        Oak Ridge SN-TN Facility: Located in Oak Ridge, Tennessee, our Oak Ridge SN-TN production facility is currently under construction and is anticipated to come online in the second half of 2026. While it is currently slated to produce 1 MTU of finished fuel per year, once operational, SN-TN’s footprint is designed for seamless scaling, allowing for a potential throughput capacity of 2.5 MTU per year without requiring additional land.

•        Idaho SN-ID Facility: Located in Idaho Falls, Idaho, SN-ID has been designed to be a carbon copy of our Oak Ridge SN-TN facility, mirroring the 1 MTU anticipated initial capacity at Oak Ridge SN-TN with the same 2.5 MTU peak throughput capacity potential based on our current process yield. We intend to operate our Idaho Facility on DOE land pursuant to a long-term lease, which allows us to plug directly into the DOE contracting complex and provide streamlined nuclear fuel support for the DOE, Department of War, NASA, and other critical government missions. The Idaho SN-ID production facility is currently under construction and we expect it to come online in the second half of 2026.

•        Richland SN-F Facility: We have formed Standard Nuclear × Framatome LLC, a joint venture with Framatome. The SN Framatome JV will establish a facility for the manufacture of TRISO fuel particles and other TRISO-based fuel forms, which will be located at Framatome’s existing nuclear fuel manufacturing facility in Richland, Washington. We believe the Richland SN-F Facility will benefit from our modular equipment and would initially be scalable to up to 2.5 MTU, and can be enabled to establish up to a peak 20 MTU, of throughput capacity potential based on our current process yield, while leveraging Framatome’s decades of experience in light-water reactor fuel production. In addition, by utilizing Framatome’s existing infrastructure and commercial relationships, Standard Nuclear × Framatome LLC can help integrate Standard Nuclear into an established global value chain. The joint venture plans to commence manufacturing at the Richland SN-F Facility in 2027, pending receipt of regulatory approvals by the NRC and final equipment installation. Framatome, the 10 CFR Part 70 licensee for the Richland, Washington SN-F facility, submitted the LAR to the NRC in September 2024. The LAR has been accepted for review, and is targeted to be finalized in the summer of 2026, subject to the NRC’s completion of its review.

•        Oak Ridge SN-TN20 Facility: We are also planning our additional Oak Ridge SN-TN20 facility in Oak Ridge, Tennessee, which we intend to enable with our modular equipment to establish an additional 20 MTU of production capacity. While construction has not yet begun, we have acquired the land on which we intend to build the SN-TN20 facility. Once construction is complete, we expect to install and commission production modules on a phased basis, progressively increasing the facility’s output as additional modules come online, and reaching full operational capacity thereafter.

Regulatory Status of Our Facilities

Oak Ridge SN-0 Facility

Our Oak Ridge SN-0 facility is authorized by the DOE to possess HALEU and process it into advanced nuclear fuel under its existing safety basis. The Oak Ridge SN-0 facility is operational today and supports our current commercial fuel manufacturing activities, including work under existing customer agreements and the DOE Fuel Line Pilot Program. SN-0 is a less than Hazard Category III facility. Its authorized possession limits for enriched uranium feedstock vary based on enrichment level and operating configuration, and currently permit possession of quantities sufficient to support production of approximately 0.5 MTU of TRISO fuel per year, based on our current process yield. Rather than seeking expanded authorization at the Oak Ridge SN-0 facility, our scaling strategy is to commission additional production capacity at our Oak Ridge SN-TN, Idaho SN-ID, Oak Ridge SN-TN20 and Richland SN-F facilities, each of which is described below, and potential additional facilities in the future. We may seek future modifications to the Oak Ridge SN-0 facility’s existing safety basis or other authorizations to support additional volumes or process configurations at that facility, but do not currently view any such modifications as necessary to execute our near-term operating plan.

Oak Ridge SN-TN and Idaho SN-ID Facilities

Our planned Oak Ridge SN-TN and Idaho SN-ID facilities are each anticipated to operate under DOE regulatory authority pursuant to DOE-STD-1271-2025, “Authorization Pathway for Nuclear Facilities,” which establishes the framework for the documented safety basis required to commence and sustain nuclear operations at DOE facilities. The principal milestones in this authorization process are:

•        Nuclear Safety Design Agreement (NSDA).    We have received DOE approval of an NSDA for each of the Oak Ridge SN-TN and Idaho SN-ID facilities, establishing the regulatory framework, safety design objectives and the critical milestones required to obtain final authorization to commence operations at each facility.

•        Preliminary Documented Safety Analysis (PDSA).    We have submitted a PDSA (which is documentation prepared in connection with design and construction of a new facility, that provides a reasonable basis for the preliminary conclusion that the facility can be operated safely) for each of the Oak Ridge SN-TN and Idaho SN-ID facilities, have received initial positive feedback from the DOE, and anticipate DOE approval of each PDSA in the near term, subject to the DOE’s review schedule and potential requests for additional information.

•        Documented Safety Analysis (DSA).    Following positive DOE feedback on our PDSA submissions, we are preparing the DSA (which is a formal documented analysis of how the nuclear facility can be operated safely with respect to workers, the public, and the environment, including a description of the conditions, safe boundaries, and hazard controls that provide the basis for ensuring safety) for each of the Oak Ridge SN-TN and Idaho SN-ID facilities for parallel submission to the DOE.

•        Readiness Review and Authorization to Operate.    After DOE approval of the DSA, each facility must complete a DOE-led operational readiness review before receiving authorization to commence operations. We anticipate full DOE approval of the DSAs and completion of readiness reviews for both facilities in the second half of 2026, although the timing is subject to, among other things, the DOE’s schedule, the satisfaction of the NSDA conditions and the readiness review process, as well as other factors described under “Risk Factors” elsewhere in this prospectus.

The Oak Ridge SN-TN and Idaho SN-ID facilities are each expected to be authorized as DOE Hazard Category II facilities. We expect to initially install sufficient equipment at each facility to support throughput production capacity of up to 1 MTU of TRISO fuel per year. As a DOE Hazard Category II facility, the primary constraint on future capacity expansions at these facilities is expected to be additional regulatory approvals associated with the installation and operation of incremental modular equipment and related safety reviews, rather than increases in authorized enriched uranium possession quantities. While we do have certain possession limits in place with respect to our facilities, such limits do not apply to TRISO fuel held on site in our storage containers, and we do not expect the possession limits to which our facilities are subject to be a meaningful impediment to our ability to scale our facilities and obtain appropriate authorizations to produce our target throughput of TRISO fuel concurrently with receiving authorization to expand our modular production capacity at any of our facilities.

Oak Ridge SN-TN20 Facility

Our planned Oak Ridge SN-TN20 facility is expected to be located on the Oak Ridge Reservation in Tennessee. We expect to initiate the formal NSDA, PDSA, DSA and readiness review process once the Oak Ridge SN-TN facility achieves authorized operations and the design basis for the Oak Ridge SN-TN20 facility has been finalized. As of the date of this prospectus, we have not initiated the formal NSDA process for the Oak Ridge SN-TN20 facility, the regulatory schedule remains subject to development and we have not yet begun construction.

Richland SN-F Facility

Our Richland SN-F facility is operated by Standard Nuclear × Framatome LLC and is located within Framatome’s existing NRC-licensed nuclear fuel cycle facility in Richland, Washington. Operations at the Richland SN-F facility are subject to NRC oversight under 10 CFR Part 70, in contrast to our DOE-jurisdictional sites.

To accommodate TRISO-based fuel production at the Richland SN-F facility, the joint venture directed Framatome to submit a license amendment request to the NRC to identify the new hazards associated with TRISO fuel production and establish corresponding safety controls. The LAR was submitted in September 2024 and was accepted for review in May 2025. We anticipate NRC approval of the LAR in the summer of 2026, subject to completion of NRC review, with operations at the Richland SN-F facility scheduled to commence in the first quarter of 2027 following equipment installation, qualification activities and final readiness reviews. Timing is subject to the NRC’s review schedule, the resolution of any requests for additional information, and the satisfaction of any NRC-imposed conditions, as well as other factors described under “Risk Factors” elsewhere in this prospectus.

DOE and NRC Memorandum of Understanding

The DOE and NRC operate under a Memorandum of Understanding, currently based on Addendum No. 9 thereto, which provides a framework for coordinated oversight and streamlined transition of nuclear facilities from DOE authorization to NRC licensing if such a transition is pursued by a licensee. We may utilize this pathway in the future to transition certain DOE-jurisdictional operations to NRC oversight, including in connection with the long-term scaling of the Oak Ridge SN-TN or Oak Ridge SN-TN20 facilities. To support the potential future use of this pathway, we have engaged with the NRC for the NRC’s observation of the DOE authorization process for our Oak Ridge SN-TN and Idaho SN-ID facilities. We have not made any binding commitment to pursue an NRC transition for any DOE-jurisdictional facility and any such transition would require a separate licensing process and approvals, however, we anticipate transitioning some or all of our DOE-jurisdiction facilities to NRC licensing and oversight in the future as we continue to scale and commercialize our business.

Expansion Strategy

Our expansion strategy, “Replicate, Don’t Redesign,” emphasizes repeatable, licensed, building blocks rather than bespoke scale-ups. This strategy is intended to increase throughput by deploying our existing standardized, reliable manufacturing modules at new and existing sites, reducing technical and licensing risk. Modules can operate on independent shift schedules while sharing centralized utilities, analytical lab support and waste-management systems, enabling incremental capacity additions within an established licensing and operating framework. This architecture is designed for sustained commercial production, not pilot-scale demonstration, and our plans for our Oak Ridge, Idaho Falls and Richland facilities are part of our broader scaling strategy to target up to 40 MTU of aggregate run-rate TRISO production capacity, which we expect to achieve no earlier than 2030, unless additional demand materializes earlier and results in an acceleration of our business plan.

Despite the industry challenges outlined above under “— Industry Challenges,” we believe our path to our target of up to 40 MTU reflects a flexible approach to deploying additional capacity across our existing and planned sites. We currently expect the majority of expansion to be driven by our planned Oak Ridge SN-TN20 facility, which we expect to come online on a modular basis to up to 20 MTU of production capacity, together with continued modular expansion at the Richland SN-F Facility and build-out of other sites.

In particular, we own additional land in Oak Ridge, Tennessee that is located in proximity to other industry participants’ sites in Tennessee, which we intend to use for the construction of additional production facilities as demand warrants to achieve our scaling goals. Given our modular facility design and approximately one-year build and commissioning timeline per standard facility, this additional land provides us with the optionality to determine

how best to scale to our target of up to 40 MTU of production capacity and respond to increases in customer demand by either constructing new facilities or deploying additional standardized production modules at available sites that are not yet fully utilized.

We believe we have multiple, complementary pathways to achieve our target of up to 40 MTU of aggregate run-rate TRISO production capacity, which we expect to achieve no earlier than 2030, assuming we continue to construct production facilities and install production lines at such facilities as outlined below, and additional demand does not otherwise cause an acceleration to our business plan. These pathways are not mutually exclusive, and our modular manufacturing platform is specifically designed to allow us to pursue them in parallel or to sequence expansion accordingly depending on the timing and magnitude of anticipated customer demand. The following is a summary of the principal capacity expansion opportunities that are currently planned or that we believe are available to us to achieve our target installed production capacity of up to 40 MTU based on our current business plan:

•        Existing SN-0 Facility (0.5 MTU).    As of the date of this prospectus, our Oak Ridge SN-0 facility is capable of producing up to 0.5 MTU of throughput capacity.

•        Near-Term Oak Ridge SN-TN and Idaho SN-ID Facilities (up to approximately 5.0 MTU).

•        Oak Ridge SN-TN (up to 2.5 MTU).    Our Oak Ridge SN-TN facility, which we expect to come online in the second half of 2026, is expected to have initial throughput production capacity of approximately 1 MTU, which we intend to scale to up to approximately 2.5 MTU of throughput capacity per year through the installation of additional modular production lines at the facility.

•        Idaho SN-ID (up to 2.5 MTU).    Our Idaho SN-ID facility, which we expect to come online in the second half of 2026, is expected to have initial throughput production capacity of approximately 1 MTU, which we intend to scale to up to approximately 2.5 MTU of throughput capacity per year through the installation of additional modular production lines at the facility.

•        Richland SN-F Facility (up to 20 MTU).    We believe that the Richland SN-F Facility, which will be established by our SN Framatome JV, will initially have throughput production capacity of approximately 1 MTU, be scalable to up to 2.5 MTU, and can be enabled to establish up to a peak 20 MTU of throughput capacity potential through the installation of additional modular production lines at the facility. Our SN Framatome JV plans to commence manufacturing at the Richland SN-F Facility in 2027, pending receipt of regulatory approvals by the NRC and final equipment installation.

•        Oak Ridge SN-TN20 Facility (up to 20 MTU).    We are planning our Oak Ridge SN-TN20 facility in Oak Ridge, Tennessee, which we intend to enable with our modular equipment to establish up to 20 MTU of throughput production capacity. Once construction is complete, we expect to install and commission production modules on a phased basis, progressively increasing the facility’s output as additional modules come online.

•        New Facility Construction in Oak Ridge.    As of the date of this prospectus, we own approximately 48 acres of land in Oak Ridge, Tennessee. The land we own in Oak Ridge is located in proximity to other industry participants’ sites in Tennessee and we believe provides us with substantial optionality to construct new production facilities to supplement, or in place of, our anticipated capacity expansion at Oak Ridge SN-TN20 and Richland SN-F, based on the following assumptions derived from, among other things, our experience with the Oak Ridge SN-TN facility:

•        Our manufacturing facilities are purpose-built nuclear fuel fabrication plants comprised of a defined set of production modules designed for industrial-scale manufacturing. Each of these modules is based on finalized designs that are already installed and operating at our Oak Ridge SN-0 facility and are expected to be replicated without material modification in new facilities.

•        We believe a standard 12,000 square foot facility can accommodate modular production lines that support up to 2.5 MTU of throughput capacity per year. Taking into consideration our planned SN-TN20 facility, we believe we currently own land that has sufficient acreage to allow for the construction of additional TRISO fabrication facilities in Tennessee.

•        We estimate an approximately one-year build and commissioning timeline per each standard facility, subject to the procurement and delivery of any long-lead-time equipment, particularly custom thermal processing systems (furnaces).

•        The construction of a new standard facility would follow a multi-phase development process: (i) site preparation, including grading, utility connections, and foundation work; (ii) pre-engineered metal building erection; (iii) mechanical, electrical, and plumbing installation, including power distribution, cooling water, ventilation, and process gas and chemical supply systems sized to support the full modular capacity of the facility; (iv) production equipment installation, including our standardized manufacturing modules; and (v) operational readiness activities, including regulatory review and commissioning.

•        Certain phases of the process are executed concurrently, particularly long-lead equipment procurement and site development activities, in order to support overall schedule efficiency.

We believe this build cycle is replicable for future facilities we may elect to build on our additional Oak Ridge land or other land we may acquire in the future. We also expect that future facility build-outs will benefit from repeat vendor engagement and established supplier relationships developed during the construction of our SN-TN and SN-ID facilities, which we believe will reduce procurement risk and potentially shorten delivery timelines. See also “— Assumptions Underlying Target Installed Production Capacity” and “— Modular Scaling of Capacity.”

•        Process Yield Improvements.    Our current production capacity targets are based on the anticipated throughput capacity at any given facility, which is based on the current process yield from our manufacturing processes, which was 63.3% as of March 31, 2026. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators.” If we are able to improve our process yield over time, it could also increase our effective throughput capacity at our planned and potential facilities beyond the levels assumed in our current capacity targets without requiring additional production lines or facility construction. While we do not assume any potential process yield improvements in our target of achieving up to 40 MTU of throughput capacity, any such improvements would be expected to provide incremental additional capacity and enhance our ability to meet customer demand.

Collectively, the capacity levers described above represent our anticipated path to up to 40 MTU of throughout production capacity, which we expect to achieve no earlier than 2030, assuming we continue to complete and/or expand current planned facilities or construct additional production facilities as outlined above, and additional demand does not otherwise cause an acceleration to our business plan. Our modular approach is designed to allow us to deploy capacity incrementally in response to customer demand and market conditions, and to select the combination of capacity expansion opportunities that we believe will be most effective and capital-efficient at any given time.

The target production capacity numbers described above reflect management’s current expectations based on anticipated customer demand and projected deployment timelines. No assurance can be given that we will achieve this target production capacity in the manner described above or at all. This target is subject to change based on the timing, scale, and certainty of customer reactor deployments, contract execution, regulatory approvals, and other factors. We do not intend to construct or invest in additional production capacity unless and until it is supported by anticipated customer demand or contractual commitments. See “Risk Factors — Risks Related to Our Business and Industry — The target production capacity figures and certain other figures included in this prospectus are based on a number of assumptions, and may not reflect our actual future performance” for further information.

Assumptions Underlying Target Installed Production Capacity

Our target installed production capacity forecast above is presented in MTU per year and reflects our anticipated production model, under which each production line within a given facility is expected to produce approximately 1 MTU of TRISO fuel per year, based on our current process yield. Each standard facility is expected to be able to accommodate approximately 2.5 production lines, representing approximately 2.5 MTU of annual throughput capacity per facility. In addition, we believe our modular facility and production design, under which production capacity can be expanded by adding incremental production lines within a given facility footprint, will allow us to establish

additional facilities in the future, such as our planned Oak Ridge SN-TN20 facility, with targeted annual production capacity of up to 20 MTU, and to potentially scale our Richland SN-F facility to up to 20 MTU of peak throughput capacity potential based on our current process yield, or to quickly scale further through the construction of additional facilities on the land we own in Oak Ridge, Tennessee or otherwise.

We estimate an approximately one-year build and commissioning timeline per each standard facility, based on management’s experience with the design and in-progress buildout of our Oak Ridge SN-TN and Idaho SN-ID facilities. For example, with respect to the Oak Ridge SN-TN facility, meaningful spending commenced in August 2025 and facility completion is targeted for the second half of 2026, encompassing site and design work, long-lead-time equipment procurement, site preparation, pre-engineered metal building erection, mechanical, electrical and plumbing installation, equipment installation, and operational readiness activities. Management expects long-lead-time production equipment, particularly furnaces, to be a key driver of the timeline for new capacity expansion, with lead times of approximately 9 to 12 months for larger furnace orders, while other major facility equipment, including HVAC, exhaust, cooling, power and monitoring systems, have historically had shorter procurement timelines. Management’s expectations also assume that future facility build-outs will benefit from repeat facility design, repeat vendor engagement, and modular production-line replication, which management believes will reduce design uncertainty relative to FOAK construction.

We expect that we are currently fully funded to support the buildout of aggregate production capacity of up to approximately 8 MTU of throughput capacity per year across our SN-0, SN-TN, SN-ID and SN-F facilities. While construction has not yet begun, we have acquired the land on which we intend to build the SN-TN20 facility, with production capacity expected to scale and come online at the site on a modular basis once construction has commenced. We also own additional land in Oak Ridge, Tennessee, which provides us with the option to construct additional production facilities at our Tennessee headquarters as demand warrants. However, the pace at which we invest in and expand additional production capacity at our existing and future facilities will depend on, among other things, customer demand for TRISO fuel. While we believe demand for TRISO fuel will be robust, if demand does not grow at the rate anticipated, or if we do not expand our customer base or increase the amount of fuel purchased by our current customers, our modular production line design would allow us to pause or stagger our buildout over additional years as management feels may be appropriate to ensure we are meeting the needs of the market.

Our actual installed production capacity will depend on a number of variables including, among other things, the timing of customer demand, the timing and outcome of required regulatory approvals, our ability to commission and qualify production lines on schedule, and the availability of long-lead-time equipment, as well as other factors described under “Risk Factors.” See also “— Regulatory Status of Our Facilities.”

Modular Scaling of Capacity

Historical Scaling of SN-TN

Our approach to scaling the production of our Oak Ridge SN-TN facility is informed by our recent buildout of our Oak Ridge SN-TN facility, which serves as our reference point for construction costs, project timelines, supplier relationships, and execution considerations.

Our Oak Ridge SN-TN facility is under DOE authorization and comprises approximately 12,000 square feet and is designed to accommodate sufficient manufacturing modules to support up to 2.5 MTU of throughput capacity per year. Upon initial commissioning, our Oak Ridge SN-TN facility is equipped with manufacturing modules sufficient to produce approximately 1 MTU of throughput capacity per year. The facility has been constructed with auxiliary systems and utilities, including power distribution, cooling water, ventilation, and process gas and chemical supply, sized to support the installation of additional manufacturing modules in the future. Subject to regulatory approvals, capital availability, and operational considerations, this modular configuration is intended to allow us to expand throughput production capacity up to the facility’s designed maximum of approximately 2.5 MTU per year based on our current process yield.

Historical Cadence and Cost

As of March 31, 2026, total anticipated capital expenditures for our Oak Ridge SN-TN facility were approximately $11.9 million, of which approximately $7.2 million had been paid since first spend in mid-2025. These committed expenditures relate to production equipment, facility systems, construction activities, regulatory licensing, and engineering services.

As of March 31, 2026, we employed 80 full-time employees, and as of the date of this prospectus, we employ 106 full-time employees across engineering, manufacturing, quality assurance, safety, facilities, and program management. A significant portion of the team holds advanced degrees, including 23 employees with PhDs and/or master’s degrees in engineering, materials science, physics and related disciplines. This structure supports coordinated technical decision-making across manufacturing, qualification, and facility operations.

Operating Efficiencies

We believe we can scale manufacturing capacity by replicating reliable, industrial-scale modules and facility designs, rather than redesigning processes or increasing the size of individual pieces of equipment. Our fuel manufacturing technology is currently commercially operational, and we intend deployment of additional capacity to be a straightforward replication of existing designs using systems that are already installed, qualified, and operating today. Because the underlying system designs, equipment configurations, and operating procedures are already codified and demonstrated, we believe additional production lines can be deployed rapidly and consistently as demand increases. We also believe that operating more modules at larger facilities will result in additional efficiencies rising from lower operating costs (e.g., enabling us to negotiate better rates for power and feedstock chemicals and consumables for the larger use case).

Customer Agreements

We have a network of customers across the advanced nuclear energy sector that are invested in our growth and success. We enter into a variety of contractual arrangements with such customers, reflecting the diverse needs and development stages of our customers, including:

•        Fuel Development Agreements:    Customer-funded development arrangements under which we collaborate with customers to define reactor-specific fuel requirements and perform development activities to enable production of fuel that meets a customer’s fuel specifications. Fuel Development Agreements may include consulting, testing, and production of surrogate fuel and typically run 6 to 12 months, establishing technical baselines and commercial terms for future production. Under these agreements, we generate revenue through milestone-based payments tied to the completion of defined development activities. These development efforts allow us to establish and validate the process parameters and key manufacturing inputs necessary to reliably meet the customer’s specifications at scale.

•        Fuel Sales Agreements:    Full-scale fabrication contracts for commercial quantities of TRISO fuel. Our Fuel Sales Agreement arrangements are structured to include customers providing a non-refundable deposit in advance of executing a definitive Fuel Sales Agreement, as well as milestone-based payments. In connection with the deposits, customers express intent to purchase specified quantities of fuel, with such deposits generally credited toward future fuel purchases. This allows customers priority access to our production queue. These deposits may become non-refundable upon achievement of agreed milestones and, in certain cases, may be retained by us if a customer elects not to proceed with a definitive Fuel Sales Agreement. However, delivery of fuel remains contingent upon execution of such definitive agreements.

•        Government & Specialized Contracts:    Agreements with agencies such as the DOE, U.S. Department of War and NASA, for specialized fuel or advanced materials. These often involve unique specifications, long-term commitments and are on behalf of strategic programs (e.g., space power systems).

Growth Opportunities

We intend to grow our business by leveraging our competitive advantages in scalability, safety, reliability and cost. We have several avenues to achieve our growth objectives:

•        Scaling of Advanced Reactor Ecosystem:    As Advanced Reactor developers move into commercial-scale deployment, we expect to sustain a leading share of the TRISO fuel market, supported by our belief that we are positioned as the only third-party TRISO manufacturer operating at-scale. Growth is expected to come from existing customers expanding their reactor fleets, new reactor developers entering the market, and long-term recurring demand from multi-cycle refueling needs.

•        Advanced Materials:    Includes development and manufacturing of specialty materials for nuclear and harsh environment applications. These include refractory ceramics, advanced moderators and neutron absorbers, and radioisotope heat sources for power applications.

•        Fuel Logistics:    We intend to participate in the emerging transportation and logistics infrastructure required to safely and efficiently move advanced nuclear materials, including TRISO fuel, domestically and internationally. This encompasses various processes upstream and downstream of our core business (fuel manufacturing) spanning chemical processing of uranium feedstock materials, specialty transportation packages for nuclear fuel, and services for conveyance and delivery of nuclear fuel.

Competition

We expect to compete with alternative nuclear fuel suppliers, vertically integrated reactor developers, and other entities developing advanced fuel manufacturing capabilities. As of the date of this prospectus, our primary competitor is BWXT Technologies, which currently maintains TRISO fuel production capabilities but has historically served U.S. government customers with limited third-party commercial customers. In addition, while both BWXT and certain other prospective competitors have announced plans to establish dedicated TRISO fuel manufacturing facilities, such facilities are not yet operational and, based on such announcements, are generally expected to come online in 2030 or later.

While certain of our competitors have existing TRISO manufacturing technology and operate facilities that are currently capable of receiving enriched uranium feedstock and manufacturing TRISO fuel, we believe we are the only company in the United States with industrial-scale TRISO fuel fabrication, based on our existing installed TRISO fuel production capacity, as well as our modular, scalable manufacturing process, which provides us with the ability to, and through which we plan to, meaningfully scale our output capacity of TRISO fuel in the future. As a result, we view our current TRISO fuel production capabilities to be distinct from those of BWXT and other prospective competitors.

Our Oak Ridge SN-0 facility is operational today, and once operational, our Oak Ridge SN-TN Facility and Idaho SN-ID Facility will operate under DOE authorization alongside our Oak Ridge SN-0 facility. In addition, the Richland SN-F Facility will operate under NRC authorization pursuant to our joint venture with Framatome, pending regulatory approval. Once all facilities are operational and based on our assumptions that each TRISO production line is constructed, online, and operating at intended initial production capacity, we expect the combined run-rate annual capacity of our SN-0, SN-TN, SN-ID and SN-F facilities will be 3.5 MTU of TRISO fuel, sufficient to support roughly 5,600 GWh of thermal energy output from Advanced Reactors, with target scalability up to approximately 40 MTU of aggregate run-rate production capacity, which contemplates initial expansion of SN-TN and SN-ID to approximately 2.5 MTU each, the SN-TN20 facility being capable of producing up to 20 MTU and further scaling across the Richland SN-F Facility or through the construction of additional facilities, as demand warrants.

Key competitive factors include demonstrated manufacturing performance, a trained and proven workforce, the ability to meet specifications, regulatory authorizations, schedule reliability, quality assurance systems, capacity availability, and customer support during development and qualification.

Operating Licenses

We are designated as a prime contractor to the DOE under the OTA, supporting advanced fuel development to enable reliable fuel supply for Advanced Reactors. We actively participate in federal HALEU supply-chain programs and maintain QSL status with various commercial entities, FFRDCs and other government-related agencies, enabling direct engagement on development, demonstration, and deployment programs. In addition, we benefit from a network of strategic and financial investors that support our long-term growth and commercialization efforts.

Intellectual Property

Our intellectual property portfolio is a critical component of our competitive advantage and business strategy. We rely on, and expect to continue to rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality agreements and invention assignment agreements.

Nuclear Safety Regulation under the DOE

Operating under DOE authorization means a nuclear facility is permitted to operate under the authority of the DOE rather than under a license issued by the NRC. This occurs when a facility is operated “for the account of” the federal government, typically because it is sponsored, owned, or directly contracted by DOE as part of a government research, demonstration, or national security mission. Authorization is granted through DOE’s internal nuclear safety process, which includes review and approval of safety analyses, operating limits, and readiness determinations prior to startup. DOE authorization does not have a fixed license term; it remains in effect so long as DOE continues to sponsor the activity and the facility complies with DOE requirements, subject to DOE’s authority to modify, suspend, or revoke approval. Ultimate approval authority resides within DOE through designated senior officials` responsible for nuclear safety and operations.

In connection with Executive Order 14301 (EO 14301) — Reforming Nuclear Reactor Testing, we entered into the OTA with the DOE in furtherance of the DOE’s research and development mission to provide advanced nuclear fuel for Advanced Reactors authorized by DOE through the DOE reactor pilot program.

An “other transaction agreement” is a legally binding agreement that certain federal agencies may use to fund or support research, development, or prototype projects outside of traditional government procurement contracts or grants. An “other transaction agreement” is authorized and executed by the government pursuant to specific statutory authority and is designed to provide flexibility in structuring project scope, milestones, cost sharing, and intellectual property rights. “Other transaction agreements” are commonly used to accelerate innovative or FOAK projects where standard procurement mechanisms would be impractical or overly burdensome. An “other transaction agreement” does not itself provide regulatory authorization to operate a nuclear facility; rather, it governs the contractual relationship, authorization requirements and funding terms for a specific project. “Other transaction agreements” have defined periods of performance and expire or terminate in accordance with their contractual terms, with ultimate approval authority resting with the issuing agency and its delegated officials. Under this pilot program and the OTA with the DOE, we will leverage the DOE authorization process to build, operate, and commission advanced fuel fabrication facilities at our Oak Ridge Facilities and Idaho Facility.

As a condition to entering into the OTA, we were required to demonstrate, among other things, adequate financial resources and a mature supply chain to complete design, construction, commissioning, operation, and decommissioning of our facilities, as appropriate.

Under the OTA, the DOE’s role is to exercise discretionary decision-making authority over the operation of our fuel production lines, including oversight of milestones and the authority to oversee and authorize design, construction, management, and operations. Our primary obligation under the OTA is to provide regular reports to the DOE documenting our progress toward a series of milestones related to the design, construction, licensing, and operation of our Oak Ridge and Idaho facilities. The milestones do not have specific deadlines.

The OTA is explicitly not a procurement contract, grant, cooperative agreement, or loan, and the DOE does not provide any funding to us under the agreement for the construction, operation or decommissioning of our facilities, but rather allows us to take advantage of the DOE Fuel Line Pilot Program’s accelerated regulatory pathway. The DOE’s role is limited to exercising regulatory authority and control. Under the OTA, we are responsible for the design, construction, commissioning, operation, and, if applicable, decommissioning of our facilities, as well as all design and construction costs, including procurement and installation of all fuel line materials, systems, and components, and the engagement of qualified staffing to support all project phases.

Pursuant to the OTA, we are also required to execute a lease agreement with the DOE for DOE-owned land in Idaho to host the SN-ID facility. All construction and operational costs on the leased land related to the SN-ID Idaho Facility are our responsibility, as are any construction and operation costs for our Oak Ridge Facilities.

Further, we are solely responsible for all decontamination and decommissioning costs relating to our facilities, and the OTA expressly provides that DOE shall not be responsible for, or have any obligation to us for, decontamination and decommissioning of any facilities or any costs incurred in connection thereto.

As part of the OTA, we must meet a series of milestones as described in the OTA itself and in DOE Standard “Authorization Pathway for Nuclear Facilities” DOE-STD-1271-2025 (the “DOE Authorization Standard”), which include, among other things, the transition of our existing Oak Ridge SN-0 facility to DOE jurisdiction (from Tennessee Department of Environment and Conservation jurisdiction), completion of requirements/preconditions

for use of land at the Idaho Facility, and completion of all contracts/agreements necessary to obtain special nuclear material (LEU, HALEU or PU), the completion of design and safety analysis work for each facility, and ultimately the establishment of the fuel manufacturing lines and completion of orders. The DOE Authorization Standard identifies a streamlined regulatory pathway to implement Executive Order 14301.

For any of our facilities operating under the OTA with the DOE, including the SN-TN and SN-ID facilities, prior to commencing operations, we must complete the installation of all safety and operational fuel line equipment at the fabrication facility, complete the calibration and commissioning of such equipment, and successfully undergo a readiness review for the fuel production facility conducted in accordance with applicable DOE requirements. Upon satisfaction of these conditions, we are also required to demonstrate first fuel production to required specifications and throughput levels before being deemed to have achieved an established fuel line.

We must also comply with a wide range of DOE regulations and orders while operating at the Oak Ridge and Idaho facilities, including, but not limited to, regulations regarding nuclear safety management (10 CFR Part 830), radiation protection (10 CFR Part 835), and orders governing quality assurance, facility safety, personnel training and qualification, radioactive waste management, emergency preparedness, information security, protection of nuclear information, whistleblower protections, and nuclear material control and accountability. The DOE exercises direct oversight of our operations, including the authority to conduct inspections, audits, and site visits at any time to ensure compliance with the above. We are required to submit regular reports to the DOE, including technical progress updates and incident notifications.

Liabilities to third parties arising from nuclear incidents at our Oak Ridge and Idaho facilities are ultimately paid by the federal government pursuant to the Price-Anderson Act. Such Price-Anderson Act protections and DOE indemnification are documented in the OTA, pursuant to which the DOE has agreed to indemnify us against liability arising from nuclear incidents up to an available indemnification amount of approximately $16.5 billion.

Nuclear Safety Regulation under the NRC

The DOE in its sole discretion may determine whether we will be allowed to continue our relationship with the DOE to operate the subject fuel production lines under the OTA. In the event we do not operate the Oak Ridge and Idaho facilities under the OTA in the future, we instead will need to obtain licensing through the NRC. The NRC is working to streamline its licensing reviews for fuel-line projects that have already been authorized and reviewed by the DOE, enabling reliance on DOE technical reviews where appropriate, and the DOE authorization process reflected in the DOE Authorization Standard detailed above is intended to accommodate efficient and effective leveraging into an NRC license for the Oak Ridge and Idaho facilities to the extent necessary.

Operating under NRC authorization means a nuclear facility is licensed and regulated by the NRC, the independent federal agency responsible for civilian commercial nuclear regulation in the United States. Authorization is granted through a formal licensing process in which the NRC evaluates the facility’s design, safety systems, environmental impacts, and operational plans and issues a legally binding license if regulatory standards are satisfied. NRC authorization entails ongoing inspection, enforcement, and compliance with detailed operational, security, and safety requirements. NRC licenses are issued for a defined term, generally up to 40 years, with the possibility of renewal subject to additional NRC review. The NRC, acting through its Commissioners and delegated staff, is the ultimate approving authority.

Existing NRC licensing frameworks were developed primarily for large light-water reactors. Several recent legislative and executive actions have directed the NRC to modernize its regulatory processes to better accommodate Advanced Reactors (and the fuel that will be utilized by such reactors), including:

•        ADVANCE Act of 2024 — Directs the NRC to develop microreactor-specific and performance-based regulatory strategies addressing eight topical areas, including staffing, inspections, security, emergency preparedness, transportation, and risk-informed methods. It also updates the NRC’s mission statement to explicitly recognize the national interest in enabling the deployment of nuclear energy.

•        Executive Order 14300 (May 2025) — Requires the NRC to improve efficiency, transparency, and the scientific basis of its regulatory framework to establish more predictable licensing timelines.

Environmental Regulation

Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, foreign, state and local environmental laws and regulations, including those governing the handling, storage and disposal of mixed, solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for non-compliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

Below is a non-exhaustive discussion of the most notable federal environmental laws and how those laws could affect our operations.

Comprehensive Environmental Response, Compensation, and Liability Act

Certain aspects of our operations may be subject to CERCLA, which provides for the investigation, cleanup, and restoration of natural resources from releases of hazardous substances. Liability under CERCLA can be imposed on a joint and several basis and without regard to fault or the legality of the conduct giving rise to contamination.

Clean Air Act

Our operations are subject to the CAA and comparable state and local laws. Under the CAA, the EPA has the authority to control air pollution by issuing and enforcing regulations for entities that emit substances into the air. The EPA has promulgated regulations for major sources of air pollution and has delegated implementation of these regulations to state agencies. We are subject to ongoing emissions standards, requirements, and reporting obligations.

Clean Water Act

Our projects are subject to the CWA, which regulates discharges of pollutants into the waters of the United States, as well as analogous state and local laws. Under Section 401 of the CWA, a federal agency may not issue a permit for any activity that may result in any discharge into the waters of the United States unless the state where the discharge would originate either issues a water quality certification verifying compliance with existing water quality requirements or waives the certification requirement or waives this requirement.

Resource Conservation and Recovery Act

Under the RCRA, and comparable state hazardous waste laws, the EPA and authorized state agencies regulate the generation, transportation, treatment, storage, and disposal of hazardous waste. If hazardous wastes are generated or stored in connection with any of our facilities, we would be subject to the requirements of such laws.

National Environmental Policy Act

The issuance of requisite permits and authorizations for our projects may be subject to environmental review under the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies such as the DOE to integrate environmental considerations into their decision-making processes by evaluating the potential environmental impacts of their proposed actions. While NEPA compliance is a federal agency responsibility and the agency is responsible for the accuracy, scope, and content of any environmental documents, we will be required to assist in the timely and effective completion of the NEPA process. As a result, we may be required to provide environmental data and documentation to DOE.

For additional information regarding certain risks related to government regulations, see also “Risk Factors — Risks Related to Legal, Regulatory and Compliance Matters.”

We believe the locations of our facilities provide us with unique access to the NRC and the DOE and accommodate our current operating needs, and that suitable additional or alternative space will be available as needed to accommodate any growth to support new employees or new geographic markets.

Legal Proceedings

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition.

Management

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of the date of this prospectus:

Executive Officers and Employee Directors

Kurt Terrani

Kurt Terrani has served as our Chief Executive Officer and as a member of our board of directors since January 2025. Prior to joining Standard Nuclear, Mr. Terrani worked at Ultra Safe Nuclear Corporation from February 2021 to January 2025, as an Executive Vice President, including as interim CEO from July 2024 to January 2025, where he led the division that was responsible for the development and delivery of nuclear fuel and core structural materials for Ultra Safe Nuclear Corporation’s advanced energy systems. Prior to February 2021, Mr. Terrani spent over a decade at Oak Ridge National Laboratory, most recently as a Senior Staff Scientist, earning multiple awards for innovation and leadership in nuclear materials science. Mr. Terrani was previously a National Technical Director for the U.S. DOE Office of Nuclear Energy. Mr. Terrani received his Ph.D. in nuclear engineering from University of California, Berkeley in 2010. His research and technology development focus is on fundamental aspects of nuclear fuel and materials manufacturing, radiation effects, and behavior. Mr. Terrani also earned a Bachelor of Science in Engineering degree from Arizona State University. We believe that Mr. Terrani is qualified to serve on our board of directors due to his extensive industry experience, his educational background in nuclear engineering, and his leadership as our Chief Executive Officer.

Kevin Harrill

Kevin Harrill has served as our Chief Financial Officer since March 2026. Prior to joining Standard Nuclear, from November 2021 to August 2025, Mr. Harrill served in various roles at Centrus Energy Corp. (NYSE American: LEU), a publicly traded company operating in the nuclear fuel supply chain, most recently serving as Senior Vice President, Chief Financial Officer and Treasurer from August 2023 to August 2025. In that role, he led long-range capital planning, executed significant equity and debt transactions, managed balance sheet optimization and pension de-risking initiatives, and liability reduction. Prior to that, from November 2021 to August 2023, Mr. Harrill served as Chief Accounting Officer at Centrus Energy Corp., during which time he was responsible for financial reporting, technical accounting, SOX compliance, and internal controls. Prior to his time at Centrus Energy Corp., from 2015 to 2021, Mr. Harrill served as Vice President and Chief Accounting Officer at Blackboard Inc, an education technology company. Mr. Harrill earned a Bachelor of Sciences in Business Administration, with a concentration in Finance and Accounting from Georgetown University, McDonough School of Business, and a Master of Arts in National Security Studies from Georgetown University. Mr. Harrill is a Certified Public Accountant.

Thomas Hendrix

Thomas Hendrix is the Founder of Standard Nuclear and has served as chairman of our board of directors since our incorporation in July 2024. Mr. Hendrix was appointed as our Executive Chairman in June 2026. Mr. Hendrix is the Managing Partner of venture capital firm Decisive Point Group and has been with the firm since 2018. Prior to founding Decisive Point, Mr. Hendrix began his career in the private sector at Blackstone. Mr. Hendrix is a former Green Beret with multiple combat deployments in support of the Global War on Terror and served in the U.S. Army for nearly 10 years as an Infantry and Special Forces Officer. He earned a Master of Business Administration from Columbia Business School, a Master of Studies in Law in Government Procurement Law from George Washington University Law School, and a Bachelor of Science in American Legal Systems from the United States Military Academy at West Point. We believe that Mr. Hendrix is qualified to serve on our board of directors given his role of founder of our Company and his industry expertise and experience.

Keeley Marrocco

Keeley Marrocco has served as our Chief Operating Officer and as a member of our board of directors since January 2025 prior to resigning from the board of directors in June 2026. Prior to joining Standard Nuclear, Ms. Marrocco led energy investing at venture capital firm Decisive Point Group from August 2021 to January 2025. From June 2019 to August 2021, Ms. Marrocco worked at Kraft Heinz where she was a financial analyst, serving in Revenue Management and Financial Planning & Analysis roles across multiple business units. Ms. Marrocco graduated from Harvard University in 2019 with a degree in Government.

Shahram Ghasemian

Shahram Ghasemian has served as our Chief Legal and Compliance Officer and Corporate Secretary since May 2026. Previously, Mr. Ghasemian served in a number of roles at Centrus Energy Corp, most recently as a consultant from November 2025 to May 2026, as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary from August 2023 to June 2025, and as Senior Assistant General Counsel & Director, Legal Affairs and Corporate Compliance from April 2020 to August 2023. Mr. Ghasemian also served as the Chief Legal Officer and Corporate Secretary of NuScale Power from June 2025 to October 2025 and has also served in various senior positions within the federal government, including the NRC, the DOE and on Capitol Hill since 2006. Prior to his government experience, Mr. Ghasemian worked for USEC Inc. for nearly a decade in positions of increasing responsibility, the latest as Assistant General Counsel, including serving as Chief Counsel at the Paducah Gaseous Diffusion Plant in Kentucky between 1999 and 2001.

Non-Employee Directors

Alexander Matina

Alexander Matina has served as a member of our board of directors since April 2025. Mr. Matina is currently the Chief Executive Officer of Nu Ride Inc., which is the post-bankruptcy public successor to Lordstown Motors, a position he has held since September 2025 and has served on the board of directors of Nu Ride since March 2024. Mr. Matina is currently the Managing Member of LANECR Consulting LLC, a consultant to family offices on investments and strategy, a position he has held since January 2024. From 2007 through 2023, Mr. Matina served in various leadership roles, including as Portfolio Manager, at MFP Investors LLC, investing across both public and private markets. He has served on the board of directors of Trinity Place Holdings Inc. since 2013, Range Capital Acquisition Corp, a special purpose acquisition company, since 2024, and Range Capital Acquisition II, a special purpose acquisition company. He is also a director of SIXGEN, a privately held cyber-security company. Mr. Matina previously served as a director of Crowheart Energy LLC, a private energy company, Madava Financial, a private energy-focused finance company, S&W Seed Company, a public agricultural company and Papa Murphy’s, a public take-and-bake franchisor. Mr. Matina received a Bachelor of Science in Business Administration, with concentrations in finance and accounting, from Fordham University and a Master of Business Administration from Columbia Business School. We believe Mr. Matina is qualified to serve on our board of directors because of his extensive public company board experience and financial expertise.

Andrew Price

Andrew Price has served as a member of our board of directors since February 2025. Mr. Price is the General Partner of Decisive Point Group, a venture capital firm he has been affiliated with since July 2020, where he leads the firm’s business development and investor relations efforts. He is also a Co-Founder of Unite Us, a technology company that builds coordinated care networks connecting health and social service providers, and has been involved with the company since its founding in January 2012. In addition, Mr. Price has served as an investor and advisor to multiple early-stage dual-use companies that provide both commercial and government technology solutions. Mr. Price holds a Bachelor of Arts degree from the University of Oklahoma. We believe Mr. Price’s industry expertise, combined with his experience in capital formation and investor relations, makes him a valuable member of our board of directors.

A. Scott Miller

Austin “Scott” Miller joined our board of directors in June 2026. Since August 2025, Mr. Miller has served as an independent director of The Scotts Miracle-Gro Company (NYSE: SMG), where he is a member of the Innovation & Technology Committee and the Nominating and Governance Committee. Mr. Miller was a Senior Advisor of Orbis Operations, LLC, a security services provider, from November 2021 to March 2026. He served as Executive Chairman of Prairie Fire Nevada from January 2023 through April 2025. From April 2022 through April 2025, he served as a senior advisor to SIG Sauer. From May 2022 to December 2025, Mr. Miller served as a director of Workhorse Group Inc. (Nasdaq: WKHS), a manufacturer of electric vehicles, where he also served on the Human Resource Management and Compensation Committee. Since September 2022, Mr. Miller has served as a Senior Fellow at the Combating Terrorism Center at the United States Military Academy at West Point. Prior to his civilian career, Mr. Miller served nearly 40 years in the United States Army, retiring in December 2021 at the rank of four-star General. From September 2018 to July 2021, he served as the commander of NATO’s Resolute Support Mission and United States Forces — Afghanistan, making him the longest serving and final commander of the war in Afghanistan. From March 2016 to August 2018, he served as commanding general of the Joint Special Operations Command. Earlier in his career, Mr. Miller held numerous leadership positions as an Airborne-Ranger and Infantry officer, including commanding the Task Force Ranger assault force during Operation Gothic Serpent known as “Blackhawk Down” in Mogadishu, Somalia in 1993. Mr. Miller also has over two decades of experience in the deployment and tactical use of drones and global logistics planning and execution. Mr. Miller received a Bachelor of Science degree from the United States Military Academy at West Point in 1983 and a Master’s degree in Military Strategic Studies from the Marine Corps War College in 2005. We believe Mr. Miller’s extensive leadership experience commanding large, complex organizations in high-stakes environments, his expertise in strategic planning and operational decision-making, his service on other public company boards, and his deep understanding of national security, technology, and geopolitical risk qualify him to serve as a member of our board of directors.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Composition of our Board of Directors

Our Fifth Amended and Restated Certificate of Incorporation, as amended (the “pre-IPO Charter”), provides that, subject to certain share thresholds: (i) the holders of record of the shares of our Class A common stock and Class B common stock, exclusively and as a separate class, shall be entitled to elect two directors of the Company (the “Common Directors”), (ii) the holders of record of the shares of the Company’s Series Seed Preferred Stock, Series Seed-1 Preferred Stock, Series A Preferred Stock and Series A-2 Preferred Stock (collectively, the “convertible preferred stock”), exclusively and voting as a single class, shall be entitled to elect one director of the Company (the “Preferred Director”), (iii) the holders of record of the shares of the Class B Common Stock, exclusively and voting as a single class, shall be entitled to elect one director of the Company (the “Class B Director”), and (iv) the holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the remaining directors (each, a “Mutual Director”).

Pursuant to our amended and restated voting agreement (as defined herein), Andrew Price, Keeley Marrocco, Thomas Hendrix, Kurt Terrani, and Alexander Matina were designated to serve as members of our board of directors. In June 2026, Ms. Marrocco, who previously served as a Common Director, resigned from the board of directors, effective immediately. Effective upon Ms. Marrocco’s resignation, A. Scott Miller was designated as a Common Director to fill the vacancy on the board of directors resulting from Ms. Marrocco’s resignation.

The amended and restated voting agreement, by which the directors are currently elected, will terminate immediately prior to this offering, and there will be no contractual obligations regarding the election of our directors, upon the completion of this offering.

Our restated certificate of incorporation and our restated bylaws will divide our board of directors into three classes, with staggered three-year terms:

•        Class I directors, whose initial term will expire at the first annual meeting of stockholders following the completion of this offering;

•        Class II directors, whose initial term will expire at the second annual meeting of stockholders following the completion of this offering; and

•        Class III directors, whose initial term will expire at the third annual meeting of stockholders following the completion of this offering.

At each annual meeting of stockholders after the initial classification, the successors to directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following election. Upon the completion of this offering, the Class I director will be            ; the Class II directors will consist of            and            ; and the Class III directors will consist of            and            . As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

In addition, our restated certificate of incorporation and restated bylaws provide that only the board of directors may fill vacancies, including newly created seats, on the board of directors until the next annual meeting of stockholders, subject to limited exceptions. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

This classification of our board of directors and the provisions described above may have the effect of delaying or preventing changes in our control or management. Our restated certificate of incorporation will further provide for the removal of a director only for cause and by the affirmative vote of the holders of two-thirds or more of the shares then entitled to vote at an election of our directors. See “Description of Capital Stock — Anti-takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws.”

Controlled Company Exemption

Upon the completion of this offering, Thomas Hendrix, our Founder and Executive Chairman, will beneficially own approximately            % of the voting power of our outstanding capital stock (or approximately            % if the underwriters exercise their option to purchase additional shares of our Class A common stock in full). As a result, we will be a “controlled company” as defined under the corporate governance rules of the NYSE and, therefore, will qualify for exemptions from certain corporate governance requirements of the            . Accordingly, we have elected not to comply with the requirements that:

•        a majority of our board of directors consists of independent directors;

•        we have a nominating and corporate governance committee that is composed entirely of independent directors;

•        we have a compensation committee that is composed entirely of independent directors; and

•        we conduct an annual performance evaluation of the Nominating and Governance and Compensation committees.

The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and we intend to comply with the applicable requirements of the Exchange Act, and the within the applicable transition periods. As a result, we expect that the Audit Committee will be composed of (1) at least one independent director upon the listing of our common stock, (2) a majority of independent directors within 90 days of listing and (3) exclusively independent directors within one year of listing. Upon the completion of this offering, we expect

the Audit Committee will be composed exclusively of independent directors. See “— Board Committees — Audit Committee.” In the event that we cease to be a “controlled company,” we will be required to fully implement the corporate governance requirements of the within the applicable transition periods specified in the rules of the NYSE.

Board Independence

We have applied to list our common stock on the NYSE. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent within specified periods following the completion of an initial public offering. In addition, the listing rules generally require that, subject to specified exceptions, including the “controlled company” exemption, described in more detail above, each member of a listed company’s audit, compensation and governance committees be independent.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also satisfy the independence criteria as required by Rule 10C-1 under the Exchange Act.

Our board of directors has determined that            and            do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of            and            are “independent” as that term is defined under the rules of the NYSE.

Board Committees

Our board of directors has established an audit committee and a compensation committee. The composition and responsibilities of each committee are described below. Following the completion of this offering, copies of the charters for each committee will be available on the investor relations portion of our website. Members serve on these committees until their resignations or until otherwise determined by our board of directors.

Audit Committee

Our audit committee is comprised of            , who is the chair of the audit committee,            and            . As allowed under the applicable rules and regulations of the SEC and the NYSE, we intend to phase in compliance with the heightened audit committee independence requirements to have a fully independent audit committee prior to the end of the one-year transition period. Each member of our audit committee is financially literate. In addition, our board of directors has determined that            is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K of the Securities Act.

All audit services to be provided to us and all permissible non-audit services to be provided to us by our independent registered public accounting firm will be approved in advance by our audit committee. Our audit committee recommended, and our board of directors adopted, a charter for our audit committee, which will be posted on our website. Our audit committee, among other things:

•        selects a firm to serve as the independent registered public accounting firm to audit our financial statements;

•        helps to ensure the independence of the independent registered public accounting firm;

•        discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent accountants, our interim and year-end operating results;

•        develops procedures for employees to anonymously submit concerns about questionable accounting or audit matters; and

•        considers the adequacy of our internal accounting controls and audit procedures.

Compensation Committee

Our compensation committee is comprised of            , who is the chair of the compensation committee,            and            . The composition of our compensation committee meets the requirements for independence under NYSE listing rules and SEC rules and regulations. At least two members of this committee are also non-employee directors, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation committee, among other things:

•        reviews and determines the compensation of our executive officers and recommends to our board of directors the compensation for our directors;

•        administers our stock and equity incentive plans;

•        reviews and makes recommendations to our board of directors with respect to incentive compensation and equity plans; and

•        establishes and reviews general policies relating to compensation and benefits of our employees.

Code of Ethics

In connection with this offering, our board of directors intends to adopt a code of ethics that applies to all of our employees, officers and directors. Following the completion of this offering, the full text of our code of ethics will be posted on the investor relations section of our website. We intend to disclose future amendments to certain provisions of our code of ethics or waivers of these provisions, on our website and/or in public filings.

Compensation Committee Interlocks and Insider Participation

Since            , the following members or former members of our board of directors have at one time been members of our compensation committee:            . None of them has at any time been one of our officers or employees. None of our executive officers serves or in the past has served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our board of directors or our compensation committee.

Director Compensation

Historically, we have neither had a formal compensation policy for our non-employee directors, nor have we had a formal policy of reimbursing expenses incurred by our non-employee directors in connection with their board service. However, we have reimbursed our non-employee directors for reasonable expenses incurred in connection with their attendance at board of directors or committee meetings and occasionally granted stock options.

Other than as described below, we did not provide our non-employee directors, in their capacities as such, with any cash, equity or other compensation in 2025. Neither Mr. Terrani nor Ms. Marrocco received any additional compensation for service as a director for 2025. The compensation of Mr. Terrani and Ms. Marrocco as named executive officers, is set forth below under “Executive Compensation — Summary Compensation Table.”

The following table sets forth certain information regarding the compensation of our non-employee directors for 2025:

____________

(1)      None of our non-employee directors received cash compensation from the Company during 2025.

(2)      The amounts reported in this column represent the aggregate grant date fair value of option awards granted under our 2025 Stock Plan in 2025 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the option awards reported in this column are set forth in Note 10 to our consolidated financial statements included elsewhere in this prospectus. Note that the amounts reported in this column reflect the accounting value for these option awards and may not correspond to the actual economic value that may be received by our non-employee directors from the option awards.

(3)      The number of shares underlying outstanding stock options held by each non-employee director as of December 31, 2025, was as follows: Mr. Hendrix, 0; Mr. Matina, 100,000; and Mr. Price, 0.

(4)      Mr. Hendrix served as a non-employee director of the Company during the 2025 fiscal year, prior to his appointment as Executive Chairman and an officer of the Company in June 2026.

(5)      This represents the grant date fair value of an option to purchase 100,000 shares of common stock granted to Mr. Matina on June 11, 2025 with an exercise price of $ 0.42 per share. The option grant has a ten-year term and is subject to the following vesting schedule: 25% of the total shares subject to the option vested on January 13, 2026, and an additional 1/48th of the total shares subject to the option shall vest on each monthly anniversary thereafter, in each case, subject to continued service on each applicable vesting date.

Non-Employee Director Compensation Policy

In June 2026, our board of directors approved a non-employee director compensation policy that will become effective upon the completion of this offering. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Under the non-employee director compensation policy, we will pay our non-employee directors a cash retainer for service on our board of directors and an additional cash retainer for service on each committee on which the director is a member, which will be paid quarterly in arrears. The chairman of each committee will receive higher retainers for such service. The fees paid to non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member are as follows:

In addition, each non-employee director elected to our board of directors following the completion of this offering will, upon the date of his or her initial election or appointment to be a non-employee director, be granted a restricted stock unit (“RSU”) award covering a number of shares of common stock having a grant date fair value of $            , pro-rated based on the number of days that are expected to lapse between the appointment to the board and the next annual stockholder meeting. 100% of the shares subject to such equity award will vest in full on the earlier of the one-year anniversary of the grant date and the next annual stockholder meeting, subject to the director providing service through the vesting date.

At the close of business on the date of each annual stockholder meeting following the initial public offering, each continuing non-employee director will be granted an additional RSU award covering a number of shares of common stock having a grant date fair value of $            . 100% of the shares subject to such equity award will vest in full on the earlier of the one-year anniversary of the grant date and the next annual stockholder meeting, subject to the director providing service through the vesting date.

All equity awards to non-employee directors following the completion of this offering are expected to be made pursuant to the 2026 Plan. For each non-employee director who remains in continuous service as a member of the board until immediately prior to: (a) the non-employee director’s death, (b) the non-employee director’s disability, or (c) the closing of a “change in control” (as defined in the 2026 Plan), any unvested portion of any RSU award granted in consideration of such non-employee director’s service as a member of the board shall vest in full immediately prior to, and contingent upon, the consummation of the change in control. For additional information, see “Executive Compensation — Employee Benefit Plans — 2026 Equity Incentive Plan.”

Executive Compensation

Summary Compensation Table

The following table provides information concerning all plan and non-plan compensation awarded to, earned by or paid to our Chief Executive Officer and each of our two other most highly compensated officers, whom we collectively refer to as “named executive officers,” during 2025.

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(1)      The amount reported in this column represents a one-time guaranteed bonus paid to Mr. Terrani pursuant to his offer letter, as described below in “Agreements with our Named Executive Officers — Offer Letters — Kurt Terrani.”

(2)      The amounts reported in this column represent the aggregate grant date fair value of restricted stock awards granted under our 2025 Stock Plan to our named executive officers in 2025 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column are set forth in Note 10 to our consolidated financial statements included elsewhere in this prospectus. Note that the amounts reported in this column reflect the accounting value for these equity awards and may not correspond to the actual economic value that may be received by our named executive officers from the equity awards.

(3)      The amounts reported in this column represent the performance bonus payment earned by each of our named executive officers for 2025, as described below in “Bonuses.”

(4)      The amounts reported in this column include: (i) for Mr. Terrani, $10,208 in connection with 401(k) company matching contributions; and (ii) for Ms. Marrocco, $6,442 in connection with 401(k) company matching contributions and $31,250 in relocation expenses incurred as a result of moving from Boston, Massachusetts to Oak Ridge, Tennessee.

Salaries

During the year ended December 31, 2025, Mr. Terrani and Ms. Marrocco received an annual base salary of $275,000 and $185,000, respectively. Pursuant to their amended and restated offer letters entered into in June 2026, the annual base salary of each of Mr. Terrani and Ms. Marrocco was increased to $300,000 and $200,000, respectively. Effective upon the closing of this offering, the Company intends to change the annual base salaries of Mr. Terrani and Ms. Marrocco to $500,000 and $350,000, respectively.

Bonuses

Pursuant to their respective offer letters in place in 2025, each of Mr. Terrani and Ms. Marrocco were eligible to receive performance-based cash bonuses, payable in the sole discretion of our board of directors, which were designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for individual achievement towards these goals. The performance bonus was subject to goals relating to the Company’s financial results and each executive’s individual performance. The corporate goals that our board of directors established for 2025 included the successful closing of our Series A financing and the achievement of 85% of our annual projected EBITDA. For Mr. Terrani, the individual performance goals that our board of directors established for 2025 related to financial health and revenue growth, operational execution, market position and growth, and organizational strength. For Ms. Marrocco, the individual performance goals that our board of directors established for 2025 related to operational excellence, process optimization, team performance and capacity building, and strategic execution. For 2025, Mr. Terrani’s target bonus was 25% of his base salary (with a bonus of 15% of his base salary guaranteed in his first year of employment), and Ms. Marrocco’s target bonus was 15% of her base salary. Following the end of the 2025 performance year, our board of directors determined that the performance goals for 2025 had been achieved. Accordingly, Mr. Terrani received a bonus equal to $68,750 and Ms. Marrocco received a bonus equal to $30,000.

Equity Awards

2025 Equity Grants

On June 14, 2025, Mr. Teranni received a restricted stock award covering 1,712,500 shares of our Class B common stock, and Ms. Marrocco received a restricted stock award covering 1,080,000 shares of our Class B common stock. 25% of the total shares pursuant to the restricted stock award vested on January 13, 2026, and an additional 1/48th of the total shares shall vest on each monthly anniversary thereafter, in each case, subject to continued service on each applicable vesting date. In the event of an involuntary termination of continued service other than for cause (as defined in the 2025 Stock Plan) in connection with or within 12 months following a change of control (as defined in the 2025 Stock Plan), 100% of the then-unvested shares shall vest on a double trigger basis. For additional information regarding the 2025 Plan pursuant to which the stock awards were granted, please see “— Employee Benefit Plans — 2025 Stock Plan.”

2026 Equity Grants

On January 11, 2026, Mr. Terrani received a stock option covering 950,422 shares of our Class B common stock and Ms. Marrocco received a stock option covering 380,169 shares of our Class B common stock. 25% of the total shares pursuant to the stock option award will vest on January 1, 2027, and an additional 1/48th of the total shares shall vest on each monthly anniversary thereafter, in each case, subject to continued service on each applicable vesting date. 10% of the total number of shares subject to the option shall immediately vest and become exercisable on the closing of this offering, subject to the executive’s continued service through such date; provided that such acceleration shall apply to the unvested portion of the option, and in the event the remaining number of unvested shares equals less than 10% of the total number of shares subject to the option, then all remaining unvested shares shall immediately vest and become exercisable as of such date. For additional information regarding the 2025 Plan pursuant to which the option awards were granted, please see “— Employee Benefit Plans — 2025 Stock Plan”.

In connection with this offering, our board of directors approved grants of RSUs to each of Mr. Terrani and Ms. Marrocco in connection with their service on our board of directors, as further described above in “Director Compensation — Director IPO Grants.”

Outstanding Equity Awards at Year-end Table

The following table provides information regarding the outstanding stock options held by our named executive officers as of December 31, 2025.

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(1)      All of the outstanding equity awards were granted under and subject to the terms of our 2025 Stock Plan.

(2)      The market price for our Class B common stock is based on the assumed initial public offering price of our Class A common stock of $            per share, which is the midpoint of the price range on the cover of this prospectus.

(3)      25% of the total shares pursuant to the restricted stock award vested on January 13, 2026, and an additional 1/48th of the total shares shall vest on each monthly anniversary thereafter, in each case, subject to continued service on each applicable vesting date. In the event of an involuntary termination of continued service other than for cause (as defined in the 2025 Stock Plan) in connection with or within 12 months following a change of control (as defined in the 2025 Stock Plan), 100% of the then-unvested shares shall vest on a double trigger basis.

Agreements with our Named Executive Officers

Offer Letters

We have entered into offer letters with each of our named executive officers. Each of these arrangements provide for at will employment and generally include the named executive officer’s initial base salary and an initial grant of equity awards.

Kurt Terrani

In December 2024, we entered into an offer letter agreement with Mr. Terrani providing for his employment as our Chief Executive Officer. Pursuant to his offer letter, Mr. Terrani was entitled to receive a base salary of $275,000 per year, and was eligible for a target annual performance bonus equal to 25% of his base salary, payable based on his individual performance and our financial results, in the discretion of our board of directors. The offer letter provided that a portion of the performance bonus (in an amount equal to 15% of his base salary) would be guaranteed for Mr. Terrani’s first year of employment. Additionally, Mr. Terrani’s offer letter provides that he will be recommended for an equity incentive award grant.

In June 2026, Mr. Terrani’s offer letter agreement was amended and restated to establish the terms of his employment as our Chief Executive Officer following the initial public offering. The amended and restated offer letter provides for an initial base salary of $300,000, which shall be increased to $500,000 effective upon the closing of this offering. The amended and restated offer letter further provides for a short-term incentive plan target bonus of 75% of his then-current base salary (the “STIP Bonus”), subject to his continued employment on the applicable payment date. For 2026, the STIP Bonus will be measured against role-specific performance milestones set by the board; following the initial public offering, the STIP Bonus will transition to a mix of company financial metrics and strategic objectives set by the compensation committee. The amended and restated offer letter further provides for a one-time cash bonus equal to $225,000, subject to his continued employment on the payment date.

The amended and restated offer letter provides that if the Company terminates Mr. Terrani’s employment without “cause” or he resigns for “good reason” (each as defined in a separation agreement to be entered into between the executive and the Company), he will be entitled to: (i) continued payment of his then-current base salary for a period of 18 months; (ii) payment of his target bonus for such 18 month period, paid in accordance with the Company’s standard payroll schedule; and (iii) subject to his timely election to continue benefits under the Consolidated Omnibus Business Reconciliation Act (“COBRA”), Company-paid COBRA continuation coverage until the earliest of (A) the 18-month anniversary of the termination date; (B) the date he is no longer eligible to receive COBRA coverage; and (C) the date on which he becomes eligible to receive substantially similar coverage from another employer. Receipt of severance benefits will be conditioned upon his execution of a general release of claims in a form acceptable to the Company. In the event that Mr. Terrani’s employment is terminated without cause or he resigns for good reason within 12 months following a change in control, 100% of his then-unvested equity awards shall immediately vest and become exercisable (as applicable). If, within 12 months following the closing of this offering, Mr. Terrani’s employment is terminated without cause or he resigns for good reason, he will receive 12 months of accelerated vesting on all then-unvested equity awards, in addition to the severance benefits described above. Upon any termination of employment other than by the Company for cause, Mr. Terrani will have 12 months following the date of termination to exercise any outstanding vested stock options, notwithstanding any shorter exercise period set forth in the applicable plan or any option agreement. In the event this offering does not close within 12 months of the anticipated offering date, as determined by the Board, any equity awards subject to an initial public offering-related vesting condition will automatically convert to time-based vesting on the same schedule, with the vesting commencement date adjusted to the original grant date.