X-Energy, Inc.

S-11 tm2527015-8_drsa.htm S-1

As filed with the U.S. Securities and Exchange Commission on March 20, 2026.

Registration No. 333-​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

​

(Exact name of registrant as specified in its charter)​

​

​

530 Gaither Road, Suite 700

Rockville, Maryland 20850

(301) 358-5600

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

​

J. Clay Sell

Chief Executive Officer

530 Gaither Road, Suite 700

Rockville, Maryland 20850

(301) 358-5600

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

​

​

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

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

​

​

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

SUBJECT TO COMPLETION, DATED , 2026

PRELIMINARY PROSPECTUS

Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of X-Energy, Inc. We are offering shares of our Class A common stock.

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

We intend to apply to list our Class A common stock on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “XE.”

Upon consummation of this offering, we will be a holding company in an organizational structure commonly referred to as an umbrella partnership-C-corporation (or “Up-C”) structure, and our principal asset will consist of ownership of % of the common units (“Common Units”) of X-Energy Reactor Company, LLC (“XERC”) (or approximately % of the Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock). See “Risk Factors — Risks Related to Our Capital Structure.” We will operate and control all of the business and affairs of XERC and its direct and indirect subsidiaries, and conduct our business through XERC.

Following this offering, we will have two series of authorized common stock: shares of Class A common stock, having one vote per share and economic rights, and shares of Class B common stock, having one vote per share and no economic rights (collectively, the “Common Stock”). Holders of Class A and Class B common stock will vote together as a single class on all matters to be presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our Bylaws (as defined herein). Our outstanding Class A common stock and Class B common stock will represent approximately % and %, respectively, of the total vaxoting power of our outstanding Common Stock immediately following this offering, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock. See “Description of Capital Stock” and “Organizational Structure.”

In connection with the offering, we will enter into a Tax Receivable Agreement (“TRA”) (as defined elsewhere in this prospectus) with XERC and the TRA Holders (as defined elsewhere in this prospectus) that will provide for certain cash payments to be made by the Company to such TRA Holders in respect of certain future tax benefits received by X-Energy, Inc., utilizing cash for the benefit of such unitholders that otherwise would have been available to us for other uses and for the benefit of all of our shareholders. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, the Company expects such payments under the Tax Receivable Agreement are substantial. Any payments made by the Company to the TRA Holders will benefit the TRA Holders and will reduce cash that might have otherwise been available to the Company for reinvestment or other uses. See “Risk Factors — Risks Related to Our Capital Structure” and “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies regarding our financial statements and executive compensation arrangements.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body 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.

​

​

(1)

See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

​

The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares of our Class A common stock to purchasers on or about , 2026 through the book-entry facilities of The Depository Trust Company.

Joint Bookrunning Managers

J.P. Morgan Morgan Stanley Jefferies Moelis & Company

Cantor UBS Investment Bank TD Securities Guggenheim Securities Wolfe | Nomura Alliance

Prospectus dated , 2026