As filed with the U.S. Securities and Exchange Commission on June 9, 2026.

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

_______________________________

AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________________

NUCLEA ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)

Not Applicable
(Translation of Registrant’s Name into English)

_______________________________

Unit 5 2425 Skymark Ave,
Mississauga, ON L4W 4Y6, Canada
Tel: (437)784-1600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

_______________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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, 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 number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

•        Public Offering Prospectus.    A prospectus to be used for the public offering of 5,555,556 Common Shares of the Registrant (the “Public Offering Prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

•        Resale Prospectus.    A prospectus to be used for the resale from time to time by the selling shareholders set forth therein of 2,817,294 Common Shares of the Registrant (the “Selling Shareholders”), as set forth in the resale prospectus (the “Resale Prospectus”).

The Resale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal differences:

•        they contain different outside and inside front covers and back covers;

•        they contain different “The Offering” sections in the Prospectus Summary section beginning on page Alt-1;

•        they contain different “Use of Proceeds” sections on page Alt-2;

•        the Resale Prospectus does not include a “Capitalization” section;

•        the Resale Prospectus does not include a “Dilution” section;

•        a Selling Shareholder section is included in the Resale Prospectus;

•        the Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Selling Shareholder Plan of Distribution section is inserted in the Resale Prospectus in its place; and

•        the Legal Matters section on page Alt-8 deletes the reference to counsel for the underwriter in the Resale Prospectus.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders. Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the initial public offering of Common Shares of Nuclea Energy Inc. pursuant to the Public Offering Prospectus.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

For investors outside the United States: neither we nor the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares and the distribution of this prospectus outside the United States.

Neither we, the Selling Shareholders nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Market and Industry Data

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well estimates by our management based on such data. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Trademarks, Service Marks, and Trade Names

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Presentation of Financial and Other Information

Our financial statements are presented in United States Dollar. Unless otherwise indicated, all references in this Prospectus to “CAD”, “CAD$” or “C$” are to Canadian dollars and all references to “U.S. dollars,” “US$,” “$” or “USD” are to United States dollars.

The following tables set forth the annual average exchange rate for the year ended June 30, 2025, and the year ended June 30, 2024, as well as for the six months ended December 31, 2025 and December 31, 2024, as supplied by the Bank of Canada. These exchange rates are expressed as one United States dollar converted into Canadian dollars.

The daily average exchange rate on June 8, 2026 as reported by the Bank of Canada for the conversion of USD into CAD was USD$1.00 equals CAD$1.3947.

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

Conventions Which Apply to this Prospectus

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

Other Companies, Organizations and Agencies

General

See also “Business — Technical Glossary” for additional industry-related defined terms.

RISK FACTORS

An investment in our securities is speculative and involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our Common Shares. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Industry and Business

We have incurred losses and have not generated any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate revenue, for the foreseeable future.

We have incurred operating losses since our inception; for the fiscal year ended June 30, 2025, we reported a net loss of $251,189, and for the period from August 24, 2023 until June 30, 2024, we reported a net loss of $1,475. For the six months ended December 31, 2025, we reported a net loss of $1,945,868, compared to a net loss of $83,657 for the six months ended December 31, 2024. As of December 31, 2025, we had cash of $3,230,952, total current assets of $4,200,704, total stockholders’ equity of $4,108,805 and an accumulated deficit of $2,198,532. We expect that operating losses and negative cash flows will increase in the coming years because of additional costs and expenses related to our research and development (which we refer to herein as R&D), business development activities and our status as a publicly traded company.

To date, we have not generated any revenue. We do not expect to generate any revenue unless and until we are able to commercialize our reactors and/or other lines of business. As we have incurred losses and experienced negative operating cash flows since our inception, and accordingly we have undertaken equity financing from investors to satisfy our funding needs, and we will consider applications for government grants; however, we may not raise adequate funding to offset our expenses and losses. Moreover, we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The magnitude of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate and grow revenue. We cannot predict the outcome of the actions to generate liquidity to fund our operations, whether such actions would generate the expected liquidity to fund our operations as currently planned or whether the costs of such actions will be available on reasonable terms or at all. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactors and to achieve commerciality for our reactors. Our prior losses and expected future losses have had and may continue to have adverse effects on our shareholders’ equity (deficit) and working capital and may lead to the failure of our business.

We are an early-stage company in an emerging market with an unproven business model, a new and unproven technology model, and a short operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of your investment.

We only have a limited operating history upon which to base an evaluation of our current and future business prospects. We were founded in 2023 and are currently in the process of developing our first product as more fully described in the “Business” section of this prospectus. We anticipate that it will take several years for us to commence generating meaningful revenues. Moreover, we will be required to make significant expenditures over the near and long term just to achieve any level of revenues. Over the next twelve months, we will continue to progress our development of advanced nuclear microreactors, in particular Morpheus, with estimated expenditures to be in excess of $20 million. This allocation comprises approximately 25% dedicated to supporting the expansion of our core technology’s functionality and value, including targeted product development, filing provisional utility patents from the initial tranches, and the establishment of an in-house research and development facility equipped for materials testing, design, and prototyping. An additional 35% is earmarked for strategic development and scaling of our business and operational footprint, including R&D collaborations with external industry partners on engineering initiatives and regulatory engagement as well as a third party validation process. The remaining 20% is allocated to the exploration of potential mergers and acquisitions, including, if consummated, the Moltex Asset Acquisition.

We estimate that our microreactor demonstration work will be conducted between 2027 and 2028, our microreactor licensing application will be processed between 2028 and 2030, and our microreactors will be launched between 2030 and 2031. Notwithstanding the foregoing, these outlined expenditures and the timelines are estimations only and are inherently subject to change due to certain factors, including adjustments in the microreactor development plan and uncertainties associated with the licensing approval process. Given that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines. There cannot be any assurances that we will reach the production stage when currently estimated, or at all.

Our limited operating history and early stage of our business makes an evaluation of our business and prospects very difficult. You must consider our business and prospects in light of the risks and difficulties we encounter as an early-stage company in the new and rapidly evolving market of the nuclear energy industry. These risks and difficulties include, but are not limited to, the following:

•        Obtaining the necessary permits and licenses can be a lengthy and complex process, subject to rigorous safety and environmental regulations. Delays or denials in obtaining these approvals can significantly impact a project’s timeline and cost.

•        Ensuring the safety of the reactor during operation and in case of accidents is paramount. Microreactors must be designed with robust safety features to prevent accidents, and emergency response plans must be in place to mitigate any potential incidents.

•        Security concerns, including the risk of theft or sabotage, need to be addressed through physical security measures and cybersecurity protocols.

•        Microreactor projects can be capital-intensive, and securing adequate financing can be a significant hurdle. Economic risks related to cost overruns, construction delays, or market uncertainties must be managed effectively.

•        The demand for microreactor-generated power may be uncertain, especially in the early stages of the business. Market fluctuations and changing energy policies can affect the profitability of the venture.

•        Microreactors rely on specialized components and materials, which may have limited availability or long lead times. Supply chain disruptions can impact project timelines and costs.

•        Addressing environmental concerns that may affect the industry, including radioactive waste management and minimizing environmental impact, is important for public acceptance. However, the Company does not and does not intend to own or operate nuclear facilities or handle, transport, store, or dispose of hazardous or radioactive materials.

•        Public perception of nuclear technology can be a challenge. Overcoming public skepticism or opposition and gaining social acceptance for

We may not be able to successfully address any of these risks or others. Failure to adequately do so could seriously harm our business and cause our operating results to suffer.

Our nuclear reactors are still at the development stage and have not been put into production yet. Developing, producing, and commercializing nuclear reactors is a complex and challenging endeavor due to various technical, regulatory, financial, and public perception obstacles, which may adversely and materially affect our business, financial condition and results of operation.

Our business plans will require us to raise substantial additional amounts of capital. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our shareholders. In addition, we may be unable to secure government grants as part of our funding strategy.

Our business plan will be very costly, and our future cash needs will far exceed the net proceeds that the Company will receive from this offering. To develop and implement our business as currently planned and described in this prospectus, we will need to raise substantial amounts of additional capital, potentially hundreds of millions of dollars. We expect that we will need to make substantial investments in research and development of our products

and technologies and other substantial investments before we can generate meaningful revenues. Moreover, our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen. In any case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. In addition, given the relatively early stage of our company, our future capital requirements are also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate. We will need to consummate this offering in order to complete our 18-Month Development Roadmap.

As a result, even following this offering, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. Such financing might not be available to us when needed or on terms that are acceptable, or at all. We will likely issue additional equity securities and may issue debt securities or otherwise incur debt in the future to fund our business plan. If we issue equity or convertible debt securities to raise additional funds, our existing shareholders will experience dilution, and the new equity (including preferred equity) or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing shareholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expense.

Our ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our planned business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

We may also seek to raise additional funds through collaborations and licensing arrangements. These arrangements, even if we are able to secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

Finally, we plan to apply for government funding in the form of grants or other funding from agencies such as the Innovation, Science and Economic Development Canada, Global Affairs Canada and Ontario Center for Innovation. We may not receive such funding for a variety of reasons, including the size of our company and the government’s assessment of our prospects. Even if we do receive such funding, the government could condition such funding on contractual provisions such as granting the government rights to our technology or products. Moreover, government funding is subject to at least annual Congressional appropriations, which may not be forthcoming. The federal budget process is complex — the budget justification and Presidential budget requests are often incomplete; Congress may appropriate different amounts than those requested; and the DOE has varying degrees of discretion to reprogram or transfer appropriated funds. Nonetheless, to the extent Presidential budget requests or DOE budget justifications result in a shift of Congressional appropriations away from SMR funding generally or projects we are developing specifically, those shifts could materially and adversely affect the amount of DOE funding available to us and our business. However, even if we were successful in meeting our government funding goals, we nonetheless will be required to obtain additional funding over and above our government funding sources.

As a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional capital when we need or want to, our operations and prospects could be negatively affected, and our business could fail.

The Morpheus Reactor is a first-of-a-kind design, and we may fail to validate its technical feasibility, scalability, or integration of key systems, which would prevent us from obtaining regulatory approval and commercializing the technology.

Our flagship product, the Morpheus Microreactor, is a first-of-a-kind design that incorporates novel features, including a high-temperature (500 – 600°C) lead-cooled, graphite-moderated core, passive natural convection cooling, and integration with high-efficiency Stirling engines. The technical feasibility of these systems has not yet been fully validated in an integrated configuration. In particular, we must demonstrate the long-term performance of structural and fuel materials in a high-temperature lead-coolant environment, confirm the reliability and stability of passive natural convection under all operating conditions, and validate the performance and durability of the Stirling engines when coupled to the reactor system.

In addition, the Morpheus design is intended to be scalable from approximately 3.5 MWe to 50 MWe to serve diverse customer needs. We must prove that the design can be adapted to different power levels without compromising safety, efficiency, or regulatory compliance. Achieving these validations will require extensive modeling, laboratory testing, and potentially prototype demonstrations, all of which are subject to technical uncertainties, cost overruns, and delays.

Failure to resolve any of these technical risks could prevent us from obtaining the necessary regulatory approvals from the Canadian Nuclear Safety Commission (“CNSC”), the U.S. Nuclear Regulatory Commission (“NRC”), or other international regulators. Without such approvals, we would be unable to commercialize the Morpheus Reactor, which would materially and adversely affect our business, financial condition, and prospects.

The failure of production and commercialization of nuclear micro reactors as planned will adversely and materially affect our business, financial condition, and result of operations.

We are in the process of developing the next-generation advanced nuclear microreactors, in particular, Morpheus, a lead-cooled, graphite moderated reactor. With this potential product, we seek to advance the development of next generation, portable, on-demand capable, advanced nuclear micro reactors. In collaboration with various nuclear engineering, research and laboratories in both the US and Canada, we believe our reactors will have the potential to bring change to the global energy landscape. Our goal is to commercially launch one of these products by 2030. If our plan to develop, manufacture or commercialize these products is delayed, suspended, interrupted, or cancelled for whatever reason, our business, financial condition, and results of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become worthless.

Our Morpheus Reactor requires 10% or 19.5% HALEU fuel, and the absence of a robust commercial supply chain for HALEU could prevent us from manufacturing and fueling our reactors.

The Morpheus Microreactor is designed to operate using high-assay low-enriched uranium (“HALEU”) fuel enriched to approximately 10% or 19.5%. At present, there is no robust commercial supply chain for HALEU, and production is limited to a small number of government-authorized entities. The availability of HALEU is subject to significant constraints, including limited production capacity, regulatory controls, export restrictions, and geopolitical considerations.

Any failure to secure a reliable, long-term supply of HALEU at a predictable price would make it impossible for us to manufacture and fuel our reactors. Even if supply is available, price volatility or unfavorable contract terms could materially increase our costs and reduce the competitiveness of our product. Without assured access to HALEU, our business model would be non-viable, and our financial condition and prospects would be materially and adversely affected.

We may not complete the Moltex Asset Acquisition, and even if completed, the acquisition of these distressed assets may not yield anticipated benefits and could adversely affect our financial condition.

On December 17, 2025 we entered into an exclusivity agreement, pursuant to which we expect to acquire certain assets of Moltex Energy Limited (in administration) for a purchase price of £6,183,793 (CAD$11,500,000; US$8,500,000), and we have paid a non-refundable exclusivity fee of £268,861 (CAD$500,000; US$368,000). The Moltex Asset Acquisition remains subject to the negotiation and execution of a definitive sale and purchase agreement and the satisfaction of customary conditions precedent. There can be no assurance that we will successfully complete the Moltex Asset Acquisition on the terms currently contemplated, or at all. If we are unable to reach agreement on a definitive sale and purchase agreement before the current expiration of the exclusivity period on June 8, 2026, or any extension thereof, we will have paid the non-refundable exclusivity fee and the fees for the First Extension Agreement and the Second Extension Agreement, and potentially incurred significant transaction costs without completing the Moltex Asset Acquisition. Additionally, if the exclusivity period is extended beyond June 8, 2026, we may be required to provide additional funding to maintain the business and assets of Moltex Energy Limited during any further extension period, which could place unexpected demands on our capital resources.

The Moltex Asset Acquisition involves the purchase of assets from a company in administration, and such assets may be subject to claims, encumbrances, or other liabilities that could adversely affect their value or our ability to utilize them effectively. We may also be exposed to challenges or delays arising from the administration process itself,

including the need to obtain consents or approvals from the joint administrators, creditors, or, in certain circumstances, the English court, and there can be no assurance that such consents or approvals will be obtained on a timely basis or on acceptable terms. The joint administrators are required to act in the interests of creditors as a whole, which may not align with our commercial objectives and could result in changes to the scope, structure, or timing of the proposed transaction. Even if we successfully complete the Moltex Asset Acquisition, we may face significant challenges in integrating the acquired assets into our operations, and the assets may require substantial additional investment to become operational or commercially viable. The negotiation, due diligence, and integration activities associated with the Moltex Asset Acquisition require significant time and attention from our management team, which could divert resources from our existing operations and other strategic initiatives. We currently believe that the Moltex Asset Acquisition will not have any effect on the timeframes set forth in our 18-Month Development Roadmap. However, if we are unable to complete the Moltex Asset Acquisition, or if the Moltex Asset Acquisition does not yield the anticipated benefits, our business strategy, financial condition, and prospects could be materially and adversely affected.

Our “design led” manufacturing model depends on third-party suppliers, and any failure by these suppliers to meet our quality or delivery requirements could disrupt our ability to produce and deliver the Morpheus Reactor.

We intend to operate under a “design led” manufacturing model, relying on specialized third-party suppliers such as Framatome for the fabrication of reactor components. Our suppliers must meet stringent nuclear quality assurance (QA) standards, including without limitation, (i) NQA-1, the American Society of Mechanical Engineers Quality Assurance standard governing the design, fabrication, testing, and operation of nuclear facility components in the US, and (ii) CSA N286, the Canadian Standards Association’s quality assurance standard applicable to nuclear power plant systems and components in Canada.

The loss of a sole-source supplier for a critical component — such as our Qnergy Stirling engines — could require us to identify and qualify alternative suppliers, a process that may be costly, time-consuming, and subject to regulatory review. In addition, any failure by our suppliers to meet our quality standards or production schedules could halt our manufacturing operations, delay customer deliveries, and damage our reputation in the market. We have identified and confirmed the availability of the Qnergy Stirling engines, but other than the signing of a non-disclosure agreement, we have not yet entered into any contractual agreements with Qnergy to secure the supply of the engines. There can be no assurance that the Stirling engine will be available for acquisition when it is needed in our development process and we have no special relationship with Qnergy to ensure this availability. If the Stirling engine is not available when it is needed by us, we would need to find an analogous replacement, develop a replacement ourselves or re-engineer the reactor to adjust to a different type of engine.

Such disruptions could cause us to miss contractual deadlines, incur penalty costs, and lose future sales opportunities, particularly in the early stages of commercialization when establishing reliability is critical. Any such disruptions could materially adversely affect our ability to launch our product in 2030-2031 as currently projected.

If we experience significant fluctuations in our operating results and rate of growth and fail to meet revenue and earnings expectations, our stock price may fall rapidly and without advance notice.

Due to our limited operating history, our unproven and evolving business model and the unpredictability of our emerging industry, we may not be able to accurately forecast our rate of growth. We base our current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and investments are, to a large extent, not fixed and we expect that these expenses will increase in the future. We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

Our results of operations depend on both the growth of demand for the products and services we are going to offer in future and the general economic and business conditions throughout the world. A softening of demand for our products and services for any reason will harm our operating results. Terrorist attacks, armed hostilities and wars in the past created, and may in the future create economic and business uncertainty that may also adversely affect our results of operations.

Our revenue and operating results may also fluctuate due to other factors, including:

•        our ability of the design, developing, manufacturing and sales of smaller, cheaper, and safer advanced portable clean energy solutions, including nuclear reactors.

•        our ability to secure a consistent and economically viable source of HALEU fuel to supply the next generation of advanced nuclear reactors.

•        assumptions relating to the size of the market for our nuclear reactors.

•        unanticipated regulations of nuclear energy that add barriers to our business and have a negative effect on our operations.

•        our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.

•        new product and service introductions by our competitors.

•        technical difficulties or interruptions in our service.

•        general economic conditions in our geographic markets.

•        additional investment in our service or operations.

•        regulatory compliance costs.

As a result of these and other factors, we expect that our operating results may fluctuate significantly on a quarterly basis. We believe that period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.

Our business model depends entirely on successfully navigating the complex, lengthy, and expensive nuclear licensing process, and failure to obtain regulatory approvals would prevent commercialization of the Morpheus Reactor.

Our entire business model is predicated on obtaining regulatory approvals for the Morpheus Microreactor from both Canadian and U.S. nuclear regulators. In Canada, this includes completing the CNSC Vendor Design Review (“VDR”), and in the United States, obtaining a Standard Design Approval (“SDA”) from the NRC. These processes are complex, multi-stage, and require extensive technical documentation, safety analyses, and validation testing.

There is no guarantee that we will successfully complete either the VDR or the SDA. Regulators may determine that our design presents “fundamental barriers to licensing” that cannot be resolved without significant redesign, or may require additional, costly research and development to address technical or safety concerns. Even with recent initiatives to shorten review timelines (such as the NRC’s 18-month target for certain phases), regulatory reviews can be delayed for reasons outside our control, including changes in regulatory priorities, resource constraints at the agencies, or public opposition.

Any delay or failure in obtaining these approvals would postpone our commercialization timeline indefinitely, prevent us from generating revenue, and could exhaust our available capital. If we are unable to secure the necessary licenses, our business, financial condition, and prospects would be materially and adversely affected.

Our future operations in Canada will be subject to strict, no-fault nuclear liability under the Nuclear Liability and Compensation Act (Canada), and compliance with its mandatory financial security requirements may be costly.

Under the Nuclear Liability and Compensation Act, S.C. 2015, c. 4 (the “NLCA”), the operator of a nuclear installation is subject to absolute liability for nuclear damage arising from a nuclear incident, without the need to prove fault. For nuclear power reactors, the operator’s liability is limited to C$1 billion per nuclear incident, and the operator must maintain approved financial security (such as nuclear liability insurance) equal to this liability limit throughout the operational period of the facility. For other classes of nuclear installations, lower liability and financial-security limits apply as set by regulation. Nuclear liability insurance in Canada is limited in availability and expensive, and there can be no assurance that we will be able to obtain or maintain the required financial security on commercially reasonable terms, or at all. Failure to obtain or maintain such financial security would prevent us from obtaining or retaining the CNSC operating license necessary to operate nuclear facilities in Canada and would have a material adverse effect on our business, financial condition and results of operations.

Government budget delays, government debt ceiling limitations, or reductions in government spending could adversely impact government spending for the products and services we provide.

Because we operate in the energy sector, our business may be sensitive to changes in government spending and policy in both Canada and the United States. Reductions in federal government spending could adversely impact Canadian and U.S. government programs related to our products or services. While we believe our technology aligns with strategic priorities regarding energy security and clean energy, government spending on these programs is subject to negative publicity, political factors, and public scrutiny. The risk of future budget delays or reductions is uncertain, and spending cuts may be applied to government programs across the board, regardless of strategic alignment. Any reduction in federal government spending in Canada or the United States could adversely impact programs in which we provide (or intend to provide) products or services. In addition, these cuts could adversely affect the viability of suppliers and subcontractors critical to our operations.

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 our business.

Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and we may not be able to compete in these markets unless the benefits of the carbon-free, reliable and/or resilient energy generation are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States.

The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for SMRs has not yet been established. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers, assumed prices and production costs, our ability to leverage our current logistical and operational processes, 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, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

We face competition from other advanced nuclear developers, and competitors that achieve commercialization first may capture market share and limit our growth opportunities.

We compete with other advanced nuclear technology companies, including Terra Innovatum Global NV, Nano Nuclear Energy Inc, Oklo Inc, and Westinghouse Electric Corporation, among others. Some of these competitors may have greater financial resources, more advanced regulatory engagement, established manufacturing capabilities, or technological advantages such as the use of low-enriched uranium fuel, which may be easier to source than HALEU.

If a competitor achieves commercialization ahead of us, they may secure early customer contracts, establish exclusive supplier relationships, and capture significant market share in our target sectors. Such early-mover advantages could lock us out of key markets, reduce demand for our Morpheus Microreactor, and impair our ability to generate revenue. In addition, competitors’ marketing efforts, pricing strategies, and technology developments could make our products less competitive or obsolete.

If we are unable to establish a competitive position before these market dynamics take hold, we may face prolonged delays in customer adoption, reduced pricing power, and diminished long-term growth potential.

Certain of our executive officers, including our Chief Financial Officer, currently serve on an independent contractor basis, which may adversely affect the continuity and effectiveness of our management.

Rather than being employed on a full-time basis, certain of our executive officers, including our Chief Financial Officer, currently provide services to the Company as independent contractors. Given the rarity of nuclear science, operation and administration in the world, we need to be flexible in our hiring practices. Many of our consultants have other engagements and live in various places throughout North America and the world and will only engage with us on an independent contracting basis. While these arrangements provide flexibility at our current stage of development,

they may limit the amount of time certain officers are able to dedicate exclusively to our business, they could result in delays or gaps due to the unavailability of a consultant due to other conflicting commitments, and they may increase the risk of management turnover or reduced continuity of leadership.

Certain of our officers may have other professional commitments outside the Company, which could from time to time limit the amount of time and attention they are able to devote to our business, particularly during periods of increased operational or strategic activity. Their divided focus could lead to delays in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, which could adversely affect the overall effectiveness of our management team.

The loss of, or a significant reduction in the involvement of, one or more members of our senior management team (whether they are employees or independent contractors) could adversely affect our ability to execute our business strategy, manage operations effectively and achieve our development and financing objectives.

Our success depends on retaining a small, highly specialized management team, and the loss of key individuals could significantly impair our ability to execute our business plan.

We rely heavily on the expertise of our core management team, which includes individuals with unique technical and regulatory experience in advanced nuclear reactor design and licensing. In particular, the loss of Mr. Josef Freundorfer, our Chief Executive Officer, Ms. Anna Skowron, our Chief Financial Officer, Dr. Eleodor Nichita, our Head of Reactor Design, or Amin Patel, our Head of Licensing, would be a material adverse event for the Company, as their specialized knowledge and industry relationships are difficult — if not impossible — to replace. Because our team is small, the departure of even one key member could disrupt ongoing design work, delay regulatory submissions, and weaken our ability to respond to technical or licensing challenges. Such a loss could force us to slow or suspend critical development activities while we attempt to recruit and onboard qualified replacements, increasing costs and jeopardizing our ability to meet commercialization timelines.

Mr. Freundorfer initially served as a part time consultant to the Company but as of December 19, 2025 became our full time CEO, in the capacity of a consultant. His consulting agreement was dated December 19, 2025. On June 1, 2026, Mr. Freundorfer became a full time employee of the Company, and the parties executed an employment agreement (which replaced his then current consulting agreement) as of such date.

Ms. Skowron is our Chief Financial Officer, and a part time consultant who devotes approximately 20 hours per week in that capacity. Her consulting agreement (with her personal service company NxtEra Consulting Ltd.), was signed on December 9, 2025 and amended on February 28, 2026. With respect to Ms. Skowron’s service as CFO, including the Company, her engagements are structured on a fractional basis pursuant her consulting agreement. She allocates approximately 20 hours per week to each principal engagement and is supported by a dedicated accounting and finance team, including senior accounting personnel. This structure enables her to fulfill her responsibilities effectively.

Dr. Eleodor Nichita is one of our co-founders, a shareholder and a part-time consultant who devotes approximately 15 hours per week in assisting us with reactor design and development. His consulting agreement (with his personal service company Irydyum Scientific Inc.) is dated February 25, 2026.

As of January 7, 2026 Amin Patel is a part time consultant who devotes approximately 20 hours per week in assisting us with the Canadian Licensing process.

Potential conflicts of interest among directors and officers could adversely affect our business.

Some of our directors and officers may have affiliations with other companies in the nuclear energy or broader energy sectors. These affiliations could create actual, potential, or perceived conflicts of interest that may impact our ability to make impartial and timely strategic decisions. Such conflicts could arise if overlapping business interests lead to competition or if dual roles result in competing demands on their time and focus. Additionally, there is a risk that proprietary information could be inadvertently disclosed or misused, even with confidentiality measures in place. While we have procedures to identify and manage conflicts of interest, these measures may not fully address all risks. Any failure to effectively mitigate such issues could harm our reputation, delay our operations, and adversely affect our financial performance.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations grow as planned, we likely will need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale our business as planned. If we are not able to achieve and maintain cost-competitiveness in the United States or elsewhere, our business could be materially and adversely affected.

We and our target customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our target customers and us.

Nuclear energy is closely tied to government policies and regulations due to its potential risks and benefits. Governments often play a central role in the approval, regulation, and funding of nuclear projects. Changes in political leadership or shifts in public sentiment can lead to shifts in nuclear energy policies, which can affect the viability and profitability of nuclear businesses. The regulatory framework for nuclear energy is stringent and subject to public scrutiny. Regulatory decisions can influence the cost, timeline, and feasibility of nuclear projects. Public concerns and political pressure can lead to tighter regulations or stricter enforcement of existing ones. Government policies and incentives, often influenced by public opinion and political considerations, can directly impact the growth and competitiveness of nuclear energy. Favorable policies such as subsidies, tax credits, or incentives for clean energy can attract more customers to the nuclear energy sector.

In addition, public perception of nuclear energy can range from positive to highly skeptical or negative, often influenced by historical events, accidents, and media coverage. Negative public sentiment can lead to protests, legal challenges, and public resistance to new nuclear projects, potentially delaying or preventing their development. Nuclear facilities often need to engage with local communities where they operate. Building and maintaining trust with these communities is crucial for obtaining social acceptance. Public opposition, fueled by concerns about safety or environmental impact, can hinder a company’s ability to establish a presence in a particular location. Public perception of nuclear safety and viability can also influence the willingness of investors and financial institutions to fund nuclear projects. Negative public sentiment can increase financing costs and make it more difficult to secure the necessary capital. However, public preferences for energy sources can influence the demand for nuclear energy. A positive perception of nuclear power as a clean and reliable energy source can boost its market appeal. Conversely, public concerns about nuclear safety and waste disposal can lead to decreased demand, impacting a nuclear company’s customer base. Additionally, public perception of a country’s nuclear industry can affect its ability to export nuclear technology, reactors, and fuel assemblies to international customers. International perceptions of safety and reliability play a role in export decisions.

As a result, the risks associated with nuclear energy materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which led to the shutdown of all German nuclear power plants as of April 15, 2023. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our target customers and our business.

Accidents involving nuclear power facilities, including but not limited to events similar to the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials could materially and adversely affect our target customers and the markets in which we operate and increase regulatory requirements and costs that could materially and adversely affect our business.

Our future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies, all of which could negatively impact our business and prospects. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed

or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous, which could materially and adversely affect our business and operations.

Risks Related to Our Intellectual Property

If we are unable to protect the intellectual property underlying the Morpheus Reactor, our ability to complete development and achieve commercialization could be materially harmed.

We rely on intellectual property protection including patent, trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit Nuclea Energy to gain or keep any competitive advantage. We believe the design of the Morpheus reactor reflects targeted improvements over certain aspects of the baseline “ZAN4e conceptual design” described in the 2023 white paper co-authored by our Dr. Eleodor Nichita (see footnote 3). The Morpheus Reactor is a first-of-a-kind design and represents the cornerstone of our business strategy. Its success is critical to our ability to establish a competitive position in the nuclear microreactor industry. While aspects of our technology are still in development, the Morpheus Microreactor incorporates novel features, including a high-temperature (500 – 600°C) lead-cooled, graphite-moderated core, passive natural convection cooling, and integration with high-efficiency Stirling engines. These features are supported by intellectual property that we have developed, including our fuel design (currently described in a U.S. provisional patent application), as well as related technology we maintain as trade secret and innovations we intend to develop as we refine and test the reactor’s design. Protecting and enforcing our intellectual property rights is essential to ensuring the commercial viability of the Morpheus Reactor and safeguarding our competitive advantage.

The Morpheus Reactor is still in development, and the technical feasibility of certain systems are not yet fully validated in an integrated configuration. As we continue development, we expect the intellectual property protecting the Morpheus Reactor to expand including in terms of trade secrets and future patent application filings. Any failure to secure, maintain, or enforce these rights could materially and adversely affect our competitive advantage as well as our ability to complete development, obtain regulatory approvals, and commercialize the Morpheus Reactor. Key risks include:

Challenges in Protecting Future Patents

Any patents that we may obtain in the future that relate to the fuel designs and/or other proprietary technologies underlying the Morpheus Reactor or its use may be subject to challenges, such as claims of invalidity or prior art, by third parties. Additionally, as we refine and test the reactor, we anticipate developing additional innovations that we may choose to pursue new patent filings that we may, or may not, receive patents in the jurisdictions in which we seek patent protection. If we fail to secure, maintain, or defend any of such future patents, our ability to protect the unique features of the Morpheus Reactor could be significantly compromised.

We cannot assure investors that our currently pending or future patent applications will result in granted patents, and we cannot predict how long it will take for such patent applications to be granted or whether the scope of such patent claims, if granted, will adequately protect the Morpheus Reactor from competitors. It is possible that, for any of our patents that may be granted in the future, competitors will design alternatives that do not infringe upon our patented technologies. Further, we cannot assure investors that other parties will not challenge any future patents granted to us or that courts or regulatory agencies will hold such future patents to be valid or enforceable. We cannot guarantee investors that we will be successful in defending challenges made against our future patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents, or to such patents being interpreted narrowly or otherwise in a manner adverse to our interests. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of these uncertainties. For these and other reasons, our intellectual property may not provide us with any competitive advantage.

In addition, publications of discoveries in scientific literature often lag behind the actual discoveries, patent applications in the United States and other jurisdictions remain confidential for a period after filing, and some remain so until issued. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our pending provisional patent application or future applications, or that we were the first to file for patent protection of such inventions. Further, we cannot guarantee that any patent office will agree that our technological improvements

over the baseline Zan4e design are patentable. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. There is no assurance that all potentially relevant prior art relating to our patent rights has been found, and such prior art could potentially invalidate claims in a pending application of any future patent, if granted.

Moreover, our development efforts may not develop additional proprietary technologies that are patentable. Further, while we may apply for patents covering aspects of our technology and uses thereof, as we deem appropriate, we may fail to apply for patents on important technologies and aspects in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions.

To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage against our competitors, our competitive position could be adversely affected, as could our business.

Uncertainty Around Future Intellectual Property Development

The novel features of the Morpheus Reactor rely on innovations that are in development. There is no guarantee that our current provisional patent application will be granted, that we will be able to secure meaningful patent protection for our future technologies in which we choose to seek patent protection or that such patents, if granted, will provide sufficient commercial protection. For example, we must convert our current provisional application number 63/845,685 into a non-provisional application or a PCT application within one year of its filing date (July 17, 2025). Limitations in patent protections could allow competitors to replicate or develop similar designs, reducing the Morpheus Reactor’s competitiveness.

Risk of Third-Party Infringement Claims

During the development and commercialization of the Morpheus Reactor, we may inadvertently use technologies that infringe on third-party intellectual property rights. Even if such claims are ultimately unfounded, they could result in costly litigation, delays in development, or the need to redesign critical systems, which could materially increase costs and impact timelines.

Dependence on Trade Secrets

In addition to any patents we may obtain in the future, we rely on trade secrets to protect certain proprietary aspects of the Morpheus Reactor. As further discussed below, the effectiveness of this protection depends on our ability to implement and enforce robust confidentiality measures, especially as we partner with contractors, collaborators, and regulatory bodies during development. Any unauthorized disclosure, theft, or misappropriation of our trade secrets could erode our competitive advantage.

Risks to IP Protection in Canada and the United States

As we plan to market the Morpheus Reactor in Canada and the United States, protecting our intellectual property in these key markets will be critical. However, there are inherent challenges in securing and enforcing intellectual property rights, even within these jurisdictions. Differences in patent examination standards and potential legal challenges, such as claims of invalidity or prior art, could limit the scope or enforceability of our potential patents. Additionally, unauthorized use or replication of our technologies in other international market could materially harm our competitive position and adversely affect our ability to commercialize the Morpheus Reactor.

The Morpheus Reactor is a represents a transformative opportunity for our business. However, failure to protect and enforce the intellectual property supporting this critical product, or to successfully address the technical, regulatory, and commercial challenges associated with its development, could prevent us from realizing its potential. Such outcomes would materially and adversely affect our business, financial condition, and prospects.

If we fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

We currently own the rights to the significant majority of our intellectual property, including our pending provisional utility patent application relating our Morpheus reactor. We may enter into license agreements in future for our business development. There is no assurance that we, as the licensee, will be able to obtain or renew, if at

all or in a timely manner, any of the license agreements upon its expiration. Failure to obtain or renew, or early termination of, any such agreement may materially and adversely affect our business, financial conditions and results of operations.

In addition to pursuing patents on our technology, we also rely upon trademarks, trade secrets, copyrights and unfair competition laws, as well as other contractual provisions, to protect our intellectual property and other proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. In addition, we take steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. We may be subject to claims that former employees or other third parties have an ownership interest in our patents or other intellectual property. We may be subject to ownership disputes in the future arising from, for example, conflicting obligations of consultants or others who are involved in developing our product candidates. As of the date of this prospectus, we are not subject to any such claims and we are not involved in any such ownership disputes. Although it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own, and we cannot be certain that our agreements with such parties will be upheld in the face of a potential challenge, or that they will not be breached, for which we may not have an adequate remedy. In addition, the laws of some countries may prohibit the contractual assignment of intellectual property prior to its creation. The assignment of intellectual property rights may not be self-executing or the assignment agreements may be breached, and litigation may be necessary to defend against these and other claims challenging inventorship or ownership.

Such agreements or provisions may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Notwithstanding any such agreements, there is no assurance that our current or former manufacturers or suppliers will not use and/or supply our competitors with our trade secrets, know-how or other proprietary information to which these parties gained access or generated from their relationship with us. This could lead to our competitors gaining access to patented or other proprietary information. Moreover, if a party to an agreement with us has an overlapping or conflicting obligation to a third party, our rights in and to certain intellectual property could be undermined. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time-consuming, the outcome would be unpredictable, and any remedy may be inadequate. In addition, courts outside the United States may be less willing to protect trade secrets.

We regard the protection of our trade secrets, licenses, trade dress, trademarks, patents and copyrights (if any, in future), domain names and other intellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary information, in part, by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our intellectual property or who had access to our proprietary information, nor can we be certain that our agreements will not be breached. Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming and could result in substantial costs and the outcome of such a claim is unpredictable. Further, the laws of certain foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights both in the United States and abroad. If we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

While we currently have only a single U.S. provisional application on file, the majority of our technology is maintained as trade secret. We balance the advantages of comprehensive development with the risk of potential delays in securing patent protection and continue to consult qualified intellectual property counsel so we can make informed decisions regarding the timing of patent filings and the overall protection strategy. Patent laws, and scope of coverage afforded by them, continue to be subject to change through the courts as well as legislative and policy changes.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain patent applications (including provisional applications) and issued patents. We may fail to take the necessary actions and to pay the applicable fees to obtain or maintain our patents in future. Non-compliance with these requirements can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to use our technologies and enter the market earlier than would otherwise have been the case.

We may seek to protect our brand through our trademarks and patents (to the extent obtained in the future) and domain names in an increasing number of jurisdictions in future, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every location.

Litigation or other administrative proceedings may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others as well as to defend claims challenging inventorship or ownership. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property or proprietary rights, our business may be harmed.

We rely on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable and may not be subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our current or future partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to its trade secrets.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.

We may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which may materially and adversely affect our business, financial condition, and results of operations.

Third parties may claim that the technology used in the operation of our business infringes upon their intellectual property rights. Although we have not in the past faced any litigation involving direct claims of infringement by us, the possibility of intellectual property claims against us increases as we continue to grow. Such claims, whether having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who

allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate.

Risks Related to Regulation and Compliance

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.

We are subject to new or changing Canadian federal, state, and local regulations, including laws relating to the design, developing, manufacturing, marketing, servicing, or sales of our nuclear-fuel related products. Such laws and regulations may require us to pause sales and modify our products, which could result in a material adverse effect on our ability to generate revenues (or any future revenues) and our financial condition generally. Such laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs. Failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if we are unable to modify our products to comply. Capital and operating expenses needed to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations. Any failure to comply with such laws or regulations could lead to withdrawal or recall of our products from the market.

Regulatory risk factors associated with our business also include our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications. Any regulatory delays, delays imposed as a result of regulatory inspections and changing regulatory requirements, may impede our planned actions to be implemented or completed, many of which may be out of our control. Any natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule our product development and production, could have an adverse impact on our business and financial condition.

We are subject to laws and regulations governing the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

In the U.S., Canada and possibly elsewhere, our operations will be subject to a variety of federal, state, local environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous, and radioactive materials and waste and remediation of releases of hazardous materials. Additionally, we are responsible for decommissioning of facilities where we conduct, or previously conducted, commercial, NRC-licensed, operations.

We may be liable if we fail to comply with federal, state, and local environmental, health and safety laws and regulations. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. This 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 the market for our products, 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.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business.

We are subject to the U.S. Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the Money Laundering Control Act 18 U.S.C. §§ 1956 and 1957, and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly

and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain internal accounting controls designed to prevent any such actions. We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities.

As we intend to conduct international cross-border business and expand our operations abroad, we may engage business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses and other regulatory approvals overseas. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. We cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we intend to expand our international business, our risks under these laws may increase.

Detecting, investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from our management. In addition, non-compliance with anti-corruption or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas are received or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, operating results and financial condition could be materially harmed.

If we fail to comply with the laws and regulations relating to the collection of sales tax and payment of income taxes in the various states in which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.

By engaging in business activities in the United States, we become subject to various state laws and regulations, including requirements to collect sales tax from our sales within those states, and the payment of income taxes on revenue generated from activities in those states. A successful assertion by one or more states that we were required to collect sales or other taxes or to pay income taxes where we did not could result in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which could harm our business.

We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and financial position.

We may be subject to claims, lawsuits, arbitration proceedings, government investigations and other legal, regulatory and administrative proceedings. The outcome of any such claims, investigations or proceedings cannot be predicted with any degree of certainty. In the ordinary course of business, we may in the future be the subject of various legal claims. Any such claims, investigations or proceedings against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources, and the resolution of any such claims, investigations or proceedings could result in substantial damages, settlement costs, fines or penalties that could adversely affect our business, financial condition or operating results or result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other remedies requiring a change in our business practices.

Further, under certain circumstances, we may have contractual or other legal obligations to indemnify and to incur legal expenses on behalf of investors, directors, officers, employees, or other third parties. Our business contractual and legal obligations related to indemnification and the coverage of legal expenses for investors, directors, officers, employees, and other third parties are critical components of our risk management and corporate governance. These obligations are typically outlined in various agreements, contracts, and corporate articles.

In our company, the key aspects of indemnification will be included in our directors and officers (D&O) insurance, our corporate governing documents, and investor agreements and other relevant arrangements. Nuclear companies often purchase director and officer insurance policies to indemnify their directors and officers against personal liability for actions taken in their roles. These policies provide financial protection for individuals in the event of lawsuits, regulatory actions, or other legal proceedings related to their corporate duties. The corporate governing documents may include provisions that obligate our company to indemnify its directors, officers, and sometimes employees to the

extent allowed by law, with some conditions or limitations on indemnification as applicable. In cases where investors, such as venture capitalists or private equity firms, are involved, investment agreements may include indemnification clauses that protect the investors from certain liabilities related to their investment in our company. In our agreements with third parties, such as suppliers, partners, or service providers, indemnification provisions may also be included to specify who is responsible for indemnifying the other party in the event of specified breaches, disputes, or liabilities.

We may also be required to cover the legal expenses and other costs on behalf of individuals or third parties incurred during any applicable legal proceedings, which may divest our company’s resources and the management’s attention, thus materially and adversely affect our business, financial condition and results of operations and result in our inability to sustain our growth and expansion strategies.

General Risk Factors Associated with Our Company

We are highly dependent on our senior management team and other highly skilled personnel. If we are unable to attract, retain and maintain highly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business and results of operations would be harmed.

Our business and prospectus are highly dependent on the continued services of our senior management team, particularly Josef Freundorfer, our Chief Executive Officer, Sagar Sanghera, our President and Chairman of the Board and Eleodor Nichita, our Head of Reactor Design. Our senior management team has extensive experience in the energy industry, and we believe that their depth of experience is instrumental to our continued success. See “Management” for further details. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

In addition, our ability to execute our plans and grow our company will depend in large part on our ability to attract, motivate, develop, retain and maintain a sufficient number of other highly skilled personnel, including engineers, nuclear energy professionals, finance, marketing and sales personnel. Maintaining a diverse team of skilled personnel who can collectively address the technical, regulatory, financial, and operational aspects of our business, including but not limited to, nuclear engineers and scientists, regulatory and licensing experts, safety and security experts, quality control and assurance managers, environmental and waste management experts, and financial and legal professionals, is also essential to our business. Our goal is to build a well-rounded and experienced team with expertise in these areas to ensure the development, operation, and commercialization of our business, while ensuring safety, regulatory compliance, and long-term viability.

However, if we are unable to attract, retain, and maintain our senior management team and other highly skilled personnel, we may not be able to implement our business strategy, and our business, financial condition and results of operations may be adversely and materially affected. If any of our senior management team members were to terminate his or her employment with us, there can be no assurance that we would be able to find suitable replacements in a timely manner, at acceptable cost or at all. The loss of services of senior management team members or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.

Each of Mr. Sagar Sanghera, our President and Chairman of the Board, and Mr. Vinayak Ashok Gunda, has a significant influence over our company due to his ownership of a material percentage of our outstanding Common Shares. Also, their interests may not always be aligned with the interests of our other shareholders, which may lead to conflicts of interest that harm our company. In addition, if Mr. Sanghera and Mr. Gunda act together, they will control the management and affairs of the company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions.

As of the date of this prospectus, each of Mr. Sagar Sanghera, our President and Chairman of the Board, and Mr. Vinayak Ashok Gunda, beneficially owns an aggregate of approximately 29.6% of our Common Shares and each is expected to own approximately 25.4% our Common Shares upon the completion of this offering assuming no exercise of the Underwriter’s over-allotment option. Due to his ownership of a material percentage of our outstanding Common Shares, Mr. Sanghera and/or Mr. Gunda could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Without the consent of Mr. Sanghera and Mr. Gunda, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. Moreover,

our interests and the interests of these shareholders may not always be aligned, which could create conflicts of interest for them and may not be resolved in favor of all of our shareholders or may otherwise harm our company. In addition, if Mr. Sanghera and Mr. Gunda act together, they will control the management and affairs of the company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Please note, however, that Mr. Sanghera and Mr. Gunda have not entered into any voting or similar agreement and each of them will act on shareholder voting matters with full personal discretion. For more information regarding Mr. Sanghera’s and Mr. Gunda ownership of our company, see “Principal Shareholders”.

Failure to establish and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Prior to the completion of this offering, we have been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. As a private company, we have not yet designed nor maintained an effective control environment as required of public companies under the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Specifically, we lack a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties.

Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.

Proper system of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public company. We may be unable to effectively establish such system, especially in light of the fact that we expect to operate as a publicly reporting company. This would leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

Moreover, we do not expect that disclosure control or internal control over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in the control system, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control system to prevent error or fraud could materially adversely impact us.

Our ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting system. These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources.

We expect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting system. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results. Additionally, rapid growth in our business may place a strain on our human and capital resources. Furthermore, we expect to continue to conduct our business internationally and anticipate increased business operations in the United States, Asia, and Europe. Asia and Europe are obvious destinations to launch manufacturing operations given the high demand for clean technologies, developed technical workforce, and strong manufacturing bases with nuclear experience. We will also be targeting developing countries that could benefit from the introduction of mobile, remote, power sources able to unlock a lot of economic resources. These diversified, global operations place increased demands on our limited resources and require us to

substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which may adversely affect our business, financial condition and results of operations.

We will incur significantly increased costs as a result of, and devote substantial management time to operating as, a public company.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, including those under section 16 of the Exchange Act starting from March 18, 2026, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and operating results. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and will need to establish an internal audit function. We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS Act we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are just beginning the process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In that regard, we currently do not have an internal audit function, and we will need to hire or contract for additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act, and we also will be subject to section 16(a) of the Exchange Act, which requires insiders to file public reports of their stock ownership. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

As a Canada company listed on the NYSE, we are subject to the NYSE corporate governance listing standards. However, the NYSE rules permit a foreign private issuer such as us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Canada, which is our home country, may differ significantly from the NYSE corporate governance listing standards. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the NYSE corporate governance listing standards applicable to U.S. domestic issuers.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Common Shares are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the NYSE listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Common Shares less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our listing; (2) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.

We cannot predict if investors will find our Common Shares less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares, and our stock price may be more volatile.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on short duration historical experience and on various other

assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses. Significant estimates and judgments involve: legal contingencies; valuation of our Common Shares and equity awards; and income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Common Shares.

It may be difficult to enforce U.S. judgments and effect service of process against us or our management, as our operations and management are located outside the United States.

We are incorporated and headquartered in British Columbia, Canada, and our management and operations are primarily located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or our directors and officers, or to enforce judgments obtained in U.S. courts against us or them under U.S. securities laws.

In addition, because a significant portion of our assets and the assets of our directors and officers are located outside the United States, any judgment obtained in the United States against us or our management may need to be enforced in foreign courts. Except for Subhash Paluru who is a U.S. citizen and resident, each of our directors and executive officers is a citizen and a resident of Canada. The process of enforcing legal rights in foreign jurisdictions, including Canada, may be more costly, time-consuming, and uncertain than in the United States. Canadian courts may not permit lawsuits based on certain liabilities or violations of U.S. securities laws and may not enforce certain judgments obtained in U.S. courts, including those predicated solely upon civil liability provisions of U.S. securities laws.

As a result, U.S. investors may have limited legal recourse against us or our management in the event of disputes or claims under U.S. securities laws, which could materially and adversely affect your ability to protect your investment.

Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.

We currently do not have director & officer liability insurance for our officers and certain directors. We do not carry any key-man life insurance, business liability and other professional liability insurance. We have not purchased any property insurance or business interruption insurance. Even if we purchase these kinds of insurance, the insurance may not fully protect us from the financial impact of defending against product liability or professional liability claims that may occur in future. As we are still at the development stage and we have not produced any products yet, we have determined that our current insurance coverage is sufficient for our business operations at this time. However, the regulatory authorities may require us to purchase additional insurance to operate our business. If we fail to obtain the insurance as required by law or regulation, or if we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our business and results of operations could be materially and adversely affected.

We may pursue strategic acquisitions to accelerate our growth. These potential acquisitions may not be successful. We may not be able to successfully integrate future acquisitions or generate sufficient revenues from future acquisitions, which could cause our business to suffer.

If we buy a company or a division of a company, there can be no assurance that we will be able to profitably manage such business or successfully integrate such business without substantial costs, delays or other operational or financial problems. There can be no assurance that the businesses we acquire in the future will achieve anticipated revenues and earnings. Additionally:

•        the key personnel of the acquired business may decide not to work for us;

•        changes in management at an acquired business may impair its relationships with employees and customers;

•        we may be unable to maintain uniform standards, controls, procedures and policies among acquired businesses;

•        we may be unable to successfully implement infrastructure, logistics and system integration;

•        we may be held liable for legal claims (including environmental claims) arising out of activities of the acquired businesses prior to our acquisitions, some of which we may not have discovered during our due diligence, and we may not have indemnification claims available to us or we may not be able to realize on any indemnification claims with respect to those legal claims;

•        we will assume risks associated with deficiencies in the internal control of acquired businesses;

•        we may not be able to realize the cost savings or other financial benefits we anticipated; and

•        our ongoing business may be disrupted or receive insufficient management attention.

Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in additional goodwill, it will reduce our tangible net worth, which might have an adverse effect on our credit and bonding capacity.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Common Shares.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “United States Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of our business or information system resulting from these events could adversely affect our operating results.

We are vulnerable to damage from catastrophic events, such as natural disasters, power loss, and similar unforeseen events beyond our control. The global pandemics or fear of spread of contagious diseases, such as COVID-19, Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, as well the catastrophic events could disrupt our business operations, reduce or restrict our supply of products and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may adversely affect our operation results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

We cannot assure you that we are adequately protected from the effects of earthquakes, fire, floods, typhoons, earthquakes, global pandemics, power loss, telecommunications failures, break-ins, war, riots, network security breaches, computer viruses terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our internet system as well as adversely affect our business, financial condition, and results of operations.

If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters, damaged critical infrastructure, or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. The disaster recovery and business continuity plans we have in place are unlikely to provide adequate protection in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business.

Risks Related to Our Securities and this Offering

No active trading market for our Common Shares currently exists, and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has not been an active trading market for our Common Shares. If an active trading market for our Common Shares does not develop following this offering, you may not be able to sell your shares quickly or at the market price. Our ability to raise capital to continue to fund operations by selling our Common Shares and our ability to acquire other companies or technologies by using our Common Shares as consideration may also be impaired.

The trading price of our Common Shares may be volatile, and you could lose all or part of your investment.

Prior to this offering, there has been no public market for shares of Common Shares. The initial public offering price of our Common Shares was determined through negotiations between us and the Underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell our Common Shares following this offering. In addition, the trading price of our Common Shares following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Common Shares as you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our Common Shares include the following:

•        price and volume fluctuations in the overall stock market from time to time;

•        volatility in the trading prices and trading volumes of transportation stocks;

•        changes in operating performance and stock market valuations of other transportation companies generally, or those in our industry in particular;

•        sales of our Common Shares by us or our shareholders;

•        failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•        the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

•        announcements by us or our competitors of new products, features, or services;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

•        rumors and market speculation involving us or other companies in our industry;

•        actual or anticipated changes in our results of operations or fluctuations in our results of operations;

•        actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•        litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

•        developments or disputes concerning our intellectual property or other proprietary rights;

•        announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;

•        new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•        changes in accounting standards, policies, guidelines, interpretations or principles;

•        any significant change in our management; and

•        general economic conditions and slow or negative growth of our markets.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our Common Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Common Shares shortly following this offering. If the market price of our Common Shares after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Common Shares.

In addition to the risks addressed above in “Risks Relating to Our Securities and this Offering — The trading price of our Common Shares may be volatile, and you could lose all or part of your investment,” our Common Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Common Shares, which may cause the price of our Common Shares to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Common Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Common Shares. In addition, investors of our Common Shares may experience losses, which may be material, if the price of our Common Shares declines after this offering or if such investors purchase our Common Shares prior to any price decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

The offering price of the primary offering and resale offering could differ.

The offering price of the primary offering (the initial public offering) has been determined by negotiations between the Company and the Underwriter based upon several factors, including our prospects and the history and prospects for the industry in which we compete; an assessment of our management; our prospects for future revenue

and earnings; the recent prices of, and demand for, shares sold by us prior to this offering; the general condition of the securities markets at the time of this offering; the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and other factors deemed relevant by us and the Underwriter. The offering price in the primary offering bears no relationship to our assets, earnings or book value, or any other objective standard of value. Additionally, the estimated offering price in the primary offering of $9.00 per share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of the Public Offering Prospectus) is substantially higher than the prices at which the Selling Shareholders acquired their shares.

Future sales of our Common Shares or securities convertible into our Common Shares may depress our stock price.

Sales of substantial amounts of our Common Shares in the public market after the completion of this Offering and from the sale of shares held by the Selling Shareholders through the Resale Prospectus, or the perception that these sales could occur, could adversely affect the market price of our Common Shares and could materially impair our ability to raise capital through equity offerings in the future.

The Common Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and the applicable lock-up agreements (some of which contain leak-out provisions). See sections titled “Shares Eligible for Future Sale” and “Underwriting” for more information. Following the consummation of this offering, there will be 40,141,508 Common Shares outstanding immediately after this offering assuming full exercise of the Underwriters’ over-allotment option, and 39,308,175 Common Shares assuming no exercise of the Underwriters’ over-allotment option.

Each of our directors, executive officers and 10%+ shareholders, who hold an aggregate of 22,222,220 Common Shares, is expected, prior to the closing of this Offering, to sign a lock-up agreement for a duration of 180 days. These lock-up agreements will have no leak-out provisions. Holders of between 3% and 10% of our Common Shares, who hold an aggregate of 6,074,459 Common Shares, are expected, prior to the closing of this Offering, to sign lock up agreements, also for a duration of 180 days. The lock-up agreements which are to be signed by these shareholders contain leak-out provisions which are described in the section “Underwriting — Lock Up Agreements”. Lastly, our Selling Shareholders, who hold an aggregate of 2,817,294 Common Shares, have already signed lock-up agreements as part of their initial subscription. These agreements lock-up their shares for a period of 180 days, with leak-out provisions, as described in the section “Underwriting — Lock Up Agreements”. In aggregate holders of 31,113,973 of our Common Shares have entered into, or are expected to enter into, lock-up agreements, of which holders of 8,891,753 of our Common Shares have leak-out provisions.

The representative of the Underwriters may release these securities from lock-up restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. (or FINRA). We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholders or the availability of these securities for future sale will have on the market price of our Common Shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

The resale by the Selling Shareholders may cause the market price of our Common Shares to decline.

The resale of our Common Shares by the Selling Shareholders in the resale offering could result in resales of our Common Shares by our other shareholders concerned about selling volume. The registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholders an aggregate of 2,817,294 Common Shares previously issued by us. The resale by such Selling Shareholders is subject to certain lock-up restrictions, which are more fully described in “Underwriting — Lock-Up Agreements.” Once these lock-up restrictions are lifted, sales of a substantial number of our Common Shares by the Selling Shareholders at such time or times could cause the market price of our Common Shares to decrease (possibly below the initial public offering price of the Common Shares in this offering) and could impair our ability to raise capital in the future by selling additional Common Shares. In addition, the resale by the Selling Shareholders could have the effect of depressing the market price for our Common Shares. The Common Shares to be offered by us and all of the Common Shares offered by the Selling Shareholders will (subject to the aforementioned lock-up restrictions) be freely tradable without restriction or further registration under the Securities Act. Because these Selling Shareholders have paid a discounted price per Common Share than

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

•        changes in political, social, and economic conditions, the regulatory environment, and laws and regulations (and the interpretation thereof) in the jurisdictions where we conduct business or expect to conduct business, including Canada, the United States, and other markets where we plan to license, manufacture, and deploy our advanced nuclear microreactor technologies;

•        our ability to execute our 18-Month Development Roadmap and advance the Morpheus Microreactor (the “Morpheus Reactor”) from its current pre-conceptual stage to regulatory and commercial readiness;

•        the risk that we may be unable to realize our anticipated growth strategies, including the successful execution of our development roadmap, achievement of key regulatory and technical milestones, commercialization of the Morpheus Microreactor, and our expected internal growth;

•        changes in the availability and cost of professional staff and specialized talent required to operate our business and advance our technologies;

•        changes in customers’ preferences and needs, including demand for reliable, low-carbon, transportable energy solutions, advanced nuclear technologies, and long-cycle, passively safe microreactors;

•        changes in competitive conditions and our ability to compete under such conditions;

•        changes in our future capital needs and the availability of financing and capital to fund such needs;

•        changes in nuclear regulatory frameworks, including delays, uncertainties, or changes in requirements from the CNSC, the NRC, or other international regulators;

•        changes in public perception of nuclear energy and advanced nuclear technologies;

•        changes in currency exchange rates or interest rates;

•        projections of revenue, profits, earnings, capital structure and other financial items;

•        other factors beyond our control.

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, 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 qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately $45,500,000, after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us. These estimates are based upon an assumed initial Offering Price of $9.00 per Common Share, the midpoint of the estimated range of the initial public Offering Price shown on the front cover of this prospectus.

We plan to use the net proceeds of this Offering in the following order of priority:

The Company believes that whether or not it completes the Moltex Asset Acquisition, it will be able to fund the 18-Month Development Roadmap using its available cash and the proceeds of this offering, assuming no exercise of the over-allotment option.

The Company believes that the proceeds from this offering will be sufficient for all of the uses and purposes disclosed above, including for the funding of the Moltex Asset Acquisition if that transaction ultimately proceeds to completion. If, however, the net proceeds from this offering are insufficient to fund all of the proposed uses, our management, in its broad discretion, may reallocate and reduce the amounts designated for such purposes, which may include (but nor must include) reducing allocations on a pro rata basis or otherwise prioritizing particular uses. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

A portion of the net proceeds from this Offering will be used to fund our operating losses and ongoing operating expenses. Based on our current operating plan, management estimates that the net proceeds from this Offering, together with existing cash on hand, will be sufficient to fund our planned operations for at least the next eighteen months following the completion of this Offering. However, our actual cash requirements may vary depending on the timing and extent of our research and development activities, regulatory engagement, and other business initiatives.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

CAPITALIZATION

The following table sets forth our equity capitalization as of December 31, 2025:

•        on an actual basis

•        on a pro forma as adjusted basis, after giving effect to the issuance of Common Shares to consultants on January 26, 2026; and

•        on a pro forma as further adjusted basis to reflect the foregoing and also the issuance and sale of 5,555,556 Common Shares in this Offering at an assumed public offering price of $9.00 per Common Share, after deducting underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us

You should read the table below together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of December 31, 2025 (USD)

Footnotes

(A) January 26, 2026 Consultant Share Issuance

On January 26, 2026, the Company issued 3,250,000 Common Shares at $1.40 per share to consultants. The aggregate value of $4,550,000 was recognized as share-based compensation. This adjustment increases Common Shares by $4,550,000, with a corresponding charge to accumulated deficit, and increases the number of Common Shares outstanding from 30,502,619 to 33,752,619.

(B) Offering Adjustment

The pro forma as further adjusted column reflects the issuance of 5,555,556 Common Shares in this Offering at an assumed public offering price of $9.00 per Common Share.

The Company expects to receive net proceeds of approximately $45.5 million, after deducting underwriting discounts of $3 million, a non-accountable expense allowance of $500,000, and estimated offering expenses of $1 million.

Net proceeds will increase cash and Common Shares within stockholders’ equity, net of underwriting discounts, the non-accountable expense allowance and estimated offering expenses.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Summary of Financial Information” and our audited financial statements and related notes, each included elsewhere in this prospectus. Data as of and for the year ended June 30, 2025 and for the period from August 24, 2023 (inception) to June 30, 2024 has been derived from our audited financial statements appearing at the end of this prospectus. Data as of and for the six months ended December 31, 2025 and 2024 has been derived from our unaudited financial statements appearing at the end of this prospectus. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

Overview

We are a pre-revenue, development-stage company. Our principal activities currently are focused on the technological development of our potential future products, and more specifically, on executing our 18-Month Development Roadmap (detailed in “Business — Our Strategies and Future Plans — Strategic Roadmap and Milestones” below), which is designed to advance our Morpheus Micro Reactor from its current pre-conceptual stage to regulatory and commercial readiness.

Since our inception on August 24, 2023, we have not generated any revenue. We incurred significant operating losses and had an accumulated deficit of $252,664 as of June 30, 2025. Net cash used in operating activities was $46,949 for the year ended June 30, 2025. As of December 31, 2025, we had cash of $3,230,952, an accumulated deficit of $2,198,532 and total stockholders’ equity of $4,108,805. Net cash used in operating activities for the six months ended December 31, 2025 was $987,203. Cash flows from financing activities provided $4,147,211 during the six months ended December 31, 2025, primarily from the issuance of common shares for cash and proceeds from convertible notes.

Factors and Trends Affecting Our Business and Results of Operations

Our Ability to Develop Our Microreactor

The Company’s main product, currently under development, is the Morpheus Microreactor. Morpheus is designed to be a transportable, factory fabricated, sealed core nuclear reactor designed for sale to qualified customers. It is engineered as a scalable platform, with configurations ranging from 3.5 MWe to 50 MWe, to serve a wide array of customer needs. The reactor is designed to fit within a transportable container. The Morpheus design is based on the ZAN4e conceptual design, a lead cooled and graphite moderated thermal spectrum reactor and uses HALEU fuel. This unique combination of features is intended to maximize inherent passive safety, minimize operational complexity, and ensure robust performance in extreme cold-weather environments, such as the Canadian Arctic. Our goal is to commercially launch one of these microreactors by 2030. The success of this endeavor will be dependent on our ability to effectively advance our microreactor design through the licensing process.

Regulatory Approvals

Our primary regulatory path and first market is in Canada, regulated by the CNSC. Our strategy is to obtain a Vendor Design Review (VDR) approval for our standard design, which provides a pre-vetted technical baseline that our customers can then reference in their site-specific applications.

Vendor Design Review (VDR): This is an optional, three-phase pre-licensing process (per REGDOC-3.5.4) where the CNSC reviews our standard Morpheus design for its compliance with Canadian requirements.

•        Phase 1 (Concept Assessment):    This phase confirms our understanding of and alignment with key Canadian regulatory requirements (e.g., REGDOC-2.5.2, “Design of Reactor Facilities”). Our VDR-0 submission (planned for Month 6-12) formally initiates this phase.

•        Phase 2 (Detailed Review):    This is the most critical and technically intensive stage. The CNSC will conduct a deep technical review to identify any “fundamental barriers to licensing.” To be successful, we must provide comprehensive, independent validation of our passive safety systems, reactor physics,

and long-term materials performance. Our entire R&D and partnership program is designed to generate the objective evidence required for this phase. This includes our work with Ontario Tech University on reactor dynamics modeling, Canadian Nuclear Laboratories (CNL) on long-term materials corrosion, and Kinectrics Inc. on coolant purity and radiological hazard reduction.

•        Phase 3 (Confirmatory Assessment):    This final phase follows the completion of our prototype testing and is intended to resolve any outstanding items or confirm findings from the previous phases.

Customer Licensing: A successful VDR is not a license to operate. It is a pre-qualification of our design. Our customer (the owner) must still apply for a series of site-specific licenses: (1) License to Prepare Site, (2) License to Construct, (3) License to Operate, and (4) License to Decommission. Our VDR approval is designed to drastically simplify and de-risk this process for them, reducing their project timelines and financing costs.

U.S. Nuclear Safety Regulation (NRC)

To access the large U.S. market, we recently formed a U.S.-based subsidiary, Nuclea Energy USA Inc., with the goal of obtaining a Standard Design Approval (SDA) from the NRC.

Licensing Pathway: We intend to utilize the 10 CFR Part 52 licensing framework, which is structured for advanced reactors. An SDA certifies our standard design, which U.S. customers can then reference in their Combined License (COL) application.

Regulatory Engagement Plan (REP): we plan to submit an REP to the NRC to initiate pre-application activities. This is a crucial first step to gain early feedback on our lead-cooled design. A primary goal of the REP will be to engage the NRC on its technology-neutral, risk-informed, and graded approach for advanced reactors. We will use this engagement to demonstrate how the inherent passive safety of our lead-cooled reactor merits a more efficient and targeted review pathway.

Regulatory Tailwinds: We believe we are entering the market at a time of significant positive momentum for regulatory modernization. The new U.S. government policy targeting an 18-month review cycle for new reactors is a significant regulatory initiative. Historically, undefined and multi-year review timelines have been a major source of financial risk and uncertainty for nuclear developers. This initiative, if implemented, could dramatically reduce our timeline to the U.S. market, lower associated financial risks, and make our projects more attractive to investors and customers.

Results of Operations

We are an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Comparison of the Period Ended June 30, 2024 and the Year Ended June 30, 2025.

Revenue

We have not generated any revenue from our inception through June 30, 2025.

Expenses

Professional fees

We incurred $111,652 in professional fees during the year ended June 30, 2025 compared to none during the period from inception on August 24, 2023 until June 30, 2024 due to the fact that we didn’t begin any significant operations until after June 30, 2024.

Management fees

We incurred $90,343 in management fees during the year ended June 30, 2025 compared to none during the period from inception on August 24, 2023 until June 30, 2024 due to the fact that we didn’t begin any significant operations until after June 30, 2024.

General and Administrative Expense

G&A expenses include legal fees, professional fees paid for accounting, auditing, consulting services, advertising costs, and insurance costs. Following the IPO, we expect we will incur higher G&A expenses for public company costs such as compliance with the regulations of the SEC and the NYSE.

G&A expenses increased from $1,475 during the period from August 24, 2023 (inception) until June 30, 2024 to $13,560 during the year ended June 30, 2025; an increase of $12,085 due to an increase in operations and development of our Morpheus nuclear reactor design.

Net cash used in operating activities was $46,949 for the year ended June 30, 2025, reflecting the Company’s early-stage operating profile and increased IPO-readiness activity.

Comparison of the Six Months Ended December 31, 2025 and December 31, 2024.

Revenue

We did not generate any revenue during the six months ended December 31, 2025 or during the six months ended December 31, 2024.

Expenses

General and administrative expenses

General and administrative expenses were $45,165 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024. The increase reflects the expansion of our operating activities, including corporate, administrative and development-stage infrastructure as we advanced our business plan.

Consulting fees

Consulting fees were $1,170,853 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024. The increase was primarily attributable to stock-based compensation and advisory services related to capital markets support and strategic initiatives. Of this amount, $1,037,397 related to the amortization of the grant-date fair value of Common Shares issued to consultants on August 26, 2025, and $133,456 related to amortization of prepaid share-based compensation associated with prior-period equity awards. Although the full fair value of $1,503,000 associated with the August 26, 2025 Common Share issuance was recorded as an increase to share capital, only the portion attributable to services rendered through December 31, 2025 was recognized as consulting fee expense during the period, with the remaining unamortized balance recorded in prepaid expenses.

Depreciation expense

Depreciation expense was $323 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024. The increase was attributable to depreciation of computer equipment acquired and placed in service.

Management fees

Management fees were $63,787 for the six months ended December 31, 2025 compared to $45,631 for the six months ended December 31, 2024. The increase reflects the continued development of the Company’s management structure and operating activities.

Professional fees

Professional fees were $303,020 for the six months ended December 31, 2025 compared to $38,026 for the six months ended December 31, 2024. The increase was primarily due to higher legal, accounting, audit and advisory costs associated with expanded operations, financing activities and public company preparation.

Strategic transaction costs

Strategic transaction costs were $363,608 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024. These costs related primarily to a non-refundable exclusivity payment and related advisory and legal costs incurred in connection with the evaluation of a contemplated acquisition of certain assets of Moltex Energy Ltd.

Other income (expenses)

Interest income was $13 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024.

Foreign exchange gain was $875 for the six months ended December 31, 2025 compared to $Nil for the six months ended December 31, 2024.

Net loss

As a result of the foregoing, net loss was $1,945,868 for the six months ended December 31, 2025 compared to $83,657 for the six months ended December 31, 2024. The increase in net loss was primarily driven by higher consulting fees, professional fees, strategic transaction costs and the general expansion of operating activities.

Liquidity and Capital Resources

We currently do not have any material commitments to capital expenditures, however, our existing cash as of the date of this prospectus will not be sufficient to fund our current operating and R&D plans through at least the next eighteen months, from the date of this offering. We had approximately $99,311 in cash as of June 30, 2025 (compared to none as of June 30, 2024) and working capital of approximately $429,319 as of June 30, 2025 (compared to approximately $22 as of June 30, 2024). Subsequent to June 30, 2025, we received net proceeds of approximately $4 million from our bridge financing, which we closed during November 2025. We have a going concern disclosure on our financial statements, included in this prospectus.

Update for the Six Months Ended December 31, 2025

As of December 31, 2025, we had cash of $3,230,952, compared to $99,311 as of June 30, 2025. Total current assets were $4,200,704 as of December 31, 2025, compared to $617,520 as of June 30, 2025. Working capital was approximately $4,105,618 as of December 31, 2025, compared to approximately $429,319 as of June 30, 2025. The increase in liquidity and working capital was primarily attributable to net proceeds of approximately $4 million from our bridge financing.

However, the future development of our business towards ultimate commercialization of our products will require significant amounts of cash resources. Since we do not anticipate generating meaningful revenues for several years, we intend to finance our future cash requirements for capital expenditures, R&D and business development activities and general working capital through public or private equity or debt financings, third-party (including government) funding, or any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments, our existing stockholders could suffer significant dilution. Moreover, no assurances can be given that we will be able to raise required funding on favorable terms, if at all, and our inability to raise additional funding when needed could have a material adverse effect on our company and results of operations and could cause our business to fail.

Going Concern

As of December 31, 2025, the Company identified conditions and events that raised substantial doubt about its ability to continue as a going concern.

As part of issuing our condensed consolidated financial statements, we evaluated whether there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the twelve months after the date the financial statements are issued. Since inception, we have incurred significant operating losses, and have an accumulated deficit of approximately $2,198,532 and negative operating cash flow. Management expects that operating losses and negative cash flows may increase from the 2025 levels because of additional costs and expenses related to our R&D activities. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactor and to achieve commerciality for our reactors.

To date, we have not generated any revenue and do not expect to generate any revenue unless and until we are able to commercialize our reactors. We will require additional capital to develop our reactors and to fund operations for the foreseeable future, and we expect our costs to increase as we advance our reactors toward commercialization and incur additional costs associated with operating as a public company.

While we believe that the proceeds of the IPO and other financings completed subsequent to year end may be sufficient to support the development of our reactors in the near term, certain costs are not reasonably estimable at this time and we may require additional funding to execute our long-term development and commercialization plans.

We do not have sufficient working capital to meet our liabilities and commitments as they come due for at least the next eighteen months, after the date the condensed consolidated financial statements are issued. To achieve the Company’s long-term strategy, the Company expects to raise additional equity capital to support its growth.

Summary Statement of Cash Flows for the Year Ended June 2025 and the Period from Inception on August 24, 2023 to June 30, 2024.

The following table sets forth the primary sources and uses of cash for the periods presented below:

Cash Flows used in Operating Activities

Net cash used in operating activities for the year ended June 30, 2025 was $46,949, which reflected our net loss of $251,189, adjusted for non-cash items consisting of $425 of depreciation, $32,114 of shares issued for consulting services and $9,405 of options granted for consulting services, as well as changes in non-cash working capital consisting of an increase in prepaid expenses of $25,905 and an increase in accounts payable and accrued liabilities of $188,201.

Net cash used in operating activities for the period from August 24, 2023 to June 30, 2024 was $11, which reflected our net loss of $1,475, partially offset by a shareholder contribution of $1,464.

The increase in net cash used in operating activities during the year ended June 30, 2025 compared to the period from August 24, 2023 to June 30, 2024 was primarily due to the expansion of our operating activities, as we were not materially active prior to June 30, 2024. Any increase in our cash balance during the year ended June 30, 2025 was attributable to financing activities, not operating activities.

Cash Flows provided by Financing Activities

Net cash provided by financing activities for the year ended June 30, 2025 was $149,993, consisting of $150,008 from shares issued for cash, offset by $15 used for share repurchases.

Net cash provided by financing activities for the period from August 24, 2023 to June 30, 2024 was $22 and consisted entirely of shares issued for cash.

Commitments

The Company does not have any commitments and contingencies as of June 30, 2025, and 2024.

Off-Balance Sheet Arrangements

As of June 30, 2025, and 2024, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Summary Statement of Cash Flows for the Six Months Ended December 31, 2025 December 31, 2024

The following table sets forth the primary sources and uses of cash for the periods presented below:

Cash Flows used in Operating Activities

Net cash used in operating activities for the six months ended December 31, 2025 was $987,203, which reflected our net loss of $1,945,868, adjusted for non-cash items consisting primarily of $323 of depreciation and $1,037,397 related to shares issued for consulting services, as well as changes in non-cash working capital including a decrease in prepaid expenses of $33,164, an increase in sales taxes receivable of $19,104 and a decrease in accounts payable and accrued liabilities of $93,115.

Net cash used in operating activities for the six months ended December 31, 2024 was $3,384, which primarily reflected our net loss of $83,657, partially offset by an increase in accounts payable and accrued liabilities of $80,273.

The increase in net cash used in operating activities during the six months ended December 31, 2025 compared to the six months ended December 31, 2024 was primarily due to the expansion of our operating activities, increased consulting, professional and strategic advisory costs, and broader development-stage corporate activity. A substantial portion of the operating loss for the six months ended December 31, 2025 related to non-cash share-based compensation.

Cash Flows used in Investing Activities

Net cash used in investing activities for the six months ended December 31, 2025 was $2,355, consisting of $2,072 related to trademark registration costs and $283 related to the purchase of computer equipment. There were no investing activities during the six months ended December 31, 2024.

Cash Flows provided by Financing Activities

Net cash provided by financing activities for the six months ended December 31, 2025 was $4,147,211, consisting of $300,000 of proceeds from convertible notes and $3,994,211 from shares issued for cash, offset by $147,000 of share issuance costs.

There were no financing activities during the six months ended December 31, 2024.

Commitments

As of December 31, 2025, the Company has the following commitments:

During the six months ended December 31, 2025, the Company entered into an exclusivity agreement, dated December 17, 2025, to acquire certain assets of Moltex Energy Limited (in administration) for a purchase price of £6,183,793 (equivalent to CAD $11,500,000). In consideration for the exclusivity rights, the Company paid a non-refundable exclusivity fee of £268,861 (equivalent to CAD $500,000).

Under the terms of the agreement, Moltex Energy Limited (acting through its joint administrators) agreed to cease all third-party negotiations and to negotiate exclusively with the Company. The Company committed to use reasonable endeavors to complete due diligence and to finalize a definitive agreement prior to the expiry of the exclusivity period. The Company may also be required to provide additional funding to support the business and assets during the exclusivity period, if requested by the joint administrators.

During the six months ended December 31, 2025, the Company recognized $363,608 (CAD $500,000) of strategic transaction costs related primarily to the non-refundable exclusivity fee and related advisory and legal costs incurred in connection with this contemplated transaction. As no definitive sale and purchase agreement had been executed as of December 31, 2025 and no identifiable intangible asset had been acquired or controlled by the Company as of that date, such amounts were expensed as incurred.

In December 2025, the Company entered into a research collaboration agreement with Ontario Tech University with a total contractual value of CAD 42,000. Under the terms of the agreement, CAD 21,000 was payable upon execution of the agreement and the remaining CAD 21,000 is payable upon completion of the project.

As of December 31, 2025, CAD 21,000 (USD equivalent) had been accrued in accounts payable and accrued liabilities, and the remaining CAD 21,000 represents a contractual commitment of the Company.

The Company is not currently subject to any material legal proceedings, claims, or contingencies that, in the opinion of management, would require recognition or disclosure under U.S. GAAP.

Off-Balance Sheet Arrangements

As of December 31, 2025, we had not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The Company’s functional currency is the Canadian dollar (“CAD”) as it was incorporated in and primarily operates in Canada. The determination of functional currency was made in accordance with Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters, issued by the Financial Accounting Standards Board (“FASB”).

The Company’s reporting currency is the U.S. dollar (“USD”). For the purpose of presenting the financial statements in USD, the assets and liabilities of the Company’s CAD operations are translated at the exchange rate prevailing at the reporting date. Revenues and expenses are translated at average exchange rates for the reporting period. Resulting translation adjustments are included in other comprehensive income (loss) as a separate component of shareholders’ equity under “accumulated other comprehensive income (loss).”

All values presented are in USD unless otherwise denoted.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions are used for stock-based compensation, presented as consulting fees as of December 31, 2025. Actual results could differ from those estimates, and such difference may be material to the financial statements.

Stock-Based Compensation

The Company accounts for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, Compensation — Stock Compensation (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a three-level fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. In accordance with ASC 820, the Company has categorized the financial assets and liabilities based on the priority of the inputs to the valuation technique as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The Company’s financial instruments consist of cash, prepaid expenses, sales taxes receivable, accounts payable, and accrued liabilities, are carried at historical cost. As December 31, 2025 and June 30, 2025, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Emerging Growth Company (“EGC”) Accounting Election

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires enhanced disclosures regarding the nature and composition of certain expense categories presented in the statement of loss and comprehensive loss. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statement disclosures.

The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

D. Political and Regulatory Tailwinds

The United States and Canada have explicitly positioned advanced nuclear technologies as central to their respective energy security and climate strategies. Recent federal initiatives are reshaping the regulatory and financial environment for nuclear development:

1.      Accelerated Licensing Framework:    The U.S. Administration has directed the NRC to modernize and streamline reactor licensing, with a target review timeline of 18 months for new construction and operation applications. This marks a historic departure from legacy processes that could span a decade or more.

2.      Massive Capacity Expansion Targets:    In 2024, the U.S. Department of Energy announced a national goal to triple nuclear capacity to 300 GW by 2050, up from approximately 100 GW today. Achieving this goal will require deployment of hundreds of advanced reactors, including MMRs, across commercial, defense, and industrial applications.

3.      Strategic Market Priorities:    Federal policy now explicitly prioritizes nuclear energy for AI data centers, military bases, and industrial decarbonization, directly aligning with Nuclea’s target markets. The U.S. Department of Defense has committed to deploying multiple microreactors by the early 2030s, and the Department of Energy has announced strategic partnerships with the private sector to accelerate commercial demonstration projects.

4.      Cross-Border Collaboration:    The U.S.–Canada SMR Action Plan and Global First Movers Coalition further support joint licensing, export readiness, and supply-chain localization, enabling North American MMR developers to scale globally.

These combined policy tailwinds significantly de-risk the regulatory pathway for microreactor developers, validate end-market demand, and provide direct government support mechanisms through loan guarantees, production tax credits, and procurement programs.

BUSINESS

Overview

Nuclea Energy Inc. (“Nuclea” or the “Company”) is a company incorporated under the laws of British Columbia, Canada. We have two wholly owned subsidiaries: Nuclea Energy USA Inc., incorporated under the laws of the State of Delaware, on October 8, 2025, and formed to begin our planned engagement with the NRC; and Nuclea Energy Canada Inc., incorporated under the laws of British Columbia, Canada, on February 12, 2026, and formed to facilitate the potential Moltex Asset Acquisition.

We are a pre-revenue, development-stage company. Our principal activities currently are focused on the technological development of our potential future products, and more specifically, on executing our 18-Month Development Roadmap (see below), which is designed to advance our Morpheus Micro Nuclear Reactor from its current pre-conceptual stage to regulatory and commercial readiness.

Since our inception on August 24, 2023, we have not generated any revenue. We have incurred operating losses since our inception; for the fiscal year ended June 30, 2025, we reported a net loss of $251,189, and for the period from August 24, 2023 until June 30, 2024 we reported a net loss of $1,475. For the six months ended December 31, 2025, we reported a net loss of $1,945,868, compared to a net loss of $83,657 for the six months ended December 31, 2024.

Our Vision & Mission

Our vision is to power the future of remote community and industrial energy markets by systematically displacing high-cost, high-emission fossil fuels with passively safe, transportable, and economically competitive nuclear energy.

Our mission is to become a leading technology developer advanced micro nuclear reactors. As a technology company, we are committed to advancing clean, reliable and secure energy solutions for off-grid applications that power remote communities, data centres, mining sites and remote military infrastructure. Our goal is to bring our Morpheus micro reactor “Morpheus” or the “Morpheus Microreactor”) to a commercial readiness level by developing core elements and progressing the design through the licensing application in both Canada and the United States. Once we have reached the commercial stage, we will market and sell this reactor to vendors who require energy in off grid, remote settings, in data centres, mining sites, and to support remote military infrastructure, so that these entities can own and operate our reactor. We do not intend to operate any micro reactors (Vendor Owner Operator model), but instead we intend to allow the customer to operate and own the asset.

We believe this approach is distinct from the capital intensive Vendor Owner Operator model and represents the most scalable path to market. By remaining focused on our core technology rather than site development or plant operations, we align with the asset ownership preferences of our customers. We do not plan to develop nuclear energy sites or operate them, allowing us to dedicate our resources to designing and building superior hardware.

Our anticipated customer base is comprised of remote communities, mining sites, data centres and remote military sites1.

Our Core Product

The Company’s main product, currently under development, is the Morpheus Microreactor. Morpheus is designed to be a transportable, factory fabricated, sealed core nuclear reactor designed for sale to qualified customers. It is engineered as a scalable platform, with configurations ranging from 3.5 MWe to 50 MWe, to serve a wide array of customer needs2. The reactor is designed to fit within a transportable container.

Our goal is to commercially launch Morpheus by 2030-31.

The Morpheus design is based on the ZAN4e conceptual design, a lead cooled and graphite moderated thermal spectrum reactor, and uses HALEU fuel3. This unique combination of features is intended to maximize inherent passive safety, minimize operational complexity, and ensure robust performance in extreme cold-weather environments, such

____________

1        Canada Energy Regulator. (2022). Market snapshot: Off-grid communities in Canada and their reliance on diesel fuel. Government of Canada.

2        Nuclea Energy Inc. (2025, September). Nuclea Energy Investor Deck PowerPoint slides. Slide 10: Major Technical Parameters.

3        Crowell, J., & Nichita, E. (2023). Conceptual Design of a Micro Nuclear Reactor for Canadian Arctic Communities. Nuclear Technology, 209(4), 504–514.

as the Canadian Arctic. However, there are risks as to the availability of HALEU fuel. At present, there is no robust commercial supply chain for HALEU, and production is limited to a small number of government-authorized entities. The availability of HALEU is subject to significant constraints, including limited production capacity, regulatory controls, export restrictions, and geopolitical considerations. See “Risk Factors — Our Morpheus Reactor requires 10% HALEU fuel, and the absence of a robust commercial supply chain for HALEU could prevent us from manufacturing and fueling our reactors.”

Morpheus Reactor Rendering

Our Competitive Strengths

We believe Nuclea Energy has the potential to become a leader in the advanced nuclear market by capitalizing on the following key competitive strengths, if and when our Morpheus reactor becomes market ready.

Passive Safety for Arctic and Remote Environments

We believe that our core competitive advantage will be our selection of a lead cooled graphite moderated reactor, which is designed to provide passive safety, and we believe will make it well suited for deployment in remote and environmentally sensitive regions such as the Canadian Arctic. Lead-cooled reactors are uniquely suited for Arctic environments because their coolant remains liquid at extremely high temperatures. Their passive safety features and ability to operate without external water sources make them especially reliable in remote, cold, and infrastructure limited regions. We view these geographic areas as naturally complementary to the Morpheus offering.

The inherent physics of our reactor design forms the foundation of our safety case4

Excellent Coolant Thermal, Physical, and Chemical Properties:

Lead has excellent thermal, physical and chemical properties, which form the basis of the technological and safety advantages od our reactor design.

Lead has a very high boiling point (+1737°C), a low melting point (+327°C) and a very low vapor pressure (2.9×10-5 Pa at 400°C). Accident scenarios with boiling lead in the core are therefore considered to be highly unlikely.5

The volumetric heat capacity of liquid lead is high (~1.54 J/cm3/K). The high volumetric heat capacity combined with the inventory of coolant present in the primary circuit provides high thermal inertia, which contributes to the slowing of any transient related to loss of coolant mass flow or loss of heat sink.

Lead is relatively chemically inert (does not react exothermically) in contact with water or air6, thus reducing the risk of chemical fires, explosions or hydrogen generation seen in other reactor types. The absence of a steam generator also eliminates the risk of a steam generator tube rupture (SGTR) event (accompanied by hot-lead-water interaction with steam production) present in other lead-cooled designs.

____________

4        Pioro, I. (Ed.). (2023). Handbook of Generation IV Nuclear Reactors (2nd ed.). Woodhead Publishing. https://www.sciencedirect.com/book/9780128205884/handbook-of-generation-iv-nuclear-reactors

5        LFR Provisional System Steering Committee (endorsed by The Risk and Safety Working Group of the Generation IV International Forum), “Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System” (2021).

6        LFR Provisional System Steering Committee (endorsed by The Risk and Safety Working Group of the Generation IV International Forum), “Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System” (2021).

Natural Convection:

Liquid lead has a large volumetric expansion coefficient (1.2×10-4 K-1) and the possibility to operate in a large range of temperatures, typically a few hundred degrees, without boiling. Natural circulation is therefore used, also thanks to the simple flow path design and due to neutronic characteristics of lead that allow larger distance between fuel pins and lower coolant velocities, together resulting in low pressure drops.7

Inherent Passive-Safety Features:

Unlike water cooled reactors, our lead-cooled reactor operates at near atmospheric pressure. This eliminates the need for a pressure vessel and high-pressure primary coolant circuit, which are drivers of cost, complexity, and failure risk in conventional designs.

Coolant leakage or pipe break does not lead to the type of loss of coolant accident experienced in an LWR with depressurization, coolant boiling and the loss of cooling capability. Therefore, emergency core cooling systems for coolant injection under high- and low-pressure conditions, as used in the LWR, are not necessary.8

In a loss-of-power event, our reactor is able to cool itself indefinitely through natural convection, creating a “walk-away safe” system that does not rely on active pumps or human intervention.

Fission-Product Retention:    In the event of a fuel failure or accident, lead has good capacity for retaining iodine, cesium and other fission and activation products of concern, thus reducing the source term in containment and the release of radionuclides. For example, volatilized fractions9 at 700°C for 137Cs, 90Sr, and 131I are 1.1×10-6, 5.1×10-14 and 3.7×10-6, respectively. Consequently, requirements for emergency planning zones and emergency evacuation plans are also expected to be reduced.

Low 210Po Production:

The rate of 210Po production in pure lead is very low, typically several orders of magnitude lower, compared to Lead-Bismuth Eutectic (LBE)10. To further improve this, we are intending to pursue a dedicated research program with Kinectrics Inc. to develop a method for enriching our lead coolant, specifically to remove the 208Pb isotope which transmutes into 210Po. This is designed to significantly reduce long-term radiological hazards from coolant activation, a key consideration for regulators and end users.

Inherent Radiation Shielding:    Lead is an excellent shielding material, simplifying the reactor’s engineering and enhancing its radiological safety profile.

We are not just relying on the theoretical benefits of Lead cooled reactor technology; we plan to implement a comprehensive R&D program to validate key aspect of our safety case and have begun initial discussions with the Ontario Tech University to perform detailed calculations of our reactor’s dynamic parameters, including reactivity effects of temperature and coolant voiding11.

A Flexible, Capital-Efficient Model

We intend to operate as a technology integrator rather than a fully integrated manufacturer. We do not plan to manufacture the broader balance of plant infrastructure such as power conversion units, district heating exchangers, or heavy civil containment structures. Instead our manufacturing focus is strictly limited to the proprietary reactor core module. Specifically, we intend to oversee the design and fabrication of the vacuum sealed graphite vessel, the internal fuel channel assemblies, and the lead coolant integration systems. The Morpheus microreactor serves as the specialized thermal energy source that drives third party power generation hardware. We plan to leverage qualified

____________

7        LFR Provisional System Steering Committee (endorsed by The Risk and Safety Working Group of the Generation IV International Forum), “Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System” (2021)

8        LFR Provisional System Steering Committee (endorsed by The Risk and Safety Working Group of the Generation IV International Forum), “Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System” (2021).

9        Generation IV International Forum (GIF). (2021). Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System (Revision 1).

10      LFR Provisional System Steering Committee (endorsed by The Risk and Safety Working Group of the Generation IV International Forum), “Safety Design Criteria for Generation IV Lead-Cooled Fast Reactor System” (2021).

11      Nichita, E. (2025, May 29). Proposal for Technical Research on: Calculation of Dynamic Parameters of NUCLEA Energy’s Lead-Cooled Reactor Concept (r0). Ontario Tech University.

supply chains to provide standard components including the Stirling engines or steam turbines required for electricity generation. This approach is intended to reduce capital intensity and execution complexity while maintaining our control over the critical intellectual property and safety systems embedded within the reactor core.

This flexible model allows us to avoid the billions in capital expenditure typically associated with building new nuclear manufacturing facilities12. It enables us to be more agile, scalable, and resilient, focusing our resources on innovation and regulatory success.

A Regulatory-Focused Team

We benefit from our leadership, which blends visionary technology development with the pragmatic, disciplined execution required to successfully navigate the complex nuclear regulatory landscape. Our founding team of Sagar Sanghera, Vinayak Ashok Gunda, and Dr. Eleodor Nichita was formed to bridge the gap between innovation and commercialization.

Dr. Nichita, our technical co-founder and head of our primary R&D contractor Irydyum Scientific Inc., is the architect of our core technology and the author of our “Improved Annular Fuel/Lattice Configuration”.

5-Year Core Life

Our reactor is designed to operate for approximately five years before refueling. This advantage is enabled by our “Improved Annular Fuel/Lattice Configuration,” which we plan to validate with a third party laboratory as part of our development and engineering work on the Morpheus Reactor. We expect this validation process will begin approximately six months after the IPO, using a portion of the proceeds from this offering, and we expect that the validation process will be completed in approximately six months. Until we complete the third party validation, we cannot be certain of the anticipated benefits, but if, as we expect, our design is duly validated, we believe that the extended core life will be a fundamental competitive differentiator that directly addresses the primary cost and logistical drivers for our target customers. Our design, which, when fully developed, will utilize HALEU fuel, is engineered to achieve a higher fuel burnup and a more efficient neutron economy, allowing it to generate power for significantly longer than competing designs.

The benefits of a 5 year core life would be the following:

•        Improved Economics:    The 5 year life would reduce the reactor’s total cost of ownership. Refueling outages are one of the most significant operational expenses for a nuclear plant, and minimizing them changes the economic proposition.

•        Logistical Simplicity:    For remote and Arctic communities, refueling is a complex and costly logistical operation. A 5 year core life would allow for operators to significantly streamline operations13.

•        Enhanced Proliferation Resistance:    A sealed core with a multi-year life would enhance the safeguards, security, and non-proliferation profile of the reactor, which could simplify licensing and be helpful in increasing international acceptability.

We view the Morpheus microreactor as a long term energy infrastructure solution rather than a temporary power source. While a conventional fossil fuel generator typically requires continuous refueling logistics to maintain operation, our design is intended to operate for approximately 5 years on a single fuel load. In terms of magnitude, a single 3.5MWe to 50 MWe Morpheus unit is designed to support significant electrical loads. For perspective, a deployment at the lower end of our capacity range is capable of powering the essential infrastructure for a remote community or a mining operation, which typically requires approximately 9 MW of reliable power14 and often relies on millions of liters of diesel fuel. At the higher end of our capacity range, a unit is designed to support the energy intensive baseload requirements of hyperscale data centers, which can consume between 20 MW and 50 MW per facility15. This highlights the density of our energy yield, where a single uranium pellet the size of a fingertip contains the energy equivalent of approximately 149 gallons of oil or one ton of coal16.

____________

12      World Nuclear Association. (2024). Nuclear Power Economics and Project Structuring

13      Clean Energy for Rural and Remote Communities Program. (2023). Government of Canada initiatives to reduce diesel reliance in northern communities. Natural Resources Canada.

14      Knight Piésold Consulting. (2015). Renewable Energy for Mines.

15      ENCOR Advisors. (2025, October). What is a Hyperscale Data Center: Comprehensive Guide.

16      Nuclear Energy Institute. (2025). Nuclear Fuel.

Our Challenges

We are a young company seeking to develop and launch an integrated nuclear energy business. Our efforts face and will continue to face many significant challenges, as our business involves complex nuclear technology, regulatory hurdles, and rapidly shifting market dynamics. These challenges include, but are not limited to, the following:

•        Obtaining the necessary permits and licenses for nuclear reactors, facilities and transportation capabilities is time-consuming and expensive. Microreactors must meet stringent safety and environmental standards, and gaining regulatory approval can be a lengthy endeavor17. Additionally, ensuring the safety of a microreactor throughout its lifecycle is paramount. Developing, implementing, and maintaining robust safety systems and protocols are critical challenges. Implementing robust security measures to protect against theft, sabotage, or unauthorized access is also critical for both regulatory compliance and public safety.

•        Building and operating a microreactor is very capital intensive. Securing the necessary significant funding and managing costs, including but not limited to operational and maintenance costs, are ongoing challenges for our business, that will continue after the completion of this offering.

•        The political and regulatory landscape can change, impacting the stability and viability of nuclear projects. International agreements and geopolitical factors can also affect nuclear technology access and export18.

See “Risk Factors — The Morpheus Reactor is a first-of-a-kind design, and we may fail to validate its technical feasibility, scalability, or integration of key systems, which would prevent us from obtaining regulatory approval and commercializing the technology.”

Competition

Our competitors, such as Nano Nuclear Energy Inc., Newcleo SA and Blykalla AB (nearly all of which are significantly larger and have more cash resources than we do) are other power generation systems which provide energy within the 1MWe-50MWe range19. This competition includes fossil fuel power generating units, renewables, long duration storage and other nuclear reactors, including other microreactors. However, as described above in “Our Competitive Strengths”, we believe we are positioned better than our competition to emerge as a leading supplier of carbon-free round the clock energy generation.

Traditional Energy Sources

According to the Statistical Review of World Energy 2024, fossil fuels, comprising oil, coal, and natural gas, accounted for approximately 80% of global energy consumption in 202320. Those traditional energy resources are carbon intensive, and we expect them to largely be replaced with carbon-free energy over time. Traditional large scale nuclear power plants, while carbon free, require significant upfront capital expenditures, have a history of extensive construction times, complex safety systems and do not have business cases apart from utility scale generation. We believe our carbon-free microreactor technology possesses all the positive attributes of traditional baseload energy and addresses many of the flaws of traditional nuclear power plants, such as large upfront capital costs.

Renewables

According to an article titled “More Than 40% of World’s Electricity Came From Zero-Carbon Sources in 2023” released on Wall Street Journal in August 2024, renewable energy sources like wind and solar made up approximately 17% of total electricity generation, and hydroelectric and nuclear power contributed 24%. Although these sources generate carbon-free power, except for nuclear power, wind and solar are highly intermittent and non dispatchable, and hydroelectric is seasonal and subject to curtailment21. Additionally, since renewables are weather dependent, they are too unreliable to support certain end use cases, including mission critical applications or industrial applications that require extensive onsite, always available power. Due to their innovative design SMRs and microreactors, can operate as baseload generation, load-follow renewables and/or support key industrial applications.

____________

17      Canadian Nuclear Safety Commission. (2019). REGDOC-3.5.4, Pre-Licensing Review of a Vendor’s Reactor Design.

18      U.S. Department of Energy. (n.d.). 10 CFR Part 810, Assistance to Foreign Atomic Energy Activities.

19      Nano Nuclear Energy Inc. (2024). Form S-1 Registration Statement. United States Securities and Exchange Commission.

20      International Energy Agency (IEA). (2023). World Energy Outlook 2023. OECD/IEA.

21      IEA. (2024). Electricity Market Report 2024.

Other Advanced Nuclear Reactors

There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies, and others, and commercial SMRs are currently operating in China and Russia. These technologies, like ours, are designed to be clean, safe, and highly reliable. However, these technologies have not received regulatory approval in the United States, and many of the technologies do not have the fuel supply infrastructure necessary to succeed22. Currently, we believe, based on our market research, that there are no microreactor prototypes, and no other SMR companies other than NuScale — which caters to a different market than our planned market, has a licensed advance reactor.

Our Strategies and Future Plans

Strategic Roadmap and Milestones

Our development is guided by an 18-Month Development Roadmap which will be fully funded with the net proceeds of this offering (assuming no exercise of the over-allotment option), whether or not we complete the Moltex Asset Acquisition (see “Recent Developments” section on Page 7). We currently believe that the Moltex Asset Acquisition will not have any effect on the timeframes set forth in our 18-Month Development Roadmap. This plan is designed to achieve critical regulatory and technical milestones to de-risk the technology and unlock the next stage of financing.

Next 18-Month Development Roadmap (starting the date of the consummation of this Offering)

Phase 1 (0 – 3 months): Foundation & Leadership

•        Hire a VP of Engineering and key technical staff to lead the design and licensing effort.

•        Complete the high-level plant description and safety philosophy to guide conceptual and detailed design.

•        Launch our new research laboratory in Ontario to begin core testing and development.

Phase 2 (3 – 6 months): Core Design and Fuel Strategy

•        Begin the calculation of dynamic parameters of Nuclea’s lead cooled reactor concept at Ontario Tech University

•        Define our HALEU fuel concepts and qualification plan.

•        Begin first experiments at the Ontario lab aligned with our core design milestones.

Phase 3 (6 – 12 months): Regulatory Engagement and Expansion

•        Begin engagement with the CNSC regarding Vendor Design Review (VDR) application (phase 0) for 3 key topics. A VDR is an optional pre-licensing review that provides early CNSC feedback on compliance with Canadian nuclear regulatory requirements.

•        File a Regulatory Engagement Plan (REP) with the U.S. NRC to open the U.S. licensing pathway.

•        Begin evaluating potential demonstration sites (i.e. CNL’s available sites at Chalk River).

Phase 4 (12 – 15 months): Advance R&D

•        Build and operate test loops and mockups to validate critical technologies.

•        Build partnerships with national labs and universities to test fuel behavior.

Phase 5 (15 – 18 months): Integration and Regulatory Readiness

•        Integrate all modeling and available test data to refine the Morpheus reactor design for VDR Phase 1 submission.

•        Finalize the scope, team and plan for our CNSC VDR Phase 1 submission

Beyond Phase 5

We estimate that our microreactor demonstration work will be conducted between 2027 and 2028, our microreactor licensing application will be processed between 2028 and 2030, and our microreactors will be launched between 2030 and 2031. There cannot, however, be any assurances that we will reach the production stage when currently estimated, or at all.

We plan to apply for government funding in the form of grants or other funding from agencies such as the Innovation, Science and Economic Development Canada, Global Affairs Canada and Ontario Center for Innovation. However, following this offering, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. See “Risk Factors — Our business plans will require us to raise substantial additional amounts of capital. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our shareholders. In addition, we may be unable to secure government grants as part of our funding strategy.”

A Regulatory-Focused Team and Process

We benefit from our leadership, which blends visionary technology development with the pragmatic, disciplined execution required to successfully navigate the complex nuclear regulatory landscape. Our founding team of Sagar Sanghera, Vinayak Ashok Gunda, and Dr. Eleodor Nichita was formed to bridge the gap between innovation and commercialization.

•        Regulatory Activities to Date

We have conducted preliminary pre-application engagements with NuMark, a US nuclear consultancy firm, that deals with the U.S. Nuclear Regulatory Commission (NRC) and have had limited informal exchange with the Canadian Nuclear Safety Commission (CNSC)’s advanced reactor review division, who are awaiting for us to proceed formally. These early interactions have informed our revised understanding of pathway requirements but do not guarantee approval timelines. We have not yet submitted formal applications in either jurisdiction.

•        Licensing and demonstration timeframe

The microreactor industry is still in its infancy and many of the demonstration and licensing steps are in flux due to changing government regulations and processes. We believe that our estimated timelines are realistic given today’s regulatory climate, but they remain highly sensitive to variables including: (i) securing funding for construction; (ii) availability of qualified manufacturing partners for specialized components; (iii) securing an appropriately licensed test site with community support; and (iv) resolution of design iterations during integrated testing.

While recent U.S. reforms, including the ADVANCE Act and Executive Order 14300, direct the NRC to develop streamlined pathways for microreactor licensing, these frameworks remain under development and untested with actual applications.

Similarly, Canada has established an SMR readiness action plan but ultimately the CNSC applies its comprehensive single licensing framework to all new reactor facilities, which historically involves multi-year environmental assessments and public hearings. Our projected licensing timeline assumes cooperative reviews but is subject to variables beyond our control, including: (i) finalization and applicability of new regulatory pathways to our design; (ii) resource allocation; (iii) completeness of our application and potential Requests for Additional Information; and (iv) resolution of novel technical issues.

Delays in any of these areas could extend the timelines.

•        Costs to complete licensing and demonstration between 2027 and 2031

We expect that total capital required to advance development, demonstration, and licensing application activities through 2028 will be approximately $100 million dollars. These expenditures are expected to cover engineering and safety work, fuel qualification efforts, construction and operation of a prototype or research reactor, and regulatory engagement and regulatory application preparation in both jurisdictions.

For the 2029–2031 period, when we expect to advance a commercial reactor design and associated licensing activities, we do not yet have clear line of sight on ultimate expenditures. Spending during this phase will depend significantly on regulatory pathways, design evolution, supply-chain conditions, and the scope and outcomes of the demonstration reactor, and could be materially higher if review cycles are extended or design modifications are required

•        Basis for 2030–2031 Launch Projection

Our launch target is grounded in: (i) regulatory modernization efforts in both jurisdictions; and (ii) internal milestone planning assuming successful capital raises and execution. We emphasize that this timeline is not guaranteed and remains contingent upon resolving the execution risks described above; however, we believe that the above described contingencies are typical for companies in our space and at our current stage of development.

•        Licensing and Regulatory Roadmap

Our Technology and Product Portfolio

Nuclea’s technology strategy is centered on the Morpheus Reactor, a design specifically chosen for its robust, passive safety systems and suitability for cold weather environments.

The Flagship: Morpheus Microreactor

The Morpheus Reactor is a lead cooled, graphite moderated, thermal spectrum microreactor concept. Its design is based on the “ZAN4e conceptual design,” co-authored by our Head of Reactor Design, Dr. Eleodor Nichita and has been significantly enhanced by our new fuel design for which we have filed a provisional patent application in U.S. The commercial version is being engineered for scalability and transportability. It has not yet been tested in any capacity and thus is subject to further design amendments. All operational features described below are theoretical based on the current engineering work on the Morpheus Reactor.

Core Technical Specifications (Commercial Target):

The design leverages established materials and fuels in a novel, passively safe configuration.

Inherent Passive Safety Philosophy:

Our design philosophy is to eliminate risks by engineering, rather than mitigating them with complex, failure prone active systems.

1.      The Four Fold Advantage of Lead Coolant:    Our choice of lead coolant (as opposed to water, gas, or sodium) is a fundamental safety advantage:

•        High Boiling Point:    Lead boils at 1,740°C, vastly higher than the reactor’s 500-600°C operating temperature. This provides a massive thermal margin and makes a “Loss of Coolant Accident” (LOCA) from boiling impossible, allowing the system to be unpressurized.

•        Arctic Resilience (Freezing):    Unlike water, which expands and breaks pipes, lead shrinks when it solidifies. This is a critical, unique safety feature for Arctic deployment, ensuring a shutdown and containment of all radiological fission products in extreme cold does not mechanically damage the core.

•        Chemically Benign:    Lead is non-reactive with air or water. This avoids the significant fire and explosion risks associated with sodium cooled fast reactors (like those pursued by Oklo).

•        Massive Thermal Sink:    The large mass of lead provides a massive thermal inertia, capable of absorbing decay heat for an extended period without active cooling.

2.      Hydrogen Free Safety:    By eliminating water from the primary system, we eliminate the risk of hydrogen generation and subsequent explosions, which were factors in the Fukushima and Chernobyl accidents.

3.      Self Stabilizing Reactivity:    The reactor possesses a negative temperature coefficient of reactivity. This is an inherent physics-based safety feature: as the reactor temperature increases, the nuclear reaction automatically slows down, helping to stabilize the reactor during any temperature excursions.

4.      Low Pressure Stirling Engine Cycle:    The Morpheus uses integrated Stirling engines for its power conversion, not a steam turbine. This is a non-pressurized system, eliminating the high-pressure steam loops and associated risks of a traditional Rankine cycle. This simplifies the entire balance-of-plant and containment structure.

Source:http://www.oecd-nea.org/jcms/pl_28271/chernobyl-chapter-i-the-site-and-accident-sequence

https://world-nuclear.org/information-library/safety-and-safety-of-plants/fukushima-daiichi-accident

Nuclea Energy Inc. (2026). Internal Company Assessment.

Our Proposed Future Business Model

Once Nuclea reaches the production and manufacturing stage for its Morpheus unit, it will seek to sell the Morpheus unit directly to its target customers. Product sales are expected to be supplemented by a long term, optional business line in providing specialized maintenance, refueling, and operational support services for the Morpheus units that are sold to customers.

Under this model, the customer (e.g., a remote community, mining company, data center operator, or utility) would purchase and take ownership of the Morpheus reactor. This would make the customer the asset owner and the entity responsible for holding the site specific operating license. Nuclea’s role would be to:

1.      Support Licensing:    Provide the complete, standardized design and safety analysis report which will be pre-certified by regulators that the customer uses to support its site-specific license application.

2.      Provide Optional Services:    Offer a long term, fee based service contract to customers to manage the specialized nuclear aspects of operation, including maintenance and refueling.

History and Development

Nuclea was incorporated in Canada on August 24, 2023. We were originally incorporated under the name “Raise AI Technologies Inc.” and subsequently changed our name to “Nuclea Energy Inc.” to reflect our focus on advanced nuclear technologies. Our development pathway is structured to leverage Canada’s established nuclear infrastructure, world class regulatory environment, and deep expertise in nuclear science.

Since our establishment, the Company has achieved the following key milestones, which represent the foundation of our business:

1.      Corporate Formation (2023):    Nuclea Energy Inc. was established in 2023 and in 2024 became the exclusive commercial vehicle for the Morpheus Reactor (originally named ZAN4e) conceptual design. This design was co-authored by our Co-Founder Dr. Eleodor Nichita, and can be distinguished for its unique suitability for the extreme cold weather environments that define our primary target market.

•        Key Leadership Recruitment (2024-2025):    We successfully assembled a world class executive and advisory team that together possesses expertise in two critical areas for our success: advanced reactor design and regulatory licensing. We believe this concentration of regulatory and technical expertise is a core competitive advantage. See “Management — Directors and Officers” and “Management — Scientific and Technical Advisory Board” for more information.

2.      Intellectual Property Development (2025):    We have funded targeted R&D that resulted in technological improvement over the baseline Zan4e design. This led to the filing of a U.S. provisional patent application titled “Annular Nuclear Fuel Rod and Utilizations Thereof” (U.S. prov. Application number 63/845,685, filed July 17, 2025). This new design is a key component of our strategy to achieve our target 5-year reactor core life, a major commercial and competitive advantage that would, if achieved, enhance our value proposition by reducing long-term service and refueling costs

3.      R&D Infrastructure Development (2025):    As part of our 18-Month Roadmap, we have commenced the establishment of an in house R&D lab in Ontario. This facility will be equipped to perform materials testing, component prototyping, and experimental validation of our core systems, such as the lead coolant loop. We expect this facility to be operational within approximately three months of the closing of this Offering.

Our Target Markets

Nuclea’s commercial strategy targets four primary markets where our sales model is centered on direct reactor sales with long term service support. These markets are listed below. We aim to provide a definitive solution for customers seeking to own and control their clean energy assets. Each of these markets faces acute energy, cost, and carbon challenges that the Morpheus Reactor platform is designed to directly address through scalability, fuel longevity, and autonomous operation.

Collectively, these markets represent a Total Addressable Market exceeding USD $200 billion by 2040, with a Serviceable Addressable Market for early deployable sites in North America estimated at $45 billion, and an initial Serviceable Obtainable Market for Nuclea of roughly $2.5 – 3 billion within its first decade of operations24,25 Based on the Company’s development plans, our target entry date into the market is currently projected to be 2030 — 2031.

Our business plan will be very costly, and our future cash needs will far exceed the net proceeds that the Company will receive from this offering. In order to develop and implement our business as currently planned and as described in this prospectus, the Company will need to raise substantial amounts of additional capital, potentially hundreds of millions of dollars. See “Risk Factors — Our business plans will require us to raise substantial additional amounts of capital. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our shareholders. In addition, we may be unable to secure government grants as part of our funding strategy.”

Source: International Energy Agency, 2023       Nuclear Energy Institute [NEI], 2023).

____________

24      McKinsey & Company. (2024). The future of energy: Global electrification and the path to net-zero.

25      Nuclear Energy Institute (NEI). (2023). Capacity factors and performance of nuclear versus other generation sources.

Our four initial primary target markets are as follows:

A. Remote Canadian Arctic & Indigenous Communities

Market Overview:

Canada’s North and Arctic regions encompass over 200 off-grid communities, the majority of which rely entirely on diesel generators for both electricity and heat. Approximately 79 of these communities require power exceeding 1 MWe, placing them within Nuclea’s optimal deployment range26. Diesel dependence imposes significant economic and environmental burdens such that fuel must be airlifted or barged in during limited seasonal windows, with total delivered costs exceeding $0.60–$1.20 per kWh, nearly 10× grid-connected rates. The result can be chronic energy insecurity, frequent blackouts, and elevated greenhouse gas emissions21.

Policy Drivers:

Federal initiatives under Canada’s Clean Energy for Rural and Remote Communities Program, combined with Indigenous-led energy sovereignty frameworks, are actively funding zero-emission alternatives27. The Canadian federal government’s 2030 target to eliminate diesel reliance in remote northern communities provides direct alignment with Nuclea’s mission.

Alignment With Canada’s Major Projects Office Priorities

The Government of Canada’s Major Projects Office identifies Arctic development as a national priority under its Transformative Strategies and the Arctic Economic and Security Corridor initiative, which emphasize energy security, reduced diesel reliance, resilient northern infrastructure, and strengthened sovereignty. The Company believes its Morpheus Microreactor directly supports these objectives by providing transportable, carbon free, continuous baseload power engineered for remote and harsh environments where conventional infrastructure is limited.

The Morpheus Microreactor’s small footprint, passive safety design, long refueling interval, and suitability for off grid deployment offer a practical pathway to replace diesel, enable critical minerals development, and support community and defense operations across the Arctic. In management’s view, the Canadian-controlled nature of the technology and the Company’s planned Indigenous partnerships further align with the MO’s emphasis on northern participation, economic opportunity, and strategic autonomy.

B. Mining and Resource Extraction

Market Overview:

Mining and heavy industry are among Canada’s most energy intensive sectors, consuming over 20% of total national electricity28. Many sites particularly northern gold, lithium, and critical mineral operations, remain off grid or are located at the edge of transmission capacity. Across Canada, as of 2018, there are 24 current or potential off grid mines, 92 oil sands facilities, and 85 heavy industrial complexes with base load demand profiles exceeding 5 MWe, making them prime candidates for modular nuclear adoption9.

Market Challenge:

Operators face mounting pressure from investors and regulators to decarbonize operations. Diesel and natural gas use exposes mines to price volatility and logistics challenges. Reliability requirements further compound the issue, as any power disruption halts extraction and processing, leading to operational losses.

____________

26      Clean Energy for Rural and Remote Communities Program. (2023). Government of Canada initiatives to reduce diesel reliance in northern communities. Natural Resources Canada.

27      Canadian Nuclear Association. (2023). Small modular reactors: Unlocking the potential of nuclear innovation in Canada.

28      Natural Resources Canada. (2024). Critical minerals strategy: Powering the clean economy.

C. Data Centers and Critical Infrastructure

Market Overview:

The global data center market is projected to exceed 1,000 TWh of annual electricity consumption by 2030, representing nearly 4% of global demand29,30. In Canada and the U.S., hyperscale operators Meta, Microsoft, Amazon, and Oracle are encountering significant grid access constraints and regional moratoria due to insufficient transmission capacity and environmental permitting delays31,32,33,34. Data centers increasingly require “five-nines” reliability (99.999%), which cannot be met by intermittent renewables alone.

Market Challenge:

Current grid based energy supply models are unsustainable for AI and high performance computing growth. For example, a single 100MW AI campus consumes as much power as 75,000 homes. With grid congestion in Ontario, Virginia, and the Pacific Northwest, hyperscale developers are actively seeking behind the meter generation solutions10.

D. Defense and National Security

Market Overview:

Energy resilience has emerged as a top defense priority. Both Canada and the U.S. maintain hundreds of critical defense sites, including 25 – 30 Canadian bases and 450 – 500 U.S. installations, many of which are remote or off-grid. Existing reliance on diesel convoys presents serious operational risks fuel supply lines are among the most frequently targeted vulnerabilities in forward operations.

Our Business Lines and Commercial Strategy

Our commercial strategy is centered around designing and licensing micro nuclear reactors, and selling these to our target customer base. This structure is similar to the model employed by competitors like Terra Innovatum and differs from the vertically integrated model of Nano Nuclear Energy (NNE).

Our primary business line is the design, development, and direct sale of the Morpheus Microreactor. As the design lead, Nuclea plans to:

Design and Certify:    Complete the design and obtain a standardized Vendor Design Review (VDR) from the CNSC and a Standard Design Approval (SDA) from the U.S. NRC.

Sell the Asset:    Sell the completed, transportable Morpheus unit to the customer (utility, mine, data center, government). The customer becomes the asset owner.

Support Licensing:    Provide the complete, standardized design and safety analysis report, which the customer will use to support their site specific License to Construct and License to Operate applications with the regulator.

Provide Optional Services:    Offer a long term, fee based service agreements to customers to manage the specialized nuclear aspects of operation, including maintenance and refueling.

Revenue, if any, will be generated from the one time sale of each reactor unit and ongoing service agreements.

____________

29      Statista. (2024). Global data center electricity consumption forecast 2020–2030.

30      Office of Energy Efficiency & Renewable Energy. (2023). Data center energy use and efficiency trends. U.S. Department of Energy.

31      Meta Platforms, Inc. (2024, February 6). Meta exploring nuclear power options for AI data centers. Reuters.

32      Microsoft Corporation. (2024, April 10). Microsoft explores powering data centers with advanced nuclear energy. The Wall Street Journal.

33      Oracle Corporation. (2024, March 1). Oracle to develop 1-GW nuclear-powered data center campus. TechCrunch.

34      Amazon Web Services. (2023, December 15). Amazon buys data center campus next to nuclear power plant in Pennsylvania. Bloomberg News.

INTELLECTUAL PROPERTY

Our long term competitive advantage will be dependent on a multifaceted intellectual property strategy that combines strategic patent protection and closely held trade secrets. We believe that this hybrid approach, which mirrors the strategies of competitors like Terra Innovatum and NNE, provides a robust defense for our technology35,36.

As of the date of this prospectus, the Company has no issued patents or registered trademarks.

The intellectual property for the basic design of the Morpheus reactor is in the public domain and is referred to above as the “ZAN4e conceptual design” from the 2023 white paper co-authored by our Head of Reactor Design, Dr. Eleodor Nichita (see footnote 3 above). However, that design has been significantly enhanced by our new fuel design for which we have filed a U.S. provisional patent application. Dr. Nichita, through Irydyum, acts as our R&D contractor for core reactor physics and design. This partnership has been central to developing our proprietary technology, resulting in the design and U.S. provisional patent application filing titled “Annular Nuclear Fuel Rod and Utilizations Thereof” in the name of the Company (U.S. prov. Application number 63/845,685, filed July 17, 2025).

In order to maintain the proper chain of ownership for any advancements of the reactor design and to ensure proper rights to our intellectual property, agreements which govern the development of new intellectual property specifically, such as the Industry Funded Research Collaboration Agreement, dated December 9, 2025, between University of Ontario Institute of Technology and Nuclea Energy Inc, filed as Exhibit 10.6 hereto have provisions relating to our continued ownership of any new intellectual property developments.

Applications for Patent and Trademark Registration

The Company has filed a provisional patent application in the United States, as follows:

The Company has applied for a trademark in Canada, as follows:

Our approach is to protect our technology while allowing our engineering team sufficient time to refine and strengthen the underlying concepts before we file additional patents. As our work progresses, we intend to convert our existing provisional patent application into a non provisional filing. This must be done within one year of filing our provisional application, or by July 17, 2026. We also expect to prepare and submit additional provisional applications for new advancements. We are evaluating the timing and scope of our future filings in consultation with intellectual property counsel.

Hybrid IP Strategy

We rely on intellectual property protection to support the development of our Morpheus micro modular reactor.

We have filed one United States provisional patent application that relates to early design advancements for our reactor.

We also have filed one Canadian trademark application for our corporate branding.

We also protect a significant portion of our early stage design work and analytical methods through trade secrets. These trade secrets relate to design improvements, safety system concepts, material strategies, and internal computational work. Access to this information is limited to individuals who have signed confidentiality agreements. We expect trade secret protection to remain an important part of our intellectual property strategy as we continue to advance our technology.

____________

35      Terra Innovatum Global, Srl. (2025). Form F-4 Registration Statement. United States Securities and Exchange Commission.

36      Nano Nuclear Energy Inc. (2024). Form S-1 Registration Statement. United States Securities and Exchange Commission.

Employees/Consultants

As of the date of this prospectus, the Company has one employee, our CEO. The Company engages with all of our other executives, advisors, and consultants on a consulting basis. We have currently engaged one full time consultant (our President and Chairman of the Board) as well as ten part time consultants and advisors.

Human Resources Management

•        Consultants:    As of the date of this filing, we operate with a lean team of founders, key executives, and expert consultants. We are actively hiring for the VP of Engineering position and will expand our full-time engineering and quality assurance staff using the proceeds of this offering.

•        Labor Relations:    We have not experienced any labor disputes or employee-related claims. We believe our relationship with our team is strong. We will make all required statutory contributions for our employees.

As a pre-revenue, development stage technology company, our primary asset is our human capital. Our success is highly dependent on our small, specialized management team and our ability to attract and retain world class engineers and regulatory experts.

Sales and Marketing

As a pre revenue company, we have not yet generated sales, but we have a clearly defined B2B (Business-to-Business) sales and marketing model.

Sales and Marketing Strategy

Our sales process is long, technical, and built on relationships and regulatory credibility.

•        Sales Network:    We plan to build a small, highly specialized direct sales team at the appropriate time n the future, which we expect will be composed of nuclear engineers and commercial experts.

•        Marketing Strategy:    We expect that marketing will be focused on B2B thought leadership and regulatory engagement. We participate in key industry events (e.g., Canadian Nuclear Society conference), publish technical papers (like the ZAN4e paper 3), and engage directly with potential customers through our Advisory Board’s extensive network.

•        Key Differentiators:    Our anticipated marketing message is built on our key competitive strengths: (1) Unmatched passive safety for Arctic environments, (2) A flexible business model, (3) An esteemed, regulatory-focused team, and (4) A core life of 5 years.

Pricing and Payment Arrangements

•        Pricing Policy:    We expect that the Morpheus reactor will be sold at a fixed, per-unit price. This price will be determined by our Nth-of-a-Kind (NOAK) manufacturing cost plus a target margin. Our goal is to provide a total cost of ownership that is significantly lower than the lifetime cost of diesel generation37,38.

•        Payment Arrangements:    We anticipate that future sales will involve multi-stage milestone payments typical of large capital equipment: an initial down payment upon contract signing, progress payments tied to manufacturing milestones, and a final payment upon factory acceptance and delivery.

Research and Development

The majority of the research and development of Morpheus reactor was done within the academic setting by our co-founder, Dr. Nichita. Dr. Nichita devoted approximately two years to the development of the Morpheus reactor design and specifications. Our team has spent and additional one year on research and development and invested over an aggregate of approximately $220,000 on research and development related to Morpheus. Our current research and

____________

37      Canada Energy Regulator. (2022). Market snapshot: Off-grid communities in Canada and their reliance on diesel fuel. Government of Canada.

38      Clean Energy for Rural and Remote Communities Program. (2023). Government of Canada initiatives to reduce diesel reliance in northern communities. Natural Resources Canada

•        Real World Capacity:

•        3.5 MWe (Low end):    Sufficient to power approximately 3,000 average residential homes, a remote mining operation, or a military forward operating base.

•        50 MWe (High end):    Sufficient to power approximately 35,000 homes, a large industrial manufacturing facility, or a data center campus.

•        Market Fit:    This range allows Nuclea to serve markets that traditional nuclear cannot reach, such as remote communities, island nations, and off-grid industrial sites that currently rely on expensive, dirty diesel generators.

Transportable package:    3m x 3m x 3m

Definition:    The physical dimensions of the core reactor module, measuring approximately 3 meters (approx. 10 feet) on all sides.

•        Logistics & Deployability:    This specific footprint is critical because it allows the reactor to be transported via standard logistics infrastructure (standard flatbed trucks, rail cars, or heavy lift cargo aircraft) without the need for massive, custom built infrastructure.

•        Factory Fabrication:    Because it fits these dimensions, the reactor can be fully assembled in a controlled factory environment rather than built from scratch at the construction site.

•        Economics:    This size eliminates years of on-site civil construction work. The unit is shipped to the site, offloaded, and installed, drastically reducing the installation times from years to months.

HALEU fuel: high-assay low-enriched uranium (“HALEU”) fuel enriched to approximately 10%.

GOVERNMENT REGULATIONS

This section sets forth a summary of the material rules and regulations that affect our business in material jurisdictions.

Regulations Related to our Business Operation in Canada

As a developer of advanced nuclear technology, our business is subject to extensive and stringent government regulation. This regulatory framework represents the highest barrier to entry in our industry and is the primary risk factor for any new reactor design. Our corporate strategy is structured to address this challenge directly.

Our business model dictates that the customer (e.g., a utility or industrial operator) is the ultimate licensee and asset owner. Nuclea’s role is that of an intellectual property holder, and technical expert supporting the customer’s licensing application. This model strategically focuses our regulatory burden on design certification, while the customer manages the risks associated with site-specific licensing and operations.

Canadian Nuclear Safety Regulation (CNSC)

Our primary regulatory path and first market is in Canada, regulated by the CNSC. Our strategy is to obtain a Vendor Design Review (VDR) approval for our standard design, which provides a pre-vetted technical baseline that our customers can then reference in their site-specific applications.

Vendor Design Review (VDR):    This is an optional, three-phase pre-licensing process (per REGDOC-3.5.4) where the CNSC reviews our standard Morpheus design for its compliance with Canadian requirements.

•        Phase 1 (Concept Assessment):    This phase confirms our understanding of and alignment with key Canadian regulatory requirements (e.g., REGDOC-2.5.2, “Design of Reactor Facilities”). Our VDR-0 submission (planned for Month 6-12) formally initiates this phase.

•        Phase 2 (Detailed Review):    This is the most critical and technically intensive stage. The CNSC will conduct a deep technical review to identify any “fundamental barriers to licensing.” To be successful, we must provide comprehensive, independent validation of our passive safety systems, reactor physics, and long-term materials performance. Our entire R&D and partnership program is designed to generate the objective evidence required for this phase. This includes our work with Ontario Tech University on reactor dynamics modeling, Canadian Nuclear Laboratories (CNL) on long-term materials corrosion, and Kinectrics Inc. on coolant purity and radiological hazard reduction.

•        Phase 3 (Confirmatory Assessment):    This final phase follows the completion of our prototype testing and is intended to resolve any outstanding items or confirm findings from the previous phases.

Customer Licensing:    A successful VDR is not a license to operate. It is a pre-qualification of our design. Our customer (the owner) must still apply for a series of site-specific licenses: (1) License to Prepare Site, (2) License to Construct, (3) License to Operate, and (4) License to Decommission. Our VDR approval is designed to drastically simplify and de-risk this process for them, reducing their project timelines and financing costs.

U.S. Nuclear Safety Regulation (NRC)

To access the large U.S. market, we recently formed a U.S.-based subsidiary, Nuclea Energy USA Inc., with the goal of obtaining a Standard Design Approval (SDA) from the NRC.

Licensing Pathway:    We intend to utilize the 10 CFR Part 52 licensing framework, which is structured for advanced reactors. An SDA certifies our standard design, which U.S. customers can then reference in their Combined License (COL) application.

Regulatory Engagement Plan (REP):    we will submit an REP to the NRC to initiate pre-application activities. This is a crucial first step to gain early feedback on our lead-cooled design. A primary goal of the REP will be to engage the NRC on its technology-neutral, risk-informed, and graded approach for advanced reactors. We will use this engagement to demonstrate how the inherent passive safety of our lead-cooled reactor merits a more efficient and targeted review pathway.

Regulatory Tailwinds:    We believe we are entering the market at a time of significant positive momentum for regulatory modernization. The new U.S. government policy targeting an 18-month review cycle for new reactors is a significant regulatory initiative. Historically, undefined and multi-year review timelines have been a major source of financial risk and uncertainty for nuclear developers. This initiative, if implemented, could dramatically reduce our timeline to the U.S. market, lower associated financial risks, and make our projects more attractive to investors and customers.

As a developer of nuclear technology, we are subject to extensive and stringent government regulation. Our business model dictates that the customer is the ultimate licensee and asset owner; Nuclea’s role is that of an and technical expert supporting the customer’s licensing application.

Environmental and Public Engagement

The customer, as the applicant, is primarily responsible for the Environmental Assessment and public engagement, with our full support.

Impact Assessment Act (IAA 2019):    In Canada, the customer’s project will require a federal Environmental Assessment (EA). We will provide all necessary technical data on the Morpheus reactor to support their Environmental Impact Statement (EIS).

Indigenous Consultation:    The Canadian constitution mandates a “Duty to Consult” with Indigenous Nations. Our strategy, guided by Bilal Cheema, is to support our customers in moving beyond consultation to Indigenous-led partnerships, including equity participation and workforce training.

Export Controls and Non-Proliferation

As an selling a nuclear reactor, we are subject to the world’s most stringent export control regimes.

•        DOE 10 CFR Part 810:    This U.S. regulation governs the export of “unclassified nuclear technology and assistance.”

•        NRC 10 CFR Part 110:    Governs the export of nuclear equipment and materials.

•        CNSC Regulations:    Canada’s Nuclear Non-proliferation Import and Export Control Regulations implement Canada’s international obligations.

Our model ensures that we only sell to customers in approved jurisdictions and that the customer, as the new owner, is fully compliant with all domestic and international safeguard agreements for the protection of nuclear material.

Decommissioning and Waste Management

Under the Sale model, the asset owner (the customer) is legally and financially responsible for the reactor’s decommissioning and the long-term management of its spent fuel.

Decommissioning Liability:    The customer is the licensee and must provide financial assurance (e.g., trust funds, surety bonds) to the regulator (CNSC or NRC) to guarantee that funds are available for decommissioning at the end of the reactor’s life.

Nuclea’s Service Offering:    This liability represents a significant potential business opportunity for Nuclea. Our Long-Term Service Agreement (LTSA) (Business Line 2) will include an optional, fee-based service where Nuclea will manage the end-of-life retrieval of the sealed core, transport it to a licensed storage facility, and manage the decommissioning process on the customer’s behalf. We believe that this will provide the customer with a simple, turnkey solution. There can be no assurances, however, that the Company will pursue this opportunity or that pursuing such opportunity will be successful.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers, including their ages as of the date of this prospectus:

____________

†        Mr. Sanghera resigned as Chief Executive Officer of the Company on December 19, 2025.

*        Each of the independent director nominees has accepted our appointment to be our independent director, effective upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Sagar Sanghera.    Mr. Sanghera is our Co-founder, Chairman of the Board of Directors, and President. He served as our Chief Executive Officer from the inception of the Company until December 19, 2025. He is responsible for the overall strategic direction and development of our Company. Mr. Sanghera has over a decade of experience in the banking and financial sector, where he has held leadership and business development roles focused on growth and client strategy. Since the Company’s incorporation in August 2023, Mr. Sanghera has served as Chief Executive Officer of Nuclea Energy Inc. Beyond finance, Mr. Sanghera is a partner in a consumer packaged goods company and an angel investor in several early-stage startups spanning technology, defense, and digital assets.

Josef Freundorfer.    Mr. Freundorfer is our Chief Executive Officer. He currently is the President of Nuclear Potential Canada (NPC), a consulting firm advancing Canada’s nuclear sector. Since founding NPC in 2021, Josef has combined technical expertise with strong advocacy, speaking across the country to promote nuclear energy and foster public understanding. With leadership experience in operations, engineering, and project management he brings a deep understanding of nuclear technology and industry dynamics to support strategic growth and innovation.

Anna Skowron.    Anna Skowron is a highly experienced financial executive with over 14 years of accounting-related experience and a specialized focus on financial reporting, compliance, corporate governance, and business strategy. Since 2015, she has served as the principal of Skowron Accounting Professional Corporation and was appointed Interim Chief Financial Officer of Entero Therapeutics on March 7, 2025. Her professional reach was further expanded in 2025 through her appointments as Chief Financial Officer for Titan Environmental Solutions Inc. (OTC: TESI) (“Titan”), announced on April 21, 2025 and for XRP Healthcare, announced on July 9, 2025. Ms. Skowron has played a pivotal role in various business acquisitions and capital-raising initiatives across multiple industries, leveraging a background that includes a Bachelor of Commerce and Finance with specialization in Accounting and Economics from the University of Toronto. Effective January 30, 2026, Ms. Skowron was appointed as the chief financial officer of Powell Max Limited (NASDAQ: PMAX). Ms. Skowron was the chief financial officer of Titan from April 2025 until her resignation on February 9, 2026. We believe that Titan is delinquent in filing its Exchange Act reports. A licensed CPA, CA, she has been a member of the Institute of Chartered Accountants of Ontario since 2014.

Subhash Paluru.    Dr. Subhash Paluru has served as Chief Executive Officer of Freedom Motors, Inc. since July 2019. He previously joined the company in July 2018 as Executive Director of Business Development before being appointed Chief Executive Officer by the board of directors. Dr. Paluru has more than two decades of experience in the electric power and utility industry, with expertise in power systems engineering, power operations, power marketing, supervisory control and data acquisition (SCADA) systems, information technology, substation automation, reliability compliance, and physical and cybersecurity for critical infrastructure. Prior to joining Freedom Motors, Dr. Paluru served in the U.S. federal government, including as a member of the Senior Executive Service at the U.S. Department of Energy beginning in 2014. In this role, he led the Sierra Nevada Regional Office of the Western Area Power Administration (WAPA), where he oversaw the marketing and delivery of federally generated hydroelectric power to public utilities, cooperatives, irrigation districts, government agencies, and other wholesale customers across Northern

and Central California and portions of Nevada. Earlier in his career at WAPA (2007–2018), Dr. Paluru held multiple leadership positions in information technology, power operations, critical infrastructure protection and cybersecurity. During his tenure with the U.S. Department of Energy, he also served as Acting Deputy Assistant Secretary in the Office of Electricity Delivery and Energy Reliability, where he oversaw research and development programs related to power systems engineering and grid modernization. Dr. Paluru has advised several electric utilities and technology companies on grid modernization, power system operations, and cybersecurity for energy infrastructure. In addition, he has served in advisory and board roles with various technology and energy startups. Dr. Paluru holds a Ph.D. in Physics from Osmania University, where his research focused on high-temperature superconductors and their applications. Dr. Paluru also serves on the Company’s Advisory Board.

John McVey.    Mr. McVey is a seasoned leader with over 35 years of experience in the mining and energy sectors. He holds a Master’s degree in Chemical Engineering from the University of Waterloo and currently serves on the boards of two mining companies. John previously sat on the advisory board of Ultra Safe Nuclear, where he led initiatives to secure off-take agreements with Indigenous groups and mining companies across Canada. Earlier in his career, he held senior leadership roles at major energy firms, including Director of Operations at SNC-Lavalin and Senior Process Engineer at Texaco. Mr. McVey also serves on the Company’s Advisory Board.

Magaly Bianchini.    Mr. Bianchini is an experienced public company director with a long career in real estate development, construction, and renewable energy. Since joining her family’s firm, The Leader Group, in 1980, she has overseen major commercial and residential projects across Canada, including the structural formwork for many of Toronto’s landmark towers. She later served as President of Leader Capital Corp., a publicly traded developer active in land and wind energy projects, including the 200 MW Kincardine wind farm sold to Enbridge in 2005. Ms. Bianchini has also been involved in multiple condominium and residential developments in Ontario and British Columbia and has served on the advisory board of a retirement home company for over 30 years.

George Kovalyov.    George Kovalyov is a Chartered Professional Accountant (CPA, CA) with extensive experience across public markets, corporate finance, and governance. During the past five years, Mr. Kovalyov has held the following positions: Chief Financial Officer of Finx Group Inc., a Vancouver-based fintech company providing finance and insurance solutions in the automotive industry (November 2025 to present); Director, Chair of the Compensation Committee, and Member of the Audit Committee of PMGC Holdings Inc. (Nasdaq: ELAB), a diversified holdings company focused on cash-flowing manufacturing acquisitions (April 2024 to present); Director of Hydromer, Inc., a provider of hydrophilic coating solutions for medical devices and industrial applications (August 2023 to September 2025); Chief Financial Officer of Marizyme, Inc., a Florida-based cardiac medical device company whose device received FDA approval for use in CABG surgeries (December 2021 to November 2025); and Chief Financial Officer of Health Logic Interactive Inc. an early-stage medical device company developing a point-of-care diagnostic for chronic kidney disease (September 2020 to December 2021). Mr. Kovalyov holds a Bachelor of Business Administration in Accounting from Kwantlen University College and received his Chartered Accountant designation from the Institute of Chartered Accountants of British Columbia in 2011.

Family Relationships

There are no family relationships among our directors and executive officers.

Corporate Governance Practices

Foreign Private Issuer

After the consummation of this offering, we will qualify as a “foreign private issuer” under the SEC rules and the NYSE rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to the SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Shares.

As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance standards required by the NYSE for U.S. companies.

The exemptions are subject to our disclosure of which requirements we are not following and the equivalent Canada requirements. Below are some of the exemptions afforded to foreign private issuers under the corporate governance requirements of the NYSE:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD.

•        Exemption from the NYSE Company Guide applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require Board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the NYSE Company Guide, as permitted by the foreign private issuer exemption.

•        Exemption from the requirement that our Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•        Exemption from the requirements that director nominees are selected, or recommended for selection by our Board of Directors, either by (i) independent directors constituting a majority of our Board of Directors’ independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or Board resolution, as applicable, addressing the nominations process is adopted.

We intend to comply with all of the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other NYSE corporate governance requirements. We also intend to comply with applicable Canadian corporate governance requirements under the BCBCA and, to the extent applicable to us, Canadian securities laws that also apply to us. If we rely on our home country corporate governance practices in lieu of certain of the rules of the NYSE, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Code of Business Conduct and Ethics, Insider Trading Policy and Executive Compensation Recovery Policy

Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt: (i) a Code of Business Conduct and Ethics; (ii) an Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions; and (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Board of Directors

Our board of directors will consist of five directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director who is, directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company shall declare the nature of his or her interest at a meeting of our directors. A director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein and if he or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. Our directors may exercise all the powers of our Company to issue debentures, debenture stock, bonds, and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party. None of our non-executive directors have a service contract with us that provides for benefits upon termination of service.

We recognize the importance and benefit of having a board of directors composed of highly talented and experienced individuals having regard to the need to foster and promote diversity among board members with respect to attributes such as gender, ethnicity and other factors. In support of this goal, we will consider criteria that promote diversity, including with regard to gender, ethnicity, and other dimensions; and consider the level of representation of women on our board of directors along with other markers of diversity.

Committees of the Board of Directors

We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee, a compensation committee, and a nominating and corporate governance committee. We expect to adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of George Kovalyov, John McVey and Magaly Bianchini. Mr. Kovalyov will be the chairperson of our audit committee. We have determined that each of our audit committee members satisfies the “independence” requirements of the NYSE rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Kovalyov qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the NYSE rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•        reviewing and approving all proposed related-party transactions;

•        meeting separately and periodically with management and the independent auditors; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.    Our compensation committee will consist of Magaly Bianchini, John McVey and George Kovalyov. Mr. Bianchini will be the chairman of our compensation committee. We have determined that each of our compensation committee members satisfies the “independence” requirements of the NYSE rules. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs, or similar arrangements; and

•        selecting compensation consultant(s), legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee will consist of John McVey, Magaly Bianchini and George Kovalyov. Mr. McVey will be the chairperson of our nominating and corporate governance committee. We have determined that each of our nominating and corporate governance

committee members satisfies the “independence” requirements of the NYSE rules. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

•        selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•        reviewing annually with the board the current composition of the board in regard to characteristics such as independence, knowledge, skills, experience, and diversity;

•        making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

•        advising the board periodically in regard to significant developments in the law and practice of corporate governance, as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Duties of Directors

In accordance with the provisions of the BCBCA our directors and officers are required to (i) act honestly and in good faith with a view to the best interests of the Company; (ii) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances; (iii) act in accordance with the BCBCA and its regulations; and (iv) subject to (i)-(iii), act in accordance with the Articles of the Company.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

•        convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

•        declaring dividends and distributions;

•        appointing officers and determining the term of office of the officers;

•        exercising the borrowing powers of our company and mortgaging the property of our company; and

•        approving the transfer of Shares in our company, including the registration of such Shares in our Share register.

Conflicts of Interest

None of our directors or officers are directors or officers of, or have significant shareholdings in, other energy or technology companies, except that Mr. Freundorfer is the President of Nuclear Potential Canada, and has agreed to suspend all his activities with that company for the duration of his tenure with us. If this changes we will update our disclosure and in the event that any such conflict of interest arises, a director or officer who has such a conflict will disclose the conflict to a meeting of our directors and, if the conflict involves a director, the director will abstain from voting for or against the approval of such a participation or such terms. In accordance with the BCBCA, the directors of the Company are required to act honestly and in good faith with a view to the best interests of the Company. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.

Terms of Directors and Officers

Our directors may be elected by a resolution of our board of directors or by a resolution of members of our shareholders. Unless fixed by the resolution of members or resolution of directors appointing them, our directors are not subject to a term of office and hold office until such time as they are removed from office by resolution of members of our shareholders or by resolution of directors. A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. A director may resign his office by giving

written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director must promptly resign as a director if the director ceases to be qualified to act as a director under the BCBCA.

Our officers are selected by and serve at the discretion of our board of directors.

Agreements with Chief Executive Officer and Key Consultants

Employment Agreement with Josef Freundorfer

We have entered into an employment agreement, dated June 1, 2026, with Josef Freundorfer, our Chief Executive Officer (the “CEO Agreement”).

Pursuant to the terms of the CEO Agreement, we have agreed to pay Mr. Freundorfer a base salary of USD $375,000 per year, a retention bonus of $50,000 after the consummation of this Offering and $50,000 on December 31, 2026 if Mr. Freundorfer remains under our employ, as well as a performance bonus of USD $250,000. The $250,000 performance bonus is to be paid upon the attainment of any the following:

(i)     the Company raises at least USD $100,000,000 in the aggregate in equity financing on or before the first anniversary of the date of the CEO Agreement;

(ii)    the Company raises at least CAD $100,000,000 in the aggregate from non-dilutive financing sources on or before the first anniversary of the date of the CEO Agreement; or

(iii)   the Company achieves a market capitalization of at least USD $1,000,000,000 for 90 consecutive market trading days on or before the first anniversary of the date of the CEO Agreement.

The CEO Agreement also contemplates two separate equity option grants.

Base Option Grant:    At or shortly after the consummation of this Offering, Mr. Freundorfer will be granted options to acquire up 3% of our issued and outstanding Common Shares (the “Base Stock Options”), after giving effect to the issuance of Common Shares in the Offering (including any Common Shares issued pursuant to the over-allotment option), at an exercise price equal to the Offering Price. These options shall vest over a period of five (5) years, with 20% vesting on the first anniversary of the date of the CEO Agreement and the remaining 80% vesting in 16 equal quarterly installments thereafter.

Bonus Option Grant:    Mr. Freundorfer may also be granted options to acquire up to 4% of our issued and outstanding Common Shares (the “Bonus Stock Options”), after giving effect to the issuance of Common Shares in the Offering (including any Common Shares issued pursuant to the over-allotment option), at an exercise price equal to the Offering Price. These options will vest only if and as of the date that one of the following conditions is satisfied:

(i)     the Company completes a merger or sale transaction with another entity with a transaction value of not less than USD $3,000,000,000, excluding the value of any concurrent financing to be completed by the Company or any other entity in connection therewith;

(ii)    the Company achieves a market capitalization of at least USD $5,000,000,000 for a consecutive period of six (6) months; or

(iii)   the Company achieves at least USD $300,000,000 in revenue in a given calendar year.

All options granted to Mr. Freundorfer shall be exercisable for a period of 10 years from the date of grant, subject to a shorter maximum term required by applicable law or stock exchange policies or such other earlier termination in accordance with the CEO Agreement.

Mr. Freundorfer is also eligible for 20 calendar days in paid vacation per year and shall be eligible to participate in any group medical and dental benefit plans maintained by the Company from time to time. If the Company does not maintain a group medical and dental benefit plan applicable to Mr. Freundorfer or the Company maintains such a plan, but Mr. Freundorfer is not enrolled in it, the Company shall instead pay him a health allowance in the amount of USD $2,500 per month.

The term of the CEO Agreement is indefinite, subject to the rights of either party to terminate as provided therein, and further subject to termination as provided by applicable laws. Either party may terminate the CEO Agreement at any time in accordance with the termination provisions summarized below.

The CEO Agreement defines a “Change of Control Period” as the 14 month period commencing two months prior to any Change of Control Event (as defined therein).

If the Company terminates the CEO Agreement other than for cause, then it shall pay Mr. Freundorfer a lump sum amount as follows:

(a)     if such termination occurs during a Change of Control Period, (i) 12 months of base salary, (ii) any unpaid portion of his retention bonus, (iii) all accrued but unused vacation pay, and (iv) any outstanding expense reimbursements as at the date of termination; or

(b)    if such termination does not occur during a Change of Control Period, (i) 9 months of base salary, or payment in lieu of notice (or a combination thereof) (ii) any unpaid portion of his $50,000 retention bonus originally payable on December 31, 2026 accrued to the date of termination, (iii) all accrued but unused vacation pay, and (iv) any outstanding expense reimbursements as at the date of termination.

Mr. Freundorfer may terminate the CEO Agreement for good reason, subject to a 30 day cure period during which the Company may cure such alleged event or situation constituting good reason, failing which the Company shall pay him a lump sum payment equal to the amounts due to him under clauses (a) or (b) above for termination during a Change of Control Period and not during a Change of Control Period, respectively. Mr. Freundorfer also may terminate the CEO Agreement by resigning at any time on 90 days’ prior written notice.

The Company may terminate the CEO Agreement for cause, in which event the Company shall pay Mr. Freundorfer his accrued base salary plus any unreimbursed expenses incurred by him in accordance with Company policies.

Mr. Freundorfer is also entitled to certain equity compensation upon termination of the CEO Agreement.

If the Company terminates the CEO Agreement for cause, only the Base Stock Options and Bonus Stock Options that vested at the date of termination will be retained by Mr. Freundorfer, and will remain exercisable until the date that is 30 days following the date of termination of the CEO Agreement.

If the Company terminates Mr. Freundorfer other than for cause, then:

(a)      if such termination occurs during a Change of Control Period, 100% of the Base Stock Options and the Bonus Stock Options granted to Mr. Freundorfer will immediately vest, and Mr. Freundorfer will retain all Base Stock Options and Bonus Stock Options that are vested as of the date of termination of the CEO Agreement, including the accelerated portion, with all such options being exercisable until the date that is 90 days following the date of termination of the CEO Agreement; or

(b)      if such termination does not occur during a Change of Control Period, 25% of the then unvested Base Stock Options and Bonus Stock Options granted to Mr. Freundorfer will immediately vest, and Mr. Freundorfer will retain all Base Stock Options and Bonus Stock Options that are vested as of the date of termination of the CEO Agreement, including the accelerated portion, with all such options being exercisable until the date that is 180 days following the date of termination of the CEO Agreement.

If Mr. Freundorfer terminates the CEO Agreement for good reason, then the Base Stock Options and Bonus Stock Options will vest pursuant to the terms stated in clauses (a) or (b) above for termination during a Change of Control Period and not during a Change of Control Period, respectively.

The CEO Agreement also contains certain non-competition, non-solicitation, confidentiality, and assignment of inventions provisions. Mr. Freundorfer is subject to non-competition and non-solicitation restrictions for a period of one year following termination of his employment, as further provided in the CEO Agreement.

Consulting Agreements

We have entered into consulting agreements with our Chairman and President, our Chief Financial Officer, and certain other consultants. Under these agreements, each of these executive officers and other consultants is engaged for a specific time period. We may terminate employment for cause for certain acts of executive officers and other consultants, such as commission of any serious or persistent breach or non-observance of the terms and conditions

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Common Shares as of the date of this prospectus by our officers, Directors, and 5% or greater beneficial owners of our Common Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Common Shares. The following table assumes that none of our officers, Directors, or 5% or greater beneficial owners of our Common Shares will purchase shares in this Offering. In addition, the following table assumes that the Underwriters’ over-allotment option has not been exercised.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. As of the date of this prospectus, the percentage of Shares beneficially owned prior to this Offering is based on 33,752,619 Common Shares outstanding as described in “Our Corporate Structure And History” section. None of the shareholders are located in the United States. We have options outstanding which allow the holders to acquire 355,555 of our Common Shares at a price of $0.45 per share until May 5, 2028; all of such options are fully vested as of the date of this prospectus. We do not have any warrants outstanding. The percentage of Shares beneficially owned after this Offering is based on the number of Shares outstanding prior to this Offering plus the Common Shares that we are selling in this Offering, assuming the Underwriters do not exercise the over-allotment option. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws

As of the date of this prospectus, eleven of our outstanding Shares are held by record holders in the United States.

____________

*        Less than 1%.

(1)      Unless otherwise noted, the business address of each of the following entities or individuals is Unit 5 2425 Skymark Ave, Mississauga, ON L4W 4Y6, Canada.

(2)      Applicable percentage of ownership is based on 33,752,619 Common Shares outstanding as of the date of this prospectus.

(3)      Applicable percentage of ownership is based on 39,308,175 Common Shares outstanding immediately after the offering.

RELATED PARTY TRANSACTIONS

The following is a summary of transactions since our incorporation on August 24, 2023 and up to the date of this prospectus to which we have been a party and in which any members of our board of directors, any Executive Officers, or shareholder that has a significant influence on the company had, has had or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this prospectus captioned “Management”.

Nature of Relationships with Related Parties

The relationship and the nature of related party transactions are summarized as follows:

On March 11, 2025, the Company repurchased 20,000,000 Common Shares from former directors at the original issuance price for nominal consideration.

Due to a related party.

As of June 30, 2025, and 2024, $180,694 and $Nil, respectively, is owing to related parties and has been included in accounts payable and accrued liabilities. These balances are in relation to fees and management compensation and are non-interest bearing, unsecured and due on demand. Such amounts have been repaid subsequent to June 30, 2025, and as of the date of this prospectus, no such amount are owed to related parties. The related party transactions summarized above are consistent with and derived from the disclosures included in Note 6 — Related Party Transactions to our audited financial statements.

During the year ended June 30, 2025, the Company incurred management and consulting fees payable to certain directors, executive officers and founders in connection with operational, strategic, capital markets and corporate development activities. These amounts primarily relate to management fees, consulting services, professional services, and advisory support provided to the Company in the ordinary course of its development-stage operations.

As of June 30, 2025, amounts owing to related parties totaled $180,694 and were included in accounts payable and accrued liabilities. These balances were non-interest bearing, unsecured, and due on demand. No amounts were owing to related parties as of June 30, 2024.

As of the date of this prospectus, amounts previously owed to certain directors and officers, have been fully settled. Any remaining balances, if any, reflect ordinary course management or professional fee arrangements with other related parties, as disclosed in the financial statements.

In addition, during the year ended June 30, 2025, the Company issued common shares to certain consultants, including related parties, as non-cash consideration for consulting and advisory services. The fair value of such shares was recognized as stock-based compensation in accordance with U.S. GAAP and is disclosed in Note 5 — Share Capital to the audited financial statements.

On March 11, 2025, the Company repurchased 20,000,000 common shares from former directors at the original issuance price for nominal consideration, as disclosed in Note 5 — Share Capital.

Interim Update through December 31, 2025

As of December 31, 2025 and June 30, 2025, amounts of $35,670 and $180,694, respectively, were owing to directors, officers, and related parties of the Company and were included in accounts payable and accrued liabilities. These balances were non-interest bearing, unsecured, and due on demand. The decrease in amounts owing to related parties from June 30, 2025 to December 31, 2025 primarily reflected the partial settlement of balances outstanding at the end of the prior fiscal year. The remaining balance as of December 31, 2025 reflected unpaid amounts owing in the ordinary course of management, professional and related advisory arrangements.

During the six months ended December 31, 2025 and 2024, the Company incurred the following transactions with related parties:

On February 25, 2026, the Company and Irydyum Scientific Inc. entered into a consulting agreement with respect to the services provided by Dr. Eleodor Nichita. This agreement provides for the payment of a monthly consulting fee in the amount of CAD$7,500.

Further details regarding the nature, timing, and financial impact of related party transactions through June 30, 2025 are included in Note 6 to the audited financial statements incorporated by reference in this prospectus, and through December 31, 2025 are included in Note 9 to the unaudited condensed consolidated financial statements incorporated elsewhere in this prospectus.

Policies and Procedures for Related Party Transactions

Our board of directors will, prior to the consummation of this offering, create an audit committee, which will be tasked with review and approval of all related party transactions. Following the creation of the audit committee, related party transactions will be subject to review and approval in accordance with the audit committee’s charter and applicable corporate governance standards.

DESCRIPTION OF SHARE CAPITAL AND ORGANIZATIONAL DOCUMENTS

General

We are a company incorporated under the laws of the Province of British Columbia, Canada, and our affairs are governed by our Notice of Articles and Articles (collectively, our “Articles”) and the Business Corporations Act (British Columbia) (“BCBCA”).

Share Capital

Our authorized share capital consists of an unlimited number of Common Shares without par value. As of March 17, 2026, there were 33,752,619 Common Shares issued and outstanding, held by 54 shareholders of record.

Common Shares

Voting Rights.    Each holder of Common Shares is entitled to one vote for each share held on all matters submitted to a vote of shareholders.

Dividends.    Holders of Common Shares are entitled to receive dividends as, when, and if declared by the Board of Directors, subject to the BCBCA and the rights, if any, of the holders of any other class or series of shares that may be authorized and issued in the future and that are entitled to receive dividends in priority to or concurrently with the holders of the Common Shares.

Liquidation.    In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Common Shares are entitled to receive the remaining property and assets of the Company, subject to the rights, if any, of the holders of any other class or series of shares that may be authorized and issued in the future and that are entitled to receive assets in priority to or concurrently with the holders of the Common Shares.

Rights and Preferences.    The holders of Common Shares have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the Common Shares. The rights, preferences and privileges of the holders of Common Shares may be adversely affected by the rights of the holders of any other class or series of shares that may be created and issued in the future. We are not currently authorized to issue any class or series of shares other than Common Shares.

Fully Paid and Non-assessable.    All of our outstanding Common Shares are, and the Common Shares to be issued in this offering will be, fully paid and non-assessable.

Transfer Restrictions.    Our Articles provide that no Common Share may be sold, transferred or otherwise disposed of without the consent of the directors, and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition. This restriction does not apply if and for so long as the Company is a public company (or a pre-existing reporting company to which the statutory reporting company provisions apply).

History of Securities Issuances

The following is a summary of the Company’s securities issuances during the past three years, presented by period and consistent with the audited financial statements.

On April 7, 2025, the Company completed a stock split on the basis of ten (10) post-split Common Shares for each one (1) pre-split Common Share. Unless otherwise indicated, all share numbers presented below are on a post-split basis.

Issuances from incorporation on August 24, 2023 to June 30, 2024

•        On August 24, 2023, the Company was incorporated as Raise AI Technologies Inc. and issued 30,000,000 Common Shares (post-stock split basis) at a price of CAD $0.000001 per share for gross proceeds of $22 (CAD $30).

Issuances during the year ended June 30, 2025:

•        On March 13, 2025, the Company issued 12,222,220 Common Shares at the original issuance price of CAD $0.000001 for total of $9 (CAD $12).

•        On April 8, 2025, the Company completed a founders financing round by issuing 622,221 Common Shares at a price of CAD $0.000001 per share for nominal proceeds.

•        On May 5, 2025, the Company issued 917,556 Common Shares to consultants as non-cash consideration for consulting and advisory services related to capital markets, public market initiatives, and IPO readiness. The grant-date fair value of these shares was $412,900.

•        On May 10, 2025, the Company completed a seed financing by issuing 333,330 Common Shares at a price of $0.45 per share for gross proceeds of $150,000.

•        On March 11, 2025, the Company repurchased 20,000,000 Common Shares from former directors at the original issuance price for nominal consideration. The repurchased shares were retired and cancelled.

Issuances subsequent to June 30, 2025:

•        Subsequent to June 30, 2025, the Company completed additional equity financings and issued common shares and convertible securities, as described in Note 12 — Subsequent Events to the audited financial statements.

•        On October 14, 2025, we approved a convertible note financing of up to US$300,000, which notes were subsequently converted into Common Shares at a price of US$1.40 per share.

•        In October and November 2025, we completed a private placement of Common Shares at a price of US$1.40 per share, issuing shares in multiple tranches.

•        On January 26, 2026, the Company issued 3,250,000 Common Shares at $1.40 per share to consultants.

Indemnification of Directors and Officers

Under the BCBCA, we may indemnify a present or former director or officer of the Company or of an affiliate of the Company, or a person who acts or acted at the Company’s request as a director or officer of, or in a similar capacity for, another corporation or entity (an “eligible party”), against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, a proceeding in which the eligible party or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an affiliate of the Company (an “eligible proceeding”).

Our Articles provide that the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in our Articles.

However, under the BCBCA, we are prohibited from indemnifying an eligible party if: (a) the eligible party did not act honestly and in good faith with a view to the best interests of the Company; or (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the eligible party did not have reasonable grounds for believing that his or her conduct was lawful. In addition, the BCBCA prohibits indemnification and payment of expenses in respect of eligible proceedings brought against an eligible party by or on behalf of the Company or an associated corporation.

Material Differences between the BCBCA and the Delaware General Corporation Law

Our corporate affairs are governed by our Articles and the provisions of the BCBCA. The BCBCA differs from the various state laws applicable to U.S. corporations and their shareholders. The following provides a summary of the material differences between the provisions of the BCBCA applicable to us and the Delaware General Corporation Law (the “DGCL”) applicable to companies incorporated in Delaware and their shareholders.

Fiduciary Duties of Directors

BCBCA:    Directors and officers must act honestly and in good faith with a view to the best interests of the company and must exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.

DGCL:    The business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its stockholders.

Shareholder Action by Written Consent

BCBCA:    Shareholder action without a meeting may be taken by a consent resolution. In the case of an ordinary resolution, this requires written consent by shareholders holding at least a special majority of the votes entitled to be cast on the resolution, after the resolution has been submitted to all shareholders entitled to vote at general meetings. In the case of any other shareholder resolution, written consent must be unanimous.

DGCL:    A corporation’s certificate of incorporation may eliminate the right of stockholders to act by written consent. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Special Meetings of Shareholders

BCBCA:    Shareholders holding, in the aggregate, at least 5% of the issued shares that carry the right to vote at general meetings may requisition the directors to call a general meeting. If the directors do not send notice of the general meeting within 21 days after receipt of the requisition, the requisitioning shareholders, or any one or more of them holding, in the aggregate, more than 1/40 of the issued voting shares, may send notice of the general meeting.

DGCL:    A special meeting of stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

Anti-takeover Provisions

BCBCA:    The BCBCA does not contain a statutory “business combination with interested shareholder” anti-takeover provision comparable to Delaware law. Corporate take-overs of British Columbia companies are instead principally regulated by Canadian securities laws governing take-over bids, which may delay or discourage a change of control.

DGCL:    A corporation is prohibited from engaging in a “business combination” with an “interested stockholder” for three years following the date that such person becomes an interested stockholder. With certain exceptions, an interested stockholder is a person or group who or which owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of such voting stock at any time within the previous three years.

Oppression Remedy

BCBCA:    The BCBCA provides an oppression remedy that enables a court to make any order, both interim and final, to rectify the matters complained of if the court is satisfied that the affairs of the corporation are being conducted in a manner that is oppressive or unfairly prejudicial to one or more shareholders.

DGCL:    The DGCL does not provide for a similar statutory oppression remedy. However, stockholders may bring derivative suits or class actions alleging breach of fiduciary duties by directors or controlling stockholders.

Removal of Directors

BCBCA:    A company may remove a director before the expiration of the director’s term of office by special resolution or, if the memorandum or articles so provide, by the resolution or method specified in the memorandum or articles.

DGCL:    A director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.

Amendment of Governing Documents

BCBCA:    Under the BCBCA, an amendment to the Notice of Articles or Articles generally requires a special resolution, which requires a majority of two-thirds of the votes cast on the resolution. The directors may be authorized to make certain changes (such as a change of name) if the Articles so provide.

DGCL:    Amendments to the certificate of incorporation require the approval of the board of directors and the approval of a majority of the outstanding shares entitled to vote. Bylaws may generally be amended by the board of directors (if authorized in the certificate of incorporation) or by the stockholders.

Appraisal/Dissent Rights

BCBCA:    The BCBCA provides a right of dissent and appraisal in respect of certain fundamental changes, including: (i) the alteration of any restriction on the business carried on by the company; (ii) any amalgamation, merger or arrangement; (iii) the continuance of the company into another jurisdiction; (iv) the sale, lease or other disposition of all or substantially all of the undertaking of the company; and (v) the alteration of special rights or restrictions attached to shares.

DGCL:    Stockholders have appraisal rights in the event of a merger or consolidation of the corporation, subject to certain limitations (e.g., no appraisal rights if the shares are listed on a national securities exchange).

Vacancies on Board of Directors

BCBCA:    Under the BCBCA, a casual vacancy may be filled by the remaining directors. A vacancy resulting from the removal of a director by the shareholders may be filled by the shareholders at the meeting at which the director is removed, or, if not filled, by the remaining directors (unless the Articles provide otherwise).

DGCL:    Vacancies and newly created directorships may be filled by a majority of the directors then in office (even if less than a quorum) or by a sole remaining director, unless the certificate of incorporation or bylaws provide otherwise.

Other Important Provisions of our Articles

Objects and Purposes.    Our Articles do not contain any restrictions on the business that we may carry on.

Directors.

Borrowing Powers.    Our Articles provide that the Board of Directors may from time to time on behalf of the Company: (1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate; (2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; (3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and (4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Qualification     A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the BCBCA.

Removal.    Our Articles provide that the Company may remove any director before the expiration of his or her term of office by special resolution. Our Articles provide that the special majority required to pass a special resolution is two-thirds of the votes cast on the resolution. The directors may remove any director before the expiration of their term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign.

Meetings of Shareholders.

Quorum.    Our Articles provide that, subject to the special rights or restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

Advance Notice Procedures.    Our Articles do not contain specific advance notice provisions for director nominations beyond the BCBCA requirements. The BCBCA provides a statutory shareholder proposal regime for public companies, under which a qualified shareholder (generally, a registered or beneficial owner of voting shares for an uninterrupted period of at least two years, subject to statutory exceptions) may submit a proposal if it is signed and supported by the requisite holders and is delivered to the company at least three months before the anniversary of the previous year’s annual reference date.

Amalgamations and Mergers.

Complex business combinations such as amalgamations and arrangements require the approval of shareholders by a special resolution (2/3 majority).

Ownership and Exchange Controls

Competition Act.    Limitations on the ability to acquire and hold our Common Shares may be imposed by the Competition Act (Canada) (the “Competition Act”). This legislation permits the Commissioner of Competition to review any acquisition of a significant interest in us, including through the purchase of our Common Shares, and to challenge such a transaction before the Competition Tribunal if the Commissioner concludes that it prevents or lessens, or is likely to prevent or lessen, competition substantially in any market in Canada. Certain acquisitions of our Common Shares may be subject to pre-merger notification requirements under the Competition Act if prescribed financial and share-ownership thresholds are exceeded, which thresholds are set by regulation and are subject to periodic adjustment. Prospective acquirers should consult their own legal counsel to determine whether a proposed acquisition of our Common Shares would be subject to notification or review under the Competition Act.

Investment Canada Act.    The Investment Canada Act (Canada) (“Investment Canada Act”) requires each “non-Canadian” (as defined in that statute) who acquires “control” of an existing “Canadian business” to file either an application for review or a notification in the prescribed form with the responsible federal authorities, depending on the size and nature of the investment. Subject to certain exemptions, a transaction that is reviewable under the Investment Canada Act may not be completed until the responsible Minister has determined that the investment is likely to be of “net benefit to Canada,” taking into account the statutory factors. In addition, the Investment Canada

Act provides for a separate national security review process that can apply to any investment by a non-Canadian, regardless of size, including minority investments. Given the nature of our business in advanced nuclear technology, acquisitions of our Common Shares or control of our Company by non-Canadians may be subject to national security review by the federal government of Canada, and there can be no assurance that any such review would result in approval of a proposed investment or acquisition. Any such review could delay, impose conditions on, or prevent a change-of-control transaction involving our Company.

Listing

We plan to apply to list our Common Shares on the NYSE under the symbol “NCLA”.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Shares is Endeavor Trust Corporation.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of this offering, we will have 39,308,175 Common Shares issued and outstanding, assuming no exercise of the Underwriters’ over-allotment option.

Prior to this Offering, there has been no public market for our Shares, and while we plan to apply to list our Shares on the NYSE, we cannot assure you that a regular trading market for our Shares will develop or be sustained after this offering. Future sales of substantial amounts of Common Shares in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Shares. Further, since a large number of our Common Shares will not be available for sale shortly after this Offering because of the contractual and legal restrictions on resale described below, sales of substantial amounts of our Common Shares in the public market after these restrictions lapse, or the perception that such sales may occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Lock-up Agreements

We will agree, for a period of 180 days after the closing of this offering (the “Lock-Up Period”), not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of disposition, except that the Company may grant awards under its equity incentive plan in the ordinary course of business as long as the Company does not file a Form S-8 or other registration statement covering Common Shares underlying the awards or otherwise issues as awards during the Lock-up Period, (ii) file or caused to be filed any registration statement with the Securities and Exchange Commission related to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable or Common Shares, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, (iv) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any of our Common Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Common Shares or any such substantially similar securities, (v) complete any offering of debt securities, other than entering into a line of credit with a traditional bank, (vi) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Common Shares, whether any such transaction, including the transactions described in the preceding bullet points, is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (vii) make any demand for or exercise any right with respect to the registration of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; or (viii) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares.

Each of our directors, executive officers and 10%+ shareholders, who hold an aggregate of 22,222,220 Common Shares, is expected, prior to the closing of this Offering, to sign a lock-up agreement for a duration of 180 days. These lock-up agreements will have no leak-out provisions. Holders of between 3% and 10% of our Common Shares, who hold an aggregate of 6,074,459 Common Shares, are expected, prior to the closing of this Offering, to sign lock up agreements, also for a duration of 180 days. The lock-up agreements which are to be signed by these shareholders contain leak-out provisions which are described in the section “Underwriting — Lock Up Agreements”. Lastly, our Selling Shareholders, who hold an aggregate of 2,817,294 Common Shares, have already signed lock-up agreements as part of their initial subscription. These agreements lock-up their shares for a period of 180 days, with leak-out provisions, as described in the section “Underwriting — Lock Up Agreements”. In aggregate holders of 31,113,973 of our Common Shares have entered into, or are expected to enter into, lock-up agreements, of which holders of 8,891,753 of our Common Shares have leak-out provisions.

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our Common Shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our Common Shares may dispose of significant numbers of our Common Shares in the future. If our Common Shares are approved for listing on the NYSE, we cannot predict what effect, if any, future sales of our Common Shares, or the availability of Common Shares for future sale, will have on the trading price of our Common Shares from time to time. If our Common Shares are approved for listing on the NYSE, sales of substantial amounts of our Common Shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Common Shares. See “Underwriting — Lock-Up Agreements.”

Rule 144

All of our Shares outstanding prior to this Offering are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our Shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

Subject to the Lock-Up Agreements, our affiliates may sell within any three-month period a number of Shares that does not exceed the greater of the following:

•        1% of the then outstanding Shares of the same class, which will equal approximately 393,082 Common shares immediately after this Offering; or

•        the average weekly trading volume of our Shares on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Affiliates who sell restricted securities under Rule 144 may not solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availability of current public information about us.

Persons who are not our affiliates are only subject to one of these additional restrictions, the requirement of the availability of current public information about us, and this additional restriction does not apply if they have beneficially owned our restricted shares for more than one year.

Resale Prospectus

As described in the Explanatory Note to the registration statement of which this prospectus forms a part, the registration statement also contains the Resale Prospectus to be used in connection with the potential resale of our Common Shares held by the Selling Shareholders. These Common Shares have been registered to permit public resale of such shares, and the Selling Shareholders may offer the shares for resale from time to time pursuant to the Resale Prospectus. The Selling Shareholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. Any shares sold by the Selling Shareholders until our Common Shares are listed or quoted on an established public trading market will take place at the public offering price of the Common Shares we are selling in our initial public offering. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our Common Shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such Shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Canadian Resale Restrictions

In addition to the resale restrictions under U.S. securities laws described above, Canadian purchasers of Common Shares in this offering are subject to resale restrictions under applicable Canadian securities laws. Because the Company is not a reporting issuer in any province or territory of Canada as of the date of this prospectus, Common Shares sold to Canadian purchasers will be subject to an indefinite hold period in Canada and may not be resold in Canada except pursuant to a prospectus filed with the securities regulatory authorities in the applicable Canadian jurisdictions or in reliance on an available prospectus exemption. Canadian purchasers may be able to resell Common Shares through the facilities of the NYSE in a bona fide trade outside Canada in reliance on an available prospectus exemption, including the exemption in Section 2.14 of National Instrument 45-102 — Resale of Securities, if the conditions of that exemption are satisfied at the time of resale.

TAXATION

The following are material Canadian and U.S. federal income tax considerations relevant to an investment in our Common Shares. This discussion does not address all of the tax consequences that may be relevant in light of the investor’s particular circumstances. Potential investors should consult their tax advisers regarding the Canadian federal and provincial tax, U.S. federal, state and local, and non-U.S. tax consequences of owning and disposing of our Common Shares in their particular circumstances

Canadian Tax Considerations

The statements contained in the following summary, insofar as they purport to summarize certain provisions of the laws of Canada and the Province of British Columbia, represent the opinion of Oakridge Law LLP, Canadian counsel to the Company, are accurate in all material respects and constitute a fair summary of the Canadian federal income tax considerations discussed herein. This summary describes, as of the date hereof, the material Canadian federal income tax considerations generally applicable to a purchaser who acquires, as beneficial owner, Common Shares pursuant to this prospectus and who, at all relevant times, for purposes of the Income Tax Act (Canada) and the regulations thereunder, which we collectively refer to as the Canadian Tax Act, (i) is not, and is not deemed to be, resident in Canada for purposes of the Canadian Tax Act and any applicable income tax treaty or convention; (ii) deals at arm’s length with the Underwriters, the Selling Shareholders and us; (iii) is not affiliated with the Underwriters, the Selling Shareholders or us; (iv) does not use or hold, and is not deemed to use or hold, Common Shares in a business or part of a business carried on in Canada; and (v) holds the Common Shares as capital property, which we refer to as a Non-Canadian Holder. This summary does not apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank”, as that term is defined in the Canadian Tax Act. Such Non-Canadian Holders should consult their tax advisors for advice having regard to their particular circumstances. This summary does not deal with special situations, such as the particular circumstances of traders or dealers, tax exempt entities, insurers or financial institutions, or other purchasers of special status or in special circumstances. Such purchasers should consult their own tax advisors.

This summary is based on the current provisions of the Canadian Tax Act, and an understanding of the current administrative policies of the Canada Revenue Agency published in writing prior to the date hereof. It takes into account all specific proposals to amend the Canadian Tax Act and the Canada-United States Tax Convention (1980) (which we refer to as the Canada-U.S. Tax Treaty), as amended, publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (which we refer to as the Proposed Amendments) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.

Currency Conversion

Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the Common Shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends, capital gains or capital losses realized by a Non-Canadian Holder may be affected by fluctuations in the Canadian exchange rate.

Dividends

Dividends paid or credited on the Common Shares or deemed to be paid or credited on the Common Shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty, where dividends on the Common Shares are considered to be paid to or derived by a

Non-Canadian Holder that is a beneficial owner of the dividends, is a U.S. resident for the purposes of and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a U.S. Holder that is a corporation beneficially owning at least 10% of all of the issued voting shares). We will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the Non-Canadian Holder’s account. Non-Canadian Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.

Dispositions

A Non-Canadian Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of a Common Share, nor will capital losses arising therefrom be recognized under the Canadian Tax Act, unless (i) the Common Shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Canadian Tax Act at the time of disposition; and (ii) the Non-Canadian Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident.

Generally, the Common Shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the Common Shares are listed at that time on a “designated stock exchange” (as defined in the Canadian Tax Act), which includes the NYSE, unless at any particular time during the 60-month period that ends at that time the following two conditions are satisfied concurrently:

•        at least 25% of the issued shares of any class or series of our capital stock was owned by or belonged to any combination of (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and

•        more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of: (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as that term is defined in the Canadian Tax Act), (iii) “timber resource properties” (as that term is defined in the Canadian Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists.

Notwithstanding the foregoing, in certain circumstances, Common Shares could be deemed to be “taxable Canadian property.”

A Non-Canadian Holder that disposes of, or is deemed to have disposed of, a Common Share that constitutes “taxable Canadian property” should consult their own tax advisors with respect to the application of the Canadian Tax Act to any gains on the disposition of the Common Share, any potential relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident, and filing requirements under the Canadian Tax Act.

United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of the ownership and disposition of our Shares. This summary applies only to U.S. Holders that hold our Shares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional currency. This summary is based on U.S. tax laws in effect as of the date of this prospectus, on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this prospectus, and judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which could apply retroactively and could affect the tax consequences described below. No ruling has been sought from the Internal Revenue Service (“IRS”) with respect to any U.S. federal income tax considerations described below, and there can be no assurance that the IRS or a court will not take a contrary position. Moreover, this summary does not address the U.S. federal estate, gift, backup withholding, and alternative minimum tax considerations, or any state, local, and non-U.S. tax considerations, relating to the ownership and disposition of our Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

•        financial institutions or financial services entities;

•        underwriters;

•        insurance companies;

•        pension plans;

•        cooperatives;

•        regulated investment companies;

•        real estate investment trusts;

•        grantor trusts;

•        broker-dealers;

•        traders that elect to use a mark-to-market method of accounting;

•        governments or agencies or instrumentalities thereof;

•        certain former U.S. citizens or long-term residents;

•        tax-exempt entities (including private foundations);

•        persons liable for alternative minimum tax;

•        persons holding stock as part of a straddle, hedging, conversion or other integrated transaction;

•        persons whose functional currency is not the U.S. dollar;

•        passive foreign investment companies;

•        controlled foreign corporations;

•        the Company’s officers or directors;

•        holders who are not U.S. Holders;

•        persons that actually or constructively own 5% or more of the total combined voting power of all classes of our voting stock; or

•        partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Shares through such entities.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Shares that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Shares and their partners are urged to consult their tax advisors regarding an investment in our Shares.

PERSONS CONSIDERING AN INVESTMENT IN OUR SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR SHARES INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS AND NON-U.S. TAX LAWS.

Taxation of Dividends and Other Distributions on Our Shares

As discussed under “Dividend Policy” above, we do not anticipate that any dividends will be paid in the foreseeable future. Subject to the Passive Foreign Investment Company (“PFIC”) rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S. Holder’s method of accounting for United States federal income tax purposes, as dividends the amount of any distribution paid on the Shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder as dividend income and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower capital gains rate, provided that our Shares are readily tradable on an established securities market in the United States and the U.S. Holder satisfies certain holding periods and other requirements. In this regard, shares generally are considered to be readily tradable on an established securities market in the United States if they are listed on the NYSE, as our Shares are expected to be.

Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Shares. In the event that we do not maintain calculations of our earnings and profits under United States federal income tax principles, a U.S. Holder should expect that all cash distributions will be reported as dividends for United States federal income tax purposes. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our Shares.

Dividends will generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on our Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Taxation of Sale or Other Disposition of Shares

Subject to the discussion below under “PFIC Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such Shares. Any capital gain or loss will be long term if the Shares have been held for more than one year and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company Rules

A non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the company’s goodwill and other unbooked intangibles are taken

year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

Furthermore, as an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing fund” election regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. However, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual Internal Revenue Service Form 8621 and provide such other information as may be required by the U.S. Treasury Department, whether or not a mark-to-market election is or has been made. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You should consult your tax advisors regarding how the PFIC rules apply to your investment in our Shares.

Information Reporting and Backup Withholding

Certain U.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

In addition, dividend payments with respect to our Shares and proceeds from the sale, exchange or redemption of our Shares may be subject to additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. We do not intend to withhold taxes for individual Shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

UNDERWRITING

Joseph Gunnar & Co., LLC, is the sole book-runner of this offering and is serving as representative of the Underwriters. We have entered into the Underwriting Agreement dated [*], 2026, with the Underwriters named below. Subject to the terms and conditions of the Underwriting Agreement, we have agreed to sell to the Underwriters, and each Underwriter has agreed, severally and not jointly, to purchase the number of Common Shares at the initial public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus and listed next to its name in the following table:

The Underwriter has committed to purchase all Common Shares offered by us other than those covered by the over-allotment option described below, if any are purchased. The obligations of the Underwriter may be terminated upon the occurrence of certain events specified in the Underwriting Agreement. Furthermore, the Underwriting Agreement provides that the obligations of the Underwriter to pay for and accept delivery of the Common Shares offered by us in this prospectus are subject to various representations and warranties and other customary conditions specified in the Underwriting Agreement, such as receipt by the representative of officers’ certificates and legal opinions.

We have agreed to indemnify the Underwriter against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make in respect thereof.

The Underwriter is offering the Common Shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by its counsel and other conditions specified in the Underwriting Agreement. The Underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

We have granted the Underwriter an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the Underwriter to purchase up to an aggregate of 833,333 additional Common Shares (equal to 15% of the Common Shares sold in this offering) at the public offering price per share, less underwriting discounts and commissions, solely to cover over-allotments, if any. If the Underwriter exercises this option in whole or in part, then the Underwriter will be committed, subject to the conditions described in the Underwriting Agreement, to purchase the additional Common Shares.

Discounts, Commissions and Reimbursement

The representative has advised us that the Underwriters propose to offer the shares to the public at the initial public offering price per share set forth on the cover page of this prospectus. The Underwriters may offer shares to securities dealers at that price less a concession of not more than US$0.54 per share of which up to US$0.00 per share may be reallowed to other dealers. After the initial offering to the public, the public offering price and other selling terms may be changed by the representative.

The following table summarizes the underwriting discounts and commissions, non-accountable Underwriter’s expense allowance and proceeds, before expenses, to us assuming both no exercise and full exercise by the Underwriter of their over-allotment option:

We have paid an expense deposit of $35,000 to the representative of the Underwriters upon execution of an engagement letter relating to this offering (the “Advance”), which will be reimbursed to us to the extent not incurred.

We have also agreed to reimburse the Underwriter for reasonable out-of-pocket expenses not to exceed $201,950 in the aggregate, including: (i) up to $125,000 in fees and expenses of the Underwriter’s legal counsel and (ii) up to $76,950 in other expenses related to the offering. We estimate that the total expenses of this offering payable by us, not including underwriting discounts, commissions and expenses, will be approximately $1,000,000.

Representative’s Warrants

Upon the closing of this offering, we have agreed to issue to the representative warrants to purchase a number of Common Shares equal in the aggregate to 5% of the total shares sold in this public offering (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable at a per share exercise price equal to 120% of the public offering price per share sold in this offering. The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during the five year period commencing six months after the effective date of the registration statement related to this offering. The Representative’s Warrants also provide for one demand registration right of the shares underlying the Representative’s Warrants, and unlimited “piggyback” registration rights with respect to the registration of the Common Shares underlying the Representative’s Warrants and customary antidilution provisions. The demand registration right provided will not be greater than five years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration right provided will not be greater than seven years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(D).

The Representative’s Warrants and the Common Shares underlying the Representative’s Warrants have been deemed compensation by the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The representative, or permitted assignees under such rule, may not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the representative engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying shares for a period of 180 days from the effective date of the registration statement. Additionally, the Representative’s Warrants may not be sold transferred, assigned, pledged or hypothecated for a 180-day period following the effective date of the registration statement except to any Underwriter and selected dealer participating in the offering and their bona fide officers or partners. The Representative’s Warrants will provide for adjustment in the number and price of the Representative’s Warrants and the Common Shares underlying such Representative’s Warrants in the event of recapitalization, merger, stock split or other structural transaction, or a future financing undertaken by us.

Discretionary Accounts

The Underwriter does not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

Company Lock-Up.    We agreed that for a period of 180 days after the closing of this offering (the “Lock-Up Period”) we will not, without the prior written consent of the representative and subject to certain exceptions, directly or indirectly:

•        offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of disposition, except that the Company may grant awards under its equity incentive plan in the ordinary course of business as long as the Company does not file a Form S-8 or other registration statement covering Common Shares underlying the awards or otherwise issues as awards during the Lock-up Period;

•        file or caused to be filed any registration statement with the Securities and Exchange Commission related to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares;

•        complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank;

•        file or caused to be filed any registration statement with SEC relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares;

•        complete any offering of debt securities, other than entering into a line of credit with a traditional bank;

•        enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Common Shares, whether any such transaction, including the transactions described in the preceding bullet points, is to be settled by delivery of Common Shares or such other securities, in cash or otherwise;

•        make any demand for or exercise any right with respect to the registration of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; or

•        publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares.

Shareholder Lock-Up.    Each of our directors, executive officers and 10%+ shareholders, who hold an aggregate of 22,222,220 Common Shares, is expected, prior to the closing of this Offering, to sign a lock-up agreement for a duration of 180 days. These lock-up agreements will have no leak-out provisions. Holders of between 3% and 10% of our Common Shares, who hold an aggregate of 6,074,459 Common Shares, are expected, prior to the closing of this Offering, to sign lock up agreements, also for a duration of 180 days. The lock-up agreements which are to be signed by these shareholders contain leak-out provisions which are described in the section “Underwriting — Lock Up Agreements”. Lastly, our Selling Shareholders, who hold an aggregate of 2,817,294 Common Shares, have already signed lock-up agreements as part of their initial subscription. These agreements lock-up their shares for a period of 180 days, with leak-out provisions, as described in the section “Underwriting — Lock Up Agreements”. In aggregate holders of 31,113,973 of our Common Shares have entered into, or are expected to enter into, lock-up agreements, of which holders of 8,891,753 of our Common Shares have leak-out provisions. These lock-up parties have agreed that for the Lock-Up Period without the prior written consent of the representative and subject to certain exceptions, they will not directly or indirectly:

•        offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of our Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the shareholder or with respect to which the shareholder has or hereafter acquires the power of disposition, except that the Company may grant awards under its equity incentive plan in the ordinary course of business as long as the Company does not file a Form S-8 or other registration statement covering Common Shares underlying the awards or otherwise issues as awards during the Lock-up Period;

•        file or caused to be filed any registration statement with the Securities and Exchange Commission related to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares;

•        complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank;

•        enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction, including the transactions described in the preceding bullet points, is to be settled by delivery of Common Shares or such other securities, in cash or otherwise;

•        make any demand for or exercise any right with respect to the registration of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; or

•        publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares.

Shareholder Lock-Up Leak-Out Provisions.    Pursuant to such agreements with our 3% to 10% shareholders and with the Selling Shareholders (but not with our officers and directors as well as 10%+ shareholders), we have agreed that if during the Lock-Up Period (i) the high bid price per Common Share exceeds $7.50 for ten (10) consecutive trading days, with at least 100,000 Common Shares traded on each such trading day, such shareholder may sell an aggregate of 33% of its Common Shares, subject to a maximum sale on any trading day of 3% of the daily volume; (ii) the high bid price per Common Share exceeds $10.00 for ten (10) consecutive trading days, with at least 300,000 Common Shares traded on each such trading day, such shareholder may sell an aggregate of 66% of its Common Shares, subject to a maximum sale on any trading day of 3% of the daily volume; and (iii) the high bid price per Company Share exceeds $15.00 for ten (10) consecutive trading days, with at least 500,000 Common Shares traded on each such trading day, such shareholder may sell all of its Common Shares, subject to a maximum sale on any trading day of 3% of the daily volume.

In addition, during the Lock-Up Period, the lock-up parties may not transfer securities subject to their respective lock-up agreements unless permitted to do so under the terms thereof. The lock-up parties may transfer their securities as follows:

(a)     transactions relating to lock-up securities acquired in open market transactions after the completion of this offering; provided that no filing under Section 13 or Section 16(a) of the Exchange Act, or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of lock-up securities acquired in such open market transactions;

(b)    transfers of lock-up securities (i) as a bona fide gift, or for bona fide estate planning purposes, (ii) to an immediate family member (as defined below) or to any trust for the direct or indirect benefit of the lock-up party or his or her immediate family member, or (iii) by will or intestacy or to a family member or trust for the benefit of the lock-up party or a family member (for purposes of the lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin);

(c)     transfers of lock-up securities to a charity or educational institution;

(d)    if the lock-up party, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of lock-up securities to any shareholder, partner or member of, or owner of similar equity interests in, the lock-up party, as the case may be;

(e)     if the lock-up party is a corporation, partnership, limited liability company, trust, or other business entity, transfers or distributions of lock-up securities to current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates, including such entities under common control, (within the meaning of Rule 405 under the Securities Act) of the lock-up party or to the estates of any of the foregoing;

(f)     the transfer of lock-up securities that occurs by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, settlement agreement or other court order;

(g)    any transfer of lock-up securities to the Company pursuant to arrangements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares or in connection with the death, disability or termination of employment or service;

(h)    the sale by the Company (on behalf of the lock-up party) of up to such number of lock-up securities solely necessary to raise funds to satisfy the Company’s income and payroll tax withholding obligations in connection with the vesting, exercise or settlement of restricted stock units held by the lock-up party that are outstanding as of the date of such lock-up agreement; provided that if the lock-up party is required to file a report under Section 16(a) of the Exchange Act during the Lock-Up Period, such lock-up party shall include a statement in any such report to the effect that such transfer was solely pursuant to the circumstances described in this clause;

(i)     no other Common Shares were sold and that the lock-up party’s securities are subject to a lock-up agreement with the Underwriters;

(j)     pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined in the lock-up agreements); or

(k)    transfers of Lock-Up Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (b), (c), (d), (e) and (g) above; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d), (e) and (j), it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of the lock-up agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party thereto; (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and will agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period; (iii) in the case of any transfer pursuant to the foregoing clauses (e), (f) or (g), it will be a condition to any such transfer that no public filing, report or announcement will be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of lock-up securities in connection with such transfer or distribution will be legally required during the Lock-Up Period, such filing, report or announcement will clearly indicate in the footnotes thereto the nature and conditions of such transfer; and (iv) the lock-up party notifies the Underwriters at least two (2) business days prior to the proposed transfer or disposition.

The foregoing restrictions will not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant to the Company’s equity incentive plans; provided that it will apply to any of the lock-up party’s Common Shares issued upon such exercise, (ii) the conversion or exercise of convertible debt or warrants; provided that it will apply to any of the lock-up party’s Common Shares issued upon such exercise, or (iii) the establishment of any new plan (a “New Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the lock-up party’s securities will be made pursuant to a New Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the terms of the lock-up agreement), and such New Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the lock-up party, the Company or any other person, will be required, and no such announcement or filing is made voluntarily, by the lock-up party, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended).

The representative of the Underwriters may release the above securities from lock-up restrictions at any time (except that the restrictions on the Selling Shareholder shares can be released by the Company and not the representative of the Underwriters), subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. (or FINRA). We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholders or the availability of these securities for future sale will have on the market price of our Common Shares.

Right of First Refusal

Upon the closing of this offering, for a period of 15 months from the closing date of this offering, we will grant Joseph Gunnar the right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity or equity-linked offerings, for which we retain the service of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such 15 month period. The Company shall not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which it offers to retain Joseph Gunnar.

Electronic Offer, Sale and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by the Underwriters or selling group members. The Underwriters may agree to allocate a number of securities to selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the Underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Stabilization

In connection with this offering, the Underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while this offering is in progress.

Over-allotment transactions involve sales by the Underwriters of Common Shares in excess of the number of Common Shares the Underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of Common Shares over-allotted by the Underwriters are not greater than the number of Common Shares that they may purchase in the over-allotment option. In a naked short position, the number of Common Shares involved is greater than the number of Common Shares in the over-allotment option. The Underwriters may close out any short position by exercising their over-allotment option and/or purchasing Common Shares in the open market.

Syndicate covering transactions involve purchases of Common Shares in the open market after the distribution has been completed to cover syndicate short positions. In determining the source of Common Shares to close out the short position, the Underwriters will consider, among other things, the price of Common Shares available for purchase in the open market as compared with the price at which it may purchase Common Shares through exercise of the over-allotment option. If the Underwriters sell more Common Shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that after pricing there could be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase in this offering.

Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the Common Shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Common Shares or preventing or retarding a decline in the market price of our Common Shares. As a result, the price of our Common Shares in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the Underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our Common Shares. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the Underwriter and selling group members may engage in passive market making transactions in our securities on the NYSE in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Conflicts of Interest

YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, has agreed to purchase Common Shares from the Underwriters.

Other Relationships

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If the Underwriters or their affiliates have a lending relationship with us, certain of the Underwriters or their affiliates routinely hedge and certain other of the underwriters or their affiliates may hedge their credit exposure to us consistent

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Province of British Columbia, Canada. A majority of our directors and officers, as well as the certain experts named in the “Experts” section of this prospectus are residents of Canada, or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States.

Service of process upon these persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons, may not be collectible within the United States. In addition, it may be difficult for an investor, or any other person or entity, to assert United States securities laws claims in original actions instituted in Canada.

The Supreme Court of Canada has repeatedly affirmed that the requirements to enforce a foreign judgment are as follows:

•        the judgment of the foreign court must be final and conclusive;

•        the court granting the foreign judgment must have had jurisdiction over the parties and the cause of action;

•        the action to enforce a foreign judgment must have been commenced within applicable limitation periods;

•        the judgment is not contrary to the law, public policy, security or sovereignty of Canada and its enforcement is not incompatible with Canadian concepts of justice or contrary to the laws governing enforcement of judgments; and

•        the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties.

Foreign judgments enforced by Canadian courts generally will be payable in Canadian dollars. A Canadian court hearing an action to recover an amount in a non-Canadian currency will render judgment for the equivalent amount in Canadian currency.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States or of any State in the United States. The address of our agent is 122 East 42nd Street, 18th Floor, New York, NY 10168.

NUCLEA ENERGY INC.
(FORMERLY RAISE AI TECHNOLOGIES INC.)

Index to Financial Statements

For the year ended June 30, 2025
and the period from incorporation on August 24, 2023 to June 30, 2024
(Expressed in US dollars, unless otherwise stated)

For the six months ended December 31, 2025 and 2024 (Unaudited)

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Nuclea Energy Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nuclea Energy Inc. (the “Company”), as of June 30, 2025 and 2024, and the related statements of loss and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended June 30, 2025 and for the period from the incorporation on August 24, 2023 to June 30, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Nuclea Energy Inc. as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the year ended June 30, 2025 and for the period from the incorporation on August 24, 2023 to June 30, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Company’s internal control over financial reporting.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Reliant CPA PC

Reliant CPA PC

Served as Auditor since 2025

Newport Beach, CA

December 19, 2025

NUCLEA ENERGY INC.
Balance Sheets
(Expressed in US Dollars)

The accompanying notes are an integral part of these financial statements.

NUCLEA ENERGY INC.
Statements of Loss and Comprehensive Loss
(Expressed in US Dollars)

____________

(*)      On April 7, 2025, the Company completed a stock split on the basis of 10 post-split common shares for each 1 pre-split common share. All current and comparable information related to the number of common shares, the weighted average number of common shares, loss per share, and stock options has been adjusted retrospectively to reflect this stock split.

The accompanying notes are an integral part of these financial statements.

NUCLEA ENERGY INC.
Statements of Stockholders’ Equity
(Expressed in US Dollars)
For the year ended June 30, 2025 and the period from incorporation on August 24, 2023 to June 30, 2024