This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical fact are forward-looking statements.
Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “target,” “potential,” “continue,” “could,” “will,” “would,” or similar expressions, or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words.
Forward-looking statements contained in this prospectus include, but are not limited to, statements regarding:
| ● | our future results of operations and financial condition; |
| ● | our business strategy, including our commercialization strategy and our ability to generate revenue and the expected function and benefits of our Gravity Nuclear Reactor (“Gravity Reactor”) design and related boreholes; |
| ● | our plans, objectives and expectations for our business; |
| ● | our plan to list our common stock on Nasdaq, and ability to maintain such listing; |
| ● | our phased deployment plan, including our targeted or expected timelines; |
| ● | our operations and technology, including the development of our technology according to our expectations; |
| ● | the targeted electrical generation capacity and safety expectations of our reactors; |
| ● | our current expectations and targets for reactors with 2x2 fuel assembly configurations and 3x3 fuel assembly configurations; |
| ● | our expectations regarding experiences and efficiencies gained through deployments and the impact on later deployments; |
| ● | our financial estimates, including per reactor capital costs of deployment, annual cash operating expenses per reactor, annual revenue generation per reactor and annual cash contribution per reactor, in each case whether for 2x2 fuel assembly configurations or 3x3 fuel assembly configurations; |
| ● | the requirement to, and ability to obtain, regulatory approvals, including licensing with the NRC (as defined below); |
| ● | our expectations regarding our potential customer group; |
| ● | our expectations regarding our intellectual property protection, including securing or maintaining any patents; |
| ● | the period over which we anticipate our existing cash will be sufficient to operate our business; |
| ● | our expected costs and the timeline for those costs, including the amount of additional capital required to complete development of, and license and commercially deploy, our first commercial reactor, and the availability of potential financings to obtain such additional capital; and |
| ● | the assumptions underlying or relating to any of the foregoing. |
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements in this prospectus include, among other things, the factors summarized below:
| ● | our status as a pre-revenue company, our ability to continue as a going concern, and our ability to achieve or sustain profitability; |
| ● | our ability to raise substantial additional capital through equity, debt or other financing transactions on acceptable terms, or at all, to fund our operations, technology development, regulatory activities, construction, testing and commercialization; |
| ● | our ability to design, develop, test, validate, license, construct, deploy and operate our Gravity Reactor and related technologies, including the feasibility of our subsurface deployment model and our ability to drill, construct and maintain boreholes and related infrastructure to the required depth, width and technical specifications; |
| ● | our ability to identify, acquire, lease or otherwise obtain access to suitable sites for the construction and operation of our facilities, including sites with appropriate geologic characteristics and regulatory approvals for drilling and nuclear activities; |
| ● | our ability to build, commission and successfully operate test reactors, demonstration facilities or commercial reactors, including under the DOE’s (as defined below) Reactor Pilot Program or other government programs; |
| ● | our ability to obtain, maintain and renew required licenses, permits and approvals from the NRC, the DOE and other federal, state, local or foreign governmental and regulatory authorities, and the timing and outcome of such regulatory processes; |
| ● | the availability, timing, adequacy and cost of nuclear fuel necessary to operate our reactors, including LEU (as defined below) or other fuels, and our ability to secure fuel supply arrangements on commercially reasonable terms, or at all; |
| ● | the cost, availability and performance of key materials, components and services, including specialized nuclear, drilling and industrial equipment and services, and our reliance on third-party suppliers, contractors and strategic partners; |
| ● | our ability to manage operating expenses, capital expenditures and construction costs, including the risk that development or deployment costs may be higher than anticipated; |
| ● | our ability to meet development, construction, testing, regulatory and commercialization timelines; |
| ● | the willingness of customers, investors, strategic partners and regulators to adopt or support our technology, particularly given our limited operating history and the fact that our technology has not yet been proven at commercial scale; |
| ● | our ability to identify customers for our electricity or related services and to negotiate and enter into power purchase agreements or other long-term commercial arrangements on acceptable terms, or at all; |
| ● | our ability to obtain timely and cost-effective interconnection to electric transmission systems and access to sufficient transmission capacity to deliver electricity generated by our facilities to customers; |
| ● | our ability to attract and retain qualified personnel, including our executive officers, technical leadership and other key employees; |
| ● | our ability to obtain, maintain, protect and enforce our intellectual property rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others; |
| ● | the development of an active trading market for our common stock, including our ability to obtain and maintain a listing on Nasdaq, and the risk that an active or liquid trading market may not develop or be sustained; |
| ● | the liquidity and potential volatility of the market price of our common stock if a trading market develops; |
| ● | the impact of domestic and international economic, financial, political and legal developments on our operations, including changes in interest rates, inflation, taxes, tariffs, trade policies, commodity costs, labor costs and capital markets conditions; |
| ● | changes in laws, regulations, policies, mandates, interpretations, enforcement priorities and funding levels applicable to nuclear energy, environmental protection, drilling, construction and other aspects of our business; |
| ● | the risk of accidents, safety incidents, operational failures, construction incidents or other catastrophic events associated with nuclear facilities or related infrastructure, including risks of personal injury, illness, death, environmental contamination, property damage and associated liability; |
| ● | our potential exposure to environmental liabilities, including under CERCLA (as defined below) and other environmental, health and safety laws and regulations; |
| ● | the costs associated with the handling, storage, transportation and disposal of spent nuclear fuel and other radioactive or hazardous materials; |
| ● | cybersecurity risks affecting our systems, infrastructure, facilities or third-party partners; |
| ● | the outcome of litigation, investigations, regulatory proceedings or other legal matters; |
| ● | risks relating to negative public or political perception of us or the nuclear energy industry generally; and |
| ● | the risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. |
The foregoing does not represent an exhaustive list of factors that could impact the forward-looking statements contained herein or the risk factors that we are faced with. Moreover, we operate in a highly regulated, capital-intensive and evolving industry, and new risks and uncertainties may emerge from time to time that could affect our business, prospects, results of operations, or financial condition.
Forward-looking statements in this prospectus are based on management’s current expectations, estimates, forecasts, projections, beliefs and assumptions and on information available to us as of the date of this prospectus. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause our actual results, performance, developments or achievements to differ materially from those expressed in or implied by the forward-looking statements.
Accordingly, you should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
