As filed with the U.S. Securities and Exchange Commission on September 14, 2026.

Registration No. 333-298101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KiNRG, Inc.

(Exact name of registrant as specified in its charter)

1213 Culbreth Drive Suite 103

Wilmington, NC 28405

(910)619-3171

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ronald W. Pickett

Chief Executive Officer

KiNRG, Inc.

13849 Park Center Road Suite A

Herndon, VA 20171

910-509-7183

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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

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

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

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

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

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

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

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

The information in this 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 nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

KiNRG, INC.

3,750,000 SHARES OF COMMON STOCK

REPRESENTATIVES WARRANTS TO PURCHASE UP TO 187,500 SHARES OF COMMON STOCK

187,500 SHARES OF COMMON STOCK UNDERLYING THE REPRESENTATIVES WARRANTS

KiNRG, Inc. is offering 3,750,000 shares of our common stock, par value $0.0001 per share. While our common stock is registered under the Securities Exchange Act of 1934, no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $4.00 and $5.00 per share, and the number of shares of common stock offered hereby is based upon an assumed offering price of $ 4.50 per share, the midpoint of such estimated price range.

We intend to apply to list our common stock on The NYSE American under the symbol “BYOP”. No assurance can be given that our application will be approved. If our common stock is not approved for listing on The NYSE American, we will not consummate this offering.

The underwriter may also exercise their option to purchase up to 562,500 additional shares from us at the public offering price, less the underwriting discount, for 45 days after the date of this prospectus to cover over-allotments.

We expect to be a “smaller reporting company” as defined under the federal securities and, as such, will be subject to reduced public company reporting requirements.

Investing in our securities involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on page 14 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock on or about [______________], 2026, subject to satisfaction of customary closing conditions.

R.F. Lafferty & Co., Inc.

Sole Bookrunning Manager

The date of this prospectus is September 14, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents included or incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents included or incorporated by reference herein or any amendment thereto.

Neither we nor the underwriter has authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our common stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the shares of common stock in any circumstances or in any jurisdictions under which the offer or solicitation is unlawful. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ 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 licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. The forward-looking statements in this prospectus are only predictions. 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 business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to the factors set forth under “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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

If any of the risks actually occur, either alone or in combination with other events or circumstances, or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this prospectus. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business and the Industry in Which We Compete

We have a limited operating history with respect to our current business strategy and operations, which makes it difficult to evaluate our business prospects and future operating results.

Although the Company has operated for many years under difference corporate names, our current business strategy, operations and growth initiatives are relatively recent and continue to evolve. In particular, we have limited operating history with respect to the development and execution of our current infrastructure, energy and mission-critical project activities, including projects associated with our recent acquisition of TRINITY. As a result, investors have limited historical information upon which to evaluate our business, operating results, management capabilities and future prospects.

Our future success will depend on a number of factors, many of which are outside of our control, including our ability to successfully execute projects, secure customer contracts, obtain financing, manage project costs and timelines, recruit and retain qualified personnel, integrate acquired operations, maintain regulatory compliance and respond to changing market conditions and customer demand. Our business strategy also requires significant operational coordination, project execution capabilities and capital resources, and we may encounter delays, cost overruns, operational difficulties, permitting issues, supply chain disruptions or other challenges as we continue to grow our operations.

In addition, our limited operating history in our current markets and business model makes it difficult to accurately forecast future revenues, operating results, cash flows and capital requirements. Our historical results may not be indicative of future performance, particularly as we continue to expand our operations, integrate acquisitions and pursue larger and more complex projects. We may not successfully execute our business strategy, achieve profitability or generate sufficient revenues or cash flows to sustain our operations.

If we are unable to successfully develop and execute our projects, manage our growth, obtain adequate financing or effectively respond to operational and market challenges, our business, financial condition, results of operations and growth prospects could be materially adversely affected, and investors could lose all or part of their investment.

The development of our planned projects requires substantial capital, and we may be unable to obtain the financing necessary to execute our business strategy.

The Company has experienced negative cash flows from operations since its inception. The Company will be required to spend substantial funds to continue research and development. It is estimated that the cost of permitting and constructing large-scale HTR’s will be in excess of $2 billion and the cost of a green hydrogen plant will be in excess of $1.2 billion. The Company’s current development efforts, however, are focused on a smaller 200MW HTR designed for data center applications. The Company anticipates the cost of smaller HTR’s will be less than half the cost of the large HTRs and will be co-located with AI data centers which will be funded by others. The Company anticipates that long term energy (off take agreements) for the supply of electricity required for the AI data centers will support and enable the needed financing for the smaller HTR. The Company’s capital requirements will depend on many factors, primarily relating to the problems, delays, expenses and complications frequently encountered by development stage companies; construction and permitting delays and related issues; the progress of the Company’s research and development programs; the costs and timing of seeking regulatory approvals of the Company’s products under development; the Company’s ability to obtain such regulatory approvals; costs in filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights; the extent and terms of any collaborative research, manufacturing, marketing, or other arrangements; and changes in economic, regulatory, or competitive conditions or the Company’s planned business. In addition, we will need to raise funds for working capital purposes.

To satisfy its capital requirements, the Company expects to seek financing through a combination of public or private equity offerings, debt financings, project financing arrangements, strategic partnerships, joint ventures, customer arrangements, government incentives, grants and other financing sources. The Company may also seek to generate revenues and operating cash flows through infrastructure, engineering, construction and related operational activities, including through the TRINITY business, while continuing to pursue larger-scale HTR and energy infrastructure opportunities. In addition, the Company currently anticipates that smaller-scale HTR deployments and projects co-located with AI data centers may require significantly lower capital expenditures than large-scale HTR projects and may be developed incrementally or with financing and infrastructure support provided by customers, project partners or other third parties.

In addition, following the acquisition of TRINITY, the Company intends to integrate TRINITY’s construction expertise, project execution capabilities and industry relationships into its broader strategy of developing HTR projects and related energy infrastructure opportunities. While the Company believes that combining TRINITY’s construction capabilities with its HTR development efforts may create strategic opportunities, there can be no assurance that the anticipated benefits of the integration will be realized. In addition, management attention, personnel and other resources may be required to support integration efforts and the pursuit of joint HTR and data center opportunities, which could affect TRINITY’s ability to execute its existing business plan or pursue certain third-party opportunities. If the Company is unable to successfully integrate TRINITY or realize the anticipated strategic benefits of the acquisition, its business, financial condition and results of operations could be adversely affected.

There can be no assurance that any such financing, strategic relationships, customer arrangements, grants or operating cash flows will be available to the Company, or if available, that they will be available on acceptable terms or sufficient to support the Company’s planned operations and growth strategy. If adequate funds are not available when needed, the Company may be required to delay, reduce, restructure or abandon certain projects, defer capital expenditures, scale back operations or pursue financing arrangements that may be dilutive or otherwise unfavorable to stockholders. In addition, the Company may be required to relinquish rights or interests in certain projects, technologies or business opportunities in order to secure funding or strategic support. Any inability to obtain adequate financing or successfully execute the Company’s financing strategy could materially adversely affect the Company’s business, financial condition, results of operations and growth prospects.

KiNRG has a history of losses and may not achieve or maintain profitability in the future.

KiNRG incurred net losses from continuing operations of approximately $2.4 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively, and a $15.9 million net income for the six months ended June 30, 2026. As of June 30, 2026, KiNRG had an accumulated deficit of approximately $13.1 million. The Company expects to continue to incur significant operating expenses, development costs, capital expenditures and general and administrative expenses as it continues to develop its business, pursue permitting and regulatory approvals, expand operations, integrate the TRINITY business and pursue planned HTR, energy infrastructure and related project opportunities.

Our business strategy requires significant upfront investments in project development, engineering, permitting, equipment procurement, personnel, infrastructure and financing activities, and many of these expenditures may be incurred significantly in advance of the generation of meaningful revenues or cash flows, if any. In addition, our future operating results may be adversely affected by project delays, permitting or interconnection challenges, customer demand uncertainty, supply chain disruptions, increased labor and construction costs, financing constraints and other risks associated with large-scale infrastructure and energy-related projects.

Although the Company historically has incurred losses and negative operating cash flows, TRINITY has historically operated as an active construction services business. Following the Acquisition, the Company intends to integrate TRINITY’s construction expertise, project execution capabilities and industry relationships into its broader strategy of developing HTR projects and related energy infrastructure opportunities. While the Company believes that combining TRINITY’s construction capabilities with its HTR development efforts may create strategic opportunities, there can be no assurance that the anticipated benefits of the integration will be realized. In addition, the integration process may require management attention and operational resources and could affect the execution of TRINITY’s existing business plan. As a result, TRINITY’s historical revenues, profitability and operating performance may not be indicative of future results as part of the combined enterprise.

We may not be able to generate sufficient revenues, achieve profitability or maintain positive cash flows on a sustained basis. Even if we achieve profitability in future periods, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to successfully execute our business strategy, secure financing, complete projects on commercially reasonable terms or effectively manage our costs and operations, our business, financial condition, results of operations and growth prospects could be materially adversely affected, and investors could lose all or part of their investment.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing and adversely affect our business, financial condition, and results of operations.

The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December 31, 2025 and 2024 includes an explanatory paragraph stating that our recurring losses from operations, negative cash flows from operating activities, and accumulated deficit raise substantial doubt about our ability to continue as a going concern. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2025 includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. For the years ended December 31, 2025 and 2024, the Company incurred net losses from continuing operations of approximately $2.4 million and $1.2 million, respectively, and had an accumulated deficit of approximately $29.0 million as of December 31, 2025. As of December 31, 2025, the Company had cash and cash equivalents of approximately $328,466 and a working capital deficit of approximately $555,239. As of June 30, 2026, following the acquisition of TRINITY, the Company had cash and cash equivalents of approximately $116.1 million and a working capital deficit of approximately $8.3 million.

KiNRG has experienced recurring losses from operations and negative cash flows from operating activities and expects to continue to incur significant operating losses, development costs, capital expenditures and working capital requirements in connection with the execution of its business strategy and planned projects. The Company has historically relied on debt and equity financings to fund operations and meet liquidity needs. During the year ended December 31, 2025, the Company received proceeds of approximately $750,000 from the sale of common stock and approximately $250,000 from the exercise of common stock warrants.

As of August 31, 2026, the Company had cash on hand of approximately $129.7 million. Management believes that this amount is sufficient to meet the Company’s operating and working capital needs for the next 12 months; however, this analysis does not include the operational needs of KiNRG’s HydroThermal Reactors. The Company intends to raise additional funds to fund the development of its HTR system and related technologies. Accordingly, the Company expects to seek additional capital through equity offerings, debt financings, project financing arrangements, strategic partnerships, customer arrangements, grants or other financing sources in order to continue operations and execute its business strategy. There can be no assurance that such financing or other capital sources will be available on acceptable terms, or at all.

A going concern qualification may adversely affect our ability to obtain financing, enter into strategic relationships, secure customer contracts, maintain supplier or subcontractor relationships or execute our growth strategy. In addition, concerns regarding our liquidity and financial condition may negatively affect investor confidence and our ability to access capital markets on favorable terms. If we are unable to obtain adequate financing or otherwise improve our liquidity position, we may be required to delay, reduce or discontinue certain operations or planned projects, and our business, financial condition, results of operations and growth prospects could be materially adversely affected.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to obtain sufficient additional funding or generate sufficient revenue to meet our operating expenses and other obligations as they come due, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, restructure or refinance our indebtedness, or file for bankruptcy protection. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations, or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of sufficient financing or other resources, we may not be able to continue as a going concern, which could result in the liquidation of our assets at values significantly lower than those recorded in our financial statements, and investors could lose all or a significant portion of their investment in our securities.

Our ability to continue as a going concern will depend on our ability to successfully execute our business plan, including increasing revenues, reducing operating expenses, and securing additional financing on acceptable terms. However, there can be no assurance that we will be able to achieve these objectives, and the presence of the going concern qualification may make it more difficult or costly to raise additional capital, further exacerbating our liquidity challenges.

The Company’s strategies for development of the business might not be successful.

The Company is currently evaluating potential development strategies for the further development of HTR technology and implementation of the construction of HTR’s. It may take several years, if ever, for the Company to achieve cumulative positive cash flow. The Company could experience significant difficulties in executing its business plan, including: inability to successfully implement the Company’s business plan; changes in market conditions; inability to obtain necessary financing; delays in completion of the Company’s projects or their underlying technologies; inaccurate cost estimates; changes in government or political reform; or the Company may not benefit from the proposed projects as the Company expected. The Company’s inability to develop and market the Company’s HTR’s successfully and to generate positive cash flows from these operations in a timely manner would have a material adverse effect on the Company’s ability to meet the Company’s working capital requirements.

We expect to rely upon strategic relationships in order to execute our business plan and the Company may not be able to consummate the strategic relationships necessary to execute its business plan.

The Company plans to enter into and rely on strategic relationships with other parties, in particular to acquire rights necessary to develop and build proposed HTR’s and to develop and build such projects. These strategic relationships could include licensing agreements, partnerships, joint ventures, or merger or acquisition activity. The Company believes that these relationships will be particularly important to the Company’s future growth and success due to the size and resources of the Company and the resources necessary to complete the Company’s proposed projects. The Company may, however, not be able to successfully identify potential strategic relationships.

Even if the Company does identify one or more potentially beneficial strategic relationships, it may not be able to consummate these relationships on favorable terms or at all, obtain the benefits it anticipates from such relationships or maintain such relationships. In addition, the dynamics of the Company’s relationships with possible strategic partners may require the Company to incur expenses or undertake activities it would not otherwise be inclined to undertake in order to fulfill the Company’s obligations to these partners or maintain the Company’s relationships.

To the extent the Company consummates strategic relationships; it may become reliant on the performance of independent third parties under such relationships. Moreover, certain potentially critical strategic relationships are only in the early stages of discussion and have not been officially agreed to and formalized. If strategic relationships are not identified, established or maintained, or are established or maintained on terms that become unfavorable, the Company’s business prospects may be limited, which could have a negative impact on the Company’s ability to execute the Company’s business plan, diminish the Company’s ability to conduct the Company’s operations and/or materially and adversely affect the Company’s business and financial results.

We depend on key personnel, the loss of which could have a material adverse effect on us.

Our performance depends substantially on the continued services and on the performance of our senior management and other key personnel. Our ability to retain and motivate these and other officers and employees is fundamental to our performance. The unexpected loss of services of one or more of these individuals could have a material adverse effect on us. We are not protected by a material amount of key-person or similar life insurance covering our executive officers and other directors. We have entered into employment agreements with our executive officers, but the non-compete period with respect to certain executive officers could, in some circumstances in the event of their termination of employment with the Company, end prior to the employment term set forth in their employment agreements.

Certain legal proceedings and regulatory matters could adversely impact our results of operations.

From time to time, the Company may be subject to legal proceedings, claims, disputes, investigations and regulatory matters arising in the ordinary course of business, including matters involving contracts, project execution, employment matters, intellectual property, permitting and regulatory compliance, construction activities, commercial disputes and other business matters. In addition, the Company may become involved in disputes with customers, subcontractors, suppliers, financing sources, joint venture partners, utilities, governmental authorities or other third parties in connection with the development, permitting, financing, construction or operation of planned projects and related business activities.

Even if the Company is successful in defending against claims or proceedings, such matters may result in substantial legal fees, management distraction, reputational harm, increased costs or other adverse consequences. If any claims or proceedings are resolved adversely to the Company, the Company could be subject to damages, penalties, fines, injunctive relief, contractual liabilities or other material adverse outcomes.

In addition, the Company’s operations and planned projects are subject to evolving federal, state and local laws and regulations relating to environmental matters, permitting, energy infrastructure, workplace safety, employment practices and other regulatory requirements. Changes in laws or regulations, or the manner in which they are interpreted or enforced, could increase compliance costs, delay projects, restrict operations or otherwise adversely affect the Company’s business, financial condition, results of operations and growth prospects.

The Company’s insurance coverage may not be adequate.

The Company’s operations and planned projects involve significant risks that may not be fully covered by insurance. The Company currently maintains insurance coverage that it believes is customary for businesses of its size and stage of development, including coverage relating to general liability, directors and officers liability, workers’ compensation, property damage and other operational risks. However, the Company may not maintain insurance coverage for all risks associated with its operations, project development activities, construction activities, regulatory matters, cyber incidents, environmental liabilities, business interruptions or other potential claims.

As the Company expands its operations, pursues larger infrastructure and energy-related projects and integrates the TRINITY business, it may become exposed to increased operational, construction, contractual, environmental, workplace safety and project execution risks. In addition, certain losses or liabilities may exceed policy limits, be subject to significant deductibles or exclusions, or may not be insurable on commercially reasonable terms, or at all. Insurance coverage may also become more expensive or difficult to obtain in the future.

If the Company incurs substantial liabilities or losses that are not adequately covered by insurance, or if insurance proceeds are delayed or unavailable, the Company’s business, financial condition, results of operations and cash flows could be materially adversely affected.

Our planned operations will expose us to various international risks that could adversely affect our business.

We are seeking to reach agreements for the provision of key aspects of our business with foreign operators. The Company currently has no formal relationships with any foreign entities, and may seek to expand certain aspects of its business internationally in the future, including through relationships with foreign suppliers, contractors, technology providers, customers, financing sources or strategic partners. As a result, the Company may become subject to additional legal, operational, financial and political risks associated with international business activities and cross-border transactions.

International operations and relationships may expose the Company to risks relating to changes in foreign laws and regulations, tariffs, trade restrictions, sanctions, import and export controls, currency exchange fluctuations, political instability, economic uncertainty, supply chain disruptions, differing labor and employment practices, longer payment cycles and difficulties enforcing contractual rights or collecting receivables in foreign jurisdictions. In addition, international operations may require the Company to devote significant management attention and resources to compliance with foreign legal and regulatory requirements, including anti-corruption, trade compliance, environmental and tax regulations.

The Company may also rely on certain foreign suppliers or manufacturers for equipment, components or other materials necessary for planned projects and operations. Disruptions involving foreign suppliers, shipping delays, geopolitical conflicts, trade disputes, increased tariffs or restrictions on imports or exports could increase costs, delay projects or otherwise adversely affect the Company’s operations and growth strategy.

There can be no assurance that the Company will be able to successfully manage the risks associated with any current or future international activities or relationships. Any such risks or disruptions could materially adversely affect the Company’s business, financial condition, results of operations and growth prospects.

The occurrence of natural or man-made disasters could adversely affect our financial condition and results of operations.

We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods and tornadoes, and pandemic health events such as COVID, as well as man-made disasters, including acts of terrorism and military actions. The continued threat of terrorism and ongoing military actions may cause significant volatility in global financial markets, and a natural or man-made disaster could trigger an economic downturn in the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business and increased claims from those areas. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations.

Our operations are dependent upon our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose operation of our projects or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario.

We plan to regularly assess and take steps to improve upon our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

Assertions by a third party that the Company infringes its intellectual property could result in costly and time-consuming litigation, expensive licenses or the inability to operate as planned.

The energy and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. There is a possibility of intellectual property rights claims against the Company. The Company’s technologies may not be able to withstand third-party claims or rights restricting their use. Companies, organizations or individuals, including the Company’s competitors, may hold or obtain patents or other proprietary rights that would prevent, limit or interfere with the Company’s ability to provide the Company’s services or develop new products or services, which could make it more difficult for the Company to operate the Company’s business. Any litigation or claims, whether or not valid, could be time-consuming, expensive to litigate or settle and could divert the Company’s managements’ attention and financial resources. If the Company is determined to have infringed upon a third party’s intellectual property rights, the Company may be required to pay substantial damages, stop using technology found to be in violation of a third party’s rights or seek to obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all, and may significantly increase the Company’s operating expenses or may require the Company to restrict the Company’s business activities in one or more respects.

The Company may also be required to develop alternative non-infringing technology that could require significant effort and expense or may not be feasible. In the event of a successful claim of infringement against the Company and the Company’s failure or inability to obtain a license to the infringed technology, the Company’s business and results of operations could be harmed.

The Company’s business will be adversely affected if the Company is unable to protect its intellectual property rights from unauthorized use or infringement by third-parties.

The Company intends to rely on a combination of trademark, patent, trade secret and copyright law, license agreements and contractual restrictions, including confidentiality agreements, invention assignment agreements and non-disclosure agreements with employees, contractors and suppliers, to protect the Company’s proprietary rights, all of which provide only limited protection. The Company believes its intellectual property rights are valuable, and any inability to protect them could reduce the value of the Company’s products, services and brand. Various events outside of the Company’s control pose a threat to the Company’s intellectual property rights as well as to the Company’s products and services. The efforts the Company has taken to protect its proprietary rights may not be sufficient or effective, may not be enforceable or may be capable of being effectively circumvented. The Company owned six U.S. patents and two foreign patents relating to its energy conversion, atmospheric energy extraction, compressed air energy and multi-stage wind turbine technologies, including technologies associated with the Company’s HTR systems and related infrastructure concepts. The Company has also filed additional patent applications and may continue to pursue further intellectual property protection in the future.

Any significant impairment of the Company’s intellectual property rights could harm the Company’s business or the Company’s ability to compete. Also, protecting the Company’s intellectual property rights is costly and time consuming. The Company has no prior intellectual property disputes or enforcement actions. In addition, third parties may assert claims that the Company’s technologies, products or operations infringe upon their intellectual property rights, which could result in costly litigation, licensing requirements, injunctions or other liabilities.

The Company also seeks to maintain certain intellectual property as trade secrets. The secrecy could be compromised by outside parties, or by the Company’s employees, which would cause the Company to lose the competitive advantage resulting from these trade secrets.

If the Company is unable to adequately protect, maintain or enforce its intellectual property rights, or if such rights are challenged, invalidated or circumvented, the Company’s business, financial condition, results of operations and growth prospects could be materially adversely affected.

We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors.

We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended, which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result of these reduced reporting and disclosure requirements, our disclosures may not be comparable to those of companies that are not smaller reporting companies.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our independent registered public accounting firm is not be required to formally attest to the effectiveness of our internal control over financial reporting until we are no longer a “smaller reporting company”. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future.

Investors may find our common stock less attractive as a result of our election to utilize these exemptions, which could result in a less active trading market for our common stock and/or the market price of our common stock may be more volatile.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over medical epidemics, energy costs, geopolitical issues, the U.S. mortgage market and a deteriorating real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns (including the current downturn related to the current COVID-19 pandemic), volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

We may be subject to securities litigation, which is expensive and could divert management attention.

Companies that have experienced volatility in the market price of their securities, operated at a loss, announced significant business developments, completed acquisitions, sought financing transactions or experienced changes in financial condition or operating results have in the past been subject to securities class action litigation, derivative lawsuits and other stockholder claims. Following this offering, we may become the target of securities litigation or other claims, including claims relating to our disclosures, financial reporting, business strategy, projections, capital raising activities, stock price performance, the TRINITY acquisition or other corporate transactions and developments.

In addition, because we are seeking to reestablish a public trading market for our common stock following a period in which no public market existed, the trading price of our common stock may be volatile and may fluctuate significantly in response to a variety of factors, including our operating results, financing activities, liquidity position, project developments, market conditions and broader economic or industry trends. Volatility in the trading price of our securities may increase the likelihood of litigation or stockholder claims.

Securities litigation and related proceedings are inherently costly, time consuming and disruptive. Such matters could result in substantial legal expenses, significant management distraction, reputational harm, increased insurance costs and diversion of financial and operational resources. In addition, any adverse judgment, settlement or other resolution of such proceedings could result in significant monetary damages, penalties or other liabilities and could materially adversely affect our business, financial condition, results of operations and cash flows.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures in the future, or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Our management determined that our disclosure controls and procedures and internal controls were ineffective as of December 31, 2025 and 2024 and if they continue to be ineffective could result in material misstatements in our financial statements.

If we fail to comply with the rules under the Sarbanes-Oxley Act related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. In connection with the audit of our consolidated financial statements for the years ended December 31, 2020 and 2019, our management concluded that the Company had material weaknesses in its internal controls because we did not have adequately designed internal controls to ensure the timely preparation and review of the accounting for certain complex, non-routine transactions by those with appropriate technical expertise, which was necessary to provide reasonable assurance that the Company’s consolidated financial statements and related disclosures would be prepared in accordance with generally accepted accounting principles in the United States of America. In addition, we did not have adequately designed and documented financial close and management review controls to properly detect and prevent certain accounting errors and omitted disclosures in the financial statements and related footnotes. Upon completion of this offering, we intend to invest as soon as practicable in resources to create a larger finance function with additional personnel to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If additional material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Risks Related to the Industry in Which We Compete

Our HydroThermal Reactor concept is unproven at commercial scale and modeled performance may not be realized.

We have not constructed or operated a commercial-scale HTR and have no assurance that an HTR can be engineered, permitted, financed, constructed, commissioned and operated at the costs, outputs, water usage, or reliability we currently model. Key assumptions regarding site meteorology, water sourcing and pumping, turbine and generator integration, and O&M may prove inaccurate. Failure to achieve expected performance could impair our ability to secure customers, obtain project financing or generate revenues, and could result in impairment charges.

We may be unable to obtain project financing, secure site control, or enter into long-term off-take arrangements on acceptable terms for HTR projects.

Each HTR project will likely require site control, interconnection rights, major equipment, permits and significant upfront capital. Availability and cost of project financing typically depend on long-term power purchase or other off-take agreements with creditworthy counterparties. We have not executed binding off-take agreements. Market prices for electricity, evolving data center load requirements, and permitting or interconnection constraints may limit our ability to secure bankable off-take or finance projects on acceptable terms, or at all.

Permitting, water sourcing and interconnection uncertainties could delay or prevent HTR project development.

HTR projects would require multiple permits and approvals that vary by jurisdiction, including land use, environmental review, water rights and usage, construction, and grid interconnection. We have not begun any permitting processes for a commercial-scale HTR. Interconnection queues in certain markets have experienced material delays and increased study requirements. Inability to secure timely permits, sufficient water access, or interconnection capacity on acceptable terms could delay or prevent projects and increase costs.

Our business may depend on the availability of government incentives, tax credits, or favorable regulatory regimes that could change or expire.

Renewable energy project economics may benefit from incentives such as investment tax credits, accelerated depreciation, or state/local programs. Changes in law, guidance, transferability rules, or availability of tax capacity could reduce expected returns and impair our ability to finance projects, monetize tax attributes, or attract third-party capital.

Project development or construction activities may not be successful and proposed projects may not receive required permits or construction may not proceed as planned.

The development and construction of our proposed projects will involve numerous risks. We may be required to spend significant sums for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible, economically attractive or capable of being built. Success in developing a particular project is contingent upon, among other things: (i) negotiation of satisfactory engineering, procurement and construction agreements; (ii) receipt of required governmental permits and approvals, including the right to interconnect to the electric grid on economically acceptable terms; (iii) payment of interconnection and other deposits (some of which may be non-refundable); (iv) obtaining construction financing; and (v) timely implementation and satisfactory completion of construction.

Successful completion of a particular project may be adversely affected by numerous factors, including: (i) delays in obtaining required governmental permits and approvals with acceptable conditions; (ii) uncertainties relating to land costs for projects ; (iii) unforeseen engineering problems; (iv) construction delays and contractor performance shortfalls; (v) work stoppages; (vi) cost over-runs; (vii) equipment and materials supply; (viii) adverse weather conditions; and (ix) environmental and geological conditions.

The estimates and projections contained herein may not be realized.

This prospectus contains forward-looking statements regarding, among other things, our anticipated growth, future financial performance, market opportunities, customer demand, operating results, cash flows, capital expenditures, acquisition strategy, international expansion plans and the expected benefits of acquisitions. These statements are based on management’s current expectations, estimates and assumptions, including assumptions regarding market demand for our services, customer capital spending, project timing and execution, availability and pricing of labor and materials, supply chain conditions, energy prices, permitting and regulatory requirements, financing availability, competitive conditions and general economic trends.

Forward-looking statements are inherently uncertain and involve substantial risks, assumptions and contingencies that are difficult to predict and beyond our control. Actual results may differ materially from those expressed or implied in the forward-looking statements due to numerous factors, including reductions or delays in customer spending, project cancellations, cost overruns, labor shortages, supply chain disruptions, increases in material or energy costs, adverse macroeconomic conditions, financing constraints, changes in environmental or permitting requirements, cybersecurity incidents, inability to retain key personnel, increased competition, failure to successfully integrate acquisitions, including the TRINITY acquisition, and other risks and uncertainties described elsewhere in this prospectus, including under “Risk Factors.”

In addition, our historical operating results may not be indicative of future performance, particularly following recent acquisitions and expansion initiatives. Accordingly, investors should not place undue reliance on any forward-looking statements contained in this prospectus. We cannot assure you that we will successfully execute our business strategy, achieve profitability, generate positive cash flow or realize the anticipated benefits of our acquisitions, investments or growth initiatives, and investors could lose all or part of their investment.

Our business is subject to significant government regulation and, as a result, changes to such regulations may adversely affect our business.

Although we are not regulated as a traditional public utility and independent power producers generally are not subject to the same degree of rate regulation and other regulatory oversight applicable to public utility companies, our operations and projects remain subject to extensive federal, state, provincial and local laws and regulations. These regulations relate to, among other things, environmental protection, zoning and land use, permitting, construction, energy usage, interconnection, emissions, workplace health and safety, taxation, pricing, competition and the sale and transmission of electricity. Our operations and projects may also be subject to oversight and regulatory requirements administered by governmental authorities and regulatory agencies, including the Federal Energy Regulatory Commission (“FERC”), state public utility commissions (“PUCs”), environmental agencies and local permitting authorities.