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Hadron Energy, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

HDRN$0.70+3.4%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001193125-26-346814

(In thousands, except share and per share amounts)

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001193125-26-453519

(In thousands, except share and per share amounts)

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 70 previous paragraphs and 72 current paragraphs.

30 unchanged; 36 reworded; 4 added; 1 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Interest income was $125 for the three months ended September 30, 2026 compared to $0 for the three months ended September 30, 2025 due to interest earned on the Company’s cash balances held in interest-bearing accounts.

Current report

Interest income was $125 for the nine months ended September 30, 2026 compared to $0 for the nine months ended September 30, 2025 due to interest earned on the Company’s cash balances held in interest-bearing accounts.
Removed paragraphs (1)

Previous report

As a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act, and pursuant to Item 305 of Regulation S-K, we are not required to disclose information under this section.
Reworded paragraphs (36)

Previous wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our unaudited condensed consolidated financial statements and the related notes thereto as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and our audited financial statements and the related notes thereto as of and for the year ended December 31, 2025 included in the Company's prospectus filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026. Unless the context otherwise requires, references in this section to "the Company", "us", "our", "we" or "HDRN" refer to Hadron Energy, Inc. and references to our “management” or our “management team” refer to our officers and directors.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our unaudited condensed consolidated financial statements and the related notes thereto as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and our audited financial statements and the related notes thereto as of and for the year ended December 31, 2025 included in the Company’s prospectus filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026. Unless the context otherwise requires, references in this section to “the Company”, “us”, “our”, or “we” refer to Hadron Energy, Inc. and references to our “management” or our “management team” refer to our officers and directors.

Previous wording

We are a Delaware corporation that was incorporated in May 2024 and completed our business combination with Hadron Energy, Inc. ("Private Hadron") in May 2026, with Private Hadron becoming a wholly-owned subsidiary renamed Hadron Energy Operating Company, Inc. We are a pioneer in Micro Modular Nuclear Reactor (MMR) technology, developing the Hadron Halo, a 10 megawatt-electric (MWe), 35 megawatt-thermal (MWth) pressurized water reactor designed to deliver reliable, carbon-free power. The Hadron Halo's transportable, factory-fabricated design enables deployment in shipping containers and is deployable on a compact footprint, making it suitable for data centers, industrial hubs, remote communities, and defense installations.

Current wording

We are a Delaware corporation that was incorporated in May 2024 and completed our business combination with Private Hadron in May 2026, with Private Hadron becoming a wholly-owned subsidiary renamed Hadron Energy Operating Company, Inc. We are a pioneer in Micro Modular Nuclear Reactor (MMR) technology, developing the Hadron Halo, a 10 megawatt-electric (MWe), 45 megawatt-thermal (MWth) pressurized water reactor designed to deliver reliable, carbon-free power. The Hadron Halo’s transportable, factory-fabricated design enables deployment in shipping containers and is deployable on a compact footprint, making it suitable for data centers, industrial hubs, remote communities, and defense installations.

Previous wording

Hadron Halo's Instrumentation and Control architecture. We also selected GSE Performance Solutions as the supplier for a full-scope, high-fidelity training simulator. A Uranium Conversion Services Agreement with ConverDyn, the exclusive marketing agent for the only operating commercial uranium hexafluoride (UF₆) conversion facility in the United States, secured our domestic fuel supply pathway. Additionally, under a non-binding MOU with Smartland Energy, LLC, the parties agreed to collaborate on potential deployment of the Hadron Halo across up to five qualified projects, representing approximately 1.8 gigawatts of aggregate capacity demand by 2035. In connection with this MOU, Smartland made a strategic investment in us.

Current wording

We have established partnerships with leading technology and infrastructure providers. In March 2026, we entered into a Memorandum of Understanding (“MOU”) with Paragon Energy Solutions (a Mirion Technologies company) for collaboration on the Hadron Halo’s Instrumentation and Control architecture. We also selected GSE Performance Solutions as the supplier for a full-scope, high-fidelity training simulator. A Uranium Conversion Services Agreement with ConverDyn, the exclusive marketing agent for the only operating commercial uranium hexafluoride (UF₆) conversion facility in the United States, secured our domestic fuel supply pathway. Additionally, under a non-binding MOU with Smartland Energy, LLC, the parties agreed to collaborate on potential deployment of the Hadron Halo across up to five qualified projects, representing approximately 1.8 gigawatts of aggregate capacity demand by 2035. In connection with this MOU, Smartland made a strategic investment in us.

Previous wording

Our modular, factory-built design is intended to enable mass manufacturing with standardized units, reducing costs and deployment times significantly compared to conventional nuclear power plants. This is anticipated to make revenue generation as soon as 12-18 months from groundbreaking, as opposed to the decade-long construction periods for traditional nuclear plants. Our early engagement with regulatory agencies, experienced leadership team (including former NRC regulators and former Chief Nuclear Officers), a customer pipeline spanning data center operators, industrial firms, and government entities, and a secured domestic fuel supply strategy position us advantageously in the advanced nuclear sector. We have received substantial market interest in the Hadron Halo and believe its focus on small, transportable MMRs combined with concurrent engagement with regulators, suppliers, partners, and customers will enable first-mover advantage.

Current wording

Our modular, factory-built design is intended to enable mass manufacturing with standardized units, reducing costs and deployment times significantly compared to conventional nuclear power plants. This is anticipated to enable revenue generation as soon as 12-18 months from groundbreaking, as opposed to the decade-long construction periods for traditional nuclear plants. Our early engagement with regulatory agencies, experienced leadership team (including former NRC regulators and former Chief Nuclear Officers), a customer pipeline spanning data center operators, industrial firms, and government entities, and a secured domestic fuel supply strategy position us advantageously in the advanced nuclear sector. We have received substantial market interest in the Hadron Halo and believe its focus on small, transportable MMRs combined with concurrent engagement with regulators, suppliers, partners, and customers will enable first-mover advantage.

Previous wording

On September 27, 2025, GigCapital7 entered into a BCA with Private Hadron and Merger Sub. On May 8, 2026, GigCapital7 completed its domestication from the Cayman Islands to Delaware. On May 22, 2026, the merger subsidiary merged with and into Private Hadron, with Private Hadron surviving as a wholly-owned subsidiary of GigCapital7. In connection with the Closing, the combined company was renamed Hadron Energy, Inc.

Current wording

On September 27, 2025, GigCapital7 entered into a BCA with Private Hadron and Merger Sub. On May 8, 2026, GigCapital7 completed its domestication from the Cayman Islands to Delaware. On May 22, 2026, the Merger Sub merged with and into Private Hadron, with Private Hadron surviving as a wholly-owned subsidiary of GigCapital7. In connection with the Closing, the combined company was renamed Hadron Energy, Inc.

Previous wording

in Part II - Item 1A included in this Quarterly Report on Form 10-Q, as well in our final prospectus filed with the U.S. SEC on June 25, 2026. We believe that the following factors are key to our success: commencing and expanding commercial launch operations, funding our operations, maintaining and protecting our intellectual property portfolio, obtaining regulatory approvals, and adding operational and financial personnel to support our development efforts and planned future commercialization.

Current wording

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors” in Part II - Item 1A included in this Quarterly Report on Form 10-Q, as well in our final prospectus filed with the SEC on June 25, 2026. We believe that the following factors are key to our success: commencing and expanding commercial launch operations, funding our operations, maintaining and protecting our intellectual property portfolio, obtaining regulatory approvals, and adding operational and financial personnel to support our development efforts and planned future commercialization.

Previous wording

General and administrative ("G&A") expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs. We anticipate that our G&A expenses will increase in the future in connection with one-time costs of becoming a public company as well as ongoing costs of operating as a public company, including expanding headcount and increased fees for directors and outside advisors. We expect to incur significant costs to comply with corporate governance, internal controls, and similar requirements applicable to public companies. Additionally, we expect to incur increased costs associated with establishing sales, marketing and commercialization functions prior to any potential future regulatory approvals or commercialization of our technology. G&A also includes adjustments to our estimated liability for an expected legal settlement, including any subsequent reversals of previously accrued amounts.

Current wording

G&A expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs. We anticipate that our G&A expenses will increase in the future in connection with one-time costs of becoming a public company as well as ongoing costs of operating as a public company, including expanding headcount and increased fees for directors and outside advisors. We expect to incur significant costs to comply with corporate governance, internal controls, and similar requirements applicable to public companies. Additionally, we expect to incur increased costs associated with establishing sales, marketing and commercialization functions prior to any potential future regulatory approvals or commercialization of our technology.

Previous wording

Research and development ("R&D") expenses consist primarily of internal and external R&D expenses. We focus our R&D activities on technology development and regulatory support for the development of the factory light-water micro modular reactor. Our R&D expenses consist of: employee-related expenses, including salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. We expect our R&D expenses to increase in the future as we continue to develop our technology. Our R&D activities are a critical component of achieving commercialization of any of our technology development and realizing our business strategy. We remain focused on using our resources to further develop our existing pipeline.

Current wording

R&D expenses consist primarily of internal and external R&D expenses. We focus our R&D activities on technology development and regulatory support for the development of the factory light-water micro modular reactor. Our R&D expenses consist of: employee-related expenses, including salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. We expect our R&D expenses to increase in the future as we continue to develop our technology. Our R&D activities are a critical component of achieving commercialization of any of our technology development and realizing our business strategy. We remain focused on using our resources to further develop our existing pipeline.

Previous wording

Stock-based compensation expense is measured using a fair value-based method for all equity-based awards, with the cost of awarded equity instruments recognized over the period during which the award vests. Stock-based compensation expense relates primarily to the vesting and cancellation of restricted shares granted to employees pursuant to the Hadron Energy Equity Incentive Plan (the "Former Plan").

Current wording

Stock-based compensation expense is measured using a fair value-based method for all equity-based awards, with the cost of awarded equity instruments recognized over the period during which the award vests. Stock-based compensation expense relates primarily to the vesting and cancellation of restricted shares granted to employees pursuant to the Former Plan.

Previous wording

In connection with the Business Combination consummated on May 22, 2026, the Hadron Energy, Inc. Equity Incentive Plan (the "Plan") went into effect. The Plan has an initial share reserve of 10,021,784 shares and includes an evergreen provision under which the share reserve automatically increases on the first day of each calendar year, beginning with the first full calendar year following the Closing, by 5% of the total number of shares outstanding on a fully diluted basis. Following the Closing, new equity-based awards are expected to be granted under the Plan rather than the Former Plan.

Current wording

In connection with the Business Combination consummated on May 22, 2026, the Plan went into effect. The Plan has an initial share reserve of 10,021,784 shares and includes an evergreen provision under which the share reserve automatically increases on the first day of each calendar year, beginning with the first full calendar year following the Closing, by 5% of the total number of shares outstanding on a fully diluted basis. Following the Closing, new equity-based awards are expected to be granted under the Plan rather than the Former Plan.

Previous wording

The change in fair value of Simple Agreements for Future Equity ("SAFEs") represents the periodic remeasurement of the fair value related to the SAFEs. We determined that the SAFEs should be accounted for at fair value as a liability under ASC 480, Distinguishing Liabilities from Equity, as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date, with changes in fair value recorded in the statement of operations. Upon the Closing of the Business Combination on May 22, 2026, all of Private Hadron's outstanding SAFEs converted into shares of our common stock in accordance with their respective terms.

Current wording

The change in fair value of SAFEs represents the periodic remeasurement of the fair value related to the SAFEs. We determined that the SAFEs should be accounted for at fair value as a liability under ASC 480, Distinguishing Liabilities from Equity, as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date, with changes in fair value recorded in the statement of operations. Upon the Closing of the Business Combination on May 22, 2026, all of Private Hadron’s outstanding SAFEs converted into shares of our common stock in accordance with their respective terms.

Previous wording

G&A expenses were $1,983 for the three months ended June 30, 2026 compared to $373 for the three months ended June 30, 2025, an increase of $1,610 over the corresponding prior-year period due primarily to the expansion of personnel-related costs and third-party advisory services.

Current wording

G&A expenses were $2,333 for the three months ended September 30, 2026 compared to $930 for the three months ended September 30, 2025, an increase of $1,403 over the corresponding prior-year period due primarily to the expansion of personnel-related costs and third-party advisory services.

Previous wording

R&D expenses were $1,154 for the three months ended June 30, 2026 compared to $24 for the three months ended June 30, 2025. R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular reactor.

Current wording

R&D expenses were $1,280 for the three months ended September 30, 2026 compared to $195 for the three months ended September 30, 2025. R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular reactor.

Previous wording

Stock-based compensation expense was $7,900 for the three months ended June 30, 2026 compared to $595 for the three months ended June 30, 2025. The increase of $7,305 was primarily driven by the recognition of expense related to restricted share grants under the Former Plan. Stock-based compensation is measured at the estimated fair value of the shares on the grant date and recognized over the requisite service period.

Current wording

Stock-based compensation expense was $2,351 for the three months ended September 30, 2026 compared to $1,523 for the three months ended September 30, 2025. The increase of $828 was primarily driven by the recognition of expense related to restricted share grants under the Former Plan, as well as the granting of RSUs during the three months ended September 30, 2026. Stock-based compensation is measured at the estimated fair value of the shares on the grant date and recognized over the requisite service period.

Previous wording

Depreciation expense was $5 for the three months ended June 30, 2026 compared to $1 for the three months ended June 30, 2025. The increase reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the three months ended June 30, 2026.

Current wording

Depreciation expense was $3 for the three months ended September 30, 2026 compared to $2 for the three months ended September 30, 2025. The increase reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the three months ended September 30, 2026.

Previous wording

Change in fair value of SAFEs was a gain of $18,427 for the three months ended June 30, 2026 compared to a loss of $5,769 for the three months ended June 30, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period.

Current wording

Change in fair value of SAFEs was $0 for the three months ended September 30, 2026 compared to a loss of $21,566 for the three months ended September 30, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period. Upon the Closing of the Business Combination in the second quarter of 2026, all outstanding SAFEs were converted into shares of common stock of the Company in accordance with their respective terms. As a result, as of September 30, 2026, there are no SAFEs outstanding.

Previous wording

Change in fair value of warrant liabilities was a gain of $5,262 for the three months ended June 30, 2026 due to the remeasurement of the warrant liabilities.

Current wording

Change in fair value of warrant liabilities was a gain of $418 for the three months ended September 30, 2026 due to the remeasurement of the warrant liabilities.

Previous wording

Comparison of the six months ended June 30, 2026 and the six months ended June 30, 2025

Current wording

Comparison of the nine months ended September 30, 2026 and the nine months ended September 30, 2025

Previous wording

G&A expenses were $3,546 for the six months ended June 30, 2026 compared to $522 for the six months ended June 30, 2025, an increase of $3,024 over the corresponding prior-year period due primarily to the expansion of personnel-related costs and third-party advisory services.

Current wording

G&A expenses were $5,879 for the nine months ended September 30, 2026 compared to $1,452 for the nine months ended September 30, 2025, an increase of $4,427 over the corresponding prior-year period due primarily to the expansion of personnel-related costs and third-party advisory services.

Previous wording

R&D expenses were $1,597 for the six months ended June 30, 2026 compared to $30 for the six months ended June 30, 2025. R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular reactor.

Current wording

R&D expenses were $2,877 for the nine months ended September 30, 2026 compared to $225 for the nine months ended September 30, 2025. R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular reactor.

Previous wording

Stock-based compensation expense was $10,634 for the six months ended June 30, 2026 compared to $604 for the six months ended June 30, 2025. The increase of $10,030 was primarily driven by the recognition of expense related to restricted share grants under the Former Plan, including the modification and commencement of vesting of new grants of 1,674,966 restricted shares to employees and advisors during the six months ended June 30, 2026. Stock-based compensation is measured at the estimated fair value of the shares on the grant date, equal to $14.05 per share, and recognized over the requisite service period.

Current wording

Stock-based compensation expense was $12,985 for the nine months ended September 30, 2026 compared to $2,127 for the nine months ended September 30, 2025. The increase of $10,858 was primarily driven by the recognition of expense related to restricted share grants under the Former Plan, including the modification and commencement of vesting of new grants of 1,674,966 restricted shares to employees and advisors during the nine months ended September 30, 2026, as well as the granting of RSUs during the nine months ended September 30, 2026. Stock-based compensation is measured at the estimated fair value of the shares on the grant date, equal to $14.05 per share, and recognized over the requisite service period.

Previous wording

Depreciation expense was $6 for the six months ended June 30, 2026 compared to $1 for the six months ended June 30, 2025. The increase reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the six months ended June 30, 2026.

Current wording

Depreciation expense was $9 for the nine months ended September 30, 2026 compared to $3 for the nine months ended September 30, 2025. The increase reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the nine months ended September 30, 2026.

Previous wording

Change in fair value of SAFEs was a gain of $31,846 for the six months ended June 30, 2026 compared to a loss of $5,825 for the six months ended June 30, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period.

Current wording

Change in fair value of SAFEs was a gain of $31,846 for the nine months ended September 30, 2026 compared to a loss of $27,391 for the nine months ended September 30, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period.

Previous wording

Change in fair value of legal settlement liability was a gain of $9,601 for the six months ended June 30, 2026 due to the finalization of the actual settlement amount.

Current wording

Change in fair value of legal settlement liability was a gain of $9,601 for the nine months ended September 30, 2026 due to the finalization of the actual settlement amount.

Previous wording

Change in fair value of warrant liabilities was a gain of $5,262 for the six months ended June 30, 2026 due to the remeasurement of the warrant liabilities.

Current wording

Change in fair value of warrant liabilities was a gain of $5,680 for the nine months ended September 30, 2026 due to the remeasurement of the warrant liabilities.

Previous wording

Provision for income taxes was $0 for the six months ended June 30, 2026 and $0 for the six months ended June 30, 2025, in each case primarily due to changes in deferred tax balances offset by valuation allowances against our deferred tax assets.

Current wording

Provision for income taxes was $0 for the nine months ended September 30, 2026 and $0 for the nine months ended September 30, 2025, in each case primarily due to changes in deferred tax balances offset by valuation allowances against our deferred tax assets.

Previous wording

During the six months ended June 30, 2026, we raised significant capital through the Business Combination with GigCapital7, which was consummated on May 22, 2026 and resulted in proceeds of approximately $22,944 released from the trust account previously held by GigCapital7, after paying all de-SPAC expenses, which has alleviated the substantial doubt about our ability to continue as a going concern. As of June 30, 2026, we have no debt. We believe that our existing cash will be sufficient to support operations for at least one year from the issuance date of these unaudited condensed consolidated financial statements.

Current wording

During the nine months ended September 30, 2026, we raised significant capital through the Business Combination with GigCapital7, which was consummated on May 22, 2026 and resulted in proceeds of approximately $22,944 released from the trust account previously held by GigCapital7, after paying all de-SPAC expenses, which has alleviated the substantial doubt about our ability to continue as a going concern. As of September 30, 2026, we have no debt. We believe that our existing cash will be sufficient to support operations for at least one year from the issuance date of these unaudited condensed consolidated financial statements.

Previous wording

The following is a summary of cash flows for the six months ended June 30, 2026 and 2025:

Current wording

The following is a summary of cash flows for the nine months ended September 30, 2026 and 2025:

Previous wording

Net cash used in operating activities of $4,382 for the six months ended June 30, 2026 was primarily attributable to a change in fair value of SAFEs of $31,846, a change in fair value of the warrant liabilities of $5,262, and a $9,601 change in fair value of legal settlement liability, partially offset by net income of $30,926, changes in operating assets and liabilities of $680, $10,634 of stock-based compensation, $6 of depreciation and $81 of noncash operating lease expense.

Current wording

Net cash used in operating activities of $6,932 for the nine months ended September 30, 2026 was primarily attributable to a change in fair value of SAFEs of $31,846, a change in fair value of the warrant liabilities of $5,680, and a $9,601 change in fair value of legal settlement liability, partially offset by net income of $25,502, changes in operating assets and liabilities of $1,606, $12,985 of stock-based compensation, $9 of depreciation, $12 loss on disposal of fixed assets and $81 of noncash operating lease expense.

Previous wording

Net cash used in operating activities of $644 for the six months ended June 30, 2025 was primarily attributable to a net loss of $6,982 and changes in operating assets and liabilities of $(92), partially offset by a change in fair value of SAFEs of $5,825, stock-based compensation of $604 and $1 of depreciation.

Current wording

Net cash used in operating activities of $1,405 for the nine months ended September 30, 2025 was primarily attributable to a net loss of $31,198, partially offset by a change in fair value of SAFEs of $27,391, changes in operating assets and liabilities of $239, stock-based compensation of $2,127, $3 of depreciation and $33 of non-cash operating lease expense.

Previous wording

There was no cash used in investing activities during the six months ended June 30, 2026, as we made no purchases of property and equipment during the period.

Current wording

There was no cash used in investing activities during the nine months ended September 30, 2026, as we made no purchases of property and equipment during the period.

Previous wording

There was no material cash used in investing activities during the six months ended June 30, 2025.

Current wording

There was no material cash used in investing activities during the nine months ended September 30, 2025.

Previous wording

Net cash provided by financing activities of $24,842 for the six months ended June 30, 2026 was primarily attributable to proceeds from the issuance of SAFEs and net proceeds received from the Business Combination.

Current wording

Net cash provided by financing activities of $24,842 for the nine months ended September 30, 2026 was primarily attributable to proceeds from the issuance of SAFEs and net proceeds received from the Business Combination.

Previous wording

Net cash provided by financing activities of $1,227 for the six months ended June 30, 2025 was attributable to proceeds from the issuance of SAFEs.

Current wording

Net cash provided by financing activities of $2,194 for the nine months ended September 30, 2025 was attributable to proceeds from the issuance of SAFEs.

Previous wording

Our financial statements have been prepared in accordance with GAAP. In the preparation of these financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. There have been no significant changes to our critical accounting policies in the preparation of our condensed consolidated financial statements during the six months ended June 30, 2026 compared to those disclosed in our audited financial statements for the year ended December 31, 2025, included in the prospectus dated as of, and filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026.

Current wording

Our financial statements have been prepared in accordance with GAAP. In the preparation of these financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. There have been no significant changes to our critical accounting policies in the preparation of our condensed consolidated financial statements during the nine months ended September 30, 2026 compared to those disclosed in our audited financial statements for the year ended December 31, 2025, included in the prospectus dated as of, and filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026.

Previous wording

There have been no significant changes to our critical accounting estimates in the preparation of our condensed consolidated financial statements during the six months ended June 30, 2026 compared to those disclosed in our audited financial statements for the year ended December 31, 2025, included in the prospectus dated as of, and filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026.

Current wording

There have been no significant changes to our critical accounting estimates in the preparation of our condensed consolidated financial statements during the nine months ended September 30, 2026 compared to those disclosed in our audited financial statements for the year ended December 31, 2025, included in the prospectus dated as of, and filed with the SEC pursuant to Rule 424(b)(3) on June 25, 2026.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Change in fair value of legal settlement liability

Current report — wording carried from elsewhere

Change in fair value of legal settlement liability
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

We have established partnerships with leading technology and infrastructure providers. In March 2026, we entered into a Memorandum of Understanding ("MOU") with Paragon Energy Solutions (a Mirion Technologies company) for collaboration on the

Previous report — wording carried elsewhere

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled "Risk Factors"

Previous report — wording carried elsewhere

Change in fair value of legal settlement liability was a gain of $4,911 for the three months ended June 30, 2026 due to the finalization of the actual settlement amount.