This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus (including in information that is into this prospectus) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Business Combination and the benefits of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Company. Factors that may impact such forward-looking statements include:
| ● | our ability to maintain the listing of our Common Stock on the NYSE; |
| ● | changes in domestic and foreign business, market, financial, political and legal conditions; |
| ● | our pursuit of an emerging market, with no commercial project operating; |
| ● | the fact that we have not entered into any definitive agreements with customers for the sale of power or recycling of nuclear fuel; |
| ● | our ability to enter into agreements with potential new customers to provide power may be limited by certain terms of the February 2024 LOI (as defined herein), including right of first refusal and most favored nations provisions; |
| ● | our potential need for financing to grow its business and/or to construct its powerhouses or other facilities; |
| ● | risks relating to the uncertainty of the projected financial information with respect to us, including conversion of reservations, letters of intent, and memoranda of understanding, into binding orders; |
| ● | risks related to the timing of expected business milestones and commercial launch; |
| ● | risks related to future market adoption of our offerings; |
| ● | the effects of competition; |
| ● | changes in regulatory requirements, governmental incentives and fuel and energy prices; |
| ● | changes to applicable government policies, regulations, mandates and funding levels relating to our business with government entities; |
| ● | the impact to us and our potential customers from changes in interest rates or inflation and rising costs, including commodity and labor costs; |
| ● | our ability to rapidly innovate; |
| ● | our ability to maintain, protect and enhance its intellectual property; |
| ● | our ability to attract, retain and expand our future customer base; |
| ● | our ability to effectively manage our growth and recruit and retain key employees, including our chief executive officer and executive team; |
| ● | our ability to establish our brand and capture additional market share, and the risks associated with negative press or reputational harm; |
| ● | our ability to achieve a competitive levelized cost of electricity; |
| ● | our ability to manage expenses including operating and capital expenses; |
| ● | our projected commercialization costs and timeline; |
| ● | our ability to timely and effectively meet construction timelines and scale our production and manufacturing process; |
| ● | changes in the policies, priorities, regulations, mandates and funding levels of the governmental entities to which we are subject; |
| ● | the risk that certain illustrative unit economics are based on assumptions and expectations, including with respect to costs, revenue, and sources of revenue, and gross margins, that prove to be incorrect for any reason; |
| ● | our ability to issue equity or equity-linked securities in the future; |
| ● | the ability to raise sufficient capital to fund our business plan; |
| ● | the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, and our ability to grow and manage growth profitably; |
| ● | the impact and potential extended duration of the current supply/demand imbalance in the market for high-assay low-enriched uranium; |
| ● | whether government funding for high-assay, low-enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support our business; |
| ● | our and our commercial partners’ ability to obtain regulatory approvals necessary to deploy small modular reactors in the U.S. and abroad in a timely way, or at all; |
| ● | risks relating to the negative public or political perception of us or the nuclear energy industry in general; |
| ● | the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and |
| ● | other risks and uncertainties described in this prospectus, including those under the section titled “Risk Factors.” |
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. 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 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 you are cautioned not to unduly rely upon these statements. There can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading “Risk Factors” below. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
