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于2026年10月26日向美国证券交易委员会提交。

注册\n编号 333-[●]

美国

证券交易委员会

华盛顿特区 20549

表格\nS-1

注册声明

依据

1933年证券法

LIS\nTECHNOLOGIES INC.

（注册人在其章程中指定的准确名称）

\n\n \n \n \n \n \n\n \n \n \n \n \n

内华达州

2810

93-3676104

（州\n 或其他注册成立或组织管辖区）

注册成立\n 或组织

（主要\n 标准行业

分类\n 代码）

（美国国税局\n 雇主

识别\n 编号）

203 Victorius Blvd E, K-1330

Oak Ridge, Tennessee, 37830

(800)\n388-5492

（注册人主要执行办公室的地址（包括邮政编码）和电话号码（包括区号））

Jay Jiang Yu

首席执行官

LIS\nTechnologies Inc.

203 Victorius Blvd E, K-1330

Oak Ridge, Tennessee, 37830

(800)-388-5492

（送达代理人的姓名、地址（包括邮政编码）和电话号码（包括区号））

副本送至：

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

Richard\n I. Anslow, Esq.	Joseph\n M. Lucosky, Esq.
Lawrence\n A. Rosenbloom, Esq.	Lucosky Brookman LLP
Ellenoff\n Grossman & Schole LLP	101 Wood Avenue South, 5th Floor
1345 Avenue of the Americas	Woodbridge, NJ 08830
New\n York, NY 10105	电话：(732) 395-4400
电话：\n (212) 370-1300

拟向公众出售的开始日期：本注册声明生效后，尽快开始。

如果根据《证券法》第415条规定，本表格所注册的任何证券将以延迟或连续方式发行，请勾选以下方框。☐

如果本表格是根据《证券法》第462(b)条为发行而提交的附加证券注册文件，请勾选以下方框，并列出同一发行先前生效的注册声明的《证券法》注册声明编号。\n☐

如果本表格是根据《证券法》第462(c)条提交的生效后修正案，请勾选以下方框，并列出同一发行先前生效的注册声明的《证券法》注册编号。☐

如果本表格是根据《证券法》第462(d)条提交的生效后修正案，请勾选以下方框，并列出同一发行先前生效的注册声明的《证券法》注册编号。☐

请勾选标记，说明注册人是否为大型加速申报公司、加速申报公司、非加速申报公司、较小报告公司或新兴成长型公司。参见《交易法》规则12b-2中“大型加速申报公司”“加速申报公司”“较小报告公司”和“新兴成长型公司”的定义。

\n\n \n \n \n \n\n \n \n \n \n

大型加速申报公司 ☐	加速申报公司 ☐	非加速申报公司 ☒	较小报告公司 ☒
			新兴成长型公司 ☒

如果是新兴成长型公司，请勾选标记，说明注册人是否选择不采用《证券法》第7(a)(2)(B)条规定的、遵守任何新订或修订财务会计准则的延长过渡期。☐

注册人特此在必要的一个或多个日期修订本注册声明，以延迟其生效日期，直至注册人提交进一步修正案，明确声明本注册声明此后将根据经修订的《1933年证券法》第8(a)条生效，或直至本注册声明于美国证券交易委员会依据第8(a)条确定的日期生效。

本初步招股说明书所载信息尚不完整，且可能发生变更。在向美国证券交易委员会提交的注册声明生效之前，不得出售这些证券。本初步招股说明书不构成出售这些证券的要约，也不在任何不允许发出要约或进行销售的州征求购买这些证券的要约。

\n\n \n \n

初步招股说明书

待完成，日期为 2026 年 10 月 26 日

$\"\"$

2,833,334 股普通股

这是 LIS Technologies Inc.（一家内华达州公司）首次公开发行普通股，每股面值 $0.0001，采用坚定承销承诺方式发行 2,833,334 股。

在本次发行之前，我们的普通股尚无公开市场。我们预计普通股首次公开发行价格为每股 $5.00 至 $7.00，假设首次公开发行价格为 $6.00（即每股 $5.00 至 $7.00 区间的中点；除非另有说明，本招股说明书全文均采用此假设）。我们已申请将普通股在纳斯达克资本市场（或称 Nasdaq）上市，股票代码为“LIS”。无法保证 Nasdaq 会批准我们的申请。如果我们的普通股未获准在 Nasdaq 上市，我们将不会完成本次发行。

本次发行中我们普通股的首次公开发行价格，将由承销商与我们在定价时协商确定，并考虑我们的历史业绩和资本结构、当前市场状况以及对我们业务的整体评估。因此，本招股说明书全文采用的假设首次公开发行价格可能并不代表最终发行价格。

根据《2012年〈创业企业融资法〉》，我们属于“新兴成长型公司”；根据经修订的《1934年证券交易法》第12b-2条的定义，我们属于“较小报告公司”。因此，我们可以选择在本招股说明书及未来申报文件中遵守某些简化的上市公司报告要求。参见“概要——成为新兴成长型公司的影响” 和 “概要——成为较小报告公司的影响。”

投资我们的普通股具有投机性，且风险程度较高。在作出任何投资决定之前，您应仔细审阅并考虑本招股说明书中的所有信息，包括从第 20 页开始的“风险因素”部分所述的风险和不确定性。

美国证券交易委员会和任何州证券委员会均未批准或否决这些证券，也未认定本招股说明书真实或完整。任何相反陈述均属刑事犯罪。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	每股	总计
首次公开发行价格	$		$
承销折扣和佣金 ⁽¹⁾	$		$
扣除费用前支付给我们的款项 ⁽²⁾	$		$

\n\n\n\n\n\n

	(1)	表示每股承销折扣为百分之六点五（6.5%）（或每股 $[●]）。

	(2)	不包括应付给承销商、相当于本次发行总收益百分之零点五（0.5%）的非责任费用津贴，也不包括偿还承销商的某些费用。我们还同意向承销商发行认股权证，使其可购买相当于本次发行（包括任何超额配售）所售普通股总数百分之七（7%）的股份，行权价格为本次发行普通股首次公开发行价格的百分之一百一十五（115%）。有关承销商将获得的其他报酬条款，请参阅“承销。”

我们的首席执行官兼董事会主席 Jay Jiang Yu，以及我们的总裁兼联合创始人 Christo J. Liebenberg，均已表示有意（自行或通过其关联方）在本次发行中各购买至多价值 $250,000 的普通股（“内部人士股份”）。该等购买将按每股首次公开发行价格并按本次发行中其他购买者适用的相同条款进行。由于意向表示并非具有约束力的协议或购买承诺，Yu 先生或 Liebenberg 先生均可决定在本次发行中购买更多、更少或不购买股份，承销商也可决定向 Yu 先生或 Liebenberg 先生出售更多、更少或不出售股份。对于 Yu 先生或 Liebenberg 先生购买的任何股份，承销商将获得与本次发行中售予公众的其他股份相同的承销折扣。Yu 先生或 Liebenberg 先生在本次发行中购买普通股的数量，将相应减少可供公众购买的普通股数量。虽然本次发行中向 Yu 先生和 Liebenberg 先生出售内部人士股份已根据本招股说明书所属的注册声明进行注册，但由于他们是本公司的关联方，且受其他监管因素影响，内部人士股份只能按照经修订的《1933 年证券法》（“《证券法》”）颁布的第 144 条规则合规转售。此外，内部人士股份受益于承销商的禁售协议，在本招股说明书发布之日起 180 天内不得转售给公众，并且之后也须遵守《证券法》。

我们已授予承销商一项为期30天的选择权，可额外购买最多425,000股普通股，仅用于弥补超额配售（如有）。如果承销商全额行使该选择权，承销折扣总额约为$1,270,750；行使超额配售选择权后，我们获得的额外收益（扣除费用前）约为$2,371,500。

承销商预计于2026年[●]日左右向购买者交付普通股。

牵头簿记管理人

Titan Partners

本招股说明书日期为2026年[●]日

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	页码
招股说明书摘要	1
发行概况	13
合并财务信息摘要	15
风险因素	20
关于前瞻性陈述的警示说明	52
所得款项用途	53
股息政策	54
资本结构	54
稀释	55
管理层对财务状况和经营业绩的讨论与分析	57
业务	66
管理层	92
高管及董事薪酬	104
主要股东	115
某些关系及关联方交易	117
股本说明	119
未来可出售股份	125
非美国持有人的重大美国联邦所得税后果	127
承销	131
法律事项	140
专家	140
其他信息的获取途径	140
财务报表索引	F-1

您应仅依赖本招股说明书以及由我们或代表我们编制并交付或提供给您的任何自由撰写招股说明书中所载的信息。我们和承销商均未授权任何人向您提供额外或不同的信息。我们仅在允许要约和销售的司法管辖区发行普通股并寻求购买要约。本招股说明书或自由撰写招股说明书所载信息仅在其日期当日准确，无论其交付时间或普通股出售时间如何。自该日起，我们的业务、财务状况、经营业绩和前景可能已发生变化。

美国境外投资者：除美国外，我们和承销商均未采取任何行动，以允许在任何需要采取相关行动的司法管辖区进行本次发行或持有、分发本招股说明书。持有本招股说明书的美国境外人士必须自行了解并遵守与美国境外发行普通股及分发本招股说明书有关的任何限制。

行业与市场数据

除非另有说明，本招股说明书中有关经济状况、我们所处行业、市场及竞争地位的信息，基于多种来源，包括第三方行业分析师和出版物提供的信息以及我们自己的估算和研究。本招股说明书中的部分行业和市场数据基于第三方行业出版物。这些信息涉及若干假设、估算和局限性。

行业出版物、调查和预测及其他公开信息通常表明或暗示，其信息来自被认为可靠的来源。本招股说明书中使用的第三方行业出版物均非代表我们编制。由于多种因素，我们所处行业存在高度不确定性和风险，包括本招股说明书“风险因素”部分所述因素。这些及其他因素可能导致实际结果与这些出版物所述结果存在重大差异。

商标

我们拥有或有权使用与业务运营相关的商标或商号，以及我们的公司名称、徽标和网站名称。本招股说明书提及我们的商标和服务标志，也提及其他实体的商标和服务标志。为方便起见，本招股说明书提及的商标和商号可能不带 ® 或 ™ 符号，但此类提及并不以任何方式表示我们不会在适用法律允许的最大范围内主张我们或相关许可方对这些商标和商号享有的权利。我们无意通过使用或展示其他公司的商号、商标或服务标志，暗示与任何其他公司存在关系，或获得其认可或赞助。所有其他商标均为其各自所有者的财产。

招股说明书摘要

本摘要概述了本招股说明书其他部分所载的若干信息。由于本摘要仅为摘要，并未包含您在投资我们的普通股前应考虑的全部信息，因此本摘要的全部内容均受本招股说明书其他部分更详细信息的限定，并应与该等信息一并阅读。本摘要包含涉及风险和不确定性的前瞻性陈述，例如有关我们计划、目标、预期、假设或未来事件的陈述。这些陈述涉及估计、假设、已知和未知的风险、不确定性及其他因素，可能导致实际结果与前瞻性陈述明示或暗示的任何未来结果、表现或成就存在重大差异。请参阅“关于前瞻性陈述的警示说明”。在决定投资我们的普通股之前，您还应仔细阅读整份招股说明书，包括从第20页开始的“风险因素”、从第57页开始的“管理层对财务状况和经营业绩的讨论与分析”，以及本招股说明书所载财务报表及相关附注。

除非上下文另有说明，本招股说明书中所有提及“LIST”之处均指内华达州公司 LIS Technologies Inc.；所有提及“我们”“我方”“我们的”“我们自己”“本公司”“Company”及类似术语之处均指 LIST 及其合并子公司。除非本文明确另有说明，本招股说明书中所有股份数量均已追溯调整，以反映我们普通股按1比2.5比例进行的反向股票拆分，该拆分于2024年4月22日生效；所有提及“US$”“U.S. dollars”或“$”之处均指美国法定货币，所有提及“C$”“CAD$”或“Canadian dollars”之处均指加拿大法定货币。

概览

我们是一家处于早期阶段的铀浓缩公司，专注于开发获得专利及其他专有的激光铀浓缩技术和相关能力，以生产浓缩铀，满足美国国内及国际核能行业不断增长的需求。我们的专有技术包括凝结抑制同位素选择性激光激活（“CRISLA”）工艺，以及其他专有工艺和系统（统称为“LIST 技术”）。

铀作为一种化学元素，存在不同的同位素；由于原子核中的中子数量不同，这些同位素的原子质量也不同。从地下开采的天然铀约有 99.3% 是 U-238（即含有 238 个中子的铀），只有约 0.7% 是铀-235（“U-235”）。浓缩是通过机械方式（传统上使用高速气体离心机）按重量分离这些同位素，以提高 U-235 的浓度，使其达到维持核链式反应所需的水平（商用动力反应堆通常为 3% 至 5%，高丰度低浓铀则最高可达 20%，称为 HALEU）。浓缩铀是制造商用核电反应堆燃料及其他核能应用燃料的关键组成部分。由于全球对核能的需求不断增长，且美国和其他国家聚焦于下一代核能技术，核反应堆的开发和扩建预计将持续推进。随着新核反应堆的设计、建造并投入运行，对核燃料（包括浓缩铀）的需求预计也将相应增加。

我们的目标市场包括商用轻水反应堆（“LWR”）运营商，以及先进核反应堆技术的开发商和运营商，包括小型模块化反应堆（“SMR”）和微型反应堆（“MMR”）。在获得必要的监管批准并建成商业规模运营能力后，我们计划向目标市场的参与者生产并供应浓缩铀。

2025 年 12 月，我们从田纳西州获得放射性材料许可证（“放射性材料许可证”），以便在位于田纳西州橡树岭的测试示范设施（“橡树岭测试示范设施”）启动开发计划的第一阶段和第二阶段（定义见下文）。该放射性材料许可证授权我们开展涉及放射性材料的某些实验室规模活动。2026 年 10 月，一瓶 UF₆ 已运抵橡树岭测试示范设施，预计实验将在 2026 年底前开始。此外，2026 年 10 月，美国核管理委员会（“NRC”）批准了橡树岭测试示范设施的标准实践程序计划（SPPP）。此次批准是在我们于 2026 年 2 月 11 日首次提交 SPPP 之后作出的。所提交的 SPPP 说明了拟议的安全程序和控制措施，用于保护橡树岭测试示范设施的“限制区域”内与 CRISLA 激光浓缩工艺相关的机密资料，详情见下文。NRC 认定，所提交的 SPPP 符合 10 CFR 第 25 部分、10 CFR 第 95 部分和 32 CFR 第 117 部分的要求。此外，拟议的 SPPP 被认定能够合理保证我们将充分保护所持有的机密资料和敏感信息。该 SPPP 尚属附条件批准，待 NRC 运营准备情况审查成功完成后方可生效，该审查将在适当时候进行。我们还必须在建设和运营商业铀浓缩设施之前获得 NRC 许可证。NRC 对铀浓缩设施进行许可，并授权核材料的持有和使用，以确保拟议的设备、设施和安全控制措施符合联邦有关公共健康、环境保护和国家安全的要求。截至本招股说明书日期，除上述所述外，我们尚未持有 NRC 或其他监管机构颁发的任何其他许可证或批准，也尚未开始浓缩铀的商业生产或销售。

我们的 LIST 技术包括但不限于激光气体混合物、激光架构、设备配置、标准操作程序、计算，以及 LIST 技术独有的分离器设计与制造。我们的核心工艺是 CRISLA，这是一种源自美国的激光同位素浓缩工艺，最初于 20 世纪 90 年代初得到验证。尽管 CRISLA 已成功通过实验验证，但在 20 世纪 90 年代，其后续开发和商业化，以及其他美国激光铀浓缩技术的开发，并未推进至商业部署阶段，主要原因是地缘政治环境、铀供需、浓缩服务价格以及更广泛的市场和融资环境发生变化，而非认定其基础技术在技术上不可行。近年来，美国采取措施加强国内核燃料供应链，并减少对外国浓缩铀来源的依赖，其中包括 2024 年颁布《禁止进口俄罗斯铀法案》（Prohibiting Russian Uranium Imports Act）。该法案在法定例外和豁免的限制下，禁止向美国进口由俄罗斯或俄罗斯实体生产的未辐照低浓铀（“LEU”）。我们认为，这些发展可能会增加对美国国内铀浓缩服务的需求，并支持建立更加多元化的美国核燃料供应链。我们正寻求重启、进一步开发并实现 CRISLA 商业化，以把握这一潜在市场机遇。根据我们的公开研究，我们认为本公司是唯一拥有美国原创且已获专利的激光铀浓缩技术的公司。详见“业务——我们的 LIST 技术”。

CRISLA 利用激光在受控气流环境中选择性激发目标同位素，从而增强目标同位素与未激发同位素之间的物理化学差异，并实现高效分离。与 CRISLA 工艺相关的一项专利于 2014 年向美国专利商标局（USPTO）提交，并于 2019 年 6 月公布（“CRISLA 专利”）。2024 年 3 月，CRISLA 专利转让给 LIST。

截至本招股说明书日期，我们尚未产生任何收入。自 2021 年 12 月 31 日成立至 2026 年 7 月 31 日，我们已发生并累计净亏损 $65,418,743。

我们的开发阶段

我们的业务计划设想利用 CRISLA 进行铀浓缩、生产和销售。我们一直专注于，并将继续专注于推进这些工作，以期在下文定义的四个阶段实现潜在商业化，其中第 1 至第 3 阶段将并行开展。在开发计划的全部四个阶段中，我们聘用并预计将继续聘用多家承包商和顾问，为我们的运营和项目开发活动提供支持。为此，我们向关联方 NANO Nuclear 租赁了一处场地，并购买了两处物业，包括 LIST Island 和 150 Americus Property（定义见下文），上述地点均位于田纳西州橡树岭。租赁场地面积为 7,000 平方英尺，设有我们的主要行政办公室。我们还可使用租赁场地所在大楼内额外约 7,000 平方英尺的空间，该空间设有我们的激光浓缩研发实验室，并作为 CRISLA 激光浓缩工艺的橡树岭测试示范设施。LIST Island 占地约 206 英亩，正在开发中，拟用于建设我们的商业化 LEU-3 设施（“LEU-3 Facility”）。150 Americus Property 包含一栋面积为 38,000 平方英尺的建筑，其中包括一栋正在翻修的三层建筑，拟用于支持我们的第 2 阶段运营。请参阅“业务 - 物业说明。”

根据我们当前的开发计划，我们认为：

第 1 阶段（于 2025 年启动）预计将持续至 2027 年，目标是重新验证并优化与 CRISLA 工艺相关的浓缩结果；

第 2 阶段（于 2025 年启动）预计将持续至 2028 年，目标是开发工业规模设备并利用此类设备开始铀浓缩；

第 3 阶段（于 2025 年启动）预计将持续至 2030 年，用于筹备 LIST Island 的早期场地准备和建设、从 NRC 获得监管许可证、完成 LEU-3 设施的概念设计，并建设我们的试验工厂（“Pilot Plant”），使其于 2030 年左右达到运行就绪状态；计划年产能分别约为 50 公吨低浓铀（LEU）和约 0.5 百万分离功单位（“SWU”）；以及

第 4 阶段自 2028 年起，建设 LEU-3 设施，设计年产能约为 500 公吨低浓铀（LEU），预计于 2033 年左右建成，计划年产能约为 5.0 百万 SWU。

SWU 是衡量将天然铀浓缩为反应堆级燃料，以及将尾料（浓缩铀的副产品）降至指定水平（即尾料中剩余的 U-235 浓度）所需工作量的单位。SWU 不是能量单位，而是衡量分离能力和燃料加工成本的质量指标，其价值由市场赋予。

截至本招股说明书日期，我们已开始开展与开发计划第一阶段相关的测试或实验活动，包括实验室规模的测试以及对 CRISLA 富集参数的优化。我们还已开始对第二阶段的工业规模设备进行实验测试。目前，第二阶段活动涉及部分硬件组件的扩展，以及对新购置、位于田纳西州橡树岭市 Americus Ave. 150 号的物业（“150 Americus Property”）进行翻新，该物业拟用于容纳我们的部分第二阶段业务。截至本招股说明书日期，我们已将一台工业二氧化碳（“CO2”）激光器改造为一台一氧化碳（“CO”）激光器，拟用于第二阶段测试。我们已开始开展与第三阶段相关的某些初步活动；但尚未开始任何与第三阶段相关的研发、实验或测试活动。目前，第三阶段活动仅限于准备工作，包括为相关许可和监管流程做准备、场地环境特征调查、建造中试厂，以及对计划中的 LEU-3 Facility 进行概念设计。此外，我们尚未开始任何与第四阶段相关的活动。后续第一至第三阶段活动的时间安排和范围，以及第四阶段活动的启动时间、时间安排和范围，将取决于相关前期准备和开发活动能否成功完成，以及是否满足适用的技术、监管、融资和其他要求。随着我们持续评估技术、开发成果、监管要求、融资需求和市场状况，我们的开发计划可能会发生变化；我们无法保证会在目前预计的时间范围内完成任何特定阶段，甚至无法保证能够完成。

在我们的 LIST 技术成功开发、融资到位、获得所需监管批准和许可证，以及试点工厂成功建成并投入运营的前提下，我们随后计划在 LIST Island（原名 Duct Island）开发商业化 LEU-3 设施。该场地位于田纳西州橡树岭，占地 206 英亩，是我们目前拥有的一处棕地，毗邻历史悠久的 K-25 铀浓缩场址。世界上首批铀浓缩作业于 1942-1945 年在此为曼哈顿计划开展。我们的项目名为“Project FUEL”，是 Future Uranium Enrichment with Lasers（激光未来铀浓缩）的简称。2026 年 1 月，我们宣布 Project FUEL 将在 LEU-3 设施中实施。根据我们目前的预期，LEU-3 设施预计将于 2033 年前后开始运营，并分阶段开发。初始阶段的计划浓缩产能预计约为每年 300 万 SWU。视市场状况、融资可得性、监管批准、客户需求和运营表现而定，我们随后可能将 LEU-3 设施扩建至计划浓缩产能约每年 500 万 SWU。假设两处设施（试点工厂和 LEU-3 设施）均投入运营并达到各自的计划产能，我们预计计划总产能约为每年 550 万 SWU。更多信息请参阅“业务——拟议业务线——铀激光浓缩”。

上述时间表仅为估算，可能会因多种因素而变更，包括资金可得性、技术进展、监管要求及其他情况，其中许多因素可能超出我们的控制范围。试点工厂和 LEU-3 设施的建设时间、产能和规模均基于我们当前的发展计划，并面临重大风险和不确定性，包括技术、监管、融资、建设、运营和市场相关因素。因此，我们无法保证这些设施会按预期时间表建成、达到预期产能，或按目前计划开始运营。

根据我们对行业发展的当前预期以及对核燃料需求的预测，我们的发展计划旨在使我们能够在新增核能发电能力及相关燃料需求出现时参与核燃料市场。我们能否实现发展时间表中列出的里程碑，取决于诸多因素，包括技术的成功开发与验证、融资可得性、获得所需监管批准和许可证、建设进展、市场状况，以及其他类似因素或其他我们无法控制的因素。目前，我们正在开展与激光浓缩技术相关的实验室测试及其他研发活动。与此同时，我们正在评估并规划潜在的规模化和商业化活动，包括 LEU-3 Facility 的初步工程和设计工作，以及准备可能与未来向 NRC 申请许可相关的文件。但是，无法保证我们能够成功开发、获得许可或商业化我们的技术，也无法保证我们能按目前设想的时间表实现预期的发展里程碑。

我们的愿景、政府支持与市场机遇

我们的愿景

我们的愿景是为美国公用事业公司和先进反应堆开发商提供可靠的本土低浓铀（LEU）供应。我们的发展战略以模块化 CRISLA 浓缩方案为核心，并结合分阶段商业化工作、及早与监管机构接洽，以及与供应商和其他行业参与者建立战略关系。我们认为，如果成功实施这一方案，未来可通过部署额外的模块化装置来扩大产能，而不必依赖单一的大型设施。

政府支持

我们认为，美国政府正通过旨在推进核技术的各项举措，日益展现出对核能的强力支持。

美国能源部（“DOE”）过去几年启动了多项举措，旨在增加美国境内低浓铀（LEU）和高纯低浓铀（HALEU）的供应。DOE 已获得国会拨款约 34 亿美元，用于支持美国本土 LEU 和 HALEU 浓缩能力建设。2026 年 1 月，DOE 宣布向三家技术成熟度（“TRL”）较高的公司授予总额 27 亿美元的任务订单，作为同一 DOE 计划的一部分。

据 DOE 发布的题为 “国内低浓铀供应链,” 的文件，DOE 已与六家公司签订低浓铀（LEU）浓缩合同，使其能够竞标未来的工作。我们已入选 DOE 低浓铀采购计划的六家参与者之一，获得一份为期十年的多重授标、不定交付/不定数量（IDIQ）合同（“DOE IDIQ 合同”）；该合同依据《2023年核燃料安全法》与 DOE 签订，DOE 可通过单独的任务订单订购低浓铀相关研究、分析和生产工作。工作仅通过此类任务订单下达，每份订单均规定其自身的范围、交付成果、进度和定价。根据每份任务订单，我们通常提供执行所订工作所需的人员、设施和材料，并按该订单规定的依据获得报酬；DOE IDIQ 合同不为任何浓缩设施的建设或运营提供资金，而我们负责激光铀浓缩技术相关的开发、建设和运营成本。我们继续参与该计划须符合适用的资格要求和计划条件，且 DOE 保留修改、暂停或终止计划活动的酌处权。\n尽管我们未来可能申请 DOE 的更多资金，但目前并不依赖该计划获得资金。更多信息请参阅“业务”。

我们已获提供一揽子州和地方经济激励措施，并正处于申请和落实这些措施的不同阶段；这些措施与我们计划在田纳西州橡树岭建设的铀浓缩设施有关，预计在激励措施有效期内的潜在总价值超过 $200 million。该一揽子措施包括田纳西州、相关地方政府机构和田纳西河谷管理局（TVA）提供的激励和其他支持，可能包括税收抵免、销售税和使用税豁免、提供财产税减免的税款代缴（PILOT）安排、现金补助和电费抵扣。大多数此类激励尚未最终授予，仍以我们满足特定条件和履约要求为前提，其中可能包括创造并维持规定数量的就业岗位、达到最低资本投资门槛、满足工资要求和实现项目相关里程碑，以及在某些情况下获得最终批准、签署最终协议并支付适用费用。该一揽子措施的估值基于预计的资本投资和就业创造水平；如能实现，也将在多年期间逐步兑现；实际金额可能存在重大差异。此类激励的条款和条件载于与相关政府机构签订的问责协议、补助合同、条款清单、要约函和申请文件中。对于已载入或预计将载入具有约束力协议的激励，相关协议通常规定，如果我们未能满足适用的就业创造、资本投资或其他履约要求，相关优惠可能会被减少、暂停、终止或要求偿还（即“追缴”）；在某些情况下，如果履约低于规定的最低门槛，我们可能须偿还此前收到的全部款项。我们仍须承担计划中设施的所有建设和运营成本，且上述任何激励均不为设施建设或运营提供资金，也不要求任何机构为此提供资金。我们与 TVA 的往来涉及潜在的电力供应安排，以及我们可能参与 TVA 的经济发展计划；目前，这些计划并未要求 TVA 向我们提供资金，也未要求 TVA 承担计划中设施的建设或运营成本。截至本招股说明书发布之日，我们尚未收到田纳西州、相关地方政府机构或 TVA 提供的任何激励或资金支持。

2025年1月15日，我们获得了美国空军部授予、由AFWERX（AFRL的组成部分）管理的一项第一阶段小企业创新研究（SBIR）合同（合同编号 FA864925P0078），该合同涉及核燃料供应链安全主题。该奖项是一项固定总价的联邦采购合同，已全额拨款，总额为$74,866。根据合同，我们同意开展与CRISLA浓缩工艺相关的第一阶段研究，并编制和提交初步技术报告及最终技术报告；付款须经AFRL验收。合同包含联邦合同的惯常条款，包括履约和报告要求、SBIR项目资格条件、关于本奖项项下生成的技术数据权利的条款，以及停工和终止条款。该奖项仅资助研发活动；政府没有义务资助任何后续阶段、采购或商业部署，也不构成美国空军部或任何其他美国政府机构采购我们技术或向我们授予任何未来合同的承诺。超出资助金额的所有费用由我们承担。参与SBIR项目可能有助于我们争取未来政府研发或采购机会，但我们无法保证此类机会会带来任何成果。

尽管我们已获得某些政府激励和奖项，但目前我们并不依赖政府资金来维持运营或执行当前发展计划。我们目前的运营以及第一阶段和第二阶段活动中经过规模调整并确定优先级的部分，预计主要由现有现金资源和其他可用资金来源提供资金。然而，要完成第一阶段和第二阶段的其余活动，并推动技术完成商业规模浓缩设施的开发、许可、建设和运营（如第三阶段和第四阶段所设想），仍需大量额外资金。我们预计将通过股权或债务融资（包括本次发行）、战略投资、商业安排或其他资金来源寻求额外资金。未来我们也可能寻求政府拨款、激励或其他公共资金（包括通过美国能源部贷款项目办公室——现称能源主导融资办公室）；但我们当前的发展计划和资本策略并不依赖于获得任何特定政府资金，任何未来政府资金均须符合适用的资格、审批、资金可用性及其他条件。更多信息请参见“业务——政府支持” 。

我们的市场机遇

随着全球和国内核燃料需求在各方重申对核能的承诺推动下不断增长，我们的技术和燃料产品所面临的市场机遇正在迅速扩大。例如，2025年5月，特朗普总统宣布了到2050年将美国核电容量提高至四倍的长期目标，体现了将核能作为国家能源和气候政策基石的战略重点。核能日益被视为可靠的无碳基荷电力来源，既能补充间歇性可再生能源发电，也能支持全球脱碳目标。

我们当前的开发时间表部分依据我们对未来铀浓缩服务和浓缩铀产品（“EUP”）预期需求的评估。根据 UxC《2026 年第一季度浓缩市场报告》（“UxC 报告”），预计美国现有近 100 座反应堆（包括 3 座此前关闭、目前正在重启的机组）将运行至 2050 年代及以后。根据 UxC 报告中的低情景，美国核电容量预计到 2045 年约为 114 吉瓦电（“GWe”），而截至 2026 年 3 月 31 日，可运行容量约为 99 GWe。根据高情景，美国核电容量预计到 2045 年将增至约 135 GWe。如下面的图表所示，美国预计的分离功单位（“SWU”）需求从低情景下 2045 年约 1100 万 SWU，到美国核电容量预计到 2050 年增至约 3 倍的高增长情景下 2045 年约 3900 万 SWU 不等。相比之下，目前美国国内浓缩能力每年不足 500 万 SWU，因此根据需求增长假设，预计每年将出现约 600 万至 3500 万 SWU 的供应缺口。

$\"\"$

来源：美国浓缩需求情景，2026-2045 年（UxC 报告，2026 年）

根据 UxC 报告，全球能源需求增长以及向低碳能源转型，正推动核能发电需求。核反应堆需要稳定供应浓缩铀作为燃料，现有反应堆扩建以及新反应堆建设都在增加铀浓缩需求。各国政府和私营企业正在投资核能基础设施，以确保能源安全并减少碳排放。核能需求上升直接推动铀浓缩市场发展，因为低浓缩铀（LEU）和高浓缩铀（“HEU”）对反应堆运行都至关重要。根据世界核能协会的数据，2024 年，全球核反应堆发电量创纪录，达到 2,667 太瓦时（TWh），为核能有史以来最高发电量，帮助避免了相当于燃煤发电所产生的 21 亿吨二氧化碳（CO2）排放。

与 NANO Nuclear 的关系

浓缩技术和快速部署由我们的专家和项目经理负责，他们展现了创新和交付能力。NANO Nuclear Energy Inc. 是一家因共同所有权和管理层而构成关联方的公司（“NANO Nuclear”），其主要专注于微型核反应堆的开发，同时也在寻求开发核能供应链能力，例如铀矿开采、铀矿加工、转化、运输以及铀原料供应；我们的业务可能从这些能力中受益。

2024年8月，NANO Nuclear向我们提供了200万美元投资，作为一轮种子投资的一部分，NANO Nuclear从我们手中购买了2,666,667股普通股。随后，我们于2024年11月4日与NANO Nuclear签订协议，以书面形式确定双方业务合作的条款。2026年9月8日，鉴于时间推移以及我们和NANO Nuclear各自业务的发展，我们对该协议进行了修订并重述，取代原协议全文，并将其命名为《联合合作协议》。该《联合合作协议》为我们与NANO Nuclear当前及拟议的未来工作提供了框架，并规定了以下事项等：(i) NANO Nuclear将致力于开发必要的铀转化设施和能力，以便为我们设想中的浓缩和脱转换工艺提供UF₆进料；(ii) 我们将根据NANO Nuclear提供的进料，以浓缩并脱转换后的UF₆燃料形式向NANO Nuclear提供EUP；(iii) 我们与NANO Nuclear将分别保持对UF₆进料和EUP的相互“优先客户”地位；以及(iv) 我们与NANO Nuclear将寻求就销售基于NANO Nuclear提供、并经LIST浓缩和脱转换的UF₆进料所生产的铀产品，达成未来安排。在双方签署最终协议的前提下，此类铀产品售予客户的最终售价将根据与转化、浓缩和脱转换相关的所有成本及服务确定。NANO Nuclear将根据提供给LIST的UF₆进料获得付款，LIST将根据其浓缩和脱转换服务获得付款。此类铀产品销售所得款项的分配条款，包括分成比例及其他相关细节，将在最终协议中规定。

根据《联合合作协议》，我们与 NANO Nuclear 进一步同意：(i) 分担开发拟议一体化燃料供应链的成本，尤其是在双方均受益的领域，包括联合营销和销售工作，并根据具体项目或活动的需求以及双方各自获得的相应利益，通过书面共同协议逐案分配成本；以及 (ii) 分享双方努力产生的任何共同开发知识产权。截至本招股说明书日期，我们与 NANO Nuclear 尚未就上述商业条款签订任何最终协议。该协议的条款和时间安排仍取决于我们公司和 NANO Nuclear 业务的适当发展（使各方能够履行其义务），以及双方未来的进一步讨论和谈判，包括适用的利润分享安排、定价、成本和费用分配、双方职责及其他商业条款。签订该协议还将取决于双方技术和商业开发活动的进展和结果，以及（如适用）相关监管及其他要求是否得到满足。因此，无法保证双方会按目前设想的条款签订该协议，甚至无法保证会签订该协议。更多信息请参见“业务 – 重大协议”和“风险因素 - 我们可能无法与 NANO Nuclear 签订拟议的收益分享最终协议，这可能会对我们实现与 NANO Nuclear 合作预期商业利益的能力产生不利影响”。

未来，我们可能从各种来源获得铀原料，包括 NANO Nuclear，但须视供应情况、适用监管要求是否得到满足，以及未来是否协商并签订最终协议而定。我们的风险管理和运营监督方法依托管理团队及外部行业关系所提供的资源、专业知识和技术支持。我们与 NANO Nuclear 在若干与业务相关的事项上开展合作，包括监管策略、行业发展及其他核工业相关事项。为促进协调，我们与 NANO Nuclear 已成立由双方代表组成的联合项目管理办公室。该项目管理办公室作为沟通和协调平台，供双方讨论监管事项、核工业相关事项及其他共同关注的话题。

我们与 NANO Nuclear 保持着持续的合作关系，并定期会面，讨论共同感兴趣的领域、潜在合作机会、行业发展，以及各自业务战略的最新情况。此外，应我们的要求，NANO Nuclear 可能会通过其主题专家就监管考量及其他行业相关主题向我们提供咨询，为我们提供技术和运营支持。NANO Nuclear 也是我们公司的早期投资者，截至本招股说明书发布之日，已向我们公司累计投资约 $2.0 million。我们的首席执行官兼董事会主席 Jay Jiang Yu 同时担任 NANO Nuclear 董事会主席和总裁，也是其重要股东。

除与 NANO Nuclear 合作外，我们还聘请专业顾问和承包商，为关键子系统的许可申请、工程设计、可制造性和产业化提供支持。我们计划建立一种类似于成熟核能项目交付团队的组织架构，而非独立的研发团队，以支持高效的项目执行、合规监管，以及从设计到商业部署的及时推进。此方法旨在利用外部专业知识，同时对我们运营中的所有关键职能保持监督和整合。

我们的竞争优势

我们认为，我们的 LIST 技术具有以下竞争优势：

与离心机相比

目前，全球铀浓缩由气体离心机级联主导。离心机技术成熟且高效，但依赖大量精密旋转机器、复杂的级联配置，以及较长的制造交付周期。采用 LIST 技术的激光浓缩方法，相较于传统离心浓缩具有若干潜在优势：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	*有针对性的同位素分离。*

	●	可能降低资本成本和运营成本.

	●	高效利用原料.

	●	灵活的产品丰度.

	●	运营灵活性.

	●	更高的产品纯度.

与其他激光浓缩工艺相比

铀的激光浓缩已研究逾50年，许多国家都开展过相关研究，包括但不限于美国、法国、日本、俄罗斯、德国、南非、巴西和韩国。迄今为止，这些努力均未实现商业化运营，主要原因是技术和规模化方面的挑战。尽管我们认为，我们的 CRISLA 工艺采用了特定设计特征，或可解决或缓解以往激光浓缩方法遇到的某些技术挑战，但我们仍是一家处于早期开发阶段的公司，激光浓缩技术尚未商业化。在实现任何商业规模的浓缩运营之前，还需要开展大量额外的研发、测试和验证工作，完成监管审查并获得批准，进行设施设计和建设，并投入大量资本支出。我们尚未证明 CRISLA 工艺能够达到商业部署所需的技术性能、可靠性、可扩展性或成本效益；即使实验室或中试规模取得成功，其结果也未必能预测商业规模的表现。我们无法保证能够成功开发、扩大规模或商业化 CRISLA 工艺，也无法保证能够获得实施开发计划所需的大量额外资金。

我们的 CRISLA 工艺激发的是不同的六氟化铀（UF₆）振动模式（3ʋ₃，而非 ʋ₃），从而实现分离和高光子利用率，且无需脉冲激光器或复杂的波长转换。连续波架构减少了有源组件，提高了可靠性，缩短了维修时间，并支持可扩展的工业浓缩。因此，与以往的激光浓缩方法（包括原子蒸气激光同位素分离（“AVLIS”）和分子激光同位素分离（“MLIS”））相比，该方法更为简化，也更适用于工业应用。

在 AVLIS 中，铀的蒸气压很低，限制了该技术在商业规模部署中的实用性。此外，集电板暴露于高温铀离子后，会出现严重的腐蚀和侵蚀问题。尽管 AVLIS 技术已推进至 TRL 6–7，但在美国历时约20年、投入超过20亿美元开发后，仍未实现商业化。这些挑战说明，将某些激光浓缩技术扩大至商业运营规模存在技术和经济方面的困难，也凸显了模块化、高效率方法对于实现商业上可行的浓缩的重要性。至于 CRISLA，它在连续波激光系统中使用 UF₆ 气体；我们认为，这可以消除腐蚀问题并支持工业规模运营。

至于 MLIS，它依赖脉冲激光系统以及复杂的波长转换和多路复用。浓缩仅在激光脉冲期间发生，因此存在间隔；要提高占空比，就需要增加系统复杂性。至于 CRISLA，它采用连续波辐照，可实现100%的占空比、均匀的光子与气体相互作用，以及更简单的系统架构。

除了上述铀浓缩技术方面的优势外，我们认为我们在许多方面也具有竞争差异化优势：

\n \n \n \n \n

●

目前不依赖政府资金。大多数浓缩企业在不同程度上依赖政府拨款和融资，以支持其技术的开发与推进。因此，此类公司的发展速度和连续性可能会受到政府资金可用性的影响。尽管我们参与了某些政府项目并获得了某些政府奖励，但目前我们并不依赖政府资金作为维持持续运营或执行当前开发计划所必需的资本来源。我们认为，截至目前已获得且预计未来将获得的政府激励和项目相关福利仅起补充作用，并未构成我们当前开发计划所依赖的重要资金来源。我们的这一判断主要基于以下事实：现有运营和目前计划开展的研发活动由现有现金资源及其他可用资本来源提供资金，而非政府拨款或激励。根据当前开发计划以及第一阶段和第二阶段的时间安排，我们认为现有现金资源足以支持与开发计划第一阶段和第二阶段相关的研发活动中的一部分经缩减并按优先级排序的工作。也就是说，我们可以推进某些开发工作，同时根据可用资源推迟或安排其他酌情活动的先后顺序。第一阶段和第二阶段开发计划中设想的其他活动，以及我们技术和产品的开发与商业化，尤其是第三阶段和第四阶段开发计划中设想的商业规模浓缩设施的开发、许可、建设和运营，将需要大量额外资本。我们预计将通过股权或债务融资、战略投资、商业安排或其他资本来源寻求额外资本。我们未来也可能寻求政府拨款、激励或其他公共资金（包括通过 DOE 的贷款项目办公室，该办公室现称能源主导融资办公室）；但是，我们当前的开发计划和资本战略并不依赖于获得任何特定政府资金，任何未来政府资金均须满足适用的资格、审批、资金可用性及其他条件。详情请参阅“业务——我们的愿景、政府支持与市场机遇”。

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	●	*Key\n Industry Investment and Support from NANO Nuclear.* As of the date of this prospectus, we have received an aggregate of $2\n million from NANO Nuclear, an advanced nuclear technology and clean energy company. NANO Nuclear’s investment represents a\n direct equity investment in our company by an investor with experience in the nuclear industry. While we believe that our ability\n to attract investment from investors with industry experience may reflect interest in our business and technology development efforts,\n such investment should not be viewed as an endorsement of our technology, business prospects, or the merits of an investment in our\n securities, and there can be no assurance that other investors will reach similar conclusions regarding our company.

	●	Strategic\n Industry Partners. As of the date of this prospectus, we have partnered with a few companies in support of our business developments.\n Between July 2025 and March 2026, we entered into a series of agreements, including, among others, a Master Professional Services\n Agreement (“MSA”) and a Strategic Investment Agreement (“SIA”) and an amendment to SIA (the “SIA Amendment”),\n with Starfire Industries (as defined below), a provider of advanced plasma and neutron-based technologies, for the development, production,\n and supply of a customized laser product leveraging the Starfire Industries’s intellectual property, nuclear and plasma engineering\n know-how and manufacturing expertise. We believe that its involvement provides us with access to technical expertise and industry\n knowledge that may assist us in the development of our technology and business strategy. In November 2025, we also selected Enveniam\n (as defined below) as our vendor and project partner providing engineering, technology, and project management services in support\n of the design, development, and construction of our LEU-3 Facility. See “Business – Material Agreements.”\n However, there is no assurance that their involvements will result in the successful development or commercialization of our technology\n or facility.

	●	*Technical\n Insights.* On the technical front, we have gained valuable insights into the challenges that affected earlier participants\n in the laser-based enrichment industry. Our President and co-founder, Mr. Christo J. Liebenberg, has significant experience in laser-based\n enrichment technologies. He spent approximately 15 years working on the MLIS program in South Africa, including serving as a Technical\n Leader, and an additional six years on a laser enrichment project, where he served as a Laser Manager. After leaving that position,\n Mr. Liebenberg spent approximately 12 years at ASML (as defined below), a manufacturer of extreme ultraviolet (EUV) equipment that\n is used to make advanced semiconductor chips. During his time at ASML, he identified an advanced generation of industrial laser\n systems that were potentially suitable for application in the CRISLA process, and not suitable for other laser enrichment approaches,\n including the legacy MLIS and AVLIS methods. These observations contributed to our renewed efforts to further develop the CRISLA\n process.

	●	*Key\n Government Contacts.* We have secured individuals with experience in the nuclear energy industry and related governmental\n and regulatory agencies to serve on our Executive Advisory Board, including John M. Paxton Jr., S. Clinton Hinote, John M. Shimkus,\n Brent Park, Ph.D., Randall L. Beatty, Ph.D., Junaid Razvi, Ph.D., Dennis Garratt, Ph.D., and Tom Blees, whose backgrounds are described\n under “Management — Our Executive Advisory Board.” These individuals bring experience across various aspects\n of the nuclear industry, including regulatory frameworks, national laboratories, and technical operations. We believe that the experience\n and perspectives of these advisors may provide us with general industry insights relevant to our business and operations. We may,\n from time to time, consult with such individuals on technical, regulatory, and industry matters, and these individuals may provide\n general guidance and industry perspectives based on their prior experience in the nuclear energy and related regulatory fields. Such\n input may assist our management in identifying and considering various technical, operational, and regulatory issues relevant to\n our business. However, there can be no assurance that any such input will be complete, timely, or sufficient, and it should not be\n relied upon as a substitute for our own internal evaluation, compliance processes, or risk management procedures. Our advisory relationships\n are intended to supplement our internal capabilities by providing access to industry experience and perspectives. There can be no\n assurance that such relationships will result in any operational, regulatory, or commercial benefits, or that they will improve our\n ability to address regulatory or other challenges in our business.

	●	*Team\n of Industry Experts*. We have built an execution-focused team designed to support\n the development and potential commercialization of advanced laser enrichment technologies\n at scale. Our multidisciplinary team integrates expertise across laser isotope separation,\n advanced laser and optics engineering, medical and stable isotope production, mechanical\n and high-vacuum systems, uranium gas handling, instrumentation, safety and quality programs,\n nuclear fuel-cycle licensing, and security and cybersecurity. Our management team and\n technical personnel possess experience across a range of specialized fields relevant to the\n development and commercialization of our laser enrichment technology. This experience includes\n involvement in commercial laser enrichment projects, work at national laboratories, advanced\n laser design, and uranium handling activities within the DOE environment. In addition, our\n team collectively has more than 100 years of experience among former professionals of the\n NRC. This combination of technical, scientific and regulatory experience supports our efforts\n to develop our technology, advance our regulatory and licensing activities, and progress\n toward the development and commercialization of our planned facilities and technology. \n \n To\n accelerate progress while maintaining capital discipline, we supplement our technical team with specialized contractors and advisors\n in critical areas, including NRC uranium enrichment licensing, detailed engineering and facility design, manufacturing oversight,\n and systems integration. Our Laser Tiger Team (as defined below) provides strategic technical oversight to our industrial laser development\n program, with the objective of mitigating technical risks and accelerating the development of next-generation laser systems.

Our\nChallenges

Our\nplans to develop and launch a uranium laser enrichment business will continue to face many significant challenges, as our business involves\ncomplex nuclear technology, regulatory hurdles, rapidly shifting market dynamics and intense competition. These challenges include, but\nare not limited to, the following:

\n\n\n\n\n\n\n\n\n\n

	●	Obtaining\n the requisite permits and licenses for nuclear facilities is a complex, time-consuming and\n highly regulated process, particularly with respect to sensitive nuclear technologies, such\n as uranium enrichment. Enrichment operations are subject to stringent safety, security and\n environmental standards, and the associated regulatory review and approval processes may\n be lengthy and resource-intensive.

	●	Ensuring\n the safety and security of an enrichment facility throughout its lifecycle is critical to\n the protection of personnel and the public. The development, implementation and ongoing maintenance\n of robust safety systems and operational protocols present significant technical and operational\n challenges. In addition, enrichment facilities must implement comprehensive security measures\n designed to protect sensitive materials, classified information and proprietary technologies\n from theft, sabotage or unauthorized access, in compliance with applicable regulatory requirements.\n

	●	Building\n and operating an enrichment facility will be very capital-intensive. For example, in January\n 2026, we announced our goal to invest $1.38 billion in our future flagship commercial\n scale laser-based uranium enrichment facility on the historic footprint of the K-25 uranium\n enrichment site in Oak Ridge, Tennessee. Securing sufficient financing to develop this facility,\n as well as effectively managing costs, including operating and maintenance expenses, present\n and will continue to present, significant ongoing challenges to our business.

\n\n\n\n\n\n\n\n\n\n

	●	Procuring\n the equipment at the scale required for a commercial facility presents logistical and supply\n chain challenges. With our stated goal of developing unencumbered technology, it is imperative\n that we develop a US-based supplier base for key components.

	●	The\n political and regulatory environment is subject to change, which may affect the stability\n and economic viability of nuclear projects. In addition, geopolitical developments may impact\n the development, access, transfer and export of nuclear technology.

	●	Advancing\n our LIST technology through successive TRLs while concurrently preparing for a commercial\n facility involves various technical, regulatory, financial and execution challenges.

Our\nGrowth Strategies

Our\ngrowth strategy is focused on the development of our technology for potential application in the production and sale of enriched uranium\nfor use in the nuclear power industry. If successfully developed and commercialized, such products could contribute to broader efforts\nto diversify nuclear fuel supply sources in the United States; however, there can be no assurance that we will achieve such outcomes\nor that our activities will have any impact on domestic supply chains.

We\nintend to evaluate opportunities to participate in applicable government programs and initiatives as they become available. Any participation\nin such programs would be subject to eligibility requirements, competitive application processes, and other conditions. There can be\nno assurance that we will qualify for or receive any government funding or other support. We may, from time to time, evaluate opportunities\nto expand our operations, including through the potential acquisition or development of additional facilities, although as of the date\nof this prospectus, we have not entered into any definitive agreements for such acquisitions. Any such expansion would depend on a variety\nof factors, including market conditions, regulatory approvals, capital availability, and operational considerations. Our planned Pilot\nPlant is designed with a modular concept that may, if successfully implemented, allow for potential replication or scaling of operations\nat additional sites; however, there can be no assurance that we will pursue or complete any such expansion.

We\nare also evaluating the potential to develop HALEU, defined as uranium enriched up to 20% uranium-235, subject to market demand,\nregulatory approvals, and our technological capabilities. HALEU is being considered for use in certain advanced reactor designs, including\nsmall modular reactors currently under development. Any future production of HALEU would require additional regulatory approvals, enhanced\nsecurity measures, and further technical development. Our Pilot Plant is being designed with certain security and operational features\nthat may, if appropriate and feasible, support potential future expansion into HALEU-related production; however, there can be no assurance\nthat such expansion will occur.

Our\nisotope separation technology under development for uranium enrichment may have potential applications in the production of medical and\nstable isotopes. Such isotopes are used in a range of applications, including medical imaging, cancer treatment, and pharmaceutical research.\nWe are in the early stages of evaluating potential market opportunities and technical feasibility for such applications, and there can\nbe no assurance that we will successfully develop, validate, or commercialize any such additional uses.

In\naddition, we intend to explore potential downstream applications of our laser-based uranium enrichment technology and opportunities\nto participate in the broader nuclear fuel supply chain in the future. In this regard, we have entered into a Joint Collaboration\nAgreement with NANO Nuclear to pursue exploratory joint research and development initiatives relating to deconversion and fuel\nfabrication, which are downstream activities that occur after uranium enrichment. Any future joint research and development\ninitiatives with NANO Nuclear relating to deconversion, fuel fabrication or other downstream activities are exploratory in nature\nand are intended to evaluate potential future applications and downstream uses of enriched uranium produced using the\nCompany’s laser-based uranium enrichment technology. These initiatives relating to deconversion and fuel fabrication are not\ncurrently part of our core development efforts and are not required for the development or commercialization of our laser-based\nuranium enrichment technology. Rather, we expect that such initiatives, if pursued, may allow us to evaluate potential downstream\napplications of enriched uranium produced using our technology, assess potential future commercial opportunities, and inform our\nlonger-term commercial strategy. Our collaboration with NANO Nuclear remains at a strategic development stage, and the parties are\nnot currently operating an integrated fuel supply chain as originally contemplated. Any future expansion into deconversion, fuel\nfabrication or other downstream activities will be subject to further technical and commercial evaluation, applicable regulatory\napprovals and the negotiation and execution of definitive commercial arrangements, as applicable. As of the date of this prospectus,\nthere have been no research and development activities conducted on deconversion and fuel fabrication. See “Business\n– Relationship with NANO Nuclear” and “Business – Material Agreements.”

Corporate\nHistory and Structure

We\nwere originally incorporated under the laws of the\nProvince of British Columbia, Canada, on December 31, 2021, under the name of SMR NUCLEAR ENERGY INC. On April 19, 2023, we effectuated\na name change from SMR NUCLEAR ENERGY INC. to LIS TECHNOLOGIES INC., by filing a certificate of change of name with the Registrar of\nCompanies in the Province of British Columbia, Canada.

Laser\nIsotope Separation Technologies Corp. was incorporated under the laws of Nevada on April 12, 2023 (“L.I.S.T. Corp.”), as\na wholly-owned subsidiary of our company in connection with the acquisition of CRISLA Inc., a California corporation incorporated\non June 1, 2020 and a proprietary developer of the CRISLA Patent, an advanced laser technology that uses infrared lasers to selectively\nexcite and separate isotope molecules.

On\nJune 22, 2023, LIST and L.I.S.T. Corp. entered into a share purchase agreement with CRISLA Inc. and the shareholders of CRISLA Inc.,\npursuant to which L.I.S.T. Corp. as the purchaser agreed to purchase all of the issued and outstanding shares of CRISLA Inc. This acquisition\nwas closed on August 9, 2023 for aggregate consideration of $1,245,434. As a result of the acquisition, CRISLA Inc. became\na wholly owned subsidiary of L.I.S.T. Corp.

On\nSeptember 27, 2023, we completed a corporate continuation and domestication from the Province of British Columbia, Canada, into\nthe State of Nevada, USA. The domestication was effectuated in accordance with the applicable provisions of the Business Corporations\nAct (British Columbia) and the Nevada Revised Statutes (“NRS”). Upon the effectiveness of the domestication, we ceased\nto be governed by the laws of British Columbia and continued our existence as a Nevada corporation, and our affairs became\ngoverned by the laws of the State of Nevada.

On\nand effective as of June 26, 2024, L.I.S.T. Corp. merged with and into our company, with our company as the surviving\nentity (“LIST Merger”). As a result of the LIST Merger, we assumed all of L.I.S.T. Corp.’s liabilities and obligations,\nand the separate legal existence of L.I.S.T. Corp. ceased. Following the LIST Merger, all rights, privileges, powers, properties, and\nassets of L.I.S.T. Corp. were vested in our company, including CRISLA Inc. becoming a wholly owned subsidiary of our company.

Summary\nof Significant Risks

Investing\nin our common stock is speculative and involves a high degree of risk. These risks are discussed more fully in “Risk Factors”\nand elsewhere in this prospectus. We urge you to read “Risk Factors” beginning on page 20 and this prospectus in full. Our\nsignificant risks may be summarized as follows:

Risks\nRelated to Our Industry and Business

\n\n\n\n\n

	●	Our\n business, financial condition, and results of laser enrichment operations are subject to\n risks related to variability in demand for LEU and related front-end nuclear fuel cycle services,\n long and uncertain sales cycles, supply chain integration challenges, and competitive and\n geopolitical market dynamics, any of which could adversely affect our ability to secure contracts,\n execute operations, and achieve or maintain revenue or profitability.

	●	We\n have incurred losses and have not generated any revenue since our inception. We do not expect\n to generate revenue from the sale of uranium products in the foreseeable future, and we may\n continue to incur significant operating losses during such period.

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	●	We\n are an early-stage company with a limited operating history and an unproven technology, which\n increases the risk that we may be unable to successfully develop, commercialize, and scale\n our technology.

	●	Our\n development roadmap is based on a series of complex and interdependent phases, and delays,\n cost overruns, technical challenges, regulatory obstacles, or funding constraints could prevent\n us from achieving our anticipated milestones, production targets, or commercialization objectives.

	●	Our\n business plan depends on obtaining the NRC license and other regulatory approvals for our\n planned commercial enrichment facility, and any delay in, failure to obtain, or inability\n to maintain such license and approvals could materially adversely affect our business.

	●	Our\n commercial success of uranium enrichment will depend, in part, on the availability of a reliable\n supply of UF₆ feedstock. In addition, demand for LEU, and potential future products\n such as LEU+ and HALEU, may fluctuate based on nuclear reactor deployment schedules, utility\n procurement strategies, government support and offtake programs, and broader market conditions.\n The timing of customer purchase commitments may also not align with our planned facility\n development and production timelines, which could adversely affect our operations, financial\n condition and ability to generate revenue.

	●	Disruptions\n in the supply of uranium mining and milling products, conversion services, fluorine, or UF₆\n cylinders could adversely affect our uranium enrichment operations and result in delays,\n increased costs, or both.

	●	Our\n uranium enrichment operations depend on a complex and concentrated supply chain for uranium\n feedstock, conversion services, fluorine-related materials, and specialized equipment, and\n any disruptions could adversely affect our uranium enrichment business.

	●	The\n failure of production and commercialization of our laser enrichment technology as planned\n will adversely and materially affect our business, financial condition, and result of operations.

	●	The\n scale-up of our technology and operations may expose us to risks relating to component durability,\n contamination control, thermal management, vibration sensitivity, optical alignment stability,\n manufacturability and the ability to maintain targeted separation performance under industrial\n operating conditions and duty cycles.

	●	Disclosure\n of our TRL may not be indicative of our actual development stage and may adversely\n affect investor perception of our business and prospects.

	●	We\n will require substantial additional capital to execute our business plan, which may not be\n available on acceptable terms, or at all, and our failure to obtain such capital could materially\n and adversely affect our business and prospects.

	●	Our\n business is subject to risks associated with federal funding and government spending, which\n may be affected by budgetary constraints, delays, and policy changes.

	●	We\n are dependent on a related party, NANO Nuclear, for certain strategic, technical,\n and commercial support, and any deterioration in that relationship could materially and adversely\n affect our business, prospects, and ability to execute our strategy.

	●	Our\n operations are subject to significant environmental, health, and safety obligations, and\n any failure to comply with applicable requirements relating to UF₆, hydrogen fluoride,\n waste management, emergency preparedness, or other hazardous materials could result in fines,\n operational disruptions, liabilities, or reputational harm.

Risks\nRelated to Our Intellectual Property

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	●	If\n we fail to protect or enforce our intellectual property or proprietary rights, our business\n and operating results could be harmed. Our technology’s value proposition depends in\n part on proprietary know-how, process design, laser and separator engineering, and software\n and operational data developed over time.

	●	We\n rely on our proprietary technology, trade secrets, designs, experiences, work flows, data,\n processes, software and know-how.

	●	We\n may be accused of infringing intellectual property rights of third parties and content restrictions\n of relevant laws, which may materially and adversely affect our business, financial condition,\n and results of operations.

	●	We\n rely on joint development arrangements and strategic partnerships, which may give rise to\n intellectual property, licensing, and commercialization disputes that could adversely affect\n our business.

	●	Joint\n development with vendors or partners may create uncertainty over ownership, licensing rights,\n or future commercialization pathways.

Risks\nRelated to Regulation and Compliance

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	●	Our\n business is subject to a wide variety of extensive and evolving government laws and regulations.\n Changes in and/or failure to comply with such laws and regulations could have a material\n adverse effect on our business.

	●	We\n are subject to new or changing international, federal, state, and local regulations, including\n laws relating to the design, developing, manufacturing, marketing, servicing, or sales of\n our nuclear-fuel-related products.

	●	Uranium\n enrichment is subject to extensive regulatory oversight, including, among others, licensing\n and oversight by the NRC, State of Tennessee, environmental permitting, safeguards, physical\n security, and export controls. A cybersecurity incident or physical security breach could\n disrupt our operations, result in the loss or compromise of sensitive data or technology,\n and subject us to regulatory reporting obligations, investigations, and remediation costs.

	●	Regulatory\n approvals may take longer than planned, require design changes, or impose additional compliance\n obligations.

	●	Operational\n compliance requires rigorous material handling procedures, quality assurance controls, personnel\n training, and auditable compliance systems, and any failure to maintain compliance could\n result in enforcement actions, increased regulatory oversight, operational delays, or other\n adverse consequences.

	●	Export\n controls and restrictions on the dissemination of enrichment-related technical data may limit\n our ability to collaborate with third parties, recruit personnel, and engage in international\n business activities.

	●	If\n our technology, operations, or related information become classified, we may be required\n to obtain security clearances, operate secure facilities, and comply with stringent classified\n information protection requirements, which could increase our operational complexity and\n costs.

General\nRisks Associated with Our Company

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	●	Mr.\n Jay Jiang Yu, our Chief Executive Officer and Chairman of the Board, has a significant influence\n over our company due to his ownership of a material percentage of our outstanding common\n stock. Also, his fiduciary, financial and time dedication interests may not always\n be aligned with the interests of our other stockholders, which may lead to conflicts of interest\n that harm our company.

	●	We\n are highly dependent on our senior management team and other highly skilled personnel. If\n we are unable to attract, retain and maintain highly qualified personnel, including our senior\n management team, we may not be able to implement our business strategy and our business and\n results of operations would be harmed.

	●	Failure\n to establish and maintain effective internal control in accordance with Section 404 of the\n Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

	●	Our\n ability to effectively manage our anticipated growth and expansion of our operations will\n also require us to enhance our operational, financial and management controls and infrastructure,\n human resources policies and reporting system. These enhancements and improvements will require\n significant capital expenditures and allocation of valuable management and employee resources.

	●	We\n are an “emerging growth company,” and we cannot be certain if the reduced reporting\n and disclosure requirements applicable to emerging growth companies will make our common\n stock less attractive to investors.

	●	We\n may pursue strategic acquisitions to accelerate our growth. These potential acquisitions\n may not be successful. We may not be able to successfully integrate future acquisitions or\n generate sufficient revenues from future acquisitions, which could cause our business to\n suffer.

	●	We\n depend on third-party suppliers and strategic partners, and any failure by such parties to\n perform, contractual disputes, or changes in partner priorities, could affect delivery\n and timelines.

Risks\nRelated to Our Securities and this Offering

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	●	No\n active trading market for our common stock currently exists, and an active trading market may not develop or be sustained following\n this offering.

	●	The\n trading price of our common stock may be volatile, and you could lose all or part of your investment.

	●	Certain\n recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme\n volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility,\n which may make it difficult for prospective investors to assess the value of our common stock.

	●	Future\n sales of our common stock or securities convertible into our common stock may depress our stock price.

Implications\nof Being an Emerging Growth Company

We\nhad less than $1.235 billion in revenue during our last fiscal year. As a result, we qualify as an “emerging growth company”\nas defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth\ncompany, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies.\nThese provisions include, but are not limited to:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	being\n permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s\n discussion and analysis of financial condition and results of operations disclosure;

	●	an\n exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting\n pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

	●	reduced\n disclosure about executive compensation arrangements in our periodic reports, registration statements, and proxy statements; and

	●	exemptions\n from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

In\nparticular, in this prospectus, we have not included all of the executive compensation-related information that would be required if\nwe were not an emerging growth company.

In\naddition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised\naccounting standards applicable to public companies. We are not choosing to “opt out” of this provision. We will remain an\nemerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the completion\nof this offering, (ii) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (iii) the date\non which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities\nand (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the\nend of the second quarter of that fiscal year. We have elected to take advantage of certain of the reduced disclosure obligations in\nthe registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements\nin future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other\npublic reporting companies in which you hold equity interests.

Implications\nof Being a Smaller Reporting Company

We\nare a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the\n“Exchange Act”). We may take advantage of certain of the scaled disclosures available to smaller reporting companies\nuntil the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250\nmillion measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the\nmost recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured\non the last business day of our second fiscal quarter.

THE\nOFFERING

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

Common\n Stock Offered by Us		2,833,334 \n shares of common stock on a firm commitment basis (or 3,258,334 shares of common stock if the underwriters exercise their\n over- allotment option in full).

Common Stock Outstanding Prior to This\n Offering		71,611,408 \n shares of common stock (1)

Common Stock to Be Outstanding Immediately\n After Completion of This Offering		74,444,742 \n shares of common stock (or 74,869,742 shares of common stock if the underwriters exercise their over-allotment option\n in full). (1)

Over-allotment Option		We have granted the underwriters a\n 30-day option to purchase up to an additional 425,000 shares of our common stock at the initial public offering price, less\n underwriting discounts, to cover over-allotments, if any.

Use of Proceeds		We estimate that the net proceeds to us from\n this offering, after deducting the underwriting discounts and estimated offering expenses payable by us, will be approximately $15.1\n million, or approximately $17.5 million if the underwriters exercise their over-allotment option in full, based\n on the assumed initial public offering price of $6.00 per share (which is the midpoint of the\n estimated price range set forth on the cover page of this prospectus).

		The net proceeds received by us from this\n offering will be used for (i) the research and development activities relating to our uranium enrichment products and technology, including\n the design and development of laser and separator technologies; site characterization activities at the LIST Island site, including\n environmental and other relevant technical studies; site preparation and construction activities; test work, including the testing\n and integration of systems and components; and scoping studies evaluating operational considerations, including transportation logistics\n and potential noise impacts; (ii) marketing and promotion, and business development activities; and (iii) working capital and other\n general corporate purposes, including regulatory compliance, intellectual property protection, employee hires, and contractor retainment.\n See “Use of Proceeds.”

Representative’s Warrant		The registration statement of which this prospectus\nis a part also registers a common stock purchase warrant (which we refer to herein as the Representative’s Warrant) to purchase\n198,334 shares of our common stock (or 7% of the shares of common stock sold in this offering) assuming no exercise of the\nunderwriters’ over-allotment and the shares of our common stock issuable upon exercise of the Representative’s Warrant.\nThe Representative’s Warrant is being issued to Titan Partners Securities LLC, the representative of the underwriters\n(and its permitted assignees) as a portion of the underwriting compensation payable in connection with this offering. The Representative’s\nWarrant shall contain customary “cashless exercise” provisions and shall be exercisable at any time, and from time to\ntime, in whole or in part, from the first day of the seventh month after the closing of this offering through the fifth anniversary\nof the closing of this offering, at an exercise price of 115% of the initial public offering price of the shares of common stock.\nPlease see “Underwriting — Representative’s Warrant ” for further information.

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

Listing		We have applied\n to have our common stock listed on Nasdaq. No assurance can be given that our listing will be approved by Nasdaq or that a trading\n market will develop for our common stock. We will not proceed with this offering in the event the common stock is not approved for\n listing on Nasdaq.

Proposed NASDAQ Symbol		“LIS.”

Risk Factors		*Investing in our common stock is speculative\n and involves a high degree of risk. See “Risk Factors*” beginning on page 20 and the other information in\n this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our common stock.

Standstill		In\n connection with this offering, we have agreed, subject to certain customary exceptions, not\n to offer, sell, pledge or otherwise dispose of any shares of common stock or securities convertible\n into or exchangeable for common stock, file or cause to be filed any registration statement\n relating to the offering of any such securities, complete any offering of debt securities\n (other than a traditional bank line of credit), enter into any swap or other arrangement\n that transfers any of the economic consequences of ownership of our common stock, or publicly\n announce an intention to effect any such swap, without the prior written consent of the\n underwriters, for a period of 180 days following the date of this prospectus.\n See “Underwriting” beginning on page 131 for more information. \n\n\n

Lock-Up/Leak-Out		In connection with this offering, our executive\n officers, directors, and their affiliates have agreed not to offer, issue, sell, contract to sell, encumber, grant any option\n for the sale of or otherwise dispose of any of our securities for a period of one hundred eighty (180) days from the date of this prospectus.\n In addition, any holder of 0.5% or more of our common stock prior to this offering who is not an executive officer, director\n or their affiliates (“Leak-Out Holder”) will be subject to leak-out restrictions restricting sales of certain percentages\n of their common stock during a period ranging from 90 days to 180 days following the day immediately before the commencement\n of the trading of our common stock on Nasdaq. See “Underwriting” beginning on page 131 for more information.

Insider Participation in Offering		Jay Jiang Yu , our Chief Executive\n Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each\n indicated an interest (either by themselves or through their affiliates) in each purchasing up to $250,000\n worth of shares of our common stock in this offering (the “Insider Shares”). This\n purchase would be made at the initial public offering price per share and on the same terms as the\n other purchasers in this offering. Because indications of interest are not binding agreements\n or commitments to purchase, either Mr. Yu or Mr. Liebenberg may determine to purchase more, fewer,\n or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares\n to Mr. Yu or Mr. Liebenberg. The underwriters will receive the same underwriting discount on\n any shares purchased by Mr. Yu or Mr. Liebenberg as they will from any other shares sold to the public\n in this offering. The number of shares of common stock available for sale to the general public will\n be reduced to the extent that Mr. Yu or Mr. Liebenberg purchase shares of common stock in this offering.\n Although the sale of the Insider Shares to Mr. Yu and Mr. Liebenberg in this offering is registered\n under the registration statement of which this prospectus is a part; however, due to their status as\n affiliates of our company, in addition to other regulatory considerations, the Insider Shares may only\n be resold in compliance with Rule 144 promulgated under the Securities Act of 1933, as amended (the\n “Securities Act”). In addition, the Insider Shares are subject to a lock-up agreement in\n favor of the underwriters and may not be resold to the public until 180 days after the date of this prospectus, and otherwise in compliance with the Securities Act. \n\n\n

Transfer Agent		The transfer agent and registrar for our common\n stock is VStock Transfer LLC.

(1)

The\nnumber of shares of our common stock to be outstanding upon completion of this offering will be 74,444,742 shares assuming no\nexercise of the over-allotment by the underwriters, which is based on 71,611,408 shares of our common stock outstanding\nas of October 14, 2026. Such outstanding shares include 2,250,000 shares of common stock issued to Starfire Industries, which shares\nare subject to performance-based vesting conditions tied to the achievement of specific milestones within defined timelines and are subject\nto forfeiture and subsequent cancellation if such milestones are not achieved by the contractually specified dates. See “Business\n– Material Agreements.”

\n\n\n

Such\n shares outstanding \n excludes, as of October 14, 2026:

●

198,334\n shares of common\n stock issuable upon the exercise of the Representative’s Warrant;

\n\n\n \n\n \n\n \n\n

	●	983,711 \n shares of our common stock reserved for future issuance under our 2026 Plan (as defined\n below);

	●	5,115,000\n shares of our common stock underlying RSUs (as defined below) outstanding under our 2026\n Plan;

	●	6,268,007\n shares of our common stock underlying options outstanding under our 2023 Stock Option Plan;\n and \n

●

17,672,000 \n shares of our common stock underlying options outstanding which are not governed by our 2023\n Stock Option Plan.

Unless\notherwise indicated, this prospectus reflects and assumes (i) no exercise by the underwriters of their over-allotment option\nand (ii) no exercise of the outstanding stock options described above.

SUMMARY\nOF CONSOLIDATED FINANCIAL INFORMATION

The\nfollowing tables set forth summary financial and other data for the periods ended and at the dates indicated below. Our summary financial\ninformation for the years ended October 31, 2025 and 2024 has been derived from our audited financial statements included in this prospectus.\nOur summary financial information for the three and nine months ended July 31, 2026 and 2025 has been derived from our\nunaudited financial statements included in this prospectus. The financial data set forth below should be read in conjunction with “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included\nelsewhere in this prospectus.

CONDENSED\nCONSOLIDATED BALANCE SHEETS

	July\n 31, 2026			October\n 31, 2025
	(Unaudited)
ASSETS

Current\n assets:
Cash	$	18,791,693			$	33,229,315
Accounts\n receivable		181,042				181,042
Prepaid\n expenses and other assets		628,007				534,992
Deferred\n offering costs		148,004				-
Total\n current assets		19,748,746				33,945,349

Right-of-use\n assets		502,166				534,373
Property,\n plant and equipment		28,988,952				2,025,847
In-process\n research and development		1,679,532				1,240,586
Total\n assets	$	50,919,396			$	37,746,155

LIABILITIES\n AND STOCKHOLDERS’ EQUITY

Current\n liabilities:
Accounts\n payable and accrued liabilities	$	4,821,821			$	1,448,215
Lease\n liabilities, current		46,051				43,378
Total\n current liabilities		4,867,872				1,491,593

Lease\n liabilities, non-current		456,115				490,995
Acquisition\n consideration payable in equity		12,800,000				9,600,000
Deferred\n tax liability		438,946				-
Total\n liabilities		18,562,933				11,582,588

Stockholders’\n Equity
Preferred\n stock, $0.0001 par value; 25,000,000 shares authorized; none issued and outstanding as of July 31, 2026 and October 31, 2025.		-				-
Common\n stock, $0.0001 par value; 275,000,000 shares authorized; 68,311,408 (including 2,250,000 unvested shares subject to forfeiture as\n of July 31, 2026: see Note 5) and 56,575,067 shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively.		6,606				5,658
Additional\n paid-in capital		97,768,600				61,888,613
Accumulated\n deficit		(65,418,743	)			(35,730,704	)
Total\n stockholders’ equity		32,356,463				26,163,567
Total\n liabilities and stockholders’ equity	$	50,919,396			$	37,746,155

CONSOLIDATED BALANCE SHEETS

	October\n 31, 2025			October\n 31, 2024

ASSETS

Current assets:
Cash	$	33,229,315			$	16,629,575
Accounts receivable		181,042				-
Prepaid\n expenses and other assets		534,992				-
Total current assets		33,945,349				16,629,575

Right-of-use assets		534,373				574,426
Property, plant and equipment		2,025,847				203,877
In-process\n research and development		1,240,586				1,240,586
Total assets	$	37,746,155			$	18,648,464

LIABILITIES AND STOCKHOLDERS’\n EQUITY

Current liabilities:
Accounts payable and accrued\n liabilities	$	1,448,215			$	84,930
Lease\n liabilities, current		43,378				40,053
Total current liabilities		1,491,593				124,983

Lease liabilities, non-current		490,995				534,373
Acquisition Consideration\n payable in equity		9,600,000				2,400,000
Total liabilities		11,582,588				3,059,356

Stockholders’ Equity
Preferred stock, $0.0001\n par value per share; 25,000,000 authorized as of October 31, 2025 and 2024, respectively; none issued and outstanding as of October\n 31, 2025 and 2024, respectively;
Common stock, $0.0001\n par value per share; 275,000,000 authorized as of October 31, 2025 and 2024, respectively; 56,575,067 and 40,058,657 shares issued\n and outstanding as of October 31, 2025 and 2024, respectively		5,658				4,006
Stock subscriptions		-				7,734,972
Additional paid-in capital		61,888,613				22,041,508
Accumulated\n deficit		(35,730,704	)			(14,191,378	)
Total stockholders’\n equity		26,163,567				15,589,108
Total liabilities and\n stockholders’ equity	$	37,746,155			$	18,648,464

CONDENSED\nCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For\n the Three Months Ended			For\n the Three Months Ended			For\n the Nine Months Ended		For\n the Nine Months Ended
	July\n 31, 2026			July\n 31, 2025			July\n 31, 2026		July\n 31, 2025
Operating\n expenses
General\n and administrative	$	(2,578,886	)		$	(1,504,457	)	$	(15,782,713	)	$	(9,560,354	)
Research\n and development		(1,940,342	)			(1,564,597	)		(11,446,134	)		(2,577,913	)
Loss\n from operations		(4,519,228	)			(3,069,054	)		(27,228,847	)		(12,138,267	)

Change\n in fair value of acquisition consideration payable in equity		-				(3,840,000	)		(3,200,000	)		(7,200,000	)

Other\n Non-Operating Items
Other\n income		220,361				536,494			740,808			1,090,428
Net\n loss	$	(4,298,867	)		$	(6,372,560	)	$	(29,688,039	)	$	(18,247,839	)

Net\n loss per share of common stock:
Basic	$	(0.07	)		$	(0.11	)	$	(0.47	)	$	(0.35	)
Diluted	$	(0.07	)		$	(0.11	)	$	(0.47	)	$	(0.35	)

Weighted-average\n shares of common stock outstanding:
Basic		66,035,973				55,919,556			62,556,616			52,188,104
Diluted		66,035,973				55,919,556			62,556,616			52,188,104

CONSOLIDATED STATEMENTS OF OPERATIONS

	For\n the Year Ended \n October\n 31, 2025			For\n the Year Ended \n October\n 31, 2024
Operating expenses
General and\n administrative	$	(11,878,208	)		$	(10,219,054	)
Research\n and development		(3,873,605	)			(1,424,000	)
Loss from operations		(15,751,813	)			(11,643,054	)

Change in fair value of\n acquisition consideration payable in equity		(7,200,000	)			(2,101,826	)

Other non-operating items
Other\n income		1,412,487				64,157
Net\n loss	$	(21,539,326	)		$	(13,680,723	)

Net loss per share of common stock:
Basic	$	(0.40	)		$	(0.50	)
Diluted	$	(0.40	)		$	(0.50	)

Weighted-average shares\n of common stock outstanding:
Basic		53,305,878				27,619,203
Diluted		53,305,878				27,619,203

CONDENSED\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

For\nthe Three and Nine Months Ended July 31, 2026

	Common Shares		Common\n Stock Amount			Additional\n paid-in capital		Accumulated\n deficit	Stockholders’\n Equity
Balance\n as of October 31, 2025		56,575,067		$	5,658		$	61,888,613	$	(35,730,704	)	$	26,163,567
Common\n stock issuances		4,885,396			488			17,098,424		-			17,098,912
Equity-based\n compensation		-			-			7,475,243		-			7,475,243
Net\n loss		-			-			-		(16,219,902	)		(16,219,902	)
Balance\n as of January 31, 2026 (unaudited)		61,460,463		$	6,146		$	86,462,280	$	(51,950,606	)	$	34,517,820
Common\n stock issuances		1,781,945			178			7,127,602		-			7,127,780
Shares\n issued for equity-based compensation		3,000,000			75			2,999,925		-			3,000,000
Exercise\n of stock options		2,039,000			204			1,156,295		-			1,156,499
Net\n loss		-			-			-		(9,169,270	)		(9,169,270	)
Balance\n as of April 30, 2026 (unaudited)		68,281,408		$	6,603		$	97,746,102	$	(61,119,876	)	$	36,632,829

Exercise\n of stock options		30,000			3			22,498		-			22,501
Net\n loss		-			-			-		(4,298,867	)		(4,298,867	)
Balance\n as of July 31, 2026 (unaudited)		68,311,408		$	6,606		$	97,768,600	$	(65,418,743	)	$	32,356,463

For the Three and Nine Months Ended July 31, 2025

	Common Shares		Common\n Stock Amount			Additional\n paid-in capital		Share\n subscriptions	Accumulated\n deficit			Stockholders’\n Equity
Balance\n as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972			$	(14,191,378	)	$	15,589,108
Common\n stock issuances		12,539,646			1,254			22,570,132		-				-			22,571,386
Equity-based\n compensation		-			-			5,347,102		-				-			5,347,102
Share\n subscriptions		-			-			-		(7,734,800	)			-			(7,734,800	)
Net\n loss		-			-			-		-				(6,562,321	)		(6,562,321	)
Balance\n as of January 31, 2025 (unaudited)		52,598,303		$	5,260		$	49,958,742	$	172			$	(20,753,699	)	$	29,210,475
Share\n subscriptions		-			-			-		(172	)			-			(172	)
Net\n loss		-			-			-		-				(5,312,958	)		(5,312,958	)
Balance\n as of April 30, 2025 (unaudited)		52,598,303		$	5,260		$	49,958,742	$	-			$	(26,066,657	)	$	23,897,345
Common\n stock issuances		3,976,764			398			11,929,871		-				-			11,930,269
Net\n loss		-			-			-		-				(6,372,560	)		(6,372,560	)
Balance\n as of July 31, 2025 (unaudited)		56,575,067		$	5,658		$	61,888,613	$	-			$	(32,439,217	)	$	29,455,054

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’\nEQUITY

For\nthe Year Ended October 31, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common\n Shares		Common \n Stock\n Amount			Additional \n Paid-in \n Capital		Share \n Subscriptions	Accumulated \n Deficit			Total
Balance as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972			$	(14,191,378	)	$	15,589,108
Common stock issuances		16,516,410			1,652			34,500,003		(7,734,972	)			-			26,766,683
Equity-based compensation		-			-			5,347,102		-				-			5,347,102
Net loss		-			-			-		-				(21,539,326	)		(21,539,326	)
Balance as of October 31, 2025		56,575,067		$	5,658		$	61,888,613		-			$	(35,730,704	)	$	26,163,567

For\nthe Year Ended October 31, 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common\n Shares		Common \n Stock\n Amount			Additional \n Paid-in \n Capital		Share \n Subscriptions	Accumulated \n Deficit		Total
Balance as of October 31, 2023		23,221,056		$	2,322		$	1,374,357	$	10,000		$	(510,655	)	$	876,024
Common stock issuances		15,832,601			1,583			11,872,868		-			-			11,874,451
Equity-based compensation		1,005,000			101			8,794,283		-			-			8,794,384
Share subscriptions		-			-			-		7,724,972			-			7,724,972
Net loss		-			-			-		-			(13,680,723	)		(13,680,723	)
Balance as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972		$	(14,191,378	)	$	15,589,108

CONDENSED\nCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For\n the Nine \n Months\n Ended			For\n the Nine \n Months\n Ended
	July\n 31, 2026			July\n 31, 2025
OPERATING\n ACTIVITIES
Net\n loss	$	(29,688,039	)		$	(18,247,839	)
Adjustments\n to reconcile net loss to net cash used in operating activities:
Equity-based\n compensation		10,475,243				5,347,102
Amortization\n of right-of-use assets		32,207				29,739
Change\n in fair value of acquisition consideration payable in equity		3,200,000				7,200,000
Change\n in assets and liabilities:
Accounts\n receivable		-				(181,042	)
Prepaid\n expenses and other assets		(93,015	)			(107,500	)
Accounts\n payable and accrued liabilities		1,286,410				565,122
Lease\n liabilities		(32,207	)			(29,739	)
Net\n cash used in operating activities		(14,819,401	)			(5,424,157	)

INVESTING\n ACTIVITIES
Purchases\n of property, plant and equipment		(24,875,909	)			(1,074,893	)
Net\n cash used in investing activities		(24,875,909	)			(1,074,893	)

FINANCING\n ACTIVITIES
Proceeds\n from common stock issuances		24,226,692				34,501,742
Proceeds\n from exercise of stock options		1,179,000				-
Decrease\n in stock subscriptions		-				(7,734,972	)
Payment\n of deferred offering costs		(148,004	)			-
Net\n cash provided by financing activities		25,257,688				26,766,770

Net\n increase (decrease) in cash		(14,437,622	)			20,267,720
Cash,\n beginning of period		33,229,315				16,629,576
Cash,\n end of period	$	18,791,693			$	36,897,296

Non-Cash\n Supplemental Disclosures

In-process\n research and development and related \n\n deferred\ntax liability adjustment \n\n	$	438,946				-

Property,\n plant and equipment additions included \n\n in\naccounts payable and accrued liabilities \n	$	2,087,196				-

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For\nthe Year Ended October\n31, 2025			For\nthe Year Ended October\n31, 2024

OPERATING ACTIVITIES
Net loss	$	(21,539,326	)		$	(13,680,723	)
Adjustments to reconcile net loss to net cash\n used in operating activities:
Equity-based compensation		5,347,102				8,794,384
Amortization of right-of-use\n assets		40,053				6,371
Change in fair value of\n acquisition consideration payable in equity		7,200,000				2,101,826
Change in assets and liabilities:
Accounts receivable		(181,042	)			-
Prepaid expenses		(534,992	)			-
Accounts payable and accrued\n liabilities		1,363,285				(413,678	)
Lease\n liabilities		(40,053	)			(6,371	)
Net cash used in operating\n activities		(8,344,973	)			(3,198,191	)

INVESTING ACTIVITIES
Purchases\n of property, plant and equipment		(1,821,970	)			(203,877	)
Net\n cash used in investing activities		(1,821,970	)			(203,877	)

FINANCING ACTIVITIES
Proceeds from common stock issuances		26,766,683				11,874,451
Proceeds\n from stock subscriptions		-				7,724,972
Net\n cash provided by financing activities		26,766,683				19,599,423

Net increase in cash		16,599,740				16,197,355
Cash, beginning of year		16,629,575				432,220
Cash, end of year	$	33,229,315			$	16,629,575

Non-cash transactions:
Inception of Right-of-Use Asset / Lease Liability	$	-			$	580,797

RISK\nFACTORS

An\ninvestment in our securities is speculative and involves a high degree of risk. You should carefully consider the risks described\nbelow, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in\nthis prospectus, before you make a decision to invest in our shares of common stock. Any individual risk, or the combination of several\nrisks, could materially and adversely affect our business, financial condition, results of operations, timeline to commercialization,\nor ability to execute our business plans.

In\nparticular, potential investors should be aware that investing in a uranium enrichment business involves a high degree of particular\nrisks. Uranium enrichment is a capital-intensive, long-cycle industry characterized by intense government regulation, stringent customer\nqualification, multi-year contracting, and exposure to changes in energy policy, trade conditions, and geopolitical events.

Please\nnote that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or\nthat we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or\nany additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially\nadversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

Risks\nRelated to Our Industry and Business

Our\nbusiness, financial condition, and results of operations are subject to risks related to variability in demand for LEU and related front-end\nnuclear fuel cycle services, long and uncertain sales cycles, supply chain integration challenges, and competitive and geopolitical market\ndynamics, any of which could adversely affect our ability to secure contracts, execute operations, and achieve or maintain revenue\nor profitability.

Our\ncommercial outlook depends on sustained demand for LEU and related front-end nuclear fuel cycle services, particularly since we don’t\nanticipate being able to produce LEU we can commercialize for several years. Demand for LEU is subject to significant variability and\nis influenced by factors which may often be beyond our control, including nuclear reactor construction schedules, nuclear power\nplant restarts and life extensions, utility fuel procurement cycles, inventory levels, and geopolitical developments that may affect\npurchasing behavior and supply chain dynamics.

The\ntiming and certainty of customer commitments are subject to long sales cycles, evolving customer requirements, and competition for long-term\nofftake arrangements. A reduction in demand for nuclear power generation or changes in customer purchasing behavior could materially\nreduce demand for our services. These factors may delay or limit our ability to convert expressions of interest into definitive, binding\ncontracts, which could adversely affect our revenues, cash flows, and overall business prospects.

The\nnuclear fuel market is characterized by long development and procurement cycles. Potential customers, including nuclear utilities, fuel\nfabricators, and governmental entities, often require extensive technical evaluations, qualification testing, regulatory reviews, commercial\nnegotiations, and internal approval processes before entering into long-term supply agreements. As a result, there may be significant\ndelays between initial customer engagement and the execution of definitive agreements. Expressions of interest, memorandum of understanding,\nletters of intent, or other preliminary arrangements may not result in binding commitments or commercial sales. If we are unable to convert\nprospective customer interest into definitive contracts on commercially acceptable terms, our anticipated revenues, cash flows, and growth\nprospects could be adversely affected.

Our\nability to provide enrichment services will depend upon the availability and timely procurement of uranium feedstock and other critical\ninputs, as well as the successful integration of multiple components of the front-end nuclear fuel supply chain. These components include,\namong others, uranium mining and milling, conversion of uranium concentrates into UF₆, fluorine-based reagents and related chemical\ninputs, transportation and logistics services, cylinder fabrication and handling capabilities, storage capacity, and specialized equipment\nand infrastructure. Disruptions, shortages, delays, quality issues, transportation constraints, trade restrictions, labor shortages,\nor reliance on limited-source or sole-source suppliers could increase our costs, delay project timelines, limit production capacity,\nor impair our ability to satisfy customer requirements.

In\naddition, the uranium enrichment market is competitive and evolving. We face competition from established market participants as well\nas potential entrants utilizing alternative enrichment technologies or supported by governmental policies. Competitive actions, capacity\nexpansions, pricing pressures, or changes in trade policy or regulatory frameworks may reduce our market share, compress margins, or\notherwise adversely affect our business, financial condition, and results of operations.

We\nhave incurred losses and have not generated any revenue since our inception. We do not expect to generate revenue from the sale of uranium\nproducts in the foreseeable future, and we may continue to incur significant operating losses during such period.

Since\nour inception as of December 31, 2021, we have incurred significant operating losses in each period, including a net loss of $29,688,039\nfor the nine months ended July 31, 2026, and have had an accumulated deficit of $65,418,743 and negative cash flows\nfrom operations of $14,819,401 for the nine months ended July 31, 2026. We expect to continue to incur operating\nlosses and generate negative cash flows for the foreseeable future. We anticipate that our operating losses and negative cash flows will\nincrease as we continue to invest in the development and commercialization of our technology, including research and development activities,\nengineering and technical programs, regulatory and licensing efforts, business development initiatives, personnel expansion, intellectual\nproperty protection, and the development of our planned facilities and infrastructure. In addition, as a public company, we expect to\nincur additional legal, accounting, auditing, compliance, investor relations, insurance, and other administrative expenses associated\nwith reporting and corporate governance requirements.

To\ndate, we have not generated any revenue. We do not expect to generate revenue from the sale of uranium products or enrichment services\nunless and until we successfully complete the development, licensing, construction, and commercialization of our planned facilities,\nwhich we expect will require substantial time and capital investment. As a result, we expect to continue to incur significant operating\nlosses and negative cash flows for the foreseeable future.

To fund our operations\nand development activities, we have historically relied on equity financings and expect to continue to depend on external sources of\ncapital, including equity financings (including this offering), strategic investments, debt financings, government grants, government\ncontracts, and other funding opportunities. However, there can be no assurance that additional capital will be available when needed,\nin sufficient amounts, or on terms acceptable to us, if at all. If we are unable to obtain adequate funding, we may be required to delay,\nreduce, scale back, or discontinue certain research and development programs, regulatory and licensing activities, facility development\ninitiatives, commercialization efforts, or other aspects of our business plan. We cannot predict with certainty the outcome of any actions\nwe may undertake to improve our liquidity position or fund our operations, nor can we assure that any such actions will provide sufficient\ncapital to support our business plan. Our history of operating losses and anticipated future losses have had, and are expected to continue\nto have, a negative impact on our stockholders’ equity, working capital, financial condition, and ability to execute our business\nstrategy. If we are unable to obtain adequate financing or achieve successful commercialization of our technology and products, our business,\nfinancial condition, results of operations, and prospects could be materially and adversely affected.

We\nare an early-stage company with a limited operating history and an unproven technology, which increases the risk that we may be unable\nto successfully develop, commercialize, and scale our technology.

Having only been formed\nin late 2021, we\nhave a limited operating history upon which to base an evaluation of our current and future business prospects. We face significant risks\nand uncertainties related to re-demonstrating the performance of our LIST technology, scaling our equipment and operations, and advancing\nregulatory licensing activities and commercial facility development plans.

Our\nbusiness is focused on the development and potential commercialization of our uranium enrichment technology that has not been demonstrated\nat commercial scale. Accordingly, our prospects should be considered in light of the risks and uncertainties frequently encountered by\ncompanies in the early stages of development and commercialization, particularly those operating in highly technical and regulated industries.

Our\nsuccess depends on our ability to successfully complete research and development activities, validate and optimize our LIST technology,\nobtain required regulatory approvals and licenses, construct and commission necessary facilities, and ultimately achieve reliable and\ncost-effective commercial-scale operations. There can be no assurance that we will be able to successfully execute any or all of these\nactivities on our anticipated timelines, or at all.

In\naddition, unproven technologies are subject to inherent technical, operational, and scale-up risks. Results achieved in laboratory, pilot,\nor demonstration settings may not be reproducible at commercial scale, and we may encounter unforeseen technical challenges related to\nsystem integration, equipment performance, process stability, safety, reliability, or efficiency. Even if we are able to achieve technical\nfeasibility, we may not be able to do so in a manner that is economically viable or competitive in the marketplace.

We\nalso face risks associated with securing sufficient financing, hiring and retaining qualified personnel, building operational infrastructure,\nand responding to evolving regulatory requirements. Any failure to effectively manage these challenges could delay or prevent the successful\ndevelopment and commercialization of our technology and materially adversely affect our business, financial condition, results of operations,\nand prospects.

Moreover, readers are\ncautioned that our beliefs as of the date of this prospectus (including, without limitation, our beliefs about the cost per SWU which\ncan be achieved through our technology) are based on current capital expenditure and operating expenditure assumptions that may turn\nout to be inaccurate in the future (perhaps significantly) for numerous reasons, some of which are beyond our control, such as (i) the\nsignificant cost and type of necessary capital we will require to develop our technology and build our facility (and whether we will\nbe able to obtain such capital by loan or otherwise on the terms we assume, if at all), (ii), the relatively early stage of our company\nand (iii) the number of years it will take for our business to reach the commercial stage.

Our\ndevelopment roadmap is based on a series of complex and interdependent phases, and delays, cost overruns, technical challenges, regulatory\nobstacles, or funding constraints could prevent us from achieving our anticipated milestones, production targets, or commercialization\nobjectives.

Our\nbusiness plan contemplates the concurrent execution of multiple development phases, including the re-demonstration and optimization of\nthe CRISLA process, the development and testing of industrial-scale enrichment equipment, LIST Island’s early site preparation\nand construction, regulatory licensing, and the conceptual design of our LEU-3 Facility, the construction and operation of the Pilot\nPlant, and the subsequent construction of our LEU-3 Facility. The successful completion of each phase is dependent upon the successful\ncompletion of numerous technical, operational, regulatory, financial, and commercial objectives, many of which are outside our control.

Our\ncurrent development roadmap includes targeted milestones and anticipated timelines extending through 2033, including the construction\nof the Pilot Plant designed to produce approximately 50 metric tons of LEU per year with a targeted enrichment capacity of approximately\n0.5 million SWU per year, followed by the phased development of our LEU-3 Facility. Based on our current expectations, the LEU-3 Facility\nis expected to commence operations in or around 2033 and be developed in phases. The initial phase is expected to have a planned\nenrichment capacity of approximately 3.0 million SWU per year. Subject to market conditions, financing availability, regulatory approvals,\ncustomer demand, and operational performance, we may subsequently expand the LEU-3 Facility to a planned enrichment capacity of approximately\n5.0 million SWU per year. Assuming both facilities (Pilot Plant and LEU-3 Facility) become operational and operate at their respective\nplanned production capacities, we expect our aggregate planned production capacity to be approximately 5.5 million SWU per year. The\ntiming, production capacity, and scale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject\nto substantial risks and uncertainties, including technological, regulatory, financing, construction, operational, and market-related\nfactors. Accordingly, there can be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected\nproduction capacities, or commence operations as currently planned. The development and operation of uranium enrichment facilities are\nhighly complex and capital intensive. Delays, cost overruns, technical challenges, licensing issues, construction difficulties, supply\nchain disruptions, changes in market conditions, insufficient customer demand, or an inability to obtain adequate financing could cause\nthe Pilot Plant or the LEU-3 Facility to be delayed, scaled back, modified, or abandoned. In addition, even if these facilities are completed,\nthey may not achieve their anticipated production capacities, enrichment capacities, operational efficiencies, or economic performance.

In\naddition, these above development plans, milestones, timelines, production targets, and capacity objectives are based on numerous assumptions\nand are inherently subject to significant risks and uncertainties. Achievement of these objectives will depend on a variety of factors,\nmany of which are beyond our control, including our ability to obtain sufficient financing, successfully develop and scale our LIST technology,\nprocure equipment and materials on a timely basis, obtain required licenses and regulatory approvals, construct and commission facilities\nwithin projected budgets and schedules, recruit and retain qualified personnel, and secure customer demand for our products.

The\nexecution of multiple development phases simultaneously increases operational complexity, management demands, project execution risks,\nand capital requirements. Delays or failures in any phase may adversely affect subsequent phases and could require us to revise our development\nplans, defer expenditures, redesign facilities or equipment, seek additional financing, or abandon certain initiatives altogether. In\naddition, the costs associated with development, licensing, construction, commissioning, and operation of enrichment facilities may exceed\nour current estimates, and we may be unable to obtain sufficient financing to continue development activities on the anticipated schedule,\nor at all.

There\ncan be no assurance that we will be able to complete any phase of our development roadmap within the anticipated timeframe, achieve any\nprojected production capacity, obtain the required regulatory approvals, successfully scale our technology to commercial operations,\nor generate revenue from our planned activities. Any failure to achieve one or more of these objectives could materially delay or prevent\ncommercialization of our technology and materially adversely affect our business, financial condition, results of operations, and prospects.\n

Our\nbusiness plan depends on obtaining the NRC license and other regulatory approvals for our planned commercial enrichment facility, and\nany delay in, failure to obtain, or inability to maintain such license and approvals could materially adversely affect our business.

Our\nability to construct and operate our planned uranium enrichment facility (LEU-3 Facility) is dependent upon obtaining and maintaining\nlicenses, permits, approvals, and authorizations from the NRC and other applicable federal, state, and local governmental authorities.\nWe are required to receive a license from NRC prior to constructing and operating a commercial uranium enrichment facility,\nincluding our proposed LEU-3 Facility. NRC licenses uranium enrichment facilities and authorizes the possession and use of nuclear materials,\nensuring that proposed equipment, facilities, and safety controls meet federal requirements for public health, environmental protection,\nand national security.

As\nof the date of this prospectus, we have commenced\npreparation of the NRC license application for our planned LEU-3 Facility and, subject to the completion of the required technical,\nenvironmental, and regulatory work, as well as our continued assessment of the applicable licensing requirements, we currently anticipate\nsubmitting the license application to the NRC during the first quarter of 2027. The timing of NRC review and any approval is uncertain\nand is subject to the NRC’s review process and other regulatory considerations. Based on our current expectations, NRC review\ncould take approximately 18 months following submission of the application; however, there can be no assurance regarding the timing or\noutcome of such review or whether any required license will be obtained.

The\nNRC licensing process is complex, lengthy, and inherently uncertain. Following submission of an application, the NRC may require substantial\nadditional information, modifications to facility designs, supplemental environmental analyses, safety evaluations, security plans, operational\ncontrols, or other supporting documentation. The NRC may also determine that our application is incomplete, require significant revisions,\nimpose conditions on any license granted, or ultimately deny the application. In addition, the timing of NRC review is subject to factors\noutside our control, including regulatory priorities, agency resources, staffing levels, public comments, hearing requests, policy developments,\nand evolving regulatory requirements.

Although\nwe currently estimate that NRC review of our application could take approximately 18 months following submission, this estimate is based\non assumptions that may prove incorrect. The actual review period could be significantly longer, and there can be no assurance as to\nthe timing or outcome of the NRC’s review or whether we will obtain the required licenses on acceptable terms, or at all.

Any\ndelay in preparing or submitting our application, any prolonged regulatory review process, the imposition of burdensome licensing conditions,\nor the failure to obtain or maintain required licenses and approvals could delay or prevent the construction and operation of our planned\nfacilities, increase our costs, require significant modifications to our business plan, delay commercialization of our technology, and\nmaterially adversely affect our business, financial condition, results of operations, and prospects.

Our\ncommercial success of uranium enrichment will depend, in part, on the availability of a reliable supply of UF₆ feedstock. In addition,\ndemand for LEU, and potential future products such as LEU+ and HALEU, may fluctuate based on nuclear reactor deployment schedules, utility\nprocurement strategies, government support and offtake programs, and broader market conditions. The timing of customer purchase commitments\nmay also not align with our planned facility development and production timelines, which could adversely affect our operations, financial\ncondition and ability to generate revenue.

Our\ncommercial success depends, in part, on our ability to obtain and maintain a reliable and sufficient supply of UF₆ feedstock on\ncommercially reasonable terms. UF₆ is the principal feedstock used in the uranium enrichment process. The supply of UF₆ is\ndependent on the availability of natural uranium, conversion services, transportation infrastructure, qualified suppliers, and other\ncomponents of the front-end nuclear fuel cycle. The global market for uranium conversion services is relatively concentrated, and disruptions\naffecting uranium producers, conversion facilities, transportation providers, or other supply chain participants could reduce the availability\nof UF₆, increase costs, extend lead times, or otherwise adversely affect our ability to conduct enrichment operations. In addition,\ngeopolitical developments, trade restrictions, regulatory actions, labor shortages, facility outages, or other market disruptions may\nfurther constrain supply or increase procurement costs.

The\nuranium enrichment industry is also subject to fluctuations in the demand for LEU and potential future products, including LEU+ and HALEU.\nDemand for LEU, and potential future products such as LEU+ and HALEU, is influenced by numerous factors both within and beyond\nour control, including nuclear reactor construction schedules, reactor life-extension and restart programs, utility fuel procurement\nstrategies, government support programs, strategic uranium reserve initiatives, fuel inventory levels, technological developments, regulatory\npolicies, and broader economic and geopolitical conditions. Any reduction in demand for nuclear fuel services or delays in the deployment\nof reactors requiring enriched uranium could adversely affect the market for our products and services.

In\naddition, the nuclear fuel market is characterized by long procurement cycles and complex contracting processes. Potential customers\nmay delay purchasing decisions, reduce anticipated volumes, or elect to source enrichment services from competing suppliers. The timing\nof customer demand and purchase commitments may not coincide with our anticipated facility development, licensing, construction, or production\nschedules. We may complete or advance our facilities prior to securing corresponding long-term customer contracts, or alternatively,\ncustomer demand may arise before we are fully prepared to supply product at commercial scale. Either scenario could result in inefficiencies\nin capital deployment and operational planning. As a result, we may incur substantial development and operating costs before obtaining\nsufficient customer commitments to support commercial operations.

Any\ninability to secure adequate UF₆ feedstock, obtain customer commitments on commercially reasonable terms, accurately forecast market\ndemand, or align our production capabilities with customer requirements could delay commercialization of our business, reduce anticipated\nrevenues, increase costs, and materially adversely affect our business, financial condition, results of operations, and prospects.

Any\nmismatch between feedstock availability, customer demand, and our development and production timelines could materially and adversely\naffect our ability to generate revenue on expected terms or timelines. Such factors may also increase our operating costs, delay commercialization,\nand have a material adverse effect on our business, financial condition, and results of operations.

Disruptions\nin the supply of uranium mining and milling products, conversion services, fluorine, or UF₆ cylinders could adversely affect our\nuranium enrichment operations and result in delays, increased costs, or both.

Our\noperations depend on the availability of a reliable supply of uranium mining and milling products, uranium conversion services, fluorine,\nand UF₆ cylinders. These inputs are sourced from a limited number of suppliers and may be subject to supply constraints, capacity\nlimitations, logistical disruptions, quality control issues, or other interruptions that are outside of our control. Any such disruption\ncould adversely affect our ability to obtain necessary materials in a timely manner or on commercially reasonable terms.

In\naddition, the markets for these inputs may experience volatility in pricing and availability due to factors such as changes in global\nuranium supply chains, regulatory requirements, transportation constraints, geopolitical events, or increased demand from other industry\nparticipants. These conditions may further limit our ability to secure adequate quantities of required materials when needed.

If\nwe are unable to obtain sufficient quantities of these inputs on acceptable terms, we may be required to source alternative suppliers,\nmaintain higher inventory levels, or redesign aspects of our operations, each of which could result in increased costs and operational\ninefficiencies. Any such measures may not be available on commercially reasonable terms, or at all.

Any\ndisruption or constraint in the supply of these critical materials could result in delays to our development and production timelines,\nincreased operating costs, or reduced operational efficiency, and could have a material adverse effect on our business, financial condition,\nand results of operations.

Our\nuranium enrichment operations depend on a complex and concentrated supply chain for uranium feedstock, conversion services, fluorine-related\nmaterials, and specialized equipment, and any disruptions could adversely affect our uranium enrichment business.

Enrichment\noperations rely on reliable supplies of natural UF₆, as well as fluorine reagents, cylinders, and specialized materials. Disruptions\nin mining, milling, conversion, cylinder availability, or fluorine-related logistics could delay operations, increase costs, or require\nalternate sourcing strategies. Concentration of suppliers for specialized components or regulated materials increases vulnerability to\ndelays and pricing volatility.

Our\nplanned enrichment operations depend on the reliable availability of uranium feedstock in the form of UF₆, as well as fluorine\nreagents, cylinders, and other specialized materials and services required for the nuclear fuel cycle. These inputs are sourced through\na multi-stage supply chain that includes mining, milling, conversion, chemical processing, transportation, and specialized handling and\nstorage.

Disruptions\nat any stage of this supply chain, including constraints in mining or conversion capacity, limited availability of qualified cylinders,\nlogistical delays, transportation restrictions, or interruptions in the supply of fluorine-related materials, could adversely affect\nour ability to conduct operations on a timely basis. Such disruptions may result in increased costs, schedule delays, or the need to\nsecure alternative sourcing arrangements, which may not be available on commercially reasonable terms, or at all.

In\naddition, certain components and services within the nuclear fuel supply chain are provided by a limited number of suppliers, resulting\nin supplier concentration risk. This concentration may expose us to pricing volatility, reduced negotiating leverage, and heightened\nvulnerability to operational disruptions or geopolitical developments affecting key suppliers or regions. If we are unable to secure\nadequate and timely access to required materials and services, our business, financial condition, and results of operations could be\nmaterially and adversely affected.

The\nfailure of production and commercialization of our laser enrichment process as planned will adversely and materially affect our business,\nfinancial condition, and result of operations.

We\nwere founded in December 2021 and are in the early stages of development, including efforts to advance and commercialize a laser enrichment\nprocess (CRISLA process) that was previously demonstrated on a limited scale in the early 1990s. In addition, we are engaged in the planning\nof our LEU-3 Facility, including site characterization activities at the LIST Island site, including environmental and other relevant\ntechnical studies; site preparation and construction activities, and regulatory licensing. These activities are subject to significant\ntechnical, operational, regulatory, and financial uncertainties.

Over\nthe next twelve months, we expect to continue systems engineering, integration, and testing (“SEIT”) activities at our Oak\nRidge Test Demonstration Facility located in Oak Ridge, Tennessee, with the objective of re-demonstrating and optimizing enrichment results\npreviously achieved using the CRISLA process by Dr. Jeff W. Eerkens and his team in 1993. However, there can be no assurance that\nour SEIT activities will successfully replicate those prior results or demonstrate that the technology can be scaled, operated reliably,\nor achieve the performance, efficiency, throughput, or cost metrics necessary for commercial deployment. Any failure to achieve these\nobjectives could delay or prevent the commercialization of our technology and materially adversely affect our business, financial condition,\nresults of operations, and prospects.

Even\nif we are able to reproduce the historical enrichment results, significant technical, engineering, and operational challenges may arise\nin attempting to scale the CRISLA process from demonstration activities to commercial operations. The CRISLA process may not perform\nconsistently or reliably at larger production volumes, and we may encounter unforeseen issues relating to system integration, equipment\nperformance, process control, throughput, product quality, safety, operating efficiency, maintenance requirements, or production costs.\nIn addition, modifications made to improve or adapt the CRISLA process may not achieve the desired results and could introduce new technical\nrisks. If we are unable to successfully re-demonstrate, optimize, and scale the CRISLA process, our ability to develop commercial enrichment\nfacilities, obtain customer commitments, generate revenue, and execute our business strategy would be materially impaired. Any such failure\ncould materially adversely affect our business, financial condition, results of operations, and prospects.

The\nscale-up of our technology and operations may expose us to risks relating to component durability, contamination control, thermal management,\nvibration sensitivity, optical alignment stability, manufacturability and the ability to maintain targeted separation performance under\nindustrial operating conditions and duty cycles.

The\nscale-up of our technology and operations may present significant technical and engineering challenges that could adversely affect our\nbusiness. These challenges include, among others, component durability and reliability under extended operating conditions, contamination\ncontrol, thermal management, vibration sensitivity, optical alignment stability, and manufacturability at commercial scale. In addition,\nthere can be no assurance that we will be able to maintain targeted separation performance consistently under industrial operating conditions\nand duty cycles.

These\nrisks are particularly pronounced given the complex and highly specialized nature of our LIST technology, which may require iterative\ndesign modifications, extended testing, and validation before achieving stable commercial performance. Any failure to successfully address\nthese scale-up challenges in a timely or cost-effective manner could result in delays in commercialization, increased development and\noperating costs, or reduced system performance.

Moreover,\ncertain performance characteristics may only become apparent during prolonged operational use or at full industrial scale, and issues\nidentified at such stages may be difficult, time-consuming, or costly to remediate. Such issues could require re-design of critical components,\nreplacement of subsystems, or additional engineering resources, any of which could materially impact our development timelines and capital\nrequirements.

If\nwe are unable to successfully scale our technology while maintaining required performance and reliability standards, our ability to commercialize\nour products and generate revenue could be materially and adversely affected, which in turn could have a material adverse effect on our\nbusiness, financial condition, and results of operations.

Disclosure\nof our TRL may not be indicative of our actual development stage and may adversely affect investor perception of our business\nand prospects.

Our\nCRISLA laser isotope separation process was independently assessed by an independent Technology Readiness Assessment team in\nMarch 2025 and placed at TRL 4 on the nine-level scale used by the U.S. Department of Defense and the DOE to assess\ntechnology maturity. TRL 4 indicates that the technology has been validated at laboratory scale. While we believe this disclosure\nreflects our commitment to transparency, investors may place undue reliance on this assigned TRL level, which may not accurately\nreflect the true developmental state of our technology. TRL assessments are inherently subjective, depend on assumptions regarding\ntechnical criteria and evaluation methodologies, and may not fully capture the complexity or limitations of our technology\ndevelopment efforts. TRL designation does not guarantee successful advancement to higher levels of development or commercialization,\nand should not be interpreted as an assurance that our CRISLA process will perform as expected in more advanced testing environments\nor at commercial scale. If the TRL assessment proves inaccurate, or if subsequent testing or technical challenges necessitate a\nfuture downgrade of our TRL level, it may cause investors to form adverse conclusions about the maturity, viability, or commercial\npotential of our technology that could adversely affect the market price of our common stock or our ability to raise additional\ncapital. In addition, actual or perceived uncertainty regarding the development stage of our technology could materially adversely\naffect our business, financial condition, results of operations, and prospects.

Investors\nand potential investors may be unfamiliar with the TRL framework or may interpret our disclosed TRL levels in a manner that does not\nfully reflect the scope, complexity, or progress of our technology development efforts, or the broader regulatory, engineering, and commercialization\nactivities required to advance our business. TRL assessments are inherently qualitative and may not capture all technical, operational,\nregulatory, or commercial milestones relevant to our development roadmap. Our development roadmap advances CRISLA process through four\nstructured Phases: Phase 1 (2025–2027) targets TRL 5 through re-demonstration of 1993 enrichment results; Phase 2 (2025–2028)\ntargets TRL 6–7 through development of industrially scaled equipment; Phase 3 (2025–2030) covers the preparation of LIST\nIsland’s early site preparation and construction, the obtainment of a regulatory license from the NRC, the conceptual design of\nour LEU-3 Facility, and the construction of our Pilot Plant toward operational readiness in or around 2030, with a planned annual production\ncapacity of approximately 50 metric tons of LEU and approximately 0.5 million SWU, respectively; and Phase 4 (2028 onwards)\ntargets to construct our LEU-3 Facility designed to produce approximately 500 metric tons of LEU per year in or around 2033, with\na planned production capacity of approximately 5.0 million SWU per year.

However,\nthere can be no assurance that our CRISLA process will advance through the anticipated TRL stages on the expected timeline, or at all.\nOur TRL level may remain unchanged, advance more slowly than expected, or be subject to reassessment based on additional testing, technical\nchallenges, regulatory developments, or changes in evaluation criteria. Any failure to advance our TRL designation, or any perception\nthat our progress is slower than expected, could be viewed negatively by investors and the market, even if we continue to make meaningful\nprogress in other aspects of our business, including regulatory, engineering, or commercialization activities. Any such perception could\nadversely affect the market price of our common stock, increase volatility, reduce investor confidence, or impair our ability to raise\nadditional capital on acceptable terms, or at all. In addition, any mismatch between perceived TRL progression and actual development\nprogress could materially adversely affect our business, financial condition, results of operations, and prospects.

Our\ndisclosure of TRL levels is voluntary and there is no standardized requirement in our industry governing how TRL assessments are determined\nor disclosed. As a result, TRL levels disclosed by us or by competitors may be based on differing methodologies, assumptions, evaluation\ncriteria, or development contexts, and therefore may not be directly comparable. However, investors or market participants may nonetheless\nattempt to compare TRL levels across companies in the nuclear or advanced energy sector, which could lead to conclusions that do not\naccurately reflect the relative maturity, technical readiness, or commercialization potential of different technologies. For example,\nthe DOE’s LEU Acquisition Program awarded $900 million each to three companies whose technologies were assessed at a high TRL,\nwhile LIST received a guaranteed award of up to $2 million to be delivered as part of agreed upon milestones. Investors may interpret\nsuch differences in funding levels or perceived TRL classifications as indicative of relative technological maturity or commercial readiness,\neven though our technology may be fundamentally different in architecture, development pathway, or intended application, and such comparisons\nmay not be meaningful or appropriate.

In\naddition, our voluntary disclosure of TRL levels may subject us to increased scrutiny and may create expectations regarding our development\nprogress that we may not be able to meet. Any failure to advance our TRL level as anticipated, or any perception that our technology\nis less mature relative to competitors, could adversely affect investor confidence, the market price of our common stock, and our ability\nto raise additional capital or execute our business plan. These risks may be heightened by the absence of industry-wide standards governing\nTRL disclosure and interpretation.

Any\nof the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects.

We\nwill require substantial additional capital to execute our business plan, which may not be available on acceptable terms, or at all,\nand our failure to obtain such capital could materially and adversely affect our business and prospects.

We\noperate in a capital-intensive industry with long development and commercialization cycles that is characterized by stringent customer\nqualification requirements, multi-year contracting processes, and exposure to changes in energy policies, trade conditions, regulatory\nframeworks, and geopolitical events, any of which could adversely affect our business, operations, financial condition and prospects.

For\nexample, in January 2026, we announced our goal\nto invest $1.38 billion in our future flagship commercial scale laser-based uranium enrichment facility on the historic footprint of\nthe K-25 uranium enrichment site in Oak Ridge, Tennessee. Securing sufficient financing to develop this facility, as well as effectively\nmanaging costs, including operating and maintenance expenses, present and will continue to present, significant ongoing challenges\nto our business.

Enrichment\nfacilities are highly capital-intensive and require significant expenditures for engineering, procurement, construction, commissioning,\nand working capital. We expect to incur substantial expenditures in connection with the continued development and engineering of our\ntechnology and related infrastructure before we can generate meaningful revenues, if at all. There can be no assurance that our technology\nwill achieve expected performance or cost advantages, or that we will be able to commercialize our business on a profitable basis. Our\nbusiness plan may require substantially greater funding than the net proceeds from this offering. We expect to need to raise substantial\nadditional capital over time, potentially including hundreds of millions of dollars, in order to develop, scale, and commercialize our\ntechnology. These estimates are subject to significant uncertainty, and our actual capital requirements may be materially higher than\ncurrently anticipated due to technical challenges, changes in scope, inflationary pressures, supply chain constraints, regulatory requirements,\nor other factors beyond our control.

Even\nafter completion of this offering, we will likely need to obtain additional financing through equity offerings, debt financings, or other\ncapital sources. Such financing may not be available when needed, or may only be available on terms that are dilutive, restrictive, or\notherwise unfavorable to us. If we raise capital through the issuance of equity or convertible securities, our existing stockholders\nmay experience significant dilution. Any debt financing we obtain may contain covenants that restrict our operations and increase our\nfinancial risk, including through required interest payments and repayment obligations. Our ability to raise additional capital will\ndepend on a variety of factors, many of which are outside our control, including general economic and market conditions, interest rate\nenvironments, investor perceptions of our business and industry, and broader capital market volatility. Adverse macroeconomic conditions\nmay increase the cost of capital or reduce its availability altogether. We may also seek to enter into strategic collaborations, partnerships,\nor licensing arrangements as a means of financing our development activities. Such arrangements may require us to relinquish certain\nrights to our technology or intellectual property, or to accept terms that are not favorable to us, which could adversely affect the\nlong-term value of our business.

In\naddition, we may pursue government funding, including grants or other support from agencies such as the DOE (including through the\nDOE’s Loan Programs Office, now known as the Office of Energy Dominance Financing). However, there can be no assurance that\nsuch funding will be available or awarded. Government funding decisions are subject to competitive selection processes, budgetary constraints,\nand policy priorities. Even if awarded, such funding may be subject to conditions, including government rights to intellectual property\nor other restrictions. Federal funding is also subject to annual appropriations processes, which are uncertain and may be modified or\nreduced by Congress, regardless of agency or administration budget requests.

Our\nbusiness is subject to risks associated with federal funding and government spending, which may be affected by budgetary constraints,\ndelays, and policy changes.

Our\nbusiness may be indirectly affected by federal budgetary decisions, including federal budget delays, debt ceiling limitations, sequestration,\nor reductions in government spending. Federal government spending reductions could adversely impact U.S. government programs related\nto our enrichment services. While we believe our service is not in conflict with the U.S. government’s strategic priorities, U.S.\ngovernment spending on nuclear-related programs is subject to political, economic, and policy considerations, as well as public scrutiny\nand changing strategic priorities. Accordingly, such programs may be reduced, delayed, or reallocated due to budgetary constraints or\nshifts in governmental priorities, including across-the-board spending reductions that are not specific to any particular program or\nindustry. The manner in which any such reductions are implemented is uncertain and could vary significantly, making it difficult to predict\ntheir specific impact on our business.

Any\nreduction or delay in federal spending affecting the nuclear fuel cycle industry could adversely impact the development and deployment\nof infrastructure and services upon which we depend, including those provided by third parties, suppliers, and subcontractors. If our\nsuppliers or subcontractors are adversely affected by reductions in government spending, their ability to perform may be impaired, which\ncould in turn delay or increase the cost of our operations.

As\na result, federal budgetary uncertainty and changes in government spending priorities could materially and adversely affect our business,\nfinancial condition, and results of operations.

We\noperate in a competitive market and may face competition from established suppliers and alternative technologies, as well as substitution\nrisks arising from changes in fuel strategies or policy developments, any of which could adversely affect our business, financial condition\nand results of operations.

The\nuranium enrichment market is competitive and includes established suppliers utilizing centrifuge-based technologies, as well as companies\npursuing alternative enrichment approaches, including laser-based technologies. Many of our competitors, particularly incumbent centrifuge\nservice providers, have substantially greater operating histories, financial resources, technical expertise, established customer relationships,\nand, in some cases, government-funding. These advantages may enable them to respond more effectively to market developments, offer more\ncompetitive pricing or contract terms, and secure long-term customer commitments, which could limit our ability to compete successfully.

In\naddition, technological advancements or shifts in industry preferences could favor alternative enrichment methods or fuel cycle strategies\nover our planned approach. Changes in governmental policies, trade regulations, or nonproliferation frameworks may also affect the demand\nfor our anticipated product specifications, the timing of procurement decisions, or the overall size of the addressable market. Furthermore,\ncustomers may adopt alternative fuel sourcing strategies, including increased reliance on existing inventories, secondary supplies, or\ndifferent enrichment providers, which could reduce demand for our services.

If\nwe are unable to compete effectively or if market demand for our planned products is reduced due to competitive pressures or substitution\neffects, our ability to secure contracts, generate revenues, and achieve profitability could be materially and adversely affected.

We\nare dependent on a related party, NANO Nuclear, for certain strategic, technical, and commercial support, and any deterioration\nin that relationship could materially and adversely affect our business, prospects, and ability to execute our strategy.

We\nare dependent, in part, on NANO Nuclear, a related party, to support certain aspects of our strategic development, including potential\ncollaboration on technology development, engineering integration, commercialization planning, and other areas of mutual interest. While\nthe relationship is intended to be complementary, there can be no assurance that such collaboration will continue on its current terms,\nor at all.

Our\nreliance on NANO Nuclear exposes us to risks outside of our control. NANO Nuclear may make independent business, financial, or strategic\ndecisions that do not align with our interests, including changes in its capital allocation priorities, management focus, development\ntimelines, or technology roadmap. In addition, NANO Nuclear is subject to its own operational, regulatory, financing, and market risks,\nany of which could adversely affect its ability or willingness to continue supporting or collaborating with us.

If\nNANO Nuclear reduces, delays, or discontinues its engagement with us, or if its business is adversely affected, we may be required to\nseek alternative partners or develop internal capabilities, which may not be available on a timely basis or on commercially reasonable\nterms. Any such disruption could result in delays, increased costs, or the loss of anticipated synergies.

In\naddition, because NANO Nuclear is a publicly traded company with its own fiduciary obligations to its stockholders, it may prioritize\nits own strategic objectives over joint initiatives with us. There can be no assurance that any collaboration will result in successful\noutcomes or that anticipated benefits will be realized. If we are unable to maintain or replace this relationship, our business, financial\ncondition, and results of operations could be materially and adversely affected.

We\nmay not be able to enter into the contemplated sharing proceeds definitive agreement with NANO Nuclear, which could adversely affect\nour ability to realize the anticipated commercial benefits of our collaboration with NANO Nuclear.

Following a $2 million\ninvestment provided to us by NANO Nuclear in August 2024 as part of a seed round of investing in which NANO Nuclear purchased 2,666,667\nshares of our common stock from us, on November 4, 2024, we entered into an agreement with NANO Nuclear to memorialize the terms of our\nbusiness collaboration. On September 8, 2026, given the passage of time and the evolution of our and NANO Nuclear’s respective\nbusinesses, we amended and restated such agreement in its entirety, titling the agreement as a Joint Collaboration Agreement. Our Joint\nCollaboration Agreement is a framework for our current and proposed future work with NANO Nuclear and provides, among other matters,\nthat (i) NANO Nuclear will work towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆\nfeedstock for our envisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched\nand deconverted UF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal\n“preferred customer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to\nenter into a future arrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by\nNANO Nuclear and enriched and deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final\nsales price of such uranium products sold to customers shall be determined based on all costs and services related to conversion, enrichment,\nand deconversion. NANO Nuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance\nwith its enrichment and deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage\nsplit and other relevant details, shall be set forth in the definitive agreement. See “Business\n– Relationship with NANO Nuclear” and “Business – Material Agreements.”

As of the date of this\nprospectus, LIST and NANO Nuclear have not yet entered into the contemplated sharing proceeds definitive agreement. The terms and timing\nof such agreement remain subject to the appropriate evolution of the businesses of our company and NANO Nuclear (such that each party\ncould fulfill its obligations), and further future discussions and negotiations between the parties, including with respect to the applicable\nprofit-sharing arrangements, pricing, allocation of costs and expenses, responsibilities of the parties, and other commercial terms.\nThe execution of such agreement will also depend on the progress and results of the parties’ technical and commercial development\nactivities and, as applicable, the satisfaction of relevant regulatory and other requirements. Accordingly, there can be no assurance\nthat the parties will enter into such agreement on the terms currently contemplated, or at all.

If\nwe are unable to enter into the contemplated sharing proceeds definitive agreement, or if such agreement is entered into on terms less\nfavorable to us than currently anticipated, we may not realize the anticipated economic benefits from our partnership with NANO Nuclear.\nIn particular, we may be unable to participate in revenues or profits from the future sale of fabricated fuel plates or fuel rods to\nthird-party customers to the extent currently contemplated. Our inability to establish the contemplated profit-sharing arrangement could\nalso delay or adversely affect the commercialization of our enriched UF₆and related technologies, limit our potential sources\nof revenue, and require us to pursue alternative commercial arrangements or counterparties. Any of these circumstances could materially\nand adversely affect our business, financial condition, results of operations and prospects.

Our\nbusiness is subject to risks arising from public perception of nuclear energy and political and regulatory developments, which could\nmaterially and adversely affect our customers, markets, and ability to operate.

We,\nour potential customers, and their end users operate in a politically sensitive environment, and public perception of nuclear energy\nmay significantly influence the development, financing, and deployment of nuclear projects, including those related to enrichment services.\nNuclear energy is closely associated with government policy, regulation, and public funding due to its perceived benefits and risks,\nand changes in political leadership, policy priorities, or public sentiment may result in shifts in the regulatory and economic environment\nin which we operate.

The\nnuclear industry is subject to extensive regulation and public scrutiny. Regulatory frameworks governing nuclear energy are complex and\nmay be influenced by political considerations and public opinion. Changes in laws, regulations, enforcement priorities, or government\nincentives may affect the cost, timing, and feasibility of nuclear projects. In addition, government support mechanisms, such as subsidies,\ntax incentives, or clean energy programs, may fluctuate over time and are not guaranteed.

Public\nperception of nuclear energy varies widely and may be influenced by historical incidents, media coverage, and concerns regarding safety,\nwaste disposal, and environmental impact. Negative public sentiment may result in protests, litigation, or other opposition to nuclear\nprojects, which could delay or prevent the development of nuclear facilities, including enrichment infrastructure. In addition, public\nopposition may affect local permitting processes and community acceptance, which are critical to project development and operations.\nPublic perception also affects the willingness of investors and financial institutions to fund nuclear-related projects. Negative sentiment\nmay increase financing costs or limit access to capital, while positive sentiment may enhance market acceptance and investment availability.\nSimilarly, public attitudes toward nuclear energy may influence demand for nuclear power and related fuel cycle services, which could\ndirectly affect our customers and indirectly affect our business.

Adverse\npublic reaction may also affect international markets and the ability of nuclear companies to export technology, fuel, or services, as\nforeign governments and counterparties may consider public perception and political acceptability in their procurement decisions. In\nthe past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for\nnew nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. For example, anti-nuclear\ngroups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which led to the shutdown of all German nuclear\npower plants as of April 15, 2023. As a result, adverse public reaction could lead to increased regulation or limitations on the activities\nof our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our target customers\nand our business.

In\naddition, accidents or high-profile incidents involving nuclear facilities or radioactive materials—such as the Three Mile Island,\nChernobyl, and Fukushima Daiichi accidents—or acts of terrorism or other security-related events could significantly increase public\nopposition to nuclear energy and lead to more stringent regulatory requirements. Such events have historically resulted in delays or\ncancellations of nuclear projects, shutdowns of existing facilities, and increased regulatory costs, all of which could adversely affect\nour customers and, in turn, our business. Nuclear power faces strong opposition from certain competitive energy sources, individuals\nand organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear\npower in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants,\nan early shut down of existing power plants or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies,\nall of which could negatively impact our business and prospects. As a result of the Fukushima accident, some countries that were considering\nlaunching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part\nof such programs. If accidents like the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur,\npublic opposition to nuclear power may increase, regulatory requirements and costs could become more onerous, which could materially\nand adversely affect our business and operations.

As\na result, sustained public acceptance of nuclear energy is an important factor in the development and growth of our industry. Any deterioration\nin public perception, or any significant nuclear incident, could materially and adversely affect our business, financial condition, and\nprospects.

Our\nbusiness is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions\nby man-made problems, such as network security breaches, computer viruses, or terrorism. Material disruptions of our business or information\nsystem resulting from these events could adversely affect our operating results.

We\nare vulnerable to damage from catastrophic events, such as natural disasters, power loss, and similar unforeseen events beyond our control.\nGlobal pandemics or fear of spread of contagious diseases, such as COVID-19, as well the catastrophic events could disrupt our\nbusiness operations, reduce or restrict our supply of products and services, incur significant costs to protect our employees and facilities,\nor result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results\nof operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could\nhave a similar adverse effect on our business, financial condition, and results of operations.

We\ncannot assure you that we are adequately protected from the effects of earthquakes, fire, floods, typhoons, earthquakes, global pandemics,\npower loss, telecommunications failures, break-ins, war, riots, network security breaches, computer virus terrorist attacks, or similar\nevents. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system\nfailures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our\ninternet system as well as adversely affect our business, financial condition, and results of operations.

If\na natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters,\ndamaged critical infrastructure, or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue\nour business for a substantial period. The disaster recovery and business continuity plans we have in place are unlikely to provide adequate\nprotection in the event of a serious disaster or similar event. We may incur substantial expenses because of the limited nature of our\ndisaster recovery and business continuity plans, which could have a material adverse effect on our business.

Our\noperations are subject to significant environmental, health, and safety obligations, and any failure to comply with applicable requirements\nrelating to UF₆, hydrogen fluoride, waste management, emergency preparedness, or other hazardous materials could result in fines,\noperational disruptions, liabilities, or reputational harm.

Our\noperations involve the handling, storage, transportation, and use of hazardous, radioactive, toxic, and corrosive materials, including\nUF₆, hydrogen fluoride, and other regulated substances. As a result, we are subject to extensive federal, state, local, and international\nenvironmental, health, safety, radiation protection, waste management, and emergency preparedness laws and regulations. Compliance with\nthese requirements requires substantial ongoing expenditures, operational controls, monitoring systems, employee training, recordkeeping,\nemergency response planning, and reporting obligations.

The\nrisks associated with handling hazardous materials cannot be entirely eliminated. Accidents, equipment failures, procedural errors, transportation\nincidents, natural disasters, cybersecurity incidents affecting operational systems, or other unexpected events could result in releases\nof hazardous substances, contamination, exposure of personnel or the public to hazardous materials, environmental damage, or other adverse\nconsequences. In addition, failures by our contractors, suppliers, or service providers to comply with applicable requirements could\nalso expose us to liability or operational disruptions.

Any\nactual or alleged violation of environmental, health, safety, waste management, or emergency preparedness requirements could result in\nenforcement actions, fines, penalties, corrective action obligations, suspension of operations, delays in permitting or regulatory approvals,\nincreased regulatory oversight, litigation, or reputational harm. We may also incur substantial costs for remediation, investigation,\ncompliance upgrades, insurance claims, or damages arising from actual or alleged incidents or non-compliance.

In\naddition, environmental and safety laws and regulations may become more stringent over time, resulting in increased compliance costs\nor operational restrictions. Any significant environmental, health, or safety incident, or any failure to maintain compliance with applicable\nrequirements, could materially and adversely affect our business, financial condition, results of operations, and prospects.

If\nour final product fails to meet our customer quality specifications, we could become involved in contractual disputes, which could\nhave an adverse effect on our profitability and financial position.

We\nmay be subject to claims, lawsuits, arbitration proceedings, and other legal, regulatory and administrative proceedings. The outcome\nof any such claims, investigations or proceedings cannot be predicted with any degree of certainty.

We\nmay also be required to cover the legal expenses and other costs on behalf of individuals or third parties incurred during any applicable\nlegal proceedings, which may divest our company’s resources and the management’s attention, thus materially and adversely\naffect our business, financial condition and results of operations and result in our inability to sustain our growth and expansion strategies.

Risks\nRelated to Our Intellectual Property

If\nwe fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

Our\ncompetitive position depends in part on protecting inventions, know-how, and process insights related to our LIST technology, including,\namong others, the CRISLA process, laser systems, separators, and operational methods. If we fail to protect or enforce our intellectual\nproperty or proprietary rights, our business and operating results could be harmed. We currently own the CRISLA Patent (USPTO No. 10,319,486)\npublished in 2019 that was transferred from inventor Dr. Jeff W. Eerkens to our subsidiary CRISLA, Inc. and later to LIST. See\n“Business – Intellectual Property.” We may enter into license agreements in future business development activities,\nespecially as we diversify our LIST technology into other isotopes (i.e. stable isotopes for the semiconductor industry, or medical isotopes\nfor the radiopharmaceutical and medical industry) in future.

We\nregard the protection of our trade secrets, trademarks, licenses, patents and copyrights (if any, in future), domain names and other\nintellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights by relying\non federal, state, and common law rights, as well as contractual restrictions. We seek to protect our company confidential proprietary\ninformation, in part, by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and\nnon-use provisions with our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information\nor technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our\nintellectual property or who have had access to our proprietary information, nor can we be certain that our agreements will not be breached.\nAny party with whom we have made such an agreement could potentially breach that agreement and disclose our proprietary information,\nincluding our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade\nsecrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our\ntrade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation\nof a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming\nand could result in substantial costs and the outcome of such a claim is unpredictable. Further, the laws of certain foreign countries\ndo not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter\nsignificant problems in protecting and defending our intellectual property or proprietary rights both in the United States and abroad.\nIf we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of\nour trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

We\nbelieve developing technology more comprehensively before patenting it provides our company with certain potential strategic advantages.\nHowever, we will balance the advantages of comprehensive development with the risk of potential delays in securing patent protection\nand continue to consult qualified intellectual property counsel so we can make informed decisions regarding the timing of patent filings\nand the overall protection strategy. Patent laws, and scope of coverage afforded by them, have recently been subject to significant changes,\nsuch as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith America Invents Act.\nThis change in the determination of inventorship may result in inventors and companies having to file patent applications more frequently\nto preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications.\nAnother change to the patent laws may incentivize third parties to challenge any issued patent in the USPTO, as opposed to having to\nbring such an action in U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect\nthe innovations contained within our products and could harm our business.

The\nUSPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other\nprovisions to maintain patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees\nto obtain or maintain our patents in future. Non-compliance with these requirements can result in abandonment or lapse of a patent or\npatent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors\nmight be able to use our technologies and enter the market earlier than would otherwise have been the case.

We\npursue the registration of our domain names, trademarks, patents, and service marks in the United States. We may seek to protect our\ntrademarks, patents and domain names with an increasing number of jurisdictions in future, which is a process that is expensive and time-consuming\nand may not be successful, or which we may not pursue in every location.

Litigation\nmay be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and\nscope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial\ncosts, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating\nresults. If we fail to maintain, protect, and enhance our intellectual property or proprietary rights, our business may be harmed.

We\nrely on our proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

We\nrely on proprietary information (such as trade secrets, know-how and company confidential information) to protect intellectual property\nthat may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected\nby means that do not require public disclosure. We generally seek to protect this proprietary information by entering into consulting\nagreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants,\ncontractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered, these agreements may\nbe breached or may otherwise fail to prevent disclosure, third-party infringement, or misappropriation of our proprietary information,\nmay be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary\ninformation. We have limited control over the protection of trade secrets used by our current or future partners and suppliers and could\nlose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information\nmay otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees,\nconsultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may\narise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce\nand determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could\nadversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate\nmay afford little or no protection to its trade secrets.

We\nalso rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these\nsecurity measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain\nand improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized\nuse of such information or take appropriate and timely steps to enforce our intellectual property rights.

We\nmay be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which may materially\nand adversely affect our business, financial condition, and results of operations.

We\ncannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights\nor other intellectual property rights held by third parties. We may, and from time to time in the future be, subject to legal proceedings\nand claims relating to the intellectual property rights of others. There could also be existing patents or other intellectual property\nof which we are not aware that we may infringe. While we do not know of any intellectual property rights on which our products or our\nbusiness infringe, we cannot assure you that holders of patents or other intellectual property rights purportedly relating to some aspect\nof our technology or business, would not seek to enforce such patents against us or that they will not be successful in any such enforcement\naction. We may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which\nmay materially and adversely affect our business, financial condition, and results of operations. Third parties may claim that the technology\nused in the operation of our business infringes upon their intellectual property rights. Although we have not faced any litigation involving\ndirect claims of infringement by us, the possibility of intellectual property claims against us increases as we continue to grow,\nparticularly from companies with competitive technologies. Such claims, whether having merit, may result in our expenditure of significant\nfinancial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who\nallege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have\nbeen amplified by the increase in third parties whose sole or primary business is to assert such claims.

The\noutcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could\nbe both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An\nadverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our\nability to conduct business or require us to change the way we operate.

Because\nthe nuclear sector involves extensive partnering, contracting, and engagement with government entities, we must manage intellectual\nproperty allocation, background and foreground rights, and data-rights provisions carefully. Cybersecurity threats, insider risk,\nand the need to share sensitive technical data with suppliers or regulators can increase exposure. Maintaining a disciplined invention\ndisclosure process, access controls, and contractual protections is essential to preserve freedom-to-operate and long-term differentiation.

We\nrely on joint development arrangements and strategic partnerships, which may give rise to intellectual property, licensing, and commercialization\ndisputes that could adversely affect our business.

We\nmay enter into, and in some cases currently rely on, development relationships with vendors, laboratories, research institutions, and\nother strategic partners to advance our technology and business objectives. These arrangements may involve joint development activities\nand the creation of intellectual property and know-how, which can create uncertainty regarding ownership rights, licensing rights, and\nfreedom to operate with respect to resulting inventions, improvements, or technical data.

Disputes\nmay arise with respect to the scope of intellectual property ownership, allocation of rights to use or commercialize jointly developed\ntechnologies, or the interpretation of contractual provisions governing such arrangements. Any such disagreements could delay development\nprograms, result in costly and time-consuming negotiations or litigation, and may require us to modify or terminate existing relationships\nor seek alternative arrangements.

In\naddition, any failure to clearly secure or enforce our rights to intellectual property developed under such collaborations could limit\nour ability to commercialize our technology or expose us to claims of infringement or breach of contract. If we are unable to effectively\nmanage these relationships or resolve disputes on favorable terms, our business, financial condition, and results of operations could\nbe materially and adversely affected.

Protecting\ntrade secrets is inherently difficult; detecting and enforcing violations is time-consuming, costly, and uncertain.

We\nrely, in part, on trade secrets, proprietary know-how, confidential information, and other unpatented intellectual property to protect\nour technology and maintain our competitive position. Protecting trade secrets and other proprietary rights is inherently difficult,\nparticularly in industries involving advanced technologies and specialized personnel. We may not be able to prevent unauthorized disclosure,\nmisappropriation, or use of our confidential information by employees, consultants, contractors, collaborators, suppliers, or other third\nparties.

Although\nwe seek to protect our proprietary information through confidentiality agreements, employment agreements, intellectual property assignment\nagreements, security measures, and other contractual and technical safeguards, these measures may not be effective or sufficient in all\ncircumstances. In addition, such agreements may be breached, and we may not have adequate remedies for any such breach. Furthermore,\ntrade secret laws and enforcement mechanisms may vary across jurisdictions and may not provide meaningful protection in all cases.

Detecting\nunauthorized use or disclosure of our trade secrets may be difficult, time-consuming, and costly, and we may not be able to identify\nor prevent all instances of misappropriation. Enforcing our rights through litigation or other proceedings could require substantial\nfinancial and management resources, divert management’s attention from our business operations, and result in uncertain outcomes.

If\nour trade secrets or other proprietary information are improperly disclosed, misappropriated, or independently developed by competitors\nor other third parties, our competitive position could be materially harmed. Any such event could adversely affect our ability to maintain\ntechnological advantages, commercialize our products and services, and achieve or sustain profitability, which could have a material\nadverse effect on our business, financial condition, and results of operations.

Joint\ndevelopment with vendors or partners may create uncertainty over ownership, licensing rights, or future commercialization pathways.

We\nmay enter into joint development, collaboration, supply, or strategic partnership arrangements with vendors, contractors, research institutions,\nor other third parties in connection with the development and commercialization of our technology. Such arrangements may involve the\nsharing, co-development, or integration of intellectual property, technology, data, or proprietary know-how, which may create uncertainties\nregarding ownership rights, licensing arrangements, rights to use or commercialize resulting technology, or allocation of future revenues\nand responsibilities.

The\nterms of these arrangements may be subject to differing interpretations, and disputes may arise regarding intellectual property ownership,\ninventorship, scope of licenses, commercialization rights, exclusivity provisions, or other contractual matters. In addition, certain\nagreements may impose restrictions on our ability to use, transfer, license, or further develop technologies that are important to our\nbusiness.

If\nwe are unable to obtain or maintain sufficient rights to intellectual property developed through these collaborations, or if disputes\narise with our vendors or partners, our ability to continue development activities, obtain regulatory approvals, manufacture products,\nor commercialize our technology could be delayed or adversely affected. Resolving such disputes could require substantial costs and management\nresources and may result in litigation, arbitration, renegotiation of commercial terms, or the loss of valuable intellectual property\nrights.

Furthermore,\nour collaborators, vendors, or partners may pursue alternative technologies or competing business interests, may fail to perform their\nobligations, or may terminate their relationships with us. Any uncertainty or dispute relating to joint development activities or commercialization\npathways could materially and adversely affect our business, financial condition, results of operations, and prospects.

Risks\nRelated to Regulation and Compliance

Our\nbusiness is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply\nwith such laws and regulations could have a material adverse effect on our business.

The\nenrichment of uranium is considered sensitive nuclear technology (SNT) and subject to strict 10 CFR Part 810 export control. The proliferation\nrisks of enrichment technologies also require the government to secure those technologies and protect them from potential dual-use applications\nfrom our adversaries. Once an enrichment technology shows that it can produce “practical quantities of enriched uranium,”\nthe DOE Office of Classification will classify the technology as Secret Restricted Data (RD), which requires strict physical security\nand document control within a secret RD facility, and all personnel required to get a security clearance. Obtaining a possessing facility\nclearance from the NRC means that cleared personnel are authorized to work on classified information within a secure facility. The risk\nthis poses is that for any breach in the protection of classified matter, the NRC can shut down operations for extended periods, and\npersonnel can lose their security clearances.

We\nare subject to new or changing federal, state, and local regulations, including laws relating to the design, developing, manufacturing,\nmarketing, servicing, or sales of our nuclear-fuel-related products. Such laws and regulations may require us to pause sales and modify\nour products, which could result in a material adverse effect on our ability to generate revenues (or any future revenues) and our financial\ncondition generally. Such laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury,\nand cleanup costs. Failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay\nour projected revenues, increase costs, or make our business unviable if we are unable to modify our products to comply. Capital and\noperating expenses needed to comply with laws and regulations can be significant, and violations may result in substantial fines and\npenalties, third-party damages, suspension of production or a cessation of our operations. Any failure to comply with such laws or regulations\ncould lead to withdrawal or recall of our products from the market.

Regulatory\nrisk factors associated with our business also include our ability to obtain additional applicable approvals, licenses, or certifications\nfrom regulatory agencies, if required, and to maintain current approvals, licenses, or certifications. Any regulatory delays, delays\nimposed because of regulatory inspections and changing regulatory requirements, may impede our planned actions from being implemented\nor completed, many of which may be out of our control. Any natural disasters, changes in governmental regulations or in the status of\nour regulatory approvals or applications or other events that force us to cancel or reschedule our product development and production,\ncould have an adverse impact on our business and financial condition.

Uranium\nenrichment is subject to extensive regulatory oversight, including, among others, licensing and oversight by the NRC, State of Tennessee,\nenvironmental permitting, safeguards, physical security, and export controls. A cybersecurity incident or physical security breach could\ndisrupt our operations, result in the loss or compromise of sensitive data or technology, and subject us to regulatory reporting obligations,\ninvestigations, and remediation costs.

Uranium\nenrichment is subject to extensive regulatory oversight, including, among others, licensing and oversight by the NRC, State of Tennessee,\nenvironmental permitting, safeguards, physical security, and export controls. Our operations and planned facilities are expected to require\nnumerous licenses, permits, approvals, and authorizations, including, among others, licensing and oversight by the NRC, environmental\nand land use permitting, nuclear safeguards compliance, physical security requirements, transportation regulations, and export control\napprovals. Compliance with these requirements is complex, costly, and time-consuming. The process of obtaining, maintaining, and renewing\nrequired regulatory approvals may involve significant delays, substantial capital expenditures, ongoing reporting obligations, operational\nrestrictions, inspections, and regulatory reviews. Regulatory agencies may impose additional conditions or requirements, request supplemental\ninformation, delay approvals, or deny applications altogether. In addition, applicable laws, regulations, and regulatory interpretations\nmay change over time, which could increase compliance costs or require modifications to our operations, facilities, or technologies.

Because\nuranium enrichment involves sensitive nuclear material and national security considerations, our business may be subject to heightened\nregulatory scrutiny and oversight. Any actual safety and security incident or alleged failure to comply with applicable licensing, environmental,\nsafeguards, security, or export control requirements could result in enforcement actions, civil or criminal penalties, reputational harm,\noperational restrictions, suspension or revocation of licenses, or delays in development and commercialization activities.

Uranium\nenrichment facilities are subject to heightened physical security requirements and may be targets for cyberattacks, sabotage, or unauthorized\naccess to sensitive or proprietary information. A cybersecurity incident or physical security breach could disrupt our operations, result\nin the loss or compromise of sensitive data or technology, and subject us to regulatory reporting obligations, investigations, and remediation\ncosts. In addition, compliance with evolving security requirements may increase our operating costs and administrative burden. Due to\nthe sensitive nature of our technology, certain aspects of our operations may be subject to classification or other restrictions imposed\nby the DOE or other governmental authorities. As a result, certain personnel may be required to obtain and maintain security clearances,\nand we may be required to implement enhanced controls and training related to the handling of classified materials, equipment, processes,\nand information. These requirements could increase costs, limit operational flexibility, and create additional compliance risks.

If\nwe are unable to obtain or maintain required licenses, permits, and approvals in a timely manner or at all, or if we fail to comply with\napplicable regulatory requirements, our operations, development plans, and commercialization efforts could be materially delayed, restricted,\nor terminated. Any such events could have a material adverse effect on our business, financial condition, results of operations, and\nprospects.

Regulatory\napprovals may take longer than planned, require design changes, or impose additional compliance obligations.

Regulatory\napprovals required for our planned facilities, technologies, and operations may take longer to obtain than we currently anticipate, may\nrequire modifications to our designs, processes, or operational plans, or may impose additional compliance obligations and restrictions.\nThe regulatory review process applicable to uranium enrichment and related nuclear activities is complex, highly technical, and subject\nto evolving legal, regulatory, environmental, safety, and national security considerations. Regulatory agencies may request supplemental\ninformation, require additional studies or testing, impose new or revised conditions, or delay or deny approvals for reasons that may\nbe outside of our control.

In\naddition, the requirements imposed by regulatory authorities may change during the course of the approval process or after approvals\nhave been granted. We may be required to redesign aspects of our facilities or technology, implement additional security or safeguards\nmeasures, modify operational procedures, or incur unanticipated capital expenditures and compliance costs in order to satisfy regulatory\nrequirements. Such changes could delay development timelines, increase operating expenses, reduce operational flexibility, or adversely\naffect the economic viability of our projects.

Any\ndelay in obtaining required approvals, failure to satisfy regulatory requirements, or imposition of burdensome conditions could delay\nor prevent the development, construction, commissioning, or operation of our planned facilities and could adversely affect our commercialization\nefforts. As a result, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Operational\ncompliance requires rigorous material handling procedures, quality assurance controls, personnel training, and auditable compliance systems,\nand any failure to maintain compliance could result in enforcement actions, increased regulatory oversight, operational delays, or other\nadverse consequences.

Our\noperations involving UF₆ and related nuclear materials are subject to extensive operational, safety, quality assurance, safeguards,\nand recordkeeping requirements. Compliance with these requirements requires the implementation and maintenance of rigorous handling procedures,\ncomprehensive employee training programs, detailed documentation practices, quality control systems, and auditable operational processes.\nThe complexity of these requirements may increase as our operations expand and transition toward larger-scale commercial activities.

Any\nactual or alleged failure to comply with applicable operational, safety, security, environmental, or quality assurance requirements could\nresult in regulatory enforcement actions, findings during inspections or audits, increased oversight by regulatory authorities, mandatory\ncorrective actions, civil or criminal penalties, suspension of operations, or reputational harm. In addition, compliance deficiencies\nor operational incidents could lead to delays in regulatory approvals, interruptions in facility development or commissioning activities,\nor increased compliance and remediation costs.

Maintaining\ncompliance may also require significant ongoing investments in personnel, training, infrastructure, monitoring systems, and internal\ncontrols. As regulatory standards evolve, we may be required to implement additional procedures or operational safeguards that could\nincrease costs and reduce operational flexibility. Any failure to maintain effective compliance systems and procedures could materially\nand adversely affect our business, financial condition, results of operations, and prospects.

Export\ncontrols and restrictions on the dissemination of enrichment-related technical data may limit our ability to collaborate with third\nparties, recruit personnel, and engage in international business activities.

Our\noperations involve technologies, technical data, and activities that may be subject to U.S. export control laws, regulations, and national\nsecurity restrictions, including restrictions relating to uranium enrichment technology and related technical information. These laws\nand regulations may limit our ability to share technical data with foreign persons, collaborate with international partners, engage certain\nvendors or service providers, recruit or employ non-U.S. personnel for particular roles, or participate in international research, development,\nor commercial activities.

Compliance\nwith export control requirements is complex and may require licenses, governmental approvals, technology control plans, monitoring systems,\nand other compliance measures. Regulatory authorities may deny license applications, impose conditions or restrictions, or modify applicable\nrequirements, and any such actions could delay or restrict our business activities. In addition, export control laws and enforcement\npriorities may change over time in response to geopolitical developments, national security concerns, or changes in governmental policy.

Any\nactual or alleged violation of export control laws or restrictions could result in significant penalties, fines, restrictions on export\nprivileges, increased governmental oversight, reputational harm, or other adverse consequences. Moreover, restrictions on the dissemination\nof enrichment-related technical data could limit our ability to access international talent, establish strategic collaborations, or expand\nour business internationally, which could adversely affect our development and commercialization efforts.

As\na result, export control restrictions and related compliance obligations could increase our operational costs, limit business opportunities,\ndelay development activities, and materially and adversely affect our business, financial condition, results of operations, and prospects.

If\nour technology, operations, or related information become classified, we may be required to obtain security clearances, operate secure\nfacilities, and comply with stringent classified information protection requirements, which could increase our operational complexity\nand costs.

Certain\naspects of our technology, operations, research activities, or technical information may become subject to classification or heightened\nnational security restrictions under applicable U.S. laws and regulations. If any of our activities or information are determined to\ninvolve classified information or otherwise require access to controlled or restricted data, we may be required to obtain facility security\nclearances, ensure that certain employees and contractors obtain personnel security clearances, establish and maintain secure facilities\nand information systems, and implement additional safeguards and compliance procedures relating to the handling, storage, transmission,\nand protection of classified materials.

Obtaining\nand maintaining the necessary security clearances and secure infrastructure could be time-consuming, costly, and administratively burdensome.\nClearance determinations are controlled by governmental authorities and may be delayed, denied, suspended, or revoked for reasons outside\nof our control. In addition, the pool of qualified personnel holding or eligible to obtain the required clearances may be limited, which\ncould adversely affect our ability to recruit, retain, and manage personnel necessary to support our operations and growth.

Compliance\nwith classified information protection requirements may also impose significant operational restrictions, including limitations on communications,\ninformation sharing, collaboration with third parties, international business activities, cloud or data storage arrangements, and internal\noperational processes. Any failure to comply with applicable security or classified information requirements could result in enforcement\nactions, loss or suspension of clearances, reputational harm, contractual liabilities, or restrictions on our ability to conduct certain\nactivities.

As\na result, any requirement to operate within a classified or heightened national security framework could increase our operating costs,\nreduce operational flexibility, delay development activities, and materially and adversely affect our business, financial condition,\nresults of operations, and prospects.

If\nwe fail to comply with the laws and regulations relating to the collection of sales tax and payment of income taxes in the various states\nin which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which\ncould harm our business.

By\nengaging in business activities in the United States, we become subject to various state laws and regulations, including requirements\nto collect sales tax from our sales within those states, and the payment of income taxes on revenue generated from activities in those\nstates. A successful assertion by one or more states that we were required to collect sales or other taxes or to pay income taxes where\nwe did not could result in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which\ncould harm our business.

We\nmay become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on\nour profitability and financial position.

We\nmay be subject to claims, lawsuits, arbitration proceedings, government investigations and other legal, regulatory and administrative\nproceedings. The outcome of any such claims, investigations or proceedings cannot be predicted with any degree of certainty. In the ordinary\ncourse of business, we may in the future be the subject of various legal claims. Any such claims, investigations or proceedings against\nus, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant\nmanagement attention and divert significant resources, and the resolution of any such claims, investigations or proceedings could result\nin substantial damages, settlement costs, fines or penalties that could adversely affect our business, financial condition or operating\nresults or result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other remedies requiring a change in\nour business practices.

Further,\nunder certain circumstances, we may have contractual or other legal obligations to indemnify and to incur legal expenses on behalf of\ninvestors, directors, officers, employees, or other third parties. Our business contractual and legal obligations related to indemnification\nand the coverage of legal expenses for investors, directors, officers, employees, and other third parties are critical components of\nour risk management and corporate governance. These obligations are typically outlined in various agreements, contracts, and corporate\nbylaws.

Our\nindemnification obligations, including obligations to cover legal expenses, are set forth in our corporate governing documents, agreements\nwe have entered into or may enter into with our directors, officers, investors and other parties, and applicable law. Satisfying these\nobligations could require us to incur substantial costs, including legal fees and damages or settlement amounts, on behalf of the indemnified\nparties, and these costs could be significant even where the underlying claims are without merit. While we maintain directors and officers\n(D&O) liability insurance to mitigate a portion of these exposures, such insurance is subject to coverage limits, retentions and\nexclusions, and may be insufficient to cover all losses or expenses for which we are obligated to indemnify the covered parties. Insurance\ncoverage may also become more expensive or unavailable in the future. As a result, we may be required to bear indemnification and related\ncosts directly, which could adversely affect our business. Nuclear companies usually purchase D&O liability insurance to indemnify\ntheir directors and officers against personal liability for actions taken in their roles. These policies provide financial protection\nfor individuals in the event of lawsuits, regulatory actions, or other legal proceedings related to their corporate duties. The corporate\ngoverning documents may include provisions that obligate our company to indemnify its directors, officers, and sometimes employees to\nthe extent allowed by law, with some conditions or limitations on indemnification as applicable. In cases where investors, such as venture\ncapitalists or private equity firms, are involved, investment agreements may include indemnification clauses that protect the investors\nfrom certain liabilities related to their investment in our company. In our agreements with third parties, such as suppliers, partners,\nor service providers, indemnification provisions may also be included to specify who is responsible for indemnifying the other party\nin the event of specified breaches, disputes, or liabilities.

We\nare subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other\nserious consequences for violations, which can harm our business.

We\nare subject to the U.S. Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.\nTravel Act, the Money Laundering Control Act 18 U.S.C. §§ 1956 and 1957, and other anti-bribery and anti-money laundering laws\nin countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees,\nagents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments\nor anything else of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain\ninternal accounting controls designed to prevent any such actions. We can be held liable for the corrupt or other illegal activities\nof our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such\nactivities.

As\nwe intend to conduct international cross-border business and expand our operations abroad, we may engage business partners and third-party\nintermediaries to market our products and to obtain necessary permits, licenses and other regulatory approvals overseas. In addition,\nwe or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or\nstate-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries,\nour employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. We cannot assure\nyou that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately\nheld responsible. As we intend to expand our international business, our risks under these laws may increase.

Detecting,\ninvestigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources\nand attention from our management. In addition, non-compliance with anti- corruption or anti-bribery laws could subject us to whistleblower\ncomplaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties,\ninjunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral\nconsequences. If any subpoenas are received or investigations are launched, or governmental or other sanctions are imposed, or if we\ndo not prevail in any possible civil or criminal proceeding, our business, operating results and financial condition could be materially\nharmed.

General\nRisks Associated with Our Company

Mr.\nJay Jiang Yu, our Chief Executive Officer and Chairman of the Board, has a significant influence over our company due to his ownership\nof a material percentage of our outstanding common stock. Also, his fiduciary, financial and time dedication interests may not\nalways be aligned with the interests of our other stockholders, which may lead to conflicts of interest that harm our company.

As\nof October 14, 2026, Mr. Jay Jiang Yu, our Chief Executive Officer and Chairman, beneficially owns an aggregate of approximately\n25.95% shares of our common stock and is expected to own approximately 25.10% shares of our common stock upon the completion\nof this offering assuming no exercise of the underwriters’ over-allotment option. Due to his ownership of a material percentage\nof our outstanding common stock, Mr. Yu could have significant influence in determining the outcome of any corporate transaction or other\nmatter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant\ncorporate actions. This concentration of voting power may delay, prevent, or deter transactions that other stockholders may view as beneficial\nand may result in corporate actions with which other stockholders do not agree. In some cases, his influence could have the effect of\npreventing changes of control or other transactions that could provide stockholders with a premium over the prevailing market price.\nWithout the consent of Mr. Yu, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders.\nIn addition, our interests and the interests of Mr. Yu may not always be aligned. Circumstances may arise in which his personal, financial,\nor other interests differ from those of our company or our other stockholders, potentially giving rise to actual or perceived conflicts\nof interest. If such conflicts are not resolved in a manner favorable to our company or our other stockholders, our business, financial\ncondition, and results of operations could be adversely affected.

In\naddition, since 2022, Mr. Yu has also been the President, Secretary and Treasurer, and Chairman of the Board of NANO Nuclear and is\nexpected to continue to serve, following the consummation of this offering, in such capacities and devote no less than 40\nhours per week to the business affairs of NANO Nuclear. As a result, he may have potential conflicts of interest and\ncompeting demands on his time and attention. Mr. Yu’s duties to NANO Nuclear may create actual or perceived conflicts of interest, including with\nrespect to allocation of time and resources, strategic priorities, capital allocation decisions, and the pursuit of business\nopportunities that may be suitable for both entities. In addition, he may become aware of business opportunities that may be\nappropriate for both our company and other companies he serves, and there can be no assurance that such opportunities will be\nappropriately allocated to our company.

Moreover,\npursuant to his Amended and Restated Employment Agreement with us,\nMr. Yu, as our Chairman and Chief Executive Officer, subject to the oversight by our board, is only required to devote such\nof his business time and attention with us as is reasonably required for companies of a similar size, nature and business\nto our company’s affairs. This is a lesser contractual standard of time dedication than is required under his employment agreement\nwith NANO Nuclear. Since Mr. Yu is involved in the management of another operating company on a full-time basis, he may not be able\nto devote sufficient time and attention to the day-to-day management and strategic oversight of our business. This could result in delays\nin decision-making, reduced responsiveness to operational or market developments, and limitations on the effectiveness of our corporate\ngovernance and executive oversight. The existence of overlapping leadership roles may give rise to disputes regarding fiduciary duties,\nallocation of resources, and confidentiality of information. Although we expect our officers to act in the best interests of our\ncompany, there can be no assurance that conflicts will not arise or that any such conflicts will be resolved in our favor. If\nhe is unable to fully devote his time and attention to our business, or if conflicts of interest arise between his obligations to our\ncompany and his obligations to the other companies, our business, financial condition, results of operations, and prospects could be\nadversely affected. See “Business – Relationship with NANO Nuclear” and “Principal Stockholders.”

The participation of our executive officers\nin this offering may give rise to potential conflicts of interest and reduce the number of shares available to other investors.

Jay Jiang Yu, our Chief\nExecutive Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each indicated an interest\n(either by themselves or through their affiliates) in each purchasing up to $250,000 worth of shares of our common stock in this offering. \nThis purchase would be made at the initial public offering price per share and on the same terms as the other purchasers in this offering. \nBecause indications of interest are not binding agreements or commitments to purchase, either Mr. Yu or Mr. Liebenberg may determine\nto purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares to Mr. Yu\nor Mr. Liebenberg. The underwriters will receive the same underwriting discount on any shares purchased by Mr. Yu or Mr. Liebenberg\nas they will from any other shares sold to the public in this offering. The number of shares of common stock available for sale to the\ngeneral public will be reduced to the extent that Mr. Yu or Mr. Liebenberg purchase shares of common stock in this offering. See “Underwriting.”

Because Mr. Yu and Mr.\nLiebenberg are members of our senior management team and Mr. Yu also serves as Chairman of our board, their personal investment interests\nmay differ from those of other investors. Their participation in this offering may give rise to actual or perceived conflicts of interest\nin connection with the allocation of shares and the distribution of the shares offered in this offering. Although their purchases, if\nany, will be made at the initial public offering price and on the same terms as those applicable to other purchasers, we cannot assure\nyou that their participation will not affect investor perceptions of this offering or the allocation of shares among prospective investors.\nIn addition, the purchase of shares by Mr. Yu or Mr. Liebenberg, or their respective affiliates, may be viewed by prospective investors\nas an indication of their confidence in our company, although such participation should not be regarded as a guarantee of our future\nperformance or the success of this offering.

We cannot assure you that\nMr. Yu or Mr. Liebenberg, or their respective affiliates, will purchase any shares in this offering or that the final allocation\nof shares will be consistent with their respective indications of interest. Any actual or perceived conflicts of interest, or any reduction\nin the number of shares available to other investors, could adversely affect investor perceptions of this offering or the market for\nour common stock following the offering.

Additionally, the Insider\nShares are subject to a lock-up agreement in favor of the underwriters and may not be resold to the public until 180\ndays after the date of this prospectus, and otherwise in compliance with the Securities Act. However, upon the expiration of the Lock-up\nPeriod (as defined below), the possibility that Mr. Yu or Mr. Liebenberg, or their respective affiliates, may sell some or all of\ntheir Insider Shares, subject to applicable resale restrictions, could increase the number of shares available for trading in the public\nmarket and create additional selling pressure on our common stock. Any such sales, or the market’s perception that such sales may\noccur, could adversely affect the market price of our common stock.

We\nare highly dependent on our senior management team and other highly skilled personnel. If we are unable to attract, retain and maintain\nhighly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business\nand results of operations would be harmed.

Our\nbusiness operations are highly dependent on the continued services of our senior management team, particularly Mr. Jay Jiang Yu,\nour Chief Executive Officer and Chairman, and Mr. Christo J. Liebenberg, our President. Our senior management team has extensive\nexperience in the energy and finance industries, and we believe that their depth of experience is instrumental to our continued success.\nSee “Management” for further details. The loss of any one or more members of our senior management team, for any reason,\nincluding resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on\nour business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

In\naddition, our ability to execute our plans and grow our company will depend in large part on our ability to attract, motivate, develop,\nretain and maintain a sufficient number of other highly skilled personnel, including engineers, laser technology professionals, licensing\nspecialists, security experts, finance, marketing and sales personnel. Maintaining a diverse team of skilled personnel who can collectively\naddress the technical, regulatory, financial, and operational aspects of our business, including but not limited to, laser engineers\nand scientists, regulatory and licensing experts, safety and security experts, quality control and assurance managers, environmental\nand waste management experts, and financial and legal professionals, is also essential to our business. Our goal is to build a well-rounded\nand experienced team with expertise in these areas to ensure the development, operation, and commercialization of our business, while\nensuring safety, regulatory compliance, and long-term viability.

However,\nif we are unable to attract, retain, and maintain our senior management team and other highly skilled personnel, we may not be able to\nimplement our business strategy, and our business, financial condition and results of operations may be adversely and materially affected.\nIf any of our senior management team members were to terminate his or her employment with us, there can be no assurance that we would\nbe able to find suitable replacements in a timely manner, at acceptable cost or at all. The loss of services of senior management team\nmembers or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and\nadversely affect our business, financial condition, results of operations and prospects.

Failure\nto establish and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse\neffect on our business and stock price.

Prior\nto the completion of this offering, we have been a private company with limited accounting personnel to adequately execute our accounting\nprocesses and limited supervisory resources with which to address our internal control over financial reporting. As a private company,\nwe have not designed nor maintained an effective control environment as required of public companies under the rules of the SEC implementing\nSection 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal\ncontrol over financial reporting for that purpose. Specifically, we lack a sufficient number of professionals with an appropriate level\nof accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately\nwhile maintaining appropriate segregation of duties.

Upon\nbecoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the\nSarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and\nprovide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose\nchanges made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment\nof our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to\nbe filed with the SEC.

Proper\nsystem of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public\ncompany. We may be unable to effectively establish such system, especially in light of the fact that we expect to operate as a publicly\nreporting company. This would leave us without the ability to reliably assimilate and compile financial information about our company\nand significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from\nmany perspectives.

Moreover,\nwe do not expect that disclosure control or internal control over financial reporting, even if established, will prevent all error and\nall fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the\ncontrol system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource\nconstraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in the control\nsystem, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.\nFailure of our control system to prevent error or fraud could materially adversely impact us.

Our\nability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational,\nfinancial and management controls and infrastructure, human resources policies and reporting system. These enhancements and improvements\nwill require significant capital expenditures and allocation of valuable management and employee resources.

We\nexpect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future\ngrowth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting\nsystem. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing\ncontrols, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results.\nAdditionally, rapid growth in our business may place a strain on our human and capital resources. We expect our technology to be\nclassified, therefore, we will not conduct our enrichment operations internationally. All LIST technology development, enrichment\nactivities, and EUP production will remain on U.S. soil. However, we may sell EUP to international utilities in compliance with U.S.\nregulatory requirements and export controls. These diversified, global operations place increased demands on our limited resources\nand require us to substantially expand the capabilities of our administrative and operational resources and to attract, train,\nmanage and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which may\nadversely affect our business, financial condition and results of operations.

We\nwill incur significantly increased costs as a result of, and devote substantial management time to operating as, a public company.

As\na public company after this offering, we will incur significant legal, accounting, and other expenses that we did not incur as a private\ncompany. For example, we will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable\nrequirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations\nsubsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls, changes\nin corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and operating\nresults. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming\nand costly. In addition, our management and other personnel will need to divert attention from operational and other business matters\nto devote substantial time to these public company requirements. We will also need to hire additional accounting and financial staff\nwith appropriate public company experience and technical accounting knowledge and will need to establish an internal audit function.\nWe also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance,\nand we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more\ndifficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.\nIn addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS Act we expect to incur\nadditional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed\naccelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct. We are just beginning the process of compiling the system and processing documentation needed to comply with such requirements.\nWe may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In that regard, we currently\ndo not have an internal audit function, and we will need to hire or contract for additional accounting and financial staff with appropriate\npublic company experience and technical accounting knowledge.

We\ncannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such\ncosts.

We\nare an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable\nto emerging growth companies will make our common stock less attractive to investors.

We\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting\nrequirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor\nattestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and\nproxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder\napproval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company,\nwe have elected to use the extended transition period for complying with new or revised accounting standards until those standards would\notherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers\nwho are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies,\nwhich may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer\nbe able to use the extended transition period for complying with new or revised accounting standards.

We\nwill remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of\nour listing; (2) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (3) the date on which\nwe have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date\non which we are deemed to be a “large accelerated filer” under the rules of the SEC.

We\ncannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. For example, if we do\nnot adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of\ncertain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result,\nthere may be a less active trading market for our common stock, and our stock price may be more volatile.

If\nour estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely\naffected.

The\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\namounts reported in our financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on\nshort duration historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided\nin the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical\nAccounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values\nof assets, liabilities, and equity, and the amount of revenue and expenses. Significant estimates and judgments involve: legal contingencies;\nvaluation of our common stock and equity awards; and income taxes. Our results of operations may be adversely affected if our assumptions\nchange or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the\nexpectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

Our\ncurrent insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.

We\ncurrently maintain D&O liability insurance, workers’ compensation insurance, and general liability and property insurance.\nHowever, our existing policies may include significant deductibles, self-insured retentions, limitations, and exclusions, and we cannot\nbe certain that our coverage will be sufficient to address all future losses or claims. We do not carry key-man life insurance or business\ninterruption insurance. A loss that is uninsured or exceeds our policy limits may require us to pay substantial amounts out of pocket,\nwhich could harm our financial condition and operating results. We also do not maintain specialized nuclear or radiological liability\ninsurance or environmental and pollution liability insurance. We have made this determination in light of our current stage of development\nand the nature and scope of our activities to date. However, our lack of such coverage, or the limitations of any coverage we may obtain,\ncould expose us to significant financial losses if claims, accidents, contamination events or other liabilities arise. In addition, our\nexisting insurance policies may contain exclusions, limitations, deductibles or sublimits applicable to nuclear materials, radioactive\ncontamination, pollution or environmental damage, and we may not be able to recover the full amount of any loss under those policies.

As\nwe continue to develop and commercialize our technology, our risk profile will change, and we will be required by applicable\nregulations and/or contractual obligations to obtain additional coverage, including specialized nuclear or radiological liability\ninsurance and environmental or pollution liability insurance, depending on the operational stage of our operations and applicable legal\nand regulatory requirements. Such coverage may not be available on commercially reasonable terms or in sufficient amounts. If we\nare unable to obtain adequate insurance on commercially reasonable terms, or if we incur substantial losses or liabilities not covered\nby our existing policies, our business and results of operations could be materially and adversely affected. Notwithstanding the foregoing,\neven if coverage is available, the premiums, deductibles and other costs may be substantial and could increase our operating expenses\nand capital requirements. We may also determine that certain coverage is not economically feasible, which could leave us exposed to material\nuninsured risks.

In addition, our uranium\nactivities is subject to regulatory requirements for financial assurance relating to construction, operations, and decommissioning. These\nfinancial assurance obligations are distinct from insurance coverage and may require us to provide surety bonds, letters of credit, trust\nfunds or other acceptable financial instruments. The amounts required may increase as our projects develop or as regulatory requirements\nchange, potentially restricting the availability of capital for other business purposes. Any accident, environmental release, contamination\nevent, third-party claim, regulatory violation, significant construction/operational delay, or other incident could result in substantial\ninvestigation, remediation, compensation, litigation, regulatory or other costs, including costs not covered by insurance or other financial\nassurance arrangements. Our inability to obtain adequate insurance or satisfy applicable financial assurance requirements could delay\nor prevent the development or operation of our projects. Any of these events could have a material adverse effect on our business, financial\ncondition, results of operations, cash flows and prospects.

We\nmay pursue strategic acquisitions to accelerate our growth. These potential acquisitions may not be successful. We may not be able to\nsuccessfully integrate future acquisitions or generate sufficient revenues from future acquisitions, which could cause our business to\nsuffer.

If\nwe buy a company or a division of a company, there can be no assurance that we will be able to profitably manage such business or successfully\nintegrate such business without substantial costs, delays or other operational or financial problems. There can be no assurance that\nthe businesses we acquire in the future will achieve anticipated revenues and earnings. Additionally:

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the\n key personnel of the acquired business may decide not to work for us;

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changes\n in management at an acquired business may impair its relationships with employees and customers;

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we\n may be unable to maintain uniform standards, controls, procedures and policies among acquired\n businesses;

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we\n may be unable to successfully implement infrastructure, logistics and system integration;

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we\n may be held liable for legal claims (including environmental claims) arising out of activities\n of the acquired businesses prior to our acquisitions, some of which we may not have discovered\n during our due diligence, and we may not have indemnification claims available to us or we\n may not be able to realize on any indemnification claims with respect to those legal claims;

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we\n will assume risks associated with deficiencies in the internal control of acquired businesses;

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we\n may not be able to realize the cost savings or other financial benefits we anticipated; and

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our\n ongoing business may be disrupted or receive insufficient management attention.

Future\nacquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover,\nto the extent an acquisition transaction financed by non-equity consideration results in additional goodwill, it will reduce our tangible\nnet worth, which might have an adverse effect on our credit and bonding capacity.

We\ndepend on third-party suppliers and strategic partners, and any failure by such parties to perform, contractual disputes, or changes\nin partner priorities, could affect delivery and timelines.

We\ndepend on third-party suppliers, vendors, contractors, and strategic partners to support the development, construction, and operation\nof our technology and planned facilities. These third parties provide critical goods, services, and expertise that are essential to our\nbusiness, and our ability to meet development and commercialization timelines is partially dependent on their timely and satisfactory\nperformance.

If\nany of our suppliers or strategic partners fail to perform as expected, experience operational, financial, or technical difficulties,\nor otherwise do not meet contractual obligations, our operations may be delayed, disrupted, or impaired. In addition, disputes may arise\nregarding contract terms, scope of work, pricing, performance standards, intellectual property rights, or other commercial matters, which\ncould result in delays, increased costs, or termination of key relationships.

We\nalso face the risk that our suppliers or partners may change their strategic priorities, reduce their focus on or commitment to our projects,\nallocate resources to competing customers or projects, or otherwise modify or terminate their relationships with us. Because certain\nof these relationships may involve specialized or limited suppliers, replacement of such third parties may not be available on commercially\nreasonable terms, or at all, and may require significant time and resources to identify and qualify alternative providers.

Any\nfailure by our suppliers or strategic partners to perform adequately, any material disputes with such parties, or any adverse changes\nin their business priorities could materially and adversely affect our ability to meet development schedules, control costs, and achieve\ncommercialization objectives, which in turn could have a material adverse effect on our business, financial condition, results of operations,\nand prospects.

As\nwe scale our organization and operations, we may face increased risks relating to program management complexity, schedule delays, cost\noverruns, procurement constraints, construction risks, insurance availability, and litigation or commercial claims.

As\nour business grows and our operations become more complex, we expect to undertake larger-scale development, engineering, construction,\nprocurement, manufacturing, regulatory, and commercialization activities. Scaling our organization and operations may increase the complexity\nof program management, coordination across multiple vendors and contractors, resource allocation, internal controls, and operational\nexecution. Our ability to successfully manage these activities will depend on numerous factors, many of which are outside of our control.

Large-scale\nprojects are inherently subject to risks of schedule delays and cost overruns arising from factors such as design changes, labor shortages,\nsupply chain disruptions, equipment delivery delays, contractor performance issues, permitting delays, inflationary pressures, adverse\nweather conditions, site conditions, financing constraints, and evolving regulatory requirements. In addition, procurement of specialized\nequipment, materials, and services may involve long lead times, limited supplier availability, or pricing volatility, which could adversely\naffect project timelines and budgets.

Our\nplanned facilities and operations may also expose us to construction risks, operational incidents, workplace safety events, property\ndamage, environmental liabilities, and other potential losses. Although we intend to maintain insurance coverage that we believe to be\nappropriate for our business, such coverage may not be available on commercially reasonable terms, may become more expensive, or may\nnot adequately cover all potential losses or liabilities. Certain risks may be uninsurable or subject to significant deductibles, exclusions,\nor coverage limitations.

As\nwe expand our operations and enter into additional commercial arrangements, we may also become subject to increased litigation risks,\ncontractual disputes, indemnification obligations, warranty claims, regulatory proceedings, or other commercial claims. Any significant\nproject delays, cost overruns, disputes, uninsured losses, or legal liabilities could adversely affect our reputation, increase our costs,\ndivert management attention, and materially and adversely affect our business, financial condition, results of operations, and prospects.

Risks\nRelated to Our Securities and this Offering

No\nactive trading market for our common stock currently exists, and an active trading market may not develop or be sustained following this\noffering.

Prior\nto this offering, there has not been an active trading market for our common stock. If an active trading market for our common stock\ndoes not develop following this offering, you may not be able to sell your shares quickly or at the market price. Our ability to raise\ncapital to continue to fund operations by selling shares of our common stock, and our ability to acquire other companies or technologies\nusing shares of our common stock as consideration, may also be impaired. The initial public offering price of our common stock will be\ndetermined by negotiations between us and the underwriters and may not be indicative of the market prices of our common stock\nthat will prevail in the trading market. Future sales of our common stock in the public market, or the availability of such shares for\nsale, could adversely affect the prevailing market price at such time and our ability to raise equity-related capital at a time and price\nwe deem appropriate.

The\ntrading price of our common stock may be volatile, and you could lose all or part of your investment.

Prior\nto this offering, there has been no public market for shares of common stock. The initial public offering price of our common stock will\nbe determined through negotiations between us and the underwriters. This price does not necessarily reflect the price at which\ninvestors in the market will be willing to buy and sell shares of our common stock following this offering. In addition, the trading\nprice of our common stock following this offering is likely to be volatile and could be subject to fluctuations in response to various\nfactors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common\nstock as you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations\nin the trading price of our common stock include the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	price\n and volume fluctuations in the overall stock market from time to time;

	●	volatility\n in the trading prices and trading volumes of nuclear energy, uranium enrichment, or clean energy stocks;

	●	changes\n in operating performance and stock market valuations of other nuclear energy or uranium enrichment companies generally, or those\n in our industry in particular;

	●	sales\n of shares of our common stock by us or our stockholders;

	●	failure\n of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company,\n or our failure to meet these estimates or the expectations of investors;

	●	the\n financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

	●	announcements\n by us or our competitors of new products, features, or services;

	●	the\n public’s reaction to our press releases, other public announcements and filings with the SEC;

	●	rumors\n and market speculation involving us or other companies in our industry;

	●	actual\n or anticipated changes in our results of operations or fluctuations in our results of operations;

	●	actual\n or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

	●	litigation\n involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

	●	developments\n or disputes concerning our intellectual property or other proprietary rights, including our LIST technology;

	●	announced\n or completed acquisitions of businesses, products, services or technologies by us or our competitors;

	●	new\n laws or regulations or new interpretations of existing laws or regulations applicable to our business including those governing nuclear\n materials, uranium enrichment, or export controls;

	●	changes\n in accounting standards, policies, guidelines, interpretations or principles;

	●	any\n significant change in our management; and

	●	general\n economic conditions and slow or negative growth of our markets including demand for low-enriched uranium or nuclear fuel.

In\nrecent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate\nto the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our\ncommon stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for\nour common stock shortly following this offering. If the market price of shares of our common stock after this offering does not ever\nexceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In\naddition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s\nsecurities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against\nus, could result in substantial costs and a diversion of our management’s attention and resources.

Certain\nrecent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility\nthat was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may\nmake it difficult for prospective investors to assess the value of our common stock.

In\naddition to the risks addressed above in “Risks Relating to Our Securities and this Offering — The trading price of our\ncommon stock may be volatile, and you could lose all or part of your investment,” our common stock may be subject to extreme\nvolatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats\nand initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such\nstock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause\nof such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the\nprice of our common stock, which may cause the price of our common stock to deviate, potentially significantly, from a price that better\nreflects the underlying performance of our business. Should our common stock experience run-ups and declines that are seemingly unrelated\nto our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing\nthe rapidly changing value of our common stock. In addition, investors of shares of our common stock may experience losses, which may\nbe material, if the price of our common stock declines after this offering or if such investors purchase shares of our common stock prior\nto any price decline.

If\nsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price\nand trading volume could decline.

The\ntrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about\nus or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities\nor industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities\nor industry analyst coverage and if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable\nresearch about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to\npublish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Future\nsales of our common stock or securities convertible into our common stock may depress our stock price.

Sales\nof a substantial number of shares of our common stock or securities convertible into our common stock in the public market after the\ncompletion of this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock\nand could materially impair our ability to raise capital through equity offerings in the future.

The\ncommon stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and\nshares held by our existing stockholders may also be sold in the public market in the future subject to the restrictions in Rule 144\nunder the Securities Act and the applicable lock-up agreements and leak-out agreements. Following the consummation of this offering,\nthere will be 74,869,742 shares of common stock outstanding immediately after this offering assuming full exercise of the underwriters’\nover-allotment option, and 74,444,742 shares of common stock assuming no exercise of the underwriters’ over-allotment\noption. In connection with this offering, our executive officers, directors, and their affiliates have agreed not to offer, issue,\nsell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of one\nhundred eighty (180) days from the date of this prospectus. In addition, any holder of 0.5% or more of our common stock prior to this\noffering who is not an executive officer, director or their affiliates will be subject to leak-out restrictions restricting sales\nof certain percentages of their common stock during a period ranging from 90 days to 180 days following the day immediately\nbefore the commencement of the trading of our common stock on Nasdaq. We also have agreed, subject to certain customary exceptions,\nnot to offer, sell, pledge or otherwise dispose of any shares of common stock or securities convertible into or exchangeable for common\nstock, file or cause to be filed any registration statement relating to the offering of any such securities, or complete any offering\nof debt securities (other than a traditional bank line of credit), without the prior written consent of the underwriters, for\na period of 180 days following the date of this prospectus. The underwriters may release these securities from lock-up\nrestrictions or leak-out restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority,\nInc. (or FINRA). We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other\nshareholder or the availability of these securities for future sale will have on the market price of our common stock. See “Underwriting”\nand “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities\nafter this offering.

Our\nfailure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

We\ncannot assure you that our securities will continue to be listed on Nasdaq even if our securities are listed on Nasdaq. Following this\noffering, in order to maintain our listing on Nasdaq, we will be required to comply with certain Nasdaq continuing listing rules, including\nthose regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, corporate governance\nand various additional requirements. If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be\nsubject to delisting. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability\nto sell or purchase our common stock when you wish to do so. In the event of a delisting, we can provide no assurance that any action\ntaken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market\nprice or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement\nor prevent future non-compliance with Nasdaq’s listing requirements.

Our\nmanagement will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Our\nmanagement will have considerable discretion over the use of proceeds from this offering. We currently intend to use the net proceeds\nfrom this offering for (i) the research and development of products and technology, including design optimization, site preparation\nand construction activities, test work and scoping studies, (ii) marketing and promotion, and business development activities and\n(iii) working capital and other general corporate purposes, including regulatory compliance, intellectual property protection, additional\nemployee hires, and additional contractor retainment. You will not have the opportunity, as part of your investment decision, to assess\nwhether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all\nof the net proceeds from this offering in ways that our stockholders do not desire or that do not necessarily improve our operating results\nor enhance the value of our common stock. The failure of our management to apply these proceeds effectively could, among other things,\nresult in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

You\nwill experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You\nwill incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 2,833,334\nshares in this offering at an assumed initial public offering price of $6.00 per share (the midpoint of the estimated price range\nset forth on the cover page of this prospectus) assuming no exercise of the over-allotment option by the underwriters, and after\ndeducting underwriting discounts and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution\nof $5.33 per share at the assumed initial public offering price. Additionally, to the extent that these warrants, or options we\nwill grant to our officers, directors and employees, are ultimately exercised, you will sustain future dilution. We may also acquire\nnew businesses or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders. Following\nthe completion of this offering, our board of directors has the authority, within any limitations prescribed by relevant laws and our\ncharter documents, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the\nexercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would\nreduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result\nin your interest in us being subject to the prior rights of holders of that preferred stock. See the section entitled “Dilution.”

An\ninvestment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related\nparty is offering any tax assurances or guidance regarding our company or your investment.

An\ninvestment in our company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue\nService nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than\nthe ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither\nwe nor any of our officers, directors or related parties are offering you tax or similar advice, nor are any such persons making any\nrepresentations and warrants regarding such matters.

Unanticipated\nchanges in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect\nour financial condition and results of operations.

We\nwill be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses\nin differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors,\nincluding:

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changes\n in the valuation of our deferred tax assets and liabilities;

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expected\n timing and amount of the release of any tax valuation allowances;

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tax\n effects of stock-based compensation;

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costs\n related to intercompany restructurings; or

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changes\n in tax laws, regulations or interpretations thereof.

In\naddition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes\nfrom these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeover\nprovisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our\ncommon stock.

Some\nof the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our\ncompany or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover\npractices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first\nnegotiate with our board of directors. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal\nto acquire or restructure us outweigh the disadvantages of discouraging such proposals.

We\nhave never paid dividends on our capital stock, and we do not anticipate to pay dividends for the foreseeable future.

We\nhave never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable\nfuture. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings,\ncapital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to\nfinance the development and growth of our business. Accordingly, you must rely on the sale of your common stock after price appreciation,\nwhich may never occur, as the only way to realize any future gain on your investment.

Our\nbylaws designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by\nour stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our\ndirectors, officers, or employees.

Our\nbylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located in the State\nof Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any\naction asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company\nor the Company’s stockholders, (iii) any actions asserting a claim arising pursuant to any provision of the NRS, the Articles of\nIncorporation or the bylaws of the Company, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs\ndoctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein\n(the “Nevada Forum Provision”). This, however, shall not apply to claims or causes of action brought to enforce a duty or\nliability created by the Securities Act, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.\nOur bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the United States federal\ndistrict court for the District of Nevada shall be the sole and exclusive forum for resolving any complaint asserting a cause of\naction arising under the Securities Act (the “Federal Forum Provision”). In addition, our bylaws provide\nthat any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and\nconsented to the Nevada Forum Provision and the Federal Forum Provision.

Section\n27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty\nor liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Nevada Forum Provision will not apply\nto suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive\njurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot\nwaive compliance with the federal securities laws and the rules and regulations thereunder.

We\nrecognize that the Nevada Forum Provision and the Federal Forum Provision in our bylaws may impose additional litigation costs on stockholders\nin pursuing any such claims, particularly if the stockholders do not reside in or near the State of Nevada. Additionally, the Nevada\nForum Provision and the Federal Forum Provision may limit our stockholders’ ability to bring a claim in a forum that they find\nfavorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors,\nofficers and employees even though an action, if successful, might benefit our stockholders. If the Federal Forum Provision is found\nto be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose\nadditional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The courts of the\nState of Nevada and the United States District Court may also reach different judgments or results than would other courts, including\ncourts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may\nbe more or less favorable to us than our stockholders.

CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS

The\ninformation in this prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation\nReform Act of 1995. All statements contained in this prospectus other than statements of historical fact, including statements regarding\nour future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations,\nare forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors\nthat may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements\nexpressed or implied by the forward-looking statements.

You\ncan identify some of these forward-looking statements by words or phrases such as “may,” “will,” “could,”\n“would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”\n“plan,” “believe,” “goal,” “is/are likely to,” “potential,” “project,”\n“target,” “continue” or the derivative of these terms or other similar expressions about the future,\nalthough not all forward-looking statements contain these words. The forward- looking statements in this prospectus are only predictions\nand are based largely on our current expectations and projections about future events and financial trends that we reasonably believe\nmay affect our business, financial condition, and results of operations. Although we believe the expectations reflected in any of our\nforward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking\nstatements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change\nand inherent risks and uncertainties.

These\nforward-looking statements present our estimates and assumptions only as of the date of this prospectus and are subject to several known\nand unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned not to place undue reliance on forward-looking statements,\nwhich speak only as of the dates on which they are made. Except as required by applicable law, we do not plan to publicly update or revise\nany forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise.\nImportant factors that could cause actual results to differ materially from those in the forward-looking statements include, but are\nnot limited to, those summarized below:

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Our\n ability to re-demonstrate and optimize enrichment results related to the CRISLA process.

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Our\n ability to develop industrial-scale equipment and utilize such equipment to enrich uranium.

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Our\n ability to develop industrial-scale equipment and utilize such equipment to enrich uranium.

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Our\n ability to design, finance, fabricate and integrate our uranium laser enrichment system,\n and to commercially produce and sell EUPs to utilities and advanced reactor companies.

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Our\n ability to design, construct and operate the Pilot Plant and the LEU-3 Facility for the commercial\n production of our EUPs.

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Our\n ability to raise substantial additional capital required to execute our business plan, which\n capital may not be available on acceptable terms, or at all.

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The\n risk of unanticipated regulatory requirements or actions by the NRC or other regulators that\n could impose additional barriers on our operations or otherwise adversely affect our business.

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The\n accuracy of our estimates regarding expenses, future revenues, capital requirements, and\n our ability to obtain additional financing.

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Our\n status as an early-stage, pre-revenue company with a business model and commercialization\n strategy that are still being developed and have not been fully validated.

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Our\n ability to maintain the confidentiality and security of classified technologies, including\n the risk of unauthorized disclosure, could result in the suspension or termination of our\n facility security clearance issued by the NRC or other relevant authorities.

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Our\n ability to obtain and maintain required security clearances from relevant government authorities\n for our personnel in a timely manner.

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Our\n ability to prevent or mitigate disruptions to our information technology systems, including\n those caused by cybersecurity incidents, data breaches, or system implementation failures.

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Our\n ability to obtain, maintain, and enforce adequate intellectual property protection for our\n technologies and products.

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The\n other risks identified in this prospectus including, without limitation, those under “Risk\n Factors,” “Management’s Discussion and Analysis of Financial Condition\n and Results of Operations,” and “Business” as such factors may\n be updated from time to time in our other filings with the SEC.

The\nforegoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or\nrisk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could\ndiffer materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth above\nunder “Risk Factors” and elsewhere in this prospectus. All subsequent written and oral forward-looking statements\nattributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above\nand throughout this prospectus. Prior to investing in our common stock, you should read this prospectus and the documents we have filed\nas exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual\nfuture results may be materially different from what we currently expect.

USE\nOF PROCEEDS

We\nestimate that we will receive net proceeds from this offering of approximately $15.1 million, after deducting estimated offering\nexpenses payable by us, and based upon an assumed initial public offering price of $6.00 per share (excluding any exercise of\nthe underwriters’ over-allotment option), the midpoint of the estimated price range set forth on the cover page of this\nprospectus.

We\nintend to use the net proceeds of this offering as follows:

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approximately\n 67.5% of the net proceeds from this offering for the research and development activities\n relating to our uranium enrichment products and technology, including the design and development\n of laser and separator technologies; site characterization activities at the LIST Island\n site, including environmental and other relevant technical studies; site preparation and\n construction activities; test work, including the testing and integration of systems and\n components; and scoping studies evaluating operational considerations, including transportation\n logistics and potential noise impacts;

●

approximately\n 12.5% of the net proceeds from this offering for marketing and promotion, and business development\n activities; and

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approximately\n 20% of the net proceeds from this offering for working capital and other general corporate\n purposes, including regulatory compliance, intellectual property protection, employee hires,\n and contractor retainment.

We\nmay change the amount of net proceeds to be used specifically for any of the foregoing purposes. The amounts and timing of our actual\nexpenditures will depend upon numerous factors. We may also use a portion of the net proceeds to acquire, license, and invest in complementary\nproducts, technologies, or additional businesses; however, we currently have no agreements or commitments with respect to any such transaction.

A\n$1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us from this offering\nby approximately $2.6 million, after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated\naggregate offering expenses payable by us and assuming no change to the number of shares of common stock offered by us as set forth on\nthe cover page of this prospectus.

The\nforegoing represents our current intentions based upon our present plans and business conditions to allocate and use the net proceeds\nof this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors.\nAs a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find\nit necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application\nof net proceeds from this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering\ndifferently than as described in this prospectus. Pending our use of the net proceeds from this offering, we intend to invest the net\nproceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments, and\nU.S. government securities.

Moreover,\ngiven our limited operating history, early stage of business and the fact that we adopted a legacy laser enrichment process (CRISLA),\nit is difficult to evaluate our business prospects and actual expenditures in the future. Further, our business plan and hence our roadmap\nto a commercial laser enrichment facility will be very costly, far more costly than the net proceeds we will receive from this offering.\nTo develop and implement our business as currently planned, we will need to raise substantial amounts of additional capital and we intend\nto raise such additional capital through public or private offerings of equity or equity-linked securities, traditional loans, commercial\ncollaborations such as licenses or joint ventures and, if available or desirable, government funding, including grants. No assurances\ncan be given that we will be able to raise additional capital when needed, and our inability to raise additional capital could lead to\nthe failure of our company.

DIVIDEND\nPOLICY

CAPITALIZATION

The\nfollowing table sets forth our cash capitalization as of July 31, 2026:

●

on\n an actual basis;

●

on\n a pro forma basis to give effect to the issuance of 3,300,000 shares of common stock upon\n the exercise of stock options subsequent to July 31, 2026; and

●

on\n a pro forma as adjusted basis to give effect to: (i) our issuance and sale of 2,833,334\n shares of our common stock in this offering at the assumed initial public offering price\n of $6.00 per share (the midpoint of the estimated price range set forth on the cover\n page of this prospectus), and (ii) the deduction of approximately $1,190,000 ($1,105,000 of underwriting discounts and $85,000 of non-accountable expense allowance) and approximately\n$730,370 of estimated offering expenses payable by us.

The\ninformation set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price\nand other terms of this offering as determined at pricing. You should read this table together with “Management’s Discussion\nand Analysis of Financial Condition and Results of Operations” and our audited condensed financial statements and related notes\nand unaudited condensed financial statements and related notes thereto included elsewhere in this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of July 31, 2026			Pro Forma As
	Actual			Pro Forma			Adjusted
Cash	$	18,791,693			$	21,319,193		$	36,398,827
Total liabilities		18,562,933				18,562,933			18,562,933

Stockholders’ Equity:
Preferred stock, $0.0001 par value per share; 25,000,000 shares authorized, no shares issued or outstanding, actual, pro forma or pro forma as adjusted
Common stock, $0.0001 par value, 275,000,000 shares authorized; 68,311,408 (including 2,250,000 unvested\n shares subject to forfeiture as of July 31, 2026), 71,611,408, and 74,444,742 shares issued and outstanding, actual, pro forma,\n and pro forma, as adjusted, respectively		6,606				6,936			7,219
Stock subscriptions		-				-			-
Additional paid-in capital		97,768,600				100,295,770			115,375,120
Accumulated deficit		(65,418,743	)			(65,418,743	)		(65,418,743	)
Total stockholders’ equity		32,356,463				34,883,963			49,963,597
Total capitalization	$	32,356,463			$	34,883,963		$	49,963,597

The\nnumber of shares of our common stock to be outstanding upon completion of this offering will be 74,444,742 shares, assuming no\nexercise of the over-allotment by the underwriters, which is based on 71,611,408 shares of our common stock outstanding\nas of October 14, 2026, and excludes, as of October 14, 2026 ⁽¹⁾:

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198,334 \n shares of common stock issuable upon the exercise of the Representative’s Warrant;

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

	●	983,711 \n shares of our common stock reserved for future issuance under our 2026 Plan;

	●	5,115,000 \n shares of our common stock underlying RSUs outstanding under our 2026 Plan;

	●	6,268,007 shares of our common\n stock underlying options outstanding under our 2023 Stock\n Option Plan; and

	●	17,672,000 \n shares of our common stock underlying options outstanding which are not governed by our 2023 Stock Option Plan.

(1) Such outstanding shares\ninclude 2,250,000 shares of common stock issued to Starfire Industries, which shares are subject to performance-based vesting conditions\ntied to the achievement of specific milestones within defined timelines and are subject to forfeiture and subsequent cancellation if\nsuch milestones are not achieved by the contractually specified dates. (See “Business – Material Agreements.”)

Each\n$1.00 increase (decrease) in the assumed initial public offering price of $6.00 per share (the midpoint of the estimated\nprice range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additional paid-in capital,\ntotal stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $2.6 million,\nassuming the number of shares, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts\nand estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares offered by us would increase\n(decrease) cash, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately\n$0.6 million, assuming the assumed initial public offering price of $6.00 (the midpoint of the estimated price range set\nforth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated\noffering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based\non the actual public offering price and other terms of this offering determined at pricing.

DILUTION

If\nyou purchase shares of our common stock in this offering, your interest will be diluted immediately to the extent of the difference\nbetween the assumed initial public offering price of $6.00 per share (the midpoint of the estimated price range set forth on\nthe cover page of this prospectus) and the pro forma as adjusted net tangible book value per share of our common stock immediately\nupon the consummation of this offering. Net tangible book value per share of common stock is determined by dividing our total\ntangible assets less total liabilities by the number of outstanding shares of our common stock. As of July 31, 2026, we had a\nhistorical net tangible book value of $30,528,927, or $0.46 per share of common stock. Our historical net tangible\nbook value per share represented total tangible assets less total liabilities, divided by 66,061,408 shares of our common\nstock outstanding as of July 31, 2026 (which excludes 2,250,000 outstanding\nbut unvested shares subject to forfeiture as of July 31, 2026), of which $nil shares of common stock were classified as mezzanine\nequity.

After\ngiving further effect to our sale of 2,833,334 shares of common stock in this offering at an assumed initial public offering price\nof $6.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), and after deducting\nunderwriters’ discounts and estimated offering expenses, upon the completion of this offering, our pro forma as adjusted\nnet tangible book value as of July 31, 2026 would have been $48.3 million, or $0.67 per share of common stock. This\nrepresents an immediate increase in net tangible book value of $0.19 per share of common stock to existing stockholders and an\nimmediate dilution in net tangible book value of $5.33 per share to new investors of shares in this offering. We determine dilution\nby subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor\npaid for a share of common stock in this offering.

The\nfollowing table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their\noption to purchase additional shares of common stock:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Offering\n Without Over-Allotment		Offering\n With Over-Allotment
Assumed public offering price per share	$	6.00		$	6.00
Historical net tangible book value (deficit) per share as of July\n 31, 2026	$	0.46		$	0.46
Pro forma net tangible book value (deficit)\n per share, as of July 31, 2026, before giving effect to this offering	$	0.48		$	0.48
Increase net tangible book value (deficit)\n per share	$	0.02		$	0.02
Increase in pro forma net tangible book value\n (deficit) per share attributable to new investors in this offering	$	0.19		$	0.22
Pro forma as adjusted net tangible book value\n per share after giving effect to this offering	$	0.67		$	0.70
Dilution per share to new investors in this\n offering	$	5.33		$	5.30

The\ndilution information discussed above is illustrative only and may change based on the actual initial public offering price and other\nterms of this offering.

Assuming\nthe underwriters’ over-allotment option is not exercised, each $1.00 increase (decrease) in the assumed initial public\noffering price of $6.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would\nincrease (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by approximately $2.6 million,\nor by approximately $0.04 per share of common stock and the dilution to new investors purchasing our common stock in this offering\nby approximately $0.96 per share, assuming the number of shares offered by us remains the same and after deducting the estimated\nunderwriting discount and estimated offering expenses payable by us. In addition, to the extent any stock options that we granted to\ncertain of our officers, directors, employees and permitted consultants, new investors would experience further dilution.

If\nthe underwriters exercise their over-allotment option in full to purchase 425,000 additional shares of common stock\nin this offering at the assumed initial public offering price of $6.00 per share (the midpoint of the estimated price range set\nforth on the cover page of this prospectus), the pro forma as adjusted net tangible book value per share after this offering would be\n$0.70 per share of common stock, the increase in the pro forma as adjusted net tangible book value per share would be $0.03\nper share of common stock and the dilution to new investors purchasing securities in this offering would be $5.30 per share of\ncommon stock.

The\nfollowing chart illustrates our pro forma proportionate ownership, upon completion of this offering by present stockholders and investors\nin this offering, compared to the relative amounts paid by each. The charts reflect payment by present stockholders as of the date the\nconsideration was received and by investors in this offering at the assumed public offering price. The chart further assumes no\nchanges in net tangible book value other than those resulting from the offering.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares\n Purchased	Total\n Consideration
	Number	Percent \n (%)		Amount \n ($)	Percent \n (%)			Per\n Share ($)
Existing stockholders	71,611,408	96	%	75,292,598	81.6	%	$	1.05
New investors	2,833,334	4	%	17,000,000	18.4	%	$	6.00
Total	74,444,742	100	%	92,292,602	100	%	$	1.24

The\ntable above assumes no exercise of the underwriters’ over-allotment option to purchase 425,000 additional shares\nin this offering. If the underwriters’ over-allotment option to purchase additional shares is exercised in full, the number\nof shares of our common stock held by existing stockholders would be reduced to 95.6% of the total number of shares of our common\nstock outstanding after this offering, and the number of shares of common stock held by new investors participating in the offering would\nbe increased to 4.4% of the total number of shares outstanding after this offering.

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198,334 \n shares of common stock issuable upon the exercise of the Representative’s Warrant;

\n \n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	983,711 \n shares of our common stock reserved for future issuance under our 2026 Plan;

	●	5,115,000 \nshares of our common stock underlying RSUs outstanding under our 2026 Plan;

	●	6,268,007\n shares of our common stock underlying options outstanding under our 2023 Stock Option Plan;\n and

	●	17,672,000\n shares of our common stock underlying options outstanding which are not governed by our 2023\n Stock Option Plan.

(1) Such outstanding\nshares include 2,250,000 shares of common stock issued to Starfire Industries, which shares are subject to performance-based vesting\nconditions tied to the achievement of specific milestones within defined timelines and are subject to forfeiture and subsequent cancellation\nif such milestones are not achieved by the contractually specified dates. (See “Business – Material Agreements.”)

MANAGEMENT’S\nDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
\nAND RESULTS OF OPERATIONS

You\nshould read the following discussion and analysis of our financial condition and results of operations together with the section titled\n“Summary of Consolidated Financial Information” and our audited financial statements and related notes, each included elsewhere\nin this prospectus. Data as of and for the years ended October 31, 2025 and 2024 has been derived from our audited consolidated financial\nstatements appearing at the end of this prospectus. Data as of and for the three and nine months ended July 31, 2026 has\nbeen derived from our unaudited interim consolidated financial statements appearing at the end of this prospectus, which have been prepared\non the same basis as our audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair\npresentation of the financial information. This discussion and other parts of this prospectus contain forward-looking statements, such\nas those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions.\nOur actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute\nto such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary\nNote Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

Overview

We\nare an early-stage uranium enrichment company focused on the development of patented and other proprietary laser-based uranium enrichment\ntechnologies and related capabilities for the production of enriched uranium to service the growing needs of the U.S. domestic and international\nnuclear energy industry. Our proprietary technology encompasses the CRISLA process, and other proprietary processes and systems.

Uranium,\nas a chemical element, exists as different isotopes, which have different atomic masses due to varying numbers of neutrons in their nuclei. \nNatural uranium dug out of the ground is roughly 99.3% U-238 (i.e., uranium with 238 neutrons) and only roughly 0.7% U-235. Enrichment\nis the mechanical process (traditionally through the use of high-speed gas centrifuges) of separating these isotopes by weight to increase\nthe concentration of U-235 to the levels required to sustain a nuclear chain reaction (typically 3% to 5% for commercial power reactors,\nor up to 20% for HALEU). Enriched uranium is a key\ncomponent used in the manufacture of nuclear fuel for commercial nuclear power reactors and other nuclear energy applications. Due to\nincreasing global demand for nuclear energy and the U.S. and other nations’ focus on next generation nuclear power technologies,\nthe development and expansion of nuclear reactors are expected to continue. As new nuclear reactors are designed, constructed, and brought\ninto operation, demand for nuclear fuel, including enriched uranium, is anticipated to increase accordingly.

Our\ntarget markets include operators of commercial LWRs as well as developers and operators of advanced nuclear reactor technologies, including\nSMRs and MMRs. Subject to obtaining the necessary regulatory approvals and developing commercial-scale operations, we intend to produce\nand supply enriched uranium to participants in our target markets. In December 2025, we received the Radiological Material License\nfrom the State of Tennessee to start Phase 1 and Phase 2 of our development plan in our Oak Ridge Test Demonstration Facility. This Radiological\nMaterial License authorizes us to conduct certain laboratory-scale activities involving radioactive materials. A cylinder of UF₆\nwas delivered to our Oak Ridge Test Demonstration Facility in October 2026, and experiments are expected to begin before the end of 2026.\nFurther, in October 2026, the NRC approved our SPPP for our Oak Ridge Test Demonstration Facility. This approval follows our initial\nSPPP submission on February 11, 2026. The submitted SPPP described the proposed security procedures and controls for our Oak Ridge Test\nDemonstration Facility’s “closed area” to safeguard classified matter associated with CRISLA laser enrichment process,\nas described further below. The NRC has deemed the submitted SPPP to be in accordance with the requirements of 10 CFR Part 25, 10 CFR\nPart 95, and 32 CFR Part 117. Furthermore, the proposed SPPP was found to provide reasonable assurance that we will adequately protect\nclassified matter and sensitive information in our possession. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which\nwill take place in due course. We are also required to receive a license from NRC prior to constructing\nand operating a commercial uranium enrichment facility. NRC licenses uranium enrichment facilities and authorizes the possession and\nuse of nuclear materials, ensuring that proposed equipment, facilities, and safety controls meet federal requirements for public health,\nenvironmental protection, and national security. As of the date of this prospectus, other than as described above, we do not hold any\nother licenses or approvals from the NRC or other regulatory authorities, and we have not yet commenced commercial production or sales\nof enriched uranium.

Our LIST technology includes,\namong other things, laser gas mixes, laser architecture, equipment configurations, standard operating procedures, calculations, and separator\ndesign and manufacturing which are unique to the LIST technology. Our core process is CRISLA, a U.S.-origin laser-based isotope enrichment\nprocess initially demonstrated in the early 1990s. Although CRISLA achieved successful experimental validation, its further development\nand commercialization, as well as the development of other U.S. laser-based uranium enrichment technologies, were not pursued to commercial\ndeployment during the 1990s, primarily due to changes in geopolitical conditions, uranium supply and demand, enrichment prices and broader\nmarket and financing conditions, rather than a determination that the underlying technology was technically infeasible. In recent years,\nthe U.S. has taken steps to strengthen its domestic nuclear fuel supply chain and reduce reliance on foreign sources of enriched uranium,\nincluding the enactment of the Prohibiting Russian Uranium Imports Act in 2024, which, subject to statutory exceptions and waivers, prohibits\nthe importation into the United States of unirradiated LEU produced in Russia or by a Russian entity. We believe these developments may\nincrease demand for domestic uranium enrichment services and support a more diversified U.S. nuclear fuel supply chain. We are seeking\nto revive, further develop and commercialize CRISLA to address this potential market opportunity. Based on our public research, we\nbelieve our company is the only company with a U.S.-origin and patented laser uranium enrichment technology. See “Business\n- Our LIST Technology” for detail. CRISLA utilizes lasers to selectively excite target isotopes within a controlled gas-flow\nenvironment, thereby enhancing the physicochemical differences between the target isotope and non-excited isotopes and enabling efficient\nseparation. A patent application relating to CRISLA process was filed with the USPTO in 2014 and a patent issued therefrom\nin June 2019. In July 2023, the CRISLA Patent was assigned to CRISLA, Inc. (which became our subsidiary in August 2023), and in March\n2024, it was further assigned to LIST.

Based\non our current expectations regarding industry developments and projected demand for nuclear fuel, our development plan is intended to\nposition us to participate in the nuclear fuel market as additional nuclear generation capacity and related fuel requirements emerge.\nOur ability to achieve the milestones set forth in our development timeline will depend on numerous factors, including the successful\ndevelopment and demonstration of our technology, the availability of financing, the receipt of required regulatory approvals and licenses,\nconstruction progress, market conditions, and similar or other factors both within and outside of control. We are currently conducting laboratory testing\nand other research and development activities relating to our laser enrichment technology. In parallel, we are evaluating and planning\npotential scale-up and commercialization activities, including preliminary engineering and design work for our LEU-3 Facility and the\npreparation of documentation that may be required in connection with future licensing activities with the NRC. However, there can be\nno assurance that we will successfully develop, license, or commercialize our technology, or that we will achieve our anticipated development\nmilestones on the timelines currently contemplated.

As\nof the date of this prospectus, we have not generated any revenues. We have incurred and accumulated net losses of $65,418,743,\nsince our inception on December 31, 2021 through July 31, 2026.

Overview\nof Operational Plan and Estimated Timelines for Corporate Achievements

We\nhave a limited operating history upon which to base an evaluation of our current and future business prospects. We were originally incorporated\nin December 2021 and are currently in the process of resurrecting a laser enrichment technology (CRISLA) that was proven in the early\n1990’s, while also focusing on the planning of our LEU-3 Facility (e.g. site preparation, licensing), as described in the “Business”\nsection of this prospectus. We do not expect to generate meaningful revenues for several years, if at all. In addition, we expect to\nincur significant operating expenses and capital expenditures in the near term and over the longer term as we continue to develop our\ntechnology, pursue regulatory approvals, construct and commission our planned facilities, and advance our business operations. There\ncan be no assurance that these efforts will result in the generation of revenues or profitability.

Our\nbusiness plan contemplates leveraging CRISLA for the enrichment, production and sale of uranium. We have focused, and will continue\nto focus, on advancing these efforts toward potential commercialization across four Phases, with Phases 1-3 running concurrently.\nAcross all four phases of our development plan, we engage, and expect to continue to engage, multiple contractors and consultants to\nsupport our operations and project development activities. Based on our current development plan, we believe that Phase 1 (which we\ncommenced in 2025) is expected to be conducted through 2027 with the goal of re-demonstrating and optimizing enrichment results\nrelated to the CRISLA process, Phase 2 (which we commenced in 2025) is expected to be conducted through 2028 with the goals of\ndeveloping industrial-scale equipment and utilizing such equipment to commence uranium enrichment, Phase 3 (which we commenced in\n2025) is expected to be conducted through 2030 for the preparation of LIST Island’s early site preparation and\nconstruction, the obtainment of a regulatory license from the NRC, the conceptual design of our LEU-3 Facility, and the construction\nof our Pilot Plant toward operational readiness in or around 2030, with a planned annual production capacity of approximately 50\nmetric tons of LEU and approximately 0.5 million SWU, respectively, and Phase 4 from 2028 onward to construct our\nLEU-3 Facility designed to produce approximately 500 metric tons of LEU per year in or around 2033, with a planned production capacity of\napproximately 5.0 million SWU per year.

As\nof the date of this prospectus, we have commenced testing or experimental activities relating to Phase 1 of our development plan.\nPhase 1 activities currently include laboratory-scale testing and optimization of CRISLA enrichment parameters. We have also commenced\nexperimental testing of industrial-scale equipment for Phase 2. Phase 2 activities currently include the scaling of some hardware\ncomponents and the renovation of the 150 Americus Property intended to house some of our Phase 2 operations. As of the\ndate of this prospectus, we have converted an industrial CO2 laser to a CO laser, which is to be used in our Phase 2 testing. We\nhave commenced certain preliminary activities relating to Phase 3; however, we have not yet commenced any research and development, experimental\nor testing activities related to Phase 3. Our Phase 3 activities are currently limited to preparatory work, including preparations for\nthe applicable licensing and regulatory processes, site environmental characterization, the construction of a Pilot Plant, and\nthe conceptual design work for our planned LEU-3 Facility. These preliminary activities do not constitute the commencement of\nconstruction or commercial operations of the LEU-3 Facility. We will not commence any construction or commercial operations in\nPhase 3 until we receive a license from the NRC to construct and operate the LEU-3 Facility. In addition, we have not yet commenced\nany activities relating to Phase 4. The timing and scope of our subsequent Phases 1-3 activities and the commencement, timing and scope\nof Phase 4 activities will depend on the successful completion of the applicable preceding preparation and development activities and\nthe satisfaction of applicable technical, regulatory, financing and other requirements. Our development plan is subject to change as\nwe continue to evaluate our technology, development results, regulatory requirements, financing needs and market conditions, and there\ncan be no assurance that we will complete any particular phase within our currently anticipated timeframe or at all.

Subject\nto the successful development of our LIST technology, the availability of financing, the receipt of required regulatory approvals and\nlicenses, and the successful construction and operation of the Pilot Plant, we subsequently plan to develop our commercial LEU-3 Facility\non the LIST Island (formerly known as Duct Island), a 206-acre brownfield site which we currently own in Oak Ridge, Tennessee, located\nadjacent to the historic K-25 uranium enrichment site where the world’s first uranium enrichment operations were conducted for\nthe Manhattan Project in 1942-1945. Our project name will be known as “Project FUEL,” which is short for Future Uranium Enrichment\nwith Lasers. In January 2026, we announced that our Project FUEL will be performed in the LEU-3 Facility. Based on our current expectations,\nwe anticipate that our LEU-3 Facility will commence operations in or around 2033 and be developed in phases. The initial phase\nis expected to have a planned enrichment capacity of approximately 3.0 million SWU per year. Subject to market conditions, financing\navailability, regulatory approvals, customer demand, and operational performance, we may subsequently expand the LEU-3 Facility to a\nplanned enrichment capacity of approximately 5.0 million SWU per year. Assuming both facilities (Pilot Plant and LEU-3 Facility) become\noperational and operate at their respective planned production capacities, we expect our aggregate planned production capacity to be\napproximately 5.5 million SWU per year. See “Business – Our Proposed Business Line – Laser Enrichment of Uranium.”

The\nabove timelines are estimates only and are subject to change based on a variety of factors, including the availability of funding, technical\nprogress, regulatory requirements, and other circumstances, many of which may be beyond our control. The timing, production capacity,\nand scale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject to substantial risks and\nuncertainties, including technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there\ncan be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected production capacities,\nor commence operations as currently planned. As of the date of this prospectus, we have commenced preparation of the NRC\nlicense application for our planned LEU-3 Facility and, subject to the completion of the required technical, environmental, and regulatory\nwork, as well as our continued assessment of the applicable licensing requirements, we currently anticipate submitting\nthe license application to the NRC during the first quarter of 2027. The timing of NRC review and any approval is uncertain\nand is subject to the NRC’s review process and other regulatory considerations. Based on our current expectations, NRC review could\ntake approximately 18 months following submission of the application; however, there can be no assurance regarding the timing or outcome\nof such review or whether any required license will be obtained.

Our\ncurrent development timeline is informed, in part, by our assessment of anticipated future demand for uranium enrichment services and\nEUPs. According to the UxC Report, the existing U.S. fleet of nearly 100 reactors, including three previously\nshuttered units that are being restarted, is expected to operate well into the 2050s and beyond. Under the low-case scenario presented\nin the UxC Report, U.S. nuclear capacity is projected to be approximately 114 GWe in 2045, compared to approximately 99 GWe of operable\ncapacity as of March 31, 2026. Under the high-case scenario, U.S. nuclear capacity is projected to increase to approximately 135 GWe\nby 2045. The projected U.S. SWU requirements range from approximately 11 million SWU in 2045 under the low-case scenario to approximately\n39 million SWU in 2045 under a high-growth scenario in which U.S. nuclear capacity approximately triples by 2050. By comparison, current\nU.S. domestic enrichment capacity is less than 5 million SWU per year, resulting in a projected supply gap of approximately 6 million\nto 35 million SWU per year, depending on demand growth assumptions.

Over\nthe next twelve months from the date of this prospectus, we will continue with the SEIT in our Oak Ridge Test Demonstration Facility\nto re-demonstrate and optimize the enrichment results related to the CRISLA technology achieved by Dr. Jeff W. Eerkens (the inventor\nof CRISLA laser enrichment) and his team in 1993. Since we are doing concurrent work across all three ongoing Phases (Phases 1, 2 and\n3) of our development roadmap to commercialization, costs are expected to be incurred for those three phases.

Across\nall three ongoing Phases of our development plan, we engage, and expect to continue to engage, multiple contractors and consultants to\nsupport our operations and project development activities. We currently estimate that our expenditures will be approximately $74\nmillion for the twelve months ending July 31, 2027. These expenditures are expected to include costs associated with the development\nof our laser enrichment process (CRISLA) and related projects, as well as general and administrative expenses, including compensation\nand support for personnel engaged in executive, finance, accounting, legal, regulatory, and other administrative functions.

Our\nlimited operating history and the early stage of our business make it difficult to evaluate our current business, prospects, and future\nperformance. Any assessment of our business and prospects must be considered in light of the uncertainties and risks associated with\nthe development of our technology and operations, as well as evolving conditions in the fuel cycle segment of the nuclear energy\nindustry. The fuel cycle segment of the nuclear energy industry is subject to a variety of factors, including governmental policies and\nregulatory developments, energy security considerations, technological advancements, the availability of financing, and changes in demand\nfor electricity, including demand associated with the growth of data centers and artificial intelligence-related computing infrastructure.\nThere can be no assurance that these or other factors will result in increased demand for our products or services or that we will be\nable to successfully execute our business strategy.

As\nof the date of this prospectus, we have not generated any revenues. We have incurred accumulated net losses of $65,418,743 since\nour inception on December 31, 2021 through July 31, 2026.

Factors\nand Trends Affecting Our Business and Results of Operations

●

Licensing\n and Permits: Obtaining the necessary permits and licenses can be a lengthy and complex\n process, subject to rigorous safety and environmental regulations. Delays or denials in obtaining\n these approvals can significantly impact a project’s timeline and cost.

●

Safety\n Compliance: Uranium enrichment operations involve the use of hazardous materials\n and complex industrial systems that must operate at high levels of availability and reliability.\n Incidents involving UF₆ handling, accidental releases, equipment failures, or unplanned\n shutdowns could result in personal injury, environmental harm, regulatory enforcement actions,\n reputational damage, and significant remediation costs. Our ability to meet customer delivery\n schedules depends on maintaining safe and reliable operations, effective quality control\n systems, and disciplined inspection and maintenance programs. We are subject to extensive\n regulation by the NRC, which will not issue a license for an enrichment facility unless it\n determines that we can operate such facility safely and in a manner that protects the health\n and safety of our employees and the public. As part of the licensing process, we will be\n required to complete an Integrated Safety Analysis (“ISA”), implement engineered\n and administrative controls designed to prevent accidents, and establish emergency preparedness\n and response plans to mitigate potential incidents. In addition, we are subject to applicable\n federal and state occupational health and safety requirements. For non-nuclear safety matters,\n including laser safety, chemical safety, and general industrial safety, we expect to comply\n with standards enforced by relevant authorities, including the Tennessee Occupational Safety\n and Health Administration (“TOSHA”), where applicable. Failure to obtain or maintain\n required regulatory approvals, or to operate in compliance with applicable safety standards,\n could have a material adverse effect on our business, financial condition, and results of\n operations.

●

Security\n and Cyber Risks: An enrichment facility is subject to heightened physical security\n requirements and may present an attractive target for cyber intrusion, sabotage, or theft\n of sensitive or classified information. A cybersecurity incident or physical security breach\n could disrupt our operations, compromise proprietary or sensitive information, and result\n in regulatory reporting obligations, enforcement actions, and significant remediation costs.\n In addition, compliance with evolving security requirements imposed by applicable regulatory\n authorities, including the NRC, may increase our operating costs and add complexity to our\n operations. Due to the potentially sensitive nature of our technology, certain aspects of\n our operations may be subject to classification, security requirements, or other restrictions\n imposed by the DOE and other applicable governmental authorities. If such requirements are\n imposed, certain personnel may be required to obtain and maintain security clearances and\n undergo specialized training relating to the handling and protection of classified information,\n materials, equipment, processes, and procedures. Compliance with these requirements could\n increase our operating costs, impose administrative burdens, and affect the timing and manner\n in which we conduct our operations.

●

Demand:\n The demand for any EUPs that we may be produce is uncertain,\n particularly because we have not entered into any offtake agreements or future fuel purchase\n agreements (“FFPA”) and further because we are several years away from being\n able to produce commercial scale quantities of enriched uranium. Our ability to secure such\n agreements will depend on a number of factors, including the successful development and demonstration\n of the technical and economic viability of our laser enrichment technology, the receipt of\n required regulatory approvals, market conditions, and customer demand. There can be no assurance\n that we will be successful in entering into any such agreements or that any such agreements\n will be entered into on favorable terms, or at all.

●

Specialized\n Equipment: The equipment used for laser enrichment relies on specialized components\n and materials, which may have limited availability in the U.S. or long lead times. Supply\n chain disruptions can impact project timelines and costs. We may have to procure some equipment\n (e.g. vacuum pumps) from abroad, until we have developed a local source.

●

Environmental\n Concerns: The handling and management of chemical and other materials associated\n with our operations, including UF₆ product and tails storage, HF, carbon monoxide (CO)\n laser gas, and any potentially radioactive waste, will be subject to applicable environmental,\n health, safety, and nuclear regulatory requirements. Such materials must be managed in a\n manner designed to minimize environmental impact and to comply with applicable laws and regulations.\n Proper treatment, storage, and disposal of chemical and radioactive waste, as well as decommissioning\n and end-of-life planning for our facilities, will be required throughout the lifecycle of\n our operations. These requirements may give rise to additional costs and operational obligations.\n Failure to adequately address these requirements could result in regulatory enforcement actions,\n including penalties, and could give rise to environmental, health, safety, or other liabilities.\n In addition, environmental incidents or non-compliance with applicable requirements could\n adversely affect public perception of our operations and may result in opposition to our\n activities or increased regulatory scrutiny.

In\naddition, the future development of our business towards ultimate commercialization of our products will require significant additional\namounts of capital resources. Since we do not anticipate generating meaningful revenues for several years, we intend to finance our future\ncash requirements for capital expenditures, research and development and business development activities, any acquisitions we may undertake\nand general working capital through cash on hand and public or private equity or debt financings, third-party (including government)\nfunding, or any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments,\nour existing stockholders would suffer dilution. In addition, there can be no assurance that we will be able to obtain the required financing\non favorable terms, or at all. Our inability to secure additional funding when needed could have a material adverse effect on our business,\nfinancial condition, and results of operations, and could ultimately impair the continuation of our business.

Results\nof Operations

We\nare an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future\nfinancial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Comparison\nof the Three Months Ended July 31, 2026 and 2025

Revenue

We\nhave not generated any revenue from our inception through July 31, 2026.

Expenses

Research\nand Development Expense

Our research and development\nexpenses primarily relate to the advancement of our CRISLA process and, to a lesser extent, other proprietary processes and systems.\nOur research and development activities during each period presented have been directed toward the advancement of the CRISLA process\nthrough Phase 1 laboratory testing, system integration, and process optimization. Expenditures associated with our other proprietary\nprocesses and systems gradually become smaller in scale and have related to early-stage design, modeling, and feasibility activities.

We expect that research\nand development expenditures will continue to be driven principally by the CRISLA process as we progress through Phase 1 and Phase 2\nof our development plan. As we advance toward Phase 3 and Phase 4, we anticipate that research and development activities will expand\nto include engineering, licensing, and facility-readiness work associated with commercial-scale enrichment systems. As a result, we expect\nfuture research and development expenditures to increase over time, with the mix of expenditures shifting toward activities required\nto support scaled hardware development, system integration, and preparation for commercial deployment. The timing and magnitude of these\nexpenditures will depend on the pace of development, the sequencing of discretionary activities, and the availability of capital.

Research\nand development expenses increased by $375,745, or 24%, to $1,940,342 for the three months ended July 31, 2026,\ncompared to $1,564,597 for the comparative period ended July 31, 2025, primarily due to a significant increase in research\nand development personnel, both internal and external, supporting design, modeling, and technical analysis. Particularly, the laboratory\nexpenses incurred in connection with the research and development of our CRISLA process were increased to $1,707,501 for the three\nmonths ended July 31, 2026 from $375,503 for the same period in 2025, and the laboratory expenses incurred in connection\nwith the research and development of our other proprietary processes and systems decreased to $232,841 for the three months\nended July 31, 2026 from $1,189,094 for the same period in 2025.

General\nand Administrative Expense (“G&A”)

Our\nG&A expenses consist of compensation costs for personnel in executive, management, regulatory, finance, accounting, and other\nadministrative functions. G&A expenses also include professional fees paid for legal, auditing and accounting\nservices, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs. Following\nthis offering, we expect we will incur higher G&A expenses for public company costs such as compliance with the regulations of the\nSEC and Nasdaq.

General and administrative\nexpenses increased by $1,074,429, or 71.4%, to $2,578,886 for the three months ended July 31, 2026, compared with $1,504,457 for the\nthree months ended July 31, 2025. The increase was primarily driven by higher personnel costs associated with headcount growth, increased\nprofessional fees, including legal, audit and accounting fees, higher travel and conference costs, and increased software, subscription\nand IT equipment expenses. No general and administrative expenses related to equity-based compensation occurred for the three months\nended July 31, 2026 or 2025.

Other Income

During the three months ended July 31, 2026, we earned interest income of $220,361 on cash held at a financial institution.

During the three\nmonths ended July 31, 2025, we earned interest income of $355,452 on cash held at a financial institution and also earned $181,042\nfor a DOE task and materials task order.

These amounts are included in “Other\nIncome” in the accompanying unaudited\nfinancial statement titled “Statements of Operations.”

Comparison of the Nine Months Ended\nJuly 31, 2026 and 2025

Revenue

We have not generated any\nrevenue from our inception through July 31, 2026.

Expenses

Research and Development Expense

Research and development\nexpenses increased by $8,868,221, or 344%, to $11,446,134 for the nine months ended July 31, 2026,\ncompared to $2,577,913 for the nine months ended July 31, 2025, primarily due to a significant increase in research\nand development personnel, both internal and external, supporting design, modeling, and technical analysis. Particularly, the laboratory\nexpenses incurred in connection with the research and development of our CRISLA process were increased to $10,072,598 for the\nnine months ended July 31, 2026 from $618,699 for the same period in 2025, and the laboratory expenses incurred\nin connection with the research and development of our other proprietary processes and systems decreased to $1,373,536 for the\nnine months ended July 31, 2026 from $1,959,214 for the same period in 2025. Equity based compensation included\nin research and development expense was $5,022,032 for the nine months ended July 31, 2026, compared to $489,931 for the\nsame period in 2025. Of the $5,022,032, approximately $3,000,000 (60%) reflected the fair value of 750,000 shares of common stock issued\nto Starfire Industries (as defined below), which vested immediately upon issuance. The remaining approximately $2,022,032 (40%) reflected\ncommon stock issued to consultants in payment for research and development services. An additional 2,250,000 shares of common stock are\nissuable to Starfire Industries upon the achievement of defined performance milestones within defined timelines and are subject to\nforfeiture and subsequent cancellation if such milestones are not achieved by the contractually specified dates. No expense has been\nrecognized for these shares. Any related compensation expense will be recognized as research and development expense in future periods\nif and when achievement of the milestones becomes probable. See “Business – Material Agreements.”

General and Administrative Expense

Our G&A expenses\nconsist of compensation costs for personnel in executive, management, regulatory, finance, accounting, and other administrative functions.\nG&A expenses also include professional fees paid for legal, auditing and accounting services, consulting services, regulatory and\ncompliance costs, lease and office costs, advertising costs, and insurance costs. Following this offering, we expect we will incur higher\nG&A expenses for public company costs such as compliance with the regulations of the SEC and Nasdaq.

G&A\nexpenses increased by $6,222,359, or 65%, to $15,782,713 for the nine months ended July 31, 2026,\ncompared to $9,560,354 for the nine months ended July 31, 2025, primarily due to an increase of approximately $5\nmillion in payroll and consulting costs related to services supporting our operations, approximately $352,000 increase in legal, audit\nand accounting fees and, to a lesser extent, increases in equity-based compensation granted to consultants for services rendered,\nprofessional fees, and other administrative costs. For the nine months ended July 31, 2026 and 2025, $5,453,211 and $4,857,171\nrespectively, of our general and administrative expenses corresponded to equity-based compensation.

Other\nIncome

During\nthe nine months ended July 31, 2026 and 2025, we earned interest income of $740,808 and $834,520, respectively,\non cash held at a financial institution and, also earned other income of $74,866 during the nine months ended July 31,\n2025 related to a U.S. Air Force Small Business Innovation Research award, and $181,042 for a U.S. Department of Energy task and materials\ntask order. These amounts were included in other income in the Condensed Consolidated Statements of Operations (Unaudited).

Comparison\nof the Years Ended October 31, 2025 and 2024

Revenue

We\nhave not generated any revenue from our inception through October 31, 2025.

Expenses

Research\nand Development Expense

Our\nresearch and development expenses primarily relate to the advancement of our CRISLA process and, to a lesser extent, other proprietary\nprocesses and systems. Our research and development activities during each period presented have been directed toward the advancement\nof the CRISLA process through Phase 1 laboratory testing, system integration, and process optimization. Expenditures associated with\nour other proprietary processes and systems gradually become smaller in scale and have related to early-stage design, modeling, and feasibility\nactivities.

Research\nand development expenses were $3,873,605 for the year ended October 31, 2025, compared to $1,424,000 for the year ended\nOctober 31, 2024, an increase of $2,449,605, or 172%. The increase was primarily driven by higher laboratory expenses, reflecting\nan increase in the internal and external research and development personnel supporting design, modeling, and technical\nanalysis, partially offset by lower equity based compensation. Particularly, laboratory expenses related to our CRISLA process were\nincreased to $812,082 for the year ended October 31, 2025 from $88,364 for the same period in 2024, and the laboratory expenses\nrelated to our other proprietary processes and systems were increased to $2,571,5924 for the year ended October 31, 2025 from $279,820\nfor the same period in 2024. Equity-based compensation included in research and development expense was $489,931 for the year ended October 31, 2025, compared to $1,055,816 for the year ended October 31, 2024.\nThe $1,055,816 for the year ended October 31, 2024 primarily reflected common stock issued to certain consultants for their research and\ndevelopment services rendered to us.

General\nand Administrative Expense

G&A\nexpenses increased by $1,659,154, or 16%, to $11,878,208 for the year ended October 31, 2025, compared to $10,219,054 for the year ended\nOctober 31, 2024. The increase was primarily attributable to employee payroll costs during the year ended October 31, 2025, which\nadded approximately $2.1 million (compared to no employee payroll costs during the year ended October 31, 2024), an increase of approximately\n$1.4 million consulting fees, and increases of approximately $1.0 million in the aggregate in travel, legal and professional fees, and\nother office and administrative costs to support the growth of our operations, partially offset by a decrease of $2,8 million in equity-based\ncompensation granted to outside consultants for services rendered.

During the year ended\nOctober 31, 2025, G&A expenses primarily consisted of $9.7 million in compensation costs, including $4.9 million in equity-based\ncompensation, $2.7 million in consulting fees, and $2.1 million in payroll costs.

During the year ended\nOctober 31, 2024, G&A expenses primarily consisted of $9.0 million in compensation costs, including $7.7 million in equity-based\ncompensation and $1.3 million in consulting fees. During the years ended October 31, 2025 and 2024, $4,857,171 and $7,738,568, respectively,\nof our G&A expenses corresponded to equity-based compensation.

Other\nIncome

During\nthe year ended October 31, 2025, we earned interest income of $1,156,579 on our cash held at a financial institution and earned $255,908\nunder a U.S Air Force Phase 1 contract and a DOE task order. These contracts are considered incidental to our principal operations and\nhave been classified as other income. During the year ended October 31, 2024, we earned interest income of $64,157 on our cash held at\na financial institution.

Liquidity\nand Capital Resources

Although\nwe incurred negative operating cash outflows of $14,819,401 for the nine months ended July 31, 2026, we had approximately\n$18.8 million in cash and working capital of approximately $14.9 million as of July 31, 2026, compared to approximately\n$33 million in cash and $32 million in working capital as of October 31, 2025. We also received gross proceeds of approximately $17 million\nfrom the private placement of our common stock at $3.50 per share in January 2026 and approximately $7 million from a private placement\nat $4.00 per share in March 2026. These proceeds, together with our existing cash resources, support our current operating, and research\nand development activities.

However,\nthe further development of our business and the advancement of our technology toward commercialization will require substantial\nadditional capital. Because we do not expect to generate meaningful revenues for several years, we intend to finance our\nfuture cash requirements for capital expenditures, research and development and business development activities, and general working\ncapital through cash on hand, this offering, other equity or debt financings, third-party (including government) funding,\nor any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments,\nor if outstanding stock options are exercised for cash, our existing stockholders would experience dilution. There\ncan be no assurance that we will be able to obtain the required financing on favorable terms, or at all. Our inability to secure additional\nfunding when needed could have a material adverse effect on our business, financial condition and results of operations.

We have not generated revenue\nto date and do not expect to generate meaningful revenue unless and until we complete development, regulatory licensing and commercialization\nof our laser enrichment technology. We will require additional capital to execute our current operating plan, including CRISLA process\nlaboratory activities, development of other proprietary processes and systems, facility development, research and development, business\ndevelopment activities, capital expenditures and general working capital. Management currently estimates cash requirements of approximately\n$74 million for the twelve months ending July 31, 2027, consisting of approximately $18 million for operating expenses, $28 million\nfor CRISLA process laboratory expenses, $4 million for other proprietary processes and systems, and $24 million for scaled facility development.\nThese estimates are based on management’s current plans and assumptions and are subject to revision.

Going\nConcern

As\npart of preparing our consolidated financial statements, management evaluated whether conditions and events exist that raise substantial\ndoubt about our ability to continue as a going concern within one year after the date the unaudited financial statements are issued.\nWe have incurred significant operating losses since inception and, as of July 31, 2026, October 31, 2025 and October 31, 2024,\nhad accumulated deficits of approximately $65.4 million, $35.7 million and $14.0 million, respectively, and negative operating\ncash flows for the nine months ended July 31, 2026 and the years ended October 31, 2025 and 2024. Management expects operating\nlosses and negative operating cash flows to increase from fiscal 2025 levels as we continue to invest in research and development and\nbusiness development activities.

To\ndate, we have not generated any revenue, and we do not expect to generate meaningful revenue unless and until we complete development,\nregulatory licensing and commercialization of our laser enrichment technology. We expect to incur significant expenditures in connection\nwith the continued development and scaling of our technology, the development and construction of our facilities, regulatory and licensing\nactivities, and our general corporate and operating expenses. Accordingly, we will require substantial additional capital to fund our\noperations and execute our business plan for the foreseeable future. Management currently estimates that cash requirements\nof approximately $74 million are needed over the next twelve months from the date that the accompanying unaudited financial\nstatement is issued, which consist of approximately $18 million for operating expenses, $28 million for CRISLA Process\nlaboratory expenses, $4 million for other proprietary processes and systems, and $24 million for scaled facility development. These\nestimates are based on our current operating plan and assumptions regarding the timing and cost of our planned activities and may change\nas a result of actual operating performance, changes in the scope or timing of our development and facility projects, regulatory requirements,\nconstruction costs and other factors.

As\nof July 31, 2026, we had cash of approximately $18.8 million, which, under our current operating plan, and assuming we proceed\nwith certain planned capital expenditures, our existing cash is expected to fund operations only into the first quarter of fiscal 2027.\nThe timing and amount of those capital expenditures are discretionary and within management’s control, and deferral of such expenditures\nwould extend this period. Management intends to fund the balance of projected requirements through additional financing for its business\noperations, which may include equity or debt financings (including this offering), strategic investments, commercial arrangements or\nother sources of capital. There can be no assurance that such financing will be available on acceptable terms, if at all, and because\nthese arrangements are outside our control, they have not been considered in management’s evaluation. These conditions, before\nconsideration of management’s plans described below, raise substantial doubt about our ability to continue as a going concern within\none year after the date these unaudited financial statements are issued. However, a substantial portion of our planned expenditures is\ndiscretionary, and management has the ability and intent, if financing is not obtained on a timely basis, to defer or sequence those\nexpenditures (including scaled facility development and a substantial portion of planned CRISLA Process laboratory activities) such that\nexisting cash is sufficient to fund our non-discretionary operating expenses and commitments for at least one year after the date these\nunaudited financial statements are issued. Management has concluded that these plans have alleviated the substantial doubt.

Notwithstanding the foregoing,\nmanagement reassesses cash expenditure estimates each quarter. Actual expenditures may differ materially from current estimates\ndue to changes in the scope or timing of development activities, facility expansion, regulatory requirements, operating costs or other\nfactors. In addition, we may use cash resources for acquisitions of complementary businesses or assets, which could accelerate the\nuse of cash. Management will reassess going concern in connection with our condensed consolidated financial statements in each subsequent\nquarter.

Summary Statement of Cash Flows for the Nine\nMonths Ended July 31, 2026 and 2025

The following table sets\nforth the primary sources and uses of cash for the periods presented below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\n Nine Months\n Ended July\n 31, 2026			For\n Nine Months\n Ended July\n 31, \n 2025
Net cash used in operating activities	$	(14,819,401	)		$	(5,424,157	)
Net cash used in investing activities		(24,875,909	)			(1,074,893	)
Net cash provided by financing activities		25,257,688				26,766,770
Net increase (decrease) in cash		(14,437,622	)			20,267,720

Cash Flows used in Operating Activities

Net cash used in operating\nactivities for the nine months ended July 31, 2026 was $14,819,401, which consisted of our net loss of $29,688,039,\nnet of non-cash items and changes in working capital accounts of $14,868,638.

Net\n cash used in operating activities for the nine months ended July 31, 2025 was\n $5,424,157, which consisted of our net loss of $18,247,839, net of non-cash\n items and changes in working capital accounts of $12,823,682.

Our cash used in operating\nactivities increased by $9,395,244 during the nine months ended July 31, 2026, due to an increase in net loss and\nchanges in working capital accounts. The significant increase in cash used in operating activities during the nine months ended\nJuly 31, 2026, as compared to the nine months ended July 31, 2025, was primarily attributable to increased research\nand development expenditures, additional regulatory and personnel-related costs incurred to support such activities, and additional office\nand professional fees.

Cash Flows used in Investing Activities

Net cash used in investing\nactivities for the nine months ended July 31, 2026 was $24,875,909, which consisted of leasehold improvements and\npurchases of property, plant and equipment. Net cash used in investing activities for the nine months ended July 31, 2025\nwas $1,074,893. The $23,801,016 increase in cash used was due to the purchase of the LIST Island for approximately $8 million,\npurchase of land and building (150 Americus Property) for approximately $6.1 million, approximately 9 million in year-to-date\npre-construction, design, and development costs related to the planned LEU-3 Facility.

Cash Flows provided by Financing Activities

Net cash provided by financing\nactivities was $25,257,688 for the nine months ended July 31, 2026, compared to $26,766,770 for the nine\nmonths ended July 31, 2025, a decrease of $1,509,082. For the nine months ended July 31, 2026, net cash provided\nby financing activities consisted of $24,226,692 of proceeds from private placements, $1,179,000 of proceeds from the exercise\nof stock options, and $148,004 payment of deferred offering costs. For the nine months ended July 31, 2025, net\ncash provided by financing activities consisted of $34,501,742 of proceeds from private placements and $7,734,972 of net\nproceeds from stock subscriptions for shares not yet issued as of July 31, 2025. The decrease was primarily due to the absence\nof stock subscription proceeds in the current period, partially offset by higher proceeds from private placements and proceeds from the\nexercise of stock options.

Commitments

As\nof July 31, 2026, we had one long-term operating lease for space located at 203 Victorius Blvd E, K-1330, Oak Ridge, TN, 37830.\nThis space is used for our corporate headquarters and covers approximately 7,000 square feet. We lease this space for $7,000 per month.\nThe lease has a term of 10 years, commencing from September 2, 2024 and ending on September 1, 2034. We also currently have access to\nan additional approximately 7,000 square feet of space in this building that we use for our Oak Ridge Test Demonstration Facility.

Summary\nStatement of Cash Flows for the Years Ended October 31, 2025 and 2024

The\nfollowing table sets forth the primary sources and uses of cash for the periods presented below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\nthe Year Ended October\n31, 2025			For\n the \n Year\n Ended \n October\n31, 2024
Net cash used in operating activities	$	(8,344,973	)		$	(3,198,191	)
Net cash used in investing activities		(1,821,970	)			(203,877	)
Net cash provided by\n financing activities		26,766,683				19,599,423
Net increase in cash		16,599,740				16,197,355

Cash\nFlows used in Operating Activities

Net\ncash used in operating activities for the year ended October 31, 2025 was $8,344,973, which consisted of our net loss of $21,539,326,\nnet of non-cash items of $12,587,155, and net of changes in working capital accounts.

Net\ncash used in operating activities for the year ended October 31, 2024 was $3,198,191, which consisted of our net loss of $13,680,723,\nnet of non-cash items of $10,902,581, and net of changes in working capital accounts.

Our\ncash used in operating activities increased by $5,146,782 during the year ended October 31, 2025, due to an increase in net loss and\nchanges in working capital accounts. The significant increase in cash used in operating activities during the year ended October 31,\n2025, as compared to the year ended October 31, 2024, was primarily attributable to increased research and development expenditures,\nadditional regulatory and personnel-related costs incurred to support such activities, and additional office and professional fees.

Cash\nFlows used in Investing Activities

Net\ncash used in investing activities for the year ended October 31, 2025 was $1,821,970, which consisted of leasehold improvements and purchases\nto property, plant and equipment. Net cash used in investing activities for the year ended October 31, 2024 was $203,877. The increase\nin net cash used in investing activities for the year ended October 31, 2025 compared to the year ended October 31, 2024 was primarily\ndue to leasehold improvements related to our leased facility in Oak Ridge, Tennessee.

Cash\nFlows provided by Financing Activities

Net\ncash provided by financing activities for the year ended October 31, 2025 was $26,766,683. Net cash provided by financing activities\nfor the year ended October 31, 2024 was $19,599,423. The increase was primarily due to higher proceeds from common stock issuances, which\nwere $34,501,655 for the year ended October 31, 2025, compared to $11,874,451 for the year ended October 31, 2024.

Commitments

As\nof October 31, 2025, we had one long-term operating lease for space located at 203 Victorius Blvd E, K-1330, Oak Ridge, TN, 37830.\nThis space is used for our corporate headquarters and covers approximately 7,000 square feet. We lease this space for $7,000\nper month. The lease has a term of 10 years, commencing from September 2, 2024 and ending on September 1, 2034. We have since been\ngranted access to an additional approximately 7,000 square feet of space in this same building that we use for our Oak Ridge Test Demonstration\nFacility.

Critical\nAccounting Policies and Estimates

Our\nconsolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the consolidated financial statements\nrequires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets\nand liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to\nbe critical when (i) the estimate or assumption is complex in nature or requires a high degree of judgment and (ii) the use of different\njudgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting\npolicies are described in our consolidated financial statements included elsewhere in this Registration Statement. Additional information\nabout our critical accounting policies follows:

In-process\nresearch and development

Our\nin-process research and development asset of $1,679,532 at July 31, 2026 represents laser isotope separation technology acquired\nin 2023, which we capitalized because, at the acquisition date, we had identified alternative future uses for the technology outside\nuranium enrichment, including the separation of stable isotopes for medical, semiconductor and quantum computing applications. The asset\nis not amortized. The determination not to amortize requires judgment about whether the related development effort is complete and the\ntechnology is available for its intended use, which depends on the progress and outcome of the NRC licensing process described in the\n“Risks Related to Our Industry and Business” section. We also assess the asset for impairment annually and whenever indicators\narise, which requires judgment about the likelihood of successfully re-demonstrating the enrichment results at scale, the timing and\noutcome of NRC review, and our ability to fund development through completion. A decision to abandon the development effort, or a significant\nadverse change in these factors, could result in an impairment charge of up to the asset’s carrying amount. See Notes 2 and 6 to\nour consolidated financial statements.

We capitalize the cost\nof acquired patents and other intangible assets used in research and development activities when such assets have alternative future\nuses, in accordance with ASC 730, Research and Development, and ASC 350, Intangibles—Goodwill and Other. Capitalized\npatents and other definite-lived intangible assets are amortized over their estimated useful lives, using the straight-line method unless\nanother method better reflects the pattern in which the economic benefits of the assets are consumed. Amortization of intangible assets\nused in research and development activities is included in research and development expense.

Capitalized in-process\nresearch and development (“IPR&D”) acquired in an acquisition is accounted for as an indefinite-lived intangible asset\nuntil the completion or abandonment of the associated research and development activities. Accordingly, such IPR&D is not amortized\nduring the development period but is tested for impairment at least annually and whenever events or changes in circumstances indicate\nthat the asset may be impaired. Upon completion of the associated research and development activities, the IPR&D asset is reclassified\nas a finite-lived intangible asset and amortized over its estimated useful life. If the associated research and development activities\nare abandoned, we evaluate the assets for impairment and recognize any impairment loss in accordance with applicable accounting guidance.

Management evaluates the useful lives and recoverability of capitalized intangible assets based on the relevant\nfacts and circumstances, including the nature of the underlying technology, expected economic benefits, technological obsolescence, and\nother relevant factors. Management has not identified any indicators of impairment of the our IPR&D asset as of July 31, 2026.

Leases

We\nrecognize right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either\nfinance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or\non a straight-line basis over the term of the lease. As of July 31, 2026 and October 31, 2025, we had one long-term operating\nlease.

Long-term\nleases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet\npaid. We use our incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily\ndeterminable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancellable by the lessee and lessor\nwithout significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. We\nhad a short-term lease related to lab and office facilities which did not meet the criteria for capitalization during the three months\nended July 31, 2026 and 2025, as well as during the fiscal year ended October 31, 2025.

Equity-Based\nCompensation

Equity-based\ncompensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized\nbased on each instrument’s grant-date fair value over the period during which the award vests.

Emerging\nGrowth Company (“EGC”) Accounting Election

Section\n102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private\ncompanies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect\nnot to take advantage of the extended transition period and comply with the requirements that apply to non-EGCs. Following the completion\nof this offering, we expect to continue to qualify as an EGC, and, so long as we remain an EGC, we intend to avail ourselves of\nthe extended transition period for complying with new or revised accounting standards available to EGCs.

Recent\nAccounting Pronouncements

Our\ncondensed consolidated financial statements included elsewhere in this registration statement contain more information about recently\nadopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, including the timing of their adoption,\nand our assessment, to the extent we have made one yet, of their potential impact on us.

BUSINESS

Overview

Our\ntarget markets include operators of commercial LWRs as well as developers and operators of advanced nuclear reactor technologies,\nincluding SMRs and MMRs. Subject to obtaining the necessary regulatory approvals and developing commercial-scale operations, we\nintend to produce and supply enriched uranium to participants in our target markets.

In December 2025, we\nreceived the Radiological Material License from the State of Tennessee to start Phase 1 and Phase 2 of our development plan in our Oak\nRidge Test Demonstration Facility. This Radiological Material License authorizes us to conduct certain laboratory-scale activities involving\nradioactive materials. A cylinder of UF₆ was delivered to our Oak Ridge Test Demonstration Facility in October 2026, and experiments\nare expected to begin before the end of 2026. Further, in October 2026, the NRC approved our SPPP for our Oak Ridge Test Demonstration\nFacility. This approval follows our initial SPPP submission on February 11, 2026. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which\nwill take place in due course. The submitted SPPP described the proposed security\nprocedures and controls for our Oak Ridge Test Demonstration Facility’s “closed area” to safeguard classified matter\nassociated with CRISLA laser enrichment process, as described further below. The NRC has deemed the submitted SPPP to be in accordance\nwith the requirements of 10 CFR Part 25, 10 CFR Part 95, and 32 CFR Part 117. Furthermore, the proposed SPPP was found to provide reasonable\nassurance that we will adequately protect classified matter and sensitive information in our possession.

We\nare also required to receive a license from NRC prior to constructing and operating a commercial uranium enrichment facility.\nNRC licenses uranium enrichment facilities and authorizes the possession and use of nuclear materials, ensuring that proposed equipment,\nfacilities, and safety controls meet federal requirements for public health, environmental protection, and national security. As of the\ndate of this prospectus, we have commenced preparation of the NRC license application for our planned LEU-3 Facility and, subject to\nthe completion of the required technical, environmental, and regulatory work, as well as our continued assessment of the applicable licensing\nrequirements, we currently anticipate submitting the license application to the NRC during the first quarter of 2027. The timing of NRC\nreview and any approval is uncertain and is subject to the NRC’s review process and other regulatory considerations. Based on our\ncurrent expectations, NRC review could take approximately 18 months following submission of the application; however, there can be no\nassurance regarding the timing or outcome of such review or whether any required license will be obtained. As of the date of this prospectus,\nother as described above, we do not hold any other licenses or approvals from the NRC or other regulatory authorities, and we\nhave not yet commenced commercial production or sales of enriched uranium.

Our\nLIST technology includes, among other things, laser\ngas mixes, laser architecture, equipment configurations, standard operating procedures, calculations, and separator design and manufacturing\nwhich are unique to the LIST technology. Our core process is CRISLA, a U.S.-origin laser-based isotope enrichment process initially demonstrated\nin the early 1990s. Although CRISLA achieved successful experimental validation, its further development and commercialization, as well\nas the development of other U.S. laser-based uranium enrichment technologies, were not pursued to commercial deployment during the 1990s,\nprimarily due to changes in geopolitical conditions, uranium supply and demand, enrichment prices and broader market and financing conditions,\nrather than a determination that the underlying technology was technically infeasible. In recent years, the U.S. has taken steps to strengthen\nits domestic nuclear fuel supply chain and reduce reliance on foreign sources of enriched uranium, including the enactment of the Prohibiting\nRussian Uranium Imports Act in 2024, which, subject to statutory exceptions and waivers, prohibits the importation into the United States\nof unirradiated LEU produced in Russia or by a Russian entity. We believe these developments may increase demand for domestic uranium\nenrichment services and support a more diversified U.S. nuclear fuel supply chain. We are seeking to revive, further develop and commercialize\nCRISLA to address this potential market opportunity. Based on our public research, we believe our company is the only company with\na U.S.-origin and patented laser uranium enrichment technology. See “Business - Our LIST Technology” for detail.

CRISLA\nutilizes lasers to selectively excite target isotopes within a controlled gas-flow environment, thereby enhancing the physicochemical\ndifferences between the target isotope and non-excited isotopes and enabling efficient separation. A patent application relating to\nCRISLA process was filed with the USPTO in 2014 and a patent issued therefrom in June 2019. In July 2023, the CRISLA Patent was assigned\nto CRISLA, Inc. (which became our subsidiary in August 2023), and in March 2024, it was further assigned to LIST.

As of the date of this prospectus,\nwe have not generated any revenues. We have incurred and accumulated net losses of $65,418,743 since our inception on December\n31, 2021 through July 31, 2026.

Our\nDevelopment Phases

Our\nbusiness plan contemplates leveraging CRISLA for the enrichment, production and sale of uranium. We have focused, and will continue to\nfocus, on advancing these efforts toward potential commercialization across four phases (as defined below), with Phases 1-3 running\nconcurrently. Across all four phases of our development plan, we engage, and expect to continue to engage, multiple contractors and consultants\nto support our operations and project development activities. Based on our current development plan, we believe that:

Phase\n1 (which we commenced in 2025) is expected to be conducted through 2027 with the goal of re-demonstrating and optimizing enrichment results\nrelated to the CRISLA process;

Phase\n2 (which we commenced in 2025) is expected to be conducted through 2028 with the goals of developing industrial-scale equipment\nand utilizing such equipment to commence uranium enrichment;

Phase\n3 (which we commenced in 2025) is expected to be conducted through 2030 for the preparation of LIST Island’s early site preparation\nand construction, the obtainment of a regulatory license from the NRC, the conceptual design of our LEU-3 Facility, and the construction\nof our Pilot Plant toward operational readiness in or around 2030, with a planned annual production capacity of approximately 50 metric tons of\nLEU and approximately 0.5 million SWU, respectively; and

Phase\n4 from 2028 onward to construct our LEU-3 Facility designed to produce approximately 500 metric tons of LEU per year in or around 2033, with\na planned production capacity of approximately 5.0 million SWU per year.

A SWU is a measure of effort required to enrich natural uranium into\nreactor-grade fuel, and to strip the tails (the by-product of enriched uranium) down to a specified level (i.e., the concentration\nof U-235 left in the tails). A SWU is not a unit of energy, but rather a mass-based measure of separation capacity and fuel processing\ncost to which value is attributed in the marketplace.

As\nof the date of this prospectus, we have commenced testing or experimental activities relating to Phase 1 of our development plan,\nincluding laboratory-scale testing and optimization of CRISLA enrichment parameters. We have also commenced experimental testing of\nindustrial-scale equipment for Phase 2. Our Phase 2 activities currently relate to the scaling of some hardware components and the\nrenovation of the 150 Americus Property intended to house some of our Phase 2 operations. As of the date of this prospectus,\nwe have converted an industrial CO2 laser to a CO laser, which is to be used in our Phase 2 testing. We have commenced certain preliminary\nactivities relating to Phase 3; however, we have not yet commenced any research and development, experimental or testing activities related\nto Phase 3. Our Phase 3 activities are currently limited to preparatory work, including preparations for the applicable licensing and\nregulatory processes, site environmental characterization, the construction of a Pilot Plant, and the conceptual design work for\nour planned LEU-3 Facility. These preliminary activities do not constitute the commencement of construction or commercial operations\nof the LEU-3 Facility. We will not commence any construction or commercial operations in Phase 3 until we receive a license from\nthe NRC to construct and operate the LEU-3 Facility. In addition, we have not yet commenced any activities relating to Phase 4.\nThe timing and scope of our subsequent Phases 1-3 activities and the commencement, timing and scope of Phase 4 activities will depend\non the successful completion of the applicable preceding preparation and development activities and the satisfaction of applicable technical,\nregulatory, financing and other requirements. Our development plan is subject to change as we continue to evaluate our technology, development\nresults, regulatory requirements, financing needs and market conditions, and there can be no assurance that we will complete any particular\nphase within our currently anticipated timeframe or at all.

Based\non our current expectations regarding industry developments and projected demand for nuclear fuel, our development plan is intended to\nposition us to participate in the nuclear fuel market as additional nuclear generation capacity and related fuel requirements emerge.\nOur ability to achieve the milestones set forth in our development timeline will depend on numerous factors, including the successful\ndevelopment and demonstration of our technology, the availability of financing, the receipt of required regulatory approvals and licenses,\nconstruction progress, market conditions, and similar or other factors both within and outside of our control. We are currently conducting laboratory testing\nand other research and development activities relating to our laser enrichment technology. In parallel, we are evaluating and planning\npotential scale-up and commercialization activities, including preliminary engineering and design work for our LEU-3 Facility and the\npreparation of documentation that may be required in connection with future licensing activities with the NRC. However, there can be\nno assurance that we will successfully develop, license, or commercialize our technology, or that we will achieve our anticipated development\nmilestones on the timelines currently contemplated.

Our\nVision, Government Support and Market Opportunity

Our\nVision

Our\nvision is to deliver a reliable and domestic supply of LEU for U.S. utilities and advanced reactor developers. Our development strategy\nis centered on a modular CRISLA enrichment approach, combined with phased commercialization efforts, early engagement with regulatory\nauthorities, and the development of strategic relationships with suppliers and other industry participants. We believe this approach,\nif successfully implemented, may support future capacity expansion through the deployment of additional modular units rather than reliance\non a single large-scale facility.

Government\nSupport

We believe that the U.S.\ngovernment is increasingly showing strong support for nuclear energy through various initiatives aimed at advancing nuclear technology.

Participation in DOE’s\nLEU Acquisition Program

The DOE has opened several initiatives in the last few years aimed at increasing the amount of LEU and HALEU available in\nthe U.S. The DOE has approximately $3.4 billion in congressionally appropriated funding to support domestic LEU and HALEU\nenrichment capabilities. In January 2026, the DOE announced $2.7 billion in task-order awards to three companies with high TRLs as part\nof the same DOE program.

According\nto the DOE publication entitled “Domestic Low Enriched Uranium Supply Chain,” the DOE signed contracts with six companies\nfor LEU enrichment that allows them to bid on future work. We have been selected as one of six participants in the DOE’s LEU acquisition\nprogram, in the form of a ten-year, multiple-award indefinite-delivery/indefinite-quantity (IDIQ) contract with the DOE (“DOE\nIDIQ contract”) entered into under the Nuclear Fuel Security Act of 2023, under which the DOE may order LEU-related studies, analyses\nand production work through individual task orders. Work is ordered only through such task orders, each of which specifies its own scope,\ndeliverables, schedule and pricing. While the DOE IDIQ contract has an aggregate ceiling of $3.4 billion across all six awardees, the\nDOE is not obligated to order any particular volume of work from us beyond a minimum ordering guarantee established under the DOE IDIQ\ncontract. Our participation remains subject to applicable eligibility requirements and program conditions, and the DOE may terminate\nthe DOE IDIQ contract, in whole or in part, for its convenience or for default in accordance with the standard Federal Acquisition Regulation\nprovisions incorporated therein. Under each task order, we generally furnish the personnel, facilities and materials necessary to perform\nthe ordered work and are compensated on the basis specified in that order; the DOE IDIQ contract does not fund the construction or operation\nof any enrichment facility, and we are responsible for the development, construction and operating costs associated with our laser-based\nuranium enrichment technology.

In\nconnection with the foregoing, in April 2025, the DOE’s Idaho Operations Office awarded us a time-and-materials task order under\nthe IDIQ contract, with a total ceiling of $515,000, for the preparation of a Production Strategy Report addressing various aspects of\nthe production of LEU in the United States. The report was required to be delivered within one month of award, with the balance of the\none-year performance period available for updates, refinements and follow-on analyses at the DOE’s direction. The task order did\nnot involve the construction or operation of any enrichment facility. We submitted the report and concluded our work under the task order\nin 2025. As of July 31, 2026, our account receivables from DOE for the work we have done was $181,042.

Our participation remains\nsubject to applicable eligibility requirements and program conditions, and the DOE retains discretion to modify, suspend or terminate\nprogram activities. Although we may apply for more funding from the DOE in future, we do not currently rely on this program for\nfunding. See “Business - Participation in the DOE LEU Acquisition Program.”

Incentives\nfrom the State of Tennessee

We\nhave been offered, and are in various stages of applying for and securing, a package of state and local economic incentives in connection\nwith our planned uranium enrichment facility in Oak Ridge, Tennessee, with an estimated aggregate potential value of more\nthan $200 million over the life of the incentives. The package consists of incentives and other support from the State of Tennessee,\napplicable local governmental authorities and the Tennessee Valley Authority (TVA), including potential tax credits, sales and use\ntax exemptions, a payment-in-lieu-of-taxes (PILOT) arrangement providing property tax abatement, cash grants and power-bill credits.\nMost of these incentives have not been finally awarded and remain subject to our satisfaction of specified conditions and performance\nrequirements, which may include, among others, the creation and maintenance of a specified number of jobs, minimum capital investment\nthresholds, wage requirements and project-related milestones, as well as, in certain cases, final approvals, execution of definitive\nagreements and payment of applicable fees. The estimated value of the package is based on projected levels of capital investment and\njob creation and would be realized, if at all, over a period of years; actual amounts may differ materially.

The\nterms and conditions of these incentives are set forth in accountability agreements, grant contracts, term sheets, offer letters and\napplications with the relevant government authorities. Where incentives have been or are expected to be documented in binding agreements,\nthose agreements generally provide that the applicable benefit may be reduced, suspended, terminated or subject to repayment (or “clawback”)\nif we fail to satisfy the applicable job creation, capital investment or other performance requirements; in certain cases, we may be\nrequired to repay all amounts previously received if performance falls below specified minimum thresholds. We remain responsible for\nall costs associated with the construction and operation of our planned facilities, and none of these incentives fund, or obligate any\nauthority to fund, the construction or operation of the facilities. Our interactions with TVA relate to potential power supply arrangements\nand our potential participation in TVA’s economic development programs, which do not currently obligate TVA to provide funding\nto us or to assume responsibility for the construction or operating costs of our planned facilities. As of the date of this prospectus,\nwe have not received any incentive or monetary support from the State of Tennessee, applicable local governmental authorities or the\nTVA.

Award\nfrom AFWERX - A Component of the Air Force Research Laboratory (AFRL)

On January 15, 2025,\nwe were awarded a Phase I Small Business Innovation Research (SBIR) contract (Contract No. FA864925P0078) by the U.S. Department\nof the Air Force, administered through AFWERX, a component of the AFRL, under a topic relating to nuclear fuel supply chain security.\nThe award is a firm-fixed-price federal procurement contract, fully funded in the total amount of $74,866, under which we agreed to perform\nPhase I research relating to our CRISLA enrichment process and to prepare and deliver a preliminary technical report and a final technical\nreport, subject to AFRL acceptance before payment. The contract contains customary federal terms, including performance and reporting\nrequirements, SBIR program eligibility conditions, provisions governing rights in technical data generated under the award, and stop-work\nand termination provisions. The award funds research and development activities only; it does not obligate the government to fund\nany future phase, procurement or commercial deployment, and does not constitute a commitment by the U.S. Department of the Air Force\nor any other U.S. government agency to procure our technology or to award us any future contract. We are responsible for all\ncosts beyond the funded amount. Participation in the SBIR program may help position us to compete for future government research\nor procurement opportunities, although we can provide no assurance that any such opportunities will result.

Although we have participated\nin certain government programs and received certain government incentives and awards as described above, we do not rely on government\nfunding as a source of capital necessary to sustain our current ongoing operations or to execute our current development plan.\nThe government incentives and program-related benefits we have received to date have been supplemental in nature and have not constituted\na material source of funding on which our current development plan depends. Our business plan, capital strategy and projected development\nactivities are designed by our management team primarily around privately sourced capital, including equity financing, strategic partnerships\nand potential commercial arrangements. Our management team has experience raising capital from both private and public sources, and our\ncurrent investor base includes investors with relevant industry experience who have expressed interest in our technology and business\nstrategy. We believe this approach provides us with greater flexibility in determining the timing and scope of our development activities\nbecause our current ability to continue advancing our technology and implementing our development plans is not contingent upon\nthe continuation, renewal or availability of any particular government funding program.

Our belief that we are\nnot currently dependent on government funding is based primarily on the fact that our existing operations and currently planned research\nand development activities are funded through our existing cash resources and other available sources of capital, rather than through\ngovernment grants or incentives. Based on our current development plan and timelines for Phase 1 and Phase 2, we believe that our existing\ncash resources may be sufficient to support a scaled and prioritized subset of activities associated with research and development activities\nthrough Phase 1 and Phase 2 of our development plan. That is, we may advance certain development efforts while deferring or sequencing\nother discretionary activities based on available resources. The other activities contemplated under Phase 1 and Phase 2 of our development\nplan, and the development and commercialization of our technology and products, particularly the development, licensing, construction\nand operation of commercial-scale enrichment facilities contemplated by Phase 3 and Phase 4 of our development plan, will require substantial\nadditional capital.

We will need to raise substantial\nadditional capital through one or more financing transactions, which may include equity or debt financings, strategic investments, commercial\narrangements, or other sources of capital, to implement our longer-term business plan and advance our technology toward commercialization.\nWe may seek and obtain government grants, incentives, contracts or other public funding (including through the DOE’s Loan Programs\nOffice, now known as the Office of Energy Dominance Financing) in the future to advance our development plan. However,\nwe have not based our current development plan or capital strategy on the receipt of any particular amount of future government funding,\nand our ability to advance our technology and development plan, particularly through the earlier phases, is not currently contingent\nupon government financial assistance. Any future government funding would be subject to applicable eligibility requirements, governmental\npriorities, application and approval processes, the availability and timing of appropriated funds and other conditions that may be outside\nour control. Accordingly, while government grants, incentives and other public funding in the future may provide valuable supplemental\nsupport as we progress, we believe that our current operations and development plan are not dependent upon the receipt of government\nfunding.

Our\nMarket Opportunity

The\nmarket opportunity for our technology and fuel products is expanding rapidly as global and domestic demand for nuclear fuel increases,\ndriven by renewed commitments to nuclear energy. For example, in May 2025, President Trump announced a long-term goal to quadruple\nnuclear power capacity in the United States by 2050, reflecting a strategic focus on nuclear energy as a cornerstone of national energy\nand climate policy. Nuclear power is increasingly recognized as a reliable, carbon-free source of baseload electricity that complements\nintermittent renewable generation and supports global decarbonization objectives.

Our\ncurrent development timeline is informed, in part, by our assessment of anticipated future demand for uranium enrichment services and\nEUPs. According to the UxC Report, the existing U.S. fleet of nearly 100 reactors, including three previously\nshuttered units that are being restarted, is expected to operate well into the 2050s and beyond. Under the low-case scenario presented\nin the UxC Report, U.S. nuclear capacity is projected to be approximately 114 GWe in 2045, compared to approximately 99 GWe of operable\ncapacity as of March 31, 2026. Under the high-case scenario, U.S. nuclear capacity is projected to increase to approximately 135\nGWe by 2045. As illustrated in the chart below, projected U.S. SWU requirements range from approximately 11 million SWU in 2045 under\nthe low-case scenario to approximately 39 million SWU in 2045 under a high-growth scenario in which U.S. nuclear capacity approximately\ntriples by 2050. By comparison, current U.S. domestic enrichment capacity is less than 5 million SWU per year, resulting in a projected\nsupply gap of approximately 6 million to 35 million SWU per year, depending on demand growth assumptions.

$\"\"$

Source:\nU.S. Enrichment Requirements Scenarios, 2026-2045 (UxC Report, 2026)

According\nto the UxC report, the growing global energy demand and shift toward low-carbon energy sources are driving the need for nuclear power\ngeneration. Nuclear reactors require a steady supply of enriched uranium for fuel, and expansions in existing reactors, along with new\nreactor constructions, are increasing uranium enrichment requirements. Governments and private players are investing in nuclear infrastructure\nto ensure energy security and reduce carbon emissions. This rising demand for nuclear power directly fuels the uranium enrichment market,\nas both LEU and HEU are essential for reactor operations. According to the World Nuclear Association, in 2024, nuclear reactors worldwide\ngenerated a record-breaking 2,667 TWh of electricity, the highest ever delivered by nuclear energy, helping avoid 2.1 billion tons of\nCO2 emissions from coal generation equivalents.

Uranium\nenrichment requires highly sophisticated technology and significant upfront investment in centrifuge, gaseous diffusion, or laser isotope\nseparation facilities. Construction, safety, regulatory compliance, and security measures contribute to enormous costs. Small and medium\nplayers often lack the financial and technical capability to enter the market. Operational complexity, high maintenance costs, and stringent\nlicensing procedures further restrict new facility development. These financial and technological barriers slow the pace of market growth\nand limit the expansion of enrichment capacity, especially in emerging regions that are seeking to establish nuclear fuel cycle infrastructure.\nIn addition, uranium and nuclear fuel markets face structural supply constraints and heightened geopolitical risk, underscoring the importance\nof resilient, diversified, and domestically anchored fuel supply chains. In the United States, energy security concerns have intensified\nthe urgency to reduce reliance on imported nuclear fuel, creating both policy and commercial momentum for advanced nuclear technologies\nand fuel-cycle innovations.

This\nopportunity is further reinforced by the rapid growth of AI and data center infrastructure, which is driving significant increases in\nelectricity demand. AI-driven computing requires continuous, high-reliability power, a need that aligns closely with nuclear energy.\nAs nuclear capacity expands to support climate objectives and digital infrastructure, demand for nuclear fuel and related supply chain\nand fuel cycle services may increase. Such developments may create potential opportunities in the nuclear fuel sector, including fuel\nsupply solutions. However, any ability of our company to participate in or benefit from these developments will depend on a variety of\nfactors, including technological, regulatory, and market conditions, many of which are outside our control.

Relationship\nwith NANO Nuclear

The\nenrichment technology and fast deployment are handled by our experts and project managers, with demonstrated ability to innovate and\ndeliver. NANO Nuclear, a related party, is primarily focused on the development of micro nuclear reactors and is also seeking\nto develop nuclear supply chain capabilities such as uranium mining, milling, conversion, transportation, and supply of uranium feedstock,\nand our business could benefit from these capabilities.

Following a $2 million investment\nprovided to us by NANO Nuclear in August 2024 as part of a seed round of investing in which NANO Nuclear purchased 2,666,667 shares of\nour common stock from us, on November 4, 2024, we entered into an agreement with NANO Nuclear to memorialize the terms of our business\ncollaboration. On September 8, 2026, given the passage of time and the evolution of our and NANO Nuclear’s respective businesses,\nwe amended and restated such agreement in its entirety, titling the agreement as a Joint Collaboration Agreement. Our Joint Collaboration\nAgreement is a framework for our current and proposed future work with NANO Nuclear and provides, among other matters, that (i) NANO\nNuclear will work towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆ feedstock\nfor our envisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched and deconverted\nUF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal “preferred\ncustomer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to enter into a future\narrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by NANO Nuclear and enriched\nand deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final sales price of such uranium\nproducts sold to customers shall be determined based on all costs and services related to conversion, enrichment, and deconversion. NANO\nNuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance with its enrichment\nand deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage split and other\nrelevant details, shall be set forth in the definitive agreement.

Under the Joint Collaboration Agreement, we and NANO Nuclear further agreed to (i) share costs of developing the\ncontemplated integrated fuel supply chain, particularly in the areas where there is an overlapping benefit to both companies, including\njoint marketing and sales efforts, and to allocate the costs on a case-by-case basis through mutual agreements in writing in accordance\nwith needs of the specific projects or activities involved and the proportional benefit to each of them and (ii) share in any jointly\ndeveloped intellectual property arising from the efforts of the parties. As of the date of this prospectus, we and NANO Nuclear have not\nyet entered into any definitive agreement regarding the foregoing commercial terms. The terms and timing of such agreement remain subject\nto the appropriate evolution of the businesses of our company and NANO Nuclear (such that each party could fulfill its obligations), and\nfurther future discussions and negotiations between the parties, including with respect to the applicable profit-sharing arrangements,\npricing, allocation of costs and expenses, responsibilities of the parties, and other commercial terms. The execution of such\nagreement will also depend on the progress and results of the parties’ technical and commercial development activities and, as\napplicable, the satisfaction of relevant regulatory and other requirements. Accordingly, there can be no assurance that the parties will\nenter into such agreement on the terms currently contemplated, or at all. See “Business – Material Agreements”\nand “Risk Factor - We may not be able to enter into the contemplated sharing proceeds definitive agreement with NANO Nuclear,\nwhich could adversely affect our ability to realize the anticipated commercial benefits of our partnership with NANO Nuclear”\nfor detail.

We may obtain uranium feedstock from various sources in the future, including\nNANO Nuclear, subject to the availability of supply, satisfaction of applicable regulatory requirements, and the negotiation and execution\nof definitive agreements in future. Our approach to risk management and operational oversight is supported by the resources, expertise,\nand technical assistance available through our management team and external industry relationships. We collaborate with NANO Nuclear\non certain matters relevant to our business, including regulatory strategy, industry developments, and other nuclear industry-related\nmatters. To facilitate coordination, we and NANO Nuclear have established a joint Project Management Office comprised of representatives\nfrom both parties. The Project Management Office serves as a communication and coordination forum through which the parties discuss regulatory\nmatters, nuclear industry-related matters, and other topics of mutual interest.

We\nand NANO Nuclear maintain an ongoing collaborative relationship and meet periodically to discuss areas of mutual interest, potential\ncollaboration opportunities, industry developments, and updates regarding our respective business strategies. In addition, NANO Nuclear\nmay provide us with technical and operational support through consultations with its subject matter experts on matters relevant to regulatory\nconsiderations and other industry-related topics when requested by us. NANO Nuclear is also an early investor in our company and, as\nof the date of this prospectus, has invested an aggregate of approximately $2.0 million in our company.

In\naddition to our collaboration with NANO Nuclear, we engage specialized consultants and contractors to support licensing, engineering,\nmanufacturability, and industrialization of our critical subsystems. We intend to establish an organizational structure that resembles\na mature nuclear project delivery team, rather than a standalone research and development effort, in order to support efficient project\nexecution, regulatory compliance, and timely progression from design through commercial deployment. This approach is intended to leverage\nexternal expertise while maintaining oversight and integration of all critical functions across our operations.

Our\nCompetitive Strengths

We\nbelieve we have the following competitive strengths relating to our LIST technology:

Compared\nto Centrifuges

Global\nuranium enrichment is currently dominated by gas centrifuge cascades. Centrifuge technology is well-established and efficient, but it\nrelies on very large numbers of precision rotating machines, complex cascade arrangements, and long manufacturing lead times. Our laser-based\nenrichment approach, using LIST technology, offers several potential advantages over conventional centrifuge enrichment:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Targeted\n Isotope Separation. Laser enrichment selectively targets U-235 (as defined below),\n whereas centrifuges rely on a mass-action separation process that affects all isotopes. CRISLA\n has demonstrated an enrichment factor β of 6.7 per stage, compared to approximately\n 1.25 per centrifuge stage. In practice, a higher β reduces the number of enrichment\n stages required to reach LEU assay levels, decreasing cascade complexity, facility footprint,\n and the quantity of stage equipment needed to achieve a given SWU capacity.

	●	Potentially\n Lower Capital and Operating Costs. Fewer enrichment stages, combined with a laser system\n designed for industrial duty cycles, can reduce both capital expenditure (“CapEx”)\n and operational expenditure (“OpEx”). Based on our current estimates, operating\n costs for laser-based enrichment are projected to be approximately $16.87 per SWU for the\n production of LEU. We estimate that the principal operating costs will consist of electricity\n for the laser and vacuum systems, personnel, HVAC, maintenance and other facility-related\n expenses. Based on our current assumptions, including 75% system availability, an electricity\n cost of $0.10 per kilowatt-hour (kWh), approximately 250 employees at an average annual compensation\n of $130,000 per employee, and approximately $13.5 million of annual HVAC, maintenance and\n other costs, total annual operating costs are estimated at approximately $92.8 million.\n Assuming the Pilot Plant and the LEU-3 Facility ultimately achieve an annual\n combined production capacity of approximately 5.5 million SWU, the estimated\n operating cost would be approximately $16.87 per SWU, calculated by dividing estimated annual\n operating costs of approximately $84.4 million by estimated annual production of 5.5\n million SWU. Assuming both facilities (Pilot Plant and LEU-3 Facility) become operational\n and operate at their respective planned production capacities, we expect our aggregate planned\n production capacity to be approximately 5.5 million SWU per year. These estimates are\n based on our current assumptions regarding facility design, system availability, electricity\n consumption, staffing and other operating expenses and are subject to change as we continue\n to develop and optimize our technology and facility. CapEx costs for our proposed LEU-3\n Facility on LIST Island are expected to be approximately $1.37 billion. For these purposes,\n we have assumed that we secure lending through institutional banks or the DOE Loan Programs Office, but we may avail ourselves of many other financing opportunities and structures to raise the capital we require.\n If the LEU-3 Facility and Pilot Plant eventually achieve our aggregated planned production\n capacity of 5.5 million SWU per year, the estimated capital cost would be approximately $13.00\n per SWU, with total OpEx and CapEx therefore being estimated to be approximately $30.00 per\n SWU. \n \n Based on industry studies of\n commercial centrifuge enrichment facilities, the levelized cost of centrifuge-based enrichment\n has historically been estimated at approximately $60 per SWU, although actual costs vary\n depending on facility size, capital costs, electricity prices, labor costs and other operating\n assumptions. This estimate is consistent with cost ranges reported by the OECD Nuclear Energy\n Agency in its Nuclear Fuel Cycle Transition Scenario Studies (2019). \n \n\n While we believe our technology at full scale can result in lower costs per SWU than historical enrichment technologies,\nreaders are cautioned that our beliefs as of the date of this prospectus are based on current CapEx and OpEx assumptions that may turn\nout to be inaccurate in the future (perhaps significantly) for numerous reasons, some of which are beyond our control, such as (i) the\nsignificant cost and type of necessary capital we will require to develop our technology and build our facility (and whether we will\nbe able to obtain such capital by loan or otherwise on the terms we assume, if at all), (ii), the relatively early stage of our company\nand (iii) the number of years it will take for our business to reach the commercial stage. \n\n

	●	Efficient\n Feedstock Utilization. The high selectivity of laser enrichment allows for more effective\n tails stripping, reducing the quantity of uranium feedstock required (“under-feeding”).\n Laser enrichment can also process tails from legacy enrichment programs, where assay levels\n may reach 0.4%.

	●	Flexible\n Product Assay. Laser enrichment systems allow for rapid adjustment of the assay, whereas\n centrifuge operations generally require down-blending to achieve the desired assay.

	●	Operational\n Flexibility. Laser enrichment systems can be started and stopped quickly, whereas centrifuges\n are susceptible to damage from resonances during startup or shutdown.

	●	Higher\n Product Purity. Unlike centrifuge-based enrichment, which separates uranium isotopes\n based primarily on differences in molecular mass, our CRISLA laser enrichment technology uses isotope-selective laser excitation to selectively interact with the targeted isotope, such as U-235.\nBy tuning the laser frequency to the relevant isotope-specific absorption characteristics, our laser enrichment process is designed to\npreferentially excite and separate the targeted isotope from other uranium isotopes. This isotope-selective mechanism provides a scientific\nbasis for greater isotope selectivity than conventional enrichment processes that rely primarily on mass differences. Conventional enrichment\ntechnologies such as gaseous diffusion and gas centrifuges rely on bulk physical properties (molecular mass differences and diffusion\nrates), rather than isotope specific interactions. Because these methods enrich all isotopes simultaneously based on mass, they inherently\nexhibit lower per stage selectivity compared to processes that target a specific isotope using tuned photon energy. Accordingly, we believe\nour laser enrichment technology has the potential to produce EUPs with higher isotopic purity than conventional enrichment technologies,\nsubject to process design and operating conditions. This expectation\nis based on the isotope-selective nature of laser excitation and a research published by Eerkens and Miller (2004) describing laser-driven\nisotope separation mechanisms that rely on selective vibrational excitation and photodissociation of the targeted isotopic species. However,\nour technology remains under development, and we have not yet demonstrated commercial-scale production of EUP with any particular level\nof isotopic purity or separation performance.

Compared\nto other Laser Enrichment Processes

Laser\nenrichment of uranium has been studied for over 50 years, with research conducted by approximately numerous countries, including\nbut not limited to, the United States, France, Japan, Russia, Germany, South Africa, Brazil, and South Korea. To date, none of these\nefforts have resulted in commercial operations, primarily due to technical and scaling challenges. Although we believe our CRISLA\nprocess incorporates design characteristics that may address or mitigate certain technical challenges encountered by prior laser enrichment\napproaches, we are an early development stage company, and our laser enrichment technology has not yet been commercialized. Significant\nadditional research and development, testing and validation, regulatory review and approvals, facility design and construction, and substantial\ncapital expenditures will be required before any commercial-scale enrichment operations can be achieved. We have not yet demonstrated\nthat our CRISLA process can achieve the technical performance, reliability, scalability or cost efficiency required for commercial deployment,\nand successful results at laboratory or pilot scale, if achieved, may not be predictive of commercial-scale performance. There can be\nno assurance that we will successfully develop, scale or commercialize our CRISLA process or that we will be able to obtain the substantial\nadditional capital required to implement our development plan.

Our CRISLA process excites a different\nUF₆ vibrational mode (3ʋ₃), enabling intra-cavity separation and high photon utilization without pulsed lasers or complex\nwavelength conversion. The continuous-wave architecture reduces active components, increases reliability, shortens repair times, and\nallows scalable, industrial enrichment. Accordingly, it offers a simplified, industrially applicable approach compared with prior laser\nenrichment methods, including AVLIS and MLIS.

In\nAVLIS, the vapor pressure of the uranium is very low, which limits the technology’s practicality for commercial-scale deployment.\nIn addition, severe corrosion and erosion issues occur on the collector plates due to exposure to high-temperature U-ions. Although AVLIS\ntechnology advanced to TRLs 6–7, it was never commercialized, despite more than $2 billion having been invested in its development\nin the United States over a period of approximately 20 years. These challenges illustrate the technical and economic difficulties associated\nwith scaling certain laser enrichment technologies to commercial operations, highlighting the importance of modular, high-efficiency\napproaches in achieving commercially viable enrichment. When it comes to CRISLA, it uses UF₆ gas in a continuous-wave laser system,\nwhich, we believe, can eliminate corrosion issues and support industrial-scale operation.

When\nit comes to MLIS, it relies on pulsed laser systems with complex wavelength conversion and multiplexing. Enrichment occurs only during\nlaser pulses, leaving gaps that require additional system complexity to increase the duty cycle. When it comes to CRISLA, it employs\ncontinuous-wave irradiation, which provides a 100% duty cycle, uniform photon-gas interaction, and simpler system architecture.

In\nboth the MLIS and CRISLA-based enrichment processes, UF₆ is used as feedstock. The UF₆ must be cooled to a temperature range\nof approximately 70–150 K. To achieve this temperature while avoiding condensation, the UF₆ gas mixture is adiabatically\nexpanded through a supersonic nozzle, as illustrated in Schematic 1 below. A laser beam irradiates the gas immediately downstream of\nthe nozzle throat, and the irradiated UF₆ gas continues to move in the downstream direction (left to right in the schematic).

Adiabatic\nexpansion of UF₆ gas is needed to cool the UF₆ such that the isotopes of UF₆ become “isotopically distinct.”\nThat is how a laser beam can selectively excite only uranium-235 hexafluoride (“²³⁵UF₆”). 235UF₆ refers\nto uranium hexafluoride containing U-235 as the uranium isotope component. The flow velocity of the UF₆ gas is typically 250-350\nm/s.

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Schematic\n1: Adiabatic expansion of a UF₆ gas mixture through a supersonic nozzle

In\ntypical 16 µm MLIS architectures, a complex configuration of high-pressure pulsed lasers, pulsed amplifiers, wavelength converters\nand multiplexers is employed, each of which presents its own technical challenges, as illustrated in Schematic 2 below. These pulsed\nlaser systems require high peak power, in part to facilitate wavelength conversion from approximately 10 µm to 16 µm, which\nadds to the complexity and operational demands of the system. “µm” is the designation for micrometers. For example,\na reference to “16 µm” (16 micrometers) denotes the infrared wavelength of light required to selectively target\nand separate different isotopes of uranium.

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Schematic\n2: The complexity and challenges with traditional 16µm MLIS

In Schematic 2, the following\nterms describe standard components generally used in laser-based optical systems and gas phase photon interaction equipment, including:

\n\n\n\n\n\n\n\n\n\n\n \n\n

	●	*HP\n TE CO₂ Laser* refers to a high-pressure, transversely excited carbon dioxide\n (CO₂) laser (“TE-CO₂ laser”). A TE-CO₂ laser uses an electrical\n discharge through a gas mixture to excite CO₂ molecules and generate infrared laser\n radiation. TE-CO₂ lasers are generally used in various industrial and scientific applications\n that require high-power continuous-wave or pulsed infrared laser output.

	●	*HP\n CO₂ PA* refer to a high-pressure CO₂ laser power amplifier. The device\n is designed to increase the power of a seed CO₂ laser beam by passing the beam through\n an additional excited CO₂ gain medium, which transfers energy to the laser beam through\n stimulated emission.

	●	*P-H₂\n Multipass LN₂ Raman Cell* refers to a para-hydrogen multipass Raman cell cooled\n using liquid nitrogen (LN₂). Raman cells are devices used in optical setups to enhance\n Raman interactions by controlling gas composition, temperature, and optical path length.\n Raman interactions are the inelastic light–matter interactions that occur when incident\n photons exchange energy with a molecule’s vibrational (or rotational) modes. These\n interactions are the physical basis of the Raman effect and all Raman-based technologies,\n including Raman cells, Raman spectroscopy, and stimulated Raman scattering. In this configuration,\n para-hydrogen gas is cooled to cryogenic temperatures to facilitate Raman scattering. A multipass\n optical arrangement increases the effective interaction length between the laser beam and\n the gas. When operated under appropriate conditions, the system can generate a beam at a\n longer wavelength than the pump beam. This process is known as stimulated Raman scattering\n and generally requires high peak power from the laser-amplifier system.

	●	MUX\n refers to a multiplexer,\n an optical device that combines multiple laser beams of the same wavelength into a single\n optical output path for transmission to downstream optical components.

As\nillustrated above in Schematic 2, enrichment in such systems occurs only during discrete laser pulses. Between pulses, the laser is not\nactive and no enrichment takes place, resulting in temporal gaps between successive pulses. Because the UF₆ gas stream moves at\nsupersonic velocities, a portion of the gas may not be exposed to laser irradiation during these intervals. One approach to reducing\nthese gaps is to increase the number of laser pulses through time multiplexing. However, this approach requires replication of already\ncomplex system components to increase the effective duty cycle of the system, including the use of multiplexers, as illustrated in Schematic\n2.

The\nresulting system complexity associated with 16 µm MLIS architectures has historically presented significant technical and operational\nchallenges. These challenges have limited the successful scale-up and commercialization of such systems despite substantial development\nefforts over multiple decades.

Our\n5.3 µm CRISLA system is designed with a simplified architecture relative to certain MLIS configurations. The laser systems operate\nat lower pressures and do not rely on pulsed CO₂ laser systems. Instead, the process targets a different vibrational mode of UF₆\n(the 3ν₃ mode), which requires operation at an alternative wavelength and the use of a different class of laser. These design\ncharacteristics are intended to enable a more streamlined laser architecture, as illustrated in Schematic 3 below.

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Schematic\n3: Lower complexity CRISLA system

Our\nCRISLA laser system is designed to utilize a single low-pressure continuous-wave (“CW”) carbon monoxide (“CO”)\nlaser and does not require complex wavelength conversion systems. As a result, the system does not rely on pulsed laser operation and\ninstead employs continuous-wave irradiation. The absence of temporal gaps in the laser beam reduces the need for time multiplexing, and\nthe UF₆ gas stream is intended to be continuously irradiated by the laser, as depicted in the schematic.

The\ncompetitive strengths and benefits of our CRISLA process outweigh the complexities of the traditional 16 µm MLIS process,\nand can be summarized as follow:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	CRISLA\n uses a CW laser source, which means there is always laser light present while there is UF₆\n present - 100% duty cycle, hence much more efficient. The CW laser technologies are widely\n used in industrial applications, including semiconductor manufacturing and materials processing\n (such as sheet metal cutting, welding, and drilling, etc., in the automotive industry), which\n may support their commercial applicability.

	●	Excitation\n of a different vibrational mode of UF₆ (the 3ν₃ overtone), which exhibits\n lower absorption characteristics within the process environment. This may enable intra-cavity\n excitation, whereby the UF₆ separator is positioned within the laser cavity.

	●	The\n use of high intracavity CW power, which is designed to reduce or eliminate the need for additional\n laser amplification stages.

	●	The\n intra-cavity architecture in which the laser beam circulates within the resonator, which\n is intended to enhance photon–gas interaction and improve the utilization efficiency\n of laser energy.

\n\n\n\n\n\n\n\n\n

	●	The\n absence of wavelength conversion systems, as a low-pressure CO laser may be tuned to operate\n near the required wavelength.

	●	The\n beam spread/divergence/caustic at 5.3 µm is minimal, which means a constant power density\n (W/cm2) is maintained throughout the separator.

	●	A\n 5.3 µm CRISLA laser architecture uses a fraction of active components (<10%) than\n a comparable 16 µm MLIS system, which may contribute to improved reliability, reduced\n maintenance requirements, and more favorable operating economics.

We\nbelieve the scaling and industrialization of a 5.3 µm CRISLA system is much more viable than a traditional 16 µm MLIS system.

In\naddition to the above-mentioned strengths with respect to our uranium enrichment technology, we believe we are also competitively differentiated\nin many ways:

\n\n\n\n\n\n\n\n\n

	●	*No\n Current Reliance on Government Funding. Most enrichment companies rely, to\n varying degrees, on government grants and financing to support the development and advancement\n of their technologies. As a result, the pace and continuity of such companies’ progress\n may be affected by the availability of government funding. Although we have participated\n in certain government programs and received certain government awards, we do not currently\n rely on government funding as a source of capital necessary to sustain our ongoing operations\n or to execute our current development plan. We believe that the government incentives and\n program-related benefits we have received to date, and are expected to receive in future,\n have been supplemental in nature and have not constituted a material source of funding on\n which our current development plan depends. Our belief is primarily based on the fact that\n our existing operations and currently planned research and development activities are funded\n through our existing cash resources and other available sources of capital, rather than through\n government grants or incentives. Based on our current development plan and timelines for\n Phase 1 and Phase 2, we believe that our existing cash resources may be sufficient to support\n a scaled and prioritized subset of activities associated with research and development activities\n through Phase 1 and Phase 2 of our development plan. That is, we may advance certain development\n efforts while deferring or sequencing other discretionary activities based on available resources.\n The other activities contemplated under Phase 1 and Phase 2 of our development plan, and\n the development and commercialization of our technology and products, particularly the development,\n licensing, construction and operation of commercial-scale enrichment facilities contemplated\n by Phase 3 and Phase 4 of our development plan, will require substantial additional capital. \n \n Although\n government grants or other public funding could support our development plan, we believe\n that the absence of such funding would not prevent us from continuing to advance our research,\n business development, and technological initiatives. We expect to raise additional capital\n primarily through this offering, other equity or debt financings, strategic investments,\n commercial arrangements, or other sources of capital for our development plan. We may seek\n and obtain government grants, incentives, contracts or other public funding in the future\n to advance our development plan (including through the DOE’s Loan Programs Office,\n now known as the Office of Energy Dominance Financing). However, we have not based our\n development plan or capital strategy on the receipt of any particular amount of future government\n funding, and our ability to advance our technology and development plan, particularly\n through the earlier phases, is not currently contingent upon government financial assistance.\n Any future government funding would be subject to applicable eligibility requirements, governmental\n priorities, application and approval processes, the availability and timing of appropriated\n funds and other conditions that may be outside our control. See “Business - Our\n Vision, Government Support and Market Opportunity*” for details.

	●	*Key\n Industry Investment and Support from NANO Nuclear*.\n As of the date of this prospectus, we have received an aggregate of $2 million from NANO\n Nuclear, an advanced nuclear technology and clean energy company. NANO Nuclear’s investment\n represents a direct equity investment in our company by an investor with experience in the\n nuclear industry. While we believe that our ability to attract investment from investors\n with industry experience may reflect interest in our business and technology development\n efforts, such investment should not be viewed as an endorsement of our technology, business\n prospects, or the merits of an investment in our securities, and there can be no assurance\n that other investors will reach similar conclusions regarding our company.

	●	Strategic\n Industry Partners. As of the date of this prospectus, we have partnered with a few\n companies in support of our business developments. Between July 2025 and March 2026, we entered\n into a series of agreements, including, among others, the MSA, the SIA and the SIA Amendment,\n with Starfire Industries, a provider of advanced plasma and neutron-based technologies, for\n the development, production, and supply of a customized laser product leveraging the Starfire\n Industries’ intellectual property, nuclear and plasma engineering know-how\n and manufacturing expertise. We believe that its involvement provides us with access to technical\n expertise and industry knowledge that may assist us in the development of our technology\n and business strategy. In November 2025, we also selected Enveniam (as defined below) as\n our vendor and project partner providing engineering, technology, and project management\n services in support of the design, development, and construction of our LEU-3 Facility. See\n “Business – Material Agreements.” However, there is no assurance\n that their involvements will result in the successful development or commercialization of\n our technology or facility.

●

Technical\n Insights. On the technical front, we have gained valuable insights into the challenges\n that affected earlier participants in the laser-based enrichment industry. Our President\n and co-founder, Mr. Christo J. Liebenberg, has significant experience in laser-based enrichment\n technologies. He spent approximately 15 years working on the MLIS program in South Africa,\n including serving as a Technical Leader, and an additional six years on a laser enrichment\n project, where he served as a Laser Manager. After leaving that position, Mr. Liebenberg\n spent approximately 12 years at ASML, a manufacturer of EUV equipment that is used\n to make advanced semiconductor chips. During his time at ASML, he identified an advanced\n generation of industrial laser systems that were potentially suitable for application in\n the CRISLA process, and not suitable for other laser enrichment approaches, including the\n legacy MLIS and AVLIS methods. These observations contributed to our renewed efforts to further\n develop the CRISLA process.

We\nbelieve that CRISLA process has the potential to\nbecome a step-change in enrichment architecture because it targets higher per-stage separation and a compact, modular plant layout. Concentrating\nperformance into fewer stages supports simpler cascades, smaller footprints, and incremental scale-up by adding replicated laser-and-separator\nmodules. The roadmap emphasizes progressive demonstration, equipment hardening for continuous operation, and repeatability validation\nto reduce deployment risk as capacity ramps.

\n\n

●

Key\n Government Contacts. We have secured individuals with experience in the nuclear energy\n industry and related governmental and regulatory agencies to serve on our Executive Advisory\n Board, including John M. Paxton Jr., S. Clinton Hinote, John M. Shimkus, Brent Park, Ph.D.,\n Randall L. Beatty, Ph.D., Junaid Razvi, Ph.D., Dennis Garratt, Ph.D., and Tom Blees, whose\n backgrounds are described under “Management — Our Executive Advisory Board.”\n These individuals bring experience across various aspects of the nuclear industry, including\n regulatory frameworks, national laboratories, and technical operations. We believe that the\n experience and perspectives of these advisors may provide us with general industry insights\n relevant to our business and operations. We may, from time to time, consult with such individuals\n on technical, regulatory, and industry matters, and these individuals may provide general\n guidance and industry perspectives based on their prior experience in the nuclear energy\n and related regulatory fields. Such input may assist our management in identifying and considering\n various technical, operational, and regulatory issues relevant to our business. However,\n there can be no assurance that any such input will be complete, timely, or sufficient, and\n it should not be relied upon as a substitute for our own internal evaluation, compliance\n processes, or risk management procedures. Our advisory relationships are intended to supplement\n our internal capabilities by providing access to industry experience and perspectives. There\n can be no assurance that such relationships will result in any operational, regulatory, or\n commercial benefits, or that they will improve our ability to address regulatory or other\n challenges in our business.

\n\n

●

Team\n of Industry Experts. We have built an execution-focused team designed to support\n the development and potential commercialization of advanced laser enrichment technologies\n at scale. Our multidisciplinary team integrates expertise across laser isotope separation,\n advanced laser and optics engineering, medical and stable isotope production, mechanical\n and high-vacuum systems, uranium gas handling, instrumentation, safety and quality programs,\n nuclear fuel-cycle licensing, and security and cybersecurity. Our management team and\n technical personnel possess experience across a range of specialized fields relevant to the\n development and commercialization of our laser enrichment technology. This experience includes\n involvement in commercial laser enrichment projects, work at national laboratories, advanced\n laser design, and uranium handling activities within the DOE environment. In addition, our\n team collectively has more than 100 years of experience among former professionals of the\n NRC. This combination of technical, scientific and regulatory experience supports our efforts\n to develop our technology, advance our regulatory and licensing activities, and progress\n toward the development and commercialization of our planned facilities and technology.

To\naccelerate progress while maintaining capital discipline, we supplement our technical team with specialized contractors and advisors\nin critical areas, including NRC uranium enrichment licensing, detailed engineering and facility design, manufacturing oversight, and\nsystems integration. Our Laser Tiger Team provides strategic technical oversight to our industrial laser development\nprogram, with the objective of mitigating technical risks and accelerating the development of next-generation laser systems.

We\noperate within the Oak Ridge, Tennessee nuclear industry community and engage experienced local contractors, consultants, and other service\nproviders in support of our development activities. We also seek to benefit from the concentration of technical expertise and industry\nresources in the region, including those associated with Oak Ridge National Laboratory (ORNL), a federally funded research and development\ncenter in Oak Ridge, Tennessee, and the Y-12 National Security Complex, a DOE NNSA facility located in Oak Ridge, Tennessee, near the\nORNL. In addition, we participate in local industry and economic development organizations and engage consultants with relevant technical,\nenvironmental, and regulatory experience. We believe these relationships and resources may support the planning, design, development,\nand execution of our Project FUEL.

Our\nChallenges

\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Obtaining\n the requisite permits and licenses for nuclear facilities is a complex, time-consuming and\n highly regulated process, particularly with respect to sensitive nuclear technologies, such\n as uranium enrichment. Enrichment operations are subject to stringent safety, security and\n environmental standards, and the associated regulatory review and approval processes may\n be lengthy and resource-intensive.

	●	Ensuring\n the safety and security of an enrichment facility throughout its lifecycle is critical to\n the protection of personnel and the public. The development, implementation and ongoing maintenance\n of robust safety systems and operational protocols present significant technical and operational\n challenges. In addition, enrichment facilities must implement comprehensive security measures\n designed to protect sensitive materials, classified information and proprietary technologies\n from theft, sabotage or unauthorized access, in compliance with applicable regulatory requirements.\n

	●	Building\n and operating an enrichment facility will be very capital-intensive. For example, in January\n 2026, we announced our goal to invest $1.38 billion in our future flagship commercial\n scale laser-based uranium enrichment facility on the historic footprint of the K-25 uranium\n enrichment site in Oak Ridge, Tennessee. Securing sufficient financing to develop this facility,\n as well as effectively managing costs, including operating and maintenance expenses, present\n and will continue to present, significant ongoing challenges to our business.

	●	Procuring\n the equipment at the scale required for a commercial facility presents logistical and supply\n chain challenges. With our stated goal of developing unencumbered technology, it is imperative\n that we develop a US-based supplier base for key components.

\n\n\n\n\n

	●	The\n political and regulatory environment is subject to change, which may affect the stability\n and economic viability of nuclear projects. In addition, geopolitical developments may impact\n the development, access, transfer and export of nuclear technology.

	●	Advancing\n our LIST technology through successive TRLs while concurrently preparing for a commercial\n facility involves various technical, regulatory, financial and execution challenges.

Our\nGrowth Strategies

We\nare also evaluating the potential to develop HALEU, defined as uranium enriched up to 20% U-235, subject to market demand, regulatory\napprovals, and our technological capabilities. HALEU is being considered for use in certain advanced reactor designs, including small\nmodular reactors currently under development. Any future production of HALEU would require additional regulatory approvals, enhanced\nsecurity measures, and further technical development.

Our isotope separation technology under\ndevelopment for uranium enrichment may have potential applications in the production of medical and stable isotopes. Such isotopes are\nused in a range of applications, including medical imaging, cancer treatment, and pharmaceutical research. We are in the early stages\nof evaluating potential market opportunities and technical feasibility for such applications, and there can be no assurance that we will\nsuccessfully develop, validate, or commercialize any such additional uses.

Our\nLIST Technology

Our\nLIST technology encompasses CRISLA process, and other proprietary processes and systems, These technologies include, among other things,\nlaser gas mixes, laser architecture, equipment configurations, standard operating procedures, calculations, and separator design and\nmanufacturing, which are unique to the LIST technology.

CRISLA\nProcess

Our\ncore process is CRISLA, a U.S.-origin laser-based isotope enrichment process initially demonstrated in the early 1990s. Although CRISLA\nachieved successful experimental validation, the development and commercialization of U.S. laser-based uranium enrichment technologies,\nincluding CRISLA, MLIS and AVLIS, were not pursued to commercial deployment during the 1990s. Importantly, the suspension of further\ndevelopment of such technologies was driven primarily by changes in external market and industry conditions, including changes in geopolitical\nconditions, uranium supply and demand, prevailing uranium enrichment prices and market conditions, and the economics and financing requirements\nof the uranium enrichment industry, rather than by a determination that the underlying laser-based enrichment technology was technically\ninfeasible. Following the dissolution of the Soviet Union, the United States and Russia entered into the “Megatons to Megawatts”\nprogram in 1993, pursuant to which approximately 500 metric tons of HEU from dismantled Russian nuclear weapons were converted into LEU\nfor use as commercial nuclear reactor fuel. The program provided a substantial source of LEU to the U.S. commercial nuclear fuel market\nand became an important component of U.S. LEU supply during the program period. We believe that the availability of substantial quantities\nof LEU from the program, together with other changes in the global uranium enrichment market, affected the commercial economics and development\npriorities of alternative enrichment technologies, including our CRISLA technology, during this period. However, the U.S. has taken steps\nin recent years to strengthen the domestic nuclear fuel supply chain and reduce its reliance on foreign sources of enriched uranium.\nOn May 13, 2024, former President Joseph R. Biden signed into law the Prohibiting Russian Uranium Imports Act, which prohibits, subject\nto certain statutory exceptions and waivers, the importation into the U.S. of unirradiated LEU produced in Russian or by a Russian entity.\nThe prohibition became effective in August 2024. The enactment of the Prohibiting Russian Uranium Imports Act, together with broader\nU.S. governmental efforts to strengthen domestic nuclear fuel production and enrichment capacity, may increase the demand for domestically\nproduced enrichment services and contribute to the development of a more diversified and resilient U.S. nuclear fuel supply chain. We\nare seeking to revive, further develop and commercialize CRISLA to address this potential market opportunity. Based on our public\nresearch, we believe our company is the only company with a U.S.-origin and patented laser uranium enrichment technology.

CRISLA\nwas originally invented by Dr. Jeff W. Eerkens. It utilizes lasers to selectively excite target isotopes within a controlled gas-flow\nenvironment, thereby enhancing the physicochemical differences between the target isotope and non-excited isotopes and enabling efficient\nseparation. A patent application relating to CRISLA process was filed with the USPTO in 2014 and a patent issued therefrom in June\n2019. In July 2023, the CRISLA Patent was assigned to CRISLA, Inc. (which became our subsidiary in August 2023), and in March 2024, it\nwas further assigned to LIST.

The\nCRISLA Patent protection safeguards our CRISLA process in several practical and defensible ways. First, this patent provides a basis\nfor exclusivity by granting us the right, in applicable jurisdictions, to exclude others from making, using or selling processes and\napparatus that fall within the scope of this patent. This may create barriers to entry by limiting the ability of third parties to replicate\nor closely approximate key aspects of the core separation configuration and operating concepts. Second, the CRISLA Patent protects the\nenabling process architecture itself, not merely peripheral components. By covering the integration of laser selectivity with condensation-repression\nharvesting in a free-jet environment, the CRISLA Patent is intended to protect the core concept of the technology, with the mechanism\nthat transforming isotope selectivity into scalable enrichment performance.

Other\nProprietary Processes and Systems

In\naddition to the CRISLA process, we are also working on proprietary processes and systems, including, among others, laser gas mixes,\nlaser architecture, equipment configurations, standard operating procedures, calculations, and separator design and manufacturing,\nwhich are unique to the LIST technology.

Laser\ngas mixes refer to the optimization of different gas components in the laser gas mix. The primary components are helium (approximately\n80%), nitrogen (approximately 10%), and carbon monoxide (approximately 10%). In addition, trace gases are typically introduced to facilitate\nthe recombination of carbon and oxygen species and to enhance overall system stability.

The\nconfiguration of the resonator optics (also referred to as the laser cavity) is proprietary. In a typical configuration, a diffraction\ngrating is used at one end of the cavity, and its angle determines the wavelength and bandwidth of the laser output. These gratings must\nbe resistant to laser-induced damage and therefore require specialized manufacturing processes. Additional proprietary optical components\nwithin the laser resonator may include telescopic systems and/or deformable mirrors (adaptive optics), which are used to shape and control\nthe laser beam to optimize gas–photon overlap between the laser beam and the UF₆ molecular beam.

Laser\narchitecture refers to the overall configuration and integration of the Laser and Optical System(s), Separator(s), and UF₆ Gas\nHandling System(s). The required isotopic assay (i.e., enrichment level) determines the appropriate laser architecture, which differs\nfor LEU (which typically utilizes a single-stage enrichment process), compared to LEU+ or HALEU (which may require a dual-stage enrichment\nprocess). Laser architecture also varies depending on whether enrichment occurs within the laser cavity (intra-cavity enrichment) or\noutside the laser cavity (extra-cavity enrichment).

Equipment\nconfigurations are specific to each of the principal subsystems. Lasers, by their nature, may be designed using different optical architectures.\nThe internal configuration of the Separator is optimized for isotope separation and product collection, while the UF₆ gas\nhandling systems can be configured differently, for instance either cold traps first, then vacuum pumps, or vacuum pumps first, then\ncold traps. Vacuum pumps must be correctly configured to accommodate corrosive gas environments, while cold traps are configured to freeze\nout UF₆and with the capacity to handle large flow rates.

Calculations,\noperating procedures, and computations are proprietary too. The output power of a laser at a specific wavelength may be modeled or simulated,\ntaking into account, among others, the excitation mechanism, laser gas mixes, and resonator optics. The temperature of the UF₆gas,\nand its throughput in the Separator, are instrumental to the efficiency of the enrichment process, and may be estimated or calculated\nfrom first principles. Aerodynamic calculations take into account, among others, the UF₆/Carrier gas ratio, upstream pressure,\nnozzle size and nozzle shape, and downstream pressure. Computational Fluid Dynamics are used to calculate the supersonic flow conditions\nfor different nozzle configurations.

The\nNuclear Fuel Cycle

The\nnuclear fuel cycle is made up of two phases: the front end and the back end. The front end prepares uranium for use in nuclear reactors.\nThese steps include mining, milling, conversion, enrichment, and fuel fabrication. The back end ensures that the used nuclear fuel is\nsafely managed, recycled, or disposed of. These steps include fuel storage, recycling, and waste disposal.

Please\nrefer to the diagram below for the nuclear fuel cycle:

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As\nshown in the diagram above, enrichment takes uranium in the form of UF₆ from conversion facilities and “enriches”\nit by processing it to have a higher concentration of U-235 isotope. We propose to apply our CRISLA process and use lasers\nto enrich uranium. From our facility, the enriched uranium is expected to be shipped to a fuel fabrication facility to be processed into\nnuclear fuel for nuclear reactors.

Our\nProposed Business Line - Laser Enrichment of Uranium

Nuclear\npower plants use uranium for fuel. Uranium exists in multiple isotopic forms, including U-235, which is fissile\nand capable of sustaining a nuclear fission chain reaction. U-235 represents approximately 0.7% of naturally occurring uranium, with\nthe remainder consisting primarily of uranium-238. To produce fuel suitable for most current commercial nuclear reactors, natural uranium\nundergoes an enrichment process to increase the concentration of U-235 to approximately 3% to 5%, depending on reactor type and operational\nspecifications. The enrichment factor (“β”) is a measure of the effectiveness of a single processing step in increasing\nthe concentration of a target isotope relative to its initial composition and is an important determinant of the number of stages required\nto achieve a desired enrichment level. For example, the β for centrifuge enrichment is approximately 1.25.

In\n1993, the CRISLA process demonstrated an enrichment factor of 6.7, which is much higher than that typically achieved by conventional\ngas centrifuge technologies. This higher enrichment factor indicates that fewer stages may be required to achieve the enrichment for\nLEU, as compared to the multiple stages generally required in centrifuge-based enrichment processes.

An\nindependent Technology Readiness Assessment (“TRA”) was performed on our LIST technology related to uranium enrichment in\nMarch 2025. The TRA is an industry-wide tool used to evaluate the maturity of a technology during its development phase. The technology\nreadiness level (“TRL”) is a means to describe the extent of development necessary to reach the state of commercialization.\nIt can range from theoretical principle, at TRL 1, to operational plant, at TRL 9. The following description of the 9 TRLs are shown\nbelow (from DOE G 413.3-4A).

High-Level\nDescriptions of Technology Readiness Levels

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Level\n 1	\n Basic\n principles observed and reported

Level\n 2	Technology\n concept and/or application formulated

Level\n 3	Analytical\n and experimental critical function and/or characteristic proof of concept

Level\n 4	Component\n and/or partial system validation in a laboratory environment

Level\n 5	Component\n and/or partial system validation in a relevant environment

Level\n 6	System\n and subsystem model validation in a relevant environment \n

Level 7	Working\n prototype is demonstrated in an actual operational or near-production environment

Level\n 8	System\n is fully integrated, tested, and qualified

Level\n 9	System\n has completed successful operations in its final mission or commercial application

The\n2025 TRA team determined that our CRISLA process fully met all elements for TRL 4, but that the TRL-5 and TRL-6 elements were not fully\nsatisfied. Our goal is to achieve a TRL-5, laboratory and bench scale system validation in a relevant environment in the near term, and\neventually TRL-9, the actual system operated over the full range of expected conditions.

Our\nDevelopment Phases

Our\nbusiness plan contemplates leveraging CRISLA for the enrichment, production and sale of uranium. We have focused, and will continue\nto focus, on advancing these efforts toward potential commercialization across four phases (as defined below), with Phases 1-3\nrunning concurrently. Across all four phases (“Phases”) of our development plan, we engage, and expect to continue to\nengage, multiple contractors and consultants to support our operations and project development activities. To that end, we lease\na space from NANO Nuclear, a related party, and purchased two properties, including LIST Island and 150 Americus Property, all of\nwhich are located at Oak Ridge, TN. Our leased space covers 7,000 square feet, which houses our principal executive offices. We also\nhave access to an additional approximately 7,000 square feet of space in the same building of our leased space, which houses our\nlaser enrichment research and development laboratory and serves as our Oak Ridge Test Demonstration Facility for our CRISLA laser\nenrichment process. Our LIST Island comprises approximately 206 acres, which is being developed to host our proposed LEU-3 Facility.\nOur 150 Americus Property covers 38,000 square feet building, which includes a three-story building under renovations, and is\nintended to be used for the support of our Phase 2 operations. Please refer to “Business - Description of\nProperties.” Based on our current development plan, we believe that:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	*Phase\n 1* (which we commenced in 2025) is expected to be conducted through 2027 with the\n goal of re-demonstrating and optimizing enrichment results related to the CRISLA process;

	●	*Phase\n 2* (which we commenced in 2025) is expected to be conducted through 2028 with the\n goals of developing industrial-scale equipment and utilizing such equipment to commence uranium\n enrichment;

	●	*Phase\n 3* (which we commenced in 2025) is expected to be conducted through 2030 for the\n preparation of LIST Island’s early site preparation and construction, the obtainment\n of a regulatory license from the NRC, the conceptual design of our LEU-3 Facility, and the\n construction of our Pilot Plant toward operational readiness in or around 2030, with a planned annual\n production capacity of approximately 50 metric tons of LEU and approximately 0.5 million\n SWU, respectively; and

	●	*Phase\n 4* from 2028 onward to construct our LEU-3 Facility designed to produce\n approximately 500 metric tons of LEU per year in or around 2033, with a planned production capacity\n of approximately 5.0 million SWU per year. Subject to the successful development of our\n technology, the availability of financing, the receipt of required regulatory approvals and\n licenses, upon completion and commercialization, the LEU-3 Facility is intended\n to become the first U.S.-origin commercial laser uranium enrichment plant in the world, supporting\n U.S. utilities, next-generation reactor developers while helping to reestablish a resilient\n domestic nuclear fuel supply chain.

Based\non our current expectations, the LEU-3 Facility is expected to commence operations in or around 2033 and be developed in phases.\nThe initial phase is expected to have a planned enrichment capacity of approximately 3.0 million SWU per year. Subject to market conditions,\nfinancing availability, regulatory approvals, customer demand, and operational performance, we may subsequently expand the LEU-3 Facility\nto a planned enrichment capacity of approximately 5.0 million SWU per year, capable of producing approximately 500 metric tons of LEU\nper year. Assuming both facilities (Pilot Plant and LEU-3 Facility) become operational and operate at their respective planned production\ncapacities, we expect our aggregate planned production capacity to be approximately 5.5 million SWU per year. The timing, capacity, and\nscale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject to substantial risks and uncertainties,\nincluding technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there can be no assurance\nthat these facilities will be completed on the anticipated timelines or commence operations as currently planned. This staged approach\nis designed to mitigate scale-up risks while progressively validating operational performance, manufacturability and producibility. As\nof January 1, 2026, the long-term SWU price was approximately $173 per SWU, which is at a historical high and is projected to increase\nover the next decade.

A\nSWU is a measure of effort required to enrich natural uranium into reactor-grade fuel, and to strip the tails (the by-product\nof enriched uranium) down to a specified level (i.e., the concentration of U-235 left in the tails). A SWU is not a unit of\nenergy, but rather a mass-based measure of separation capacity and fuel processing cost to which value is attributed in the marketplace.

As\nof the date of this prospectus, we have commenced testing or experimental activities relating to Phase 1 of our development plan,\nincluding laboratory-scale testing and optimization of CRISLA enrichment parameters. We have also commenced experimental testing of\nindustrial-scale equipment for Phase 2. Our Phase 2 activities currently relate to the scaling of some hardware components and the\nrenovation of the 150 Americus Property intended to house some of our Phase 2 operations. As of the date of this prospectus,\nwe have converted an industrial CO2 laser to a CO laser, which is to be used in our Phase 2 testing. We have commenced certain preliminary\nactivities relating to Phase 3; however, we have not yet commenced any research and development, experimental or testing activities related\nto Phase 3. Our Phase 3 activities are currently limited to preparatory work, including preparations for the applicable licensing and\nregulatory processes, site environmental characterization, the construction of a Pilot Plant, and the conceptual design work for\nour planned LEU-3 Facility. In addition, we have not yet commenced any activities relating to Phase 4. The timing and scope of\nour subsequent Phases 1-3 activities and the commencement, timing and scope of Phase 4 activities will depend on the successful completion\nof the applicable preceding preparation and development activities and the satisfaction of applicable technical, regulatory, financing\nand other requirements. Our development plan is subject to change as we continue to evaluate our technology, development results, regulatory\nrequirements, financing needs and market conditions, and there can be no assurance that we will complete any particular phase within\nour currently anticipated timeframe or at all.

We\nhave assembled a technical advisory team of consultants, composed of industry scientists and experts, which we refer to internally as\nthe “Laser Tiger Team.” These consultants have expertise in laser isotope separation, laser and optics engineering, mechanical\nand vacuum systems, UF₆ gas handling systems, instrumentation and control, safety and quality programs, fuel-cycle licensing, medical\nand stable isotope production, and security and cybersecurity. They provide strategic technical oversight to our industrial laser development\nprogram, with the objective of mitigating technical risks and accelerating the development of next-generation laser systems. We also\nleverage specialized independent contractors and advisors to support areas, including, among others, NRC uranium enrichment licensing,\nengineering design, manufacturing oversight, and systems integration. Our Laser Tiger Team guides our laser contractors in the development\nof our next-generation lasers. Leveraging the local technical talent in the Oak Ridge area, we also work with contractors experienced\nin UF₆ gas handling systems and uranium enrichment. This integrated model is intended to provide the depth required for a safety-critical\nnuclear enterprise while maintaining the flexibility to iterate and refine technology as we advance toward commercial-scale deployment.

In\nDecember 2025, we received the Radiological Material License from the State of Tennessee to start Phase 1 and Phase 2 of our\ndevelopment effort in our Oak Ridge Test Demonstration Facility, which space is located in the same building as our headquarters\nat 203 Victorius Blvd E, K-1330, Oak Ridge, TN. A cylinder of UF₆ was delivered to our Oak Ridge Test\nDemonstration Facility in October 2026, and experiments are expected to begin before the end of 2026. Further, in October 2026, the\nNRC approved our SPPP for our Oak Ridge Test Demonstration Facility. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which\nwill take place in due course. This facility has been renovated to include modern office\nspace and a state-of-the-art classified laboratory suitable for work with classified technologies. This facility is currently\noperational and in use and consists of two floors, each comprising approximately 7,000 square feet. The upper floor is used for\noffice space. The lower floor is intended for use in connection with our laser enrichment demonstration activities, and we have\nconverted approximately half of this floor into laboratory space. The entire lower floor is being developed into a secure facility.\nPlanned and completed upgrades include a gas handling room (see Picture 2 below), a large open laboratory area intended to\nsupport Phase 1 and Phase 2 activities, several smaller laboratory rooms, a machine shop, multiple workstations, and a conference\nroom. This facility has also been upgraded with new HVAC systems, power transformers, lighting, and security enhancements. In\naddition, an asphalt access road has been constructed to facilitate the delivery of large equipment.

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Picture 1: Laser that will\nbe used in Phase 1.

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Picture 2: A Gas Handling Skid\nthat circulates process gas through the Separator

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Picture 3 – Industrial\nPumps for Phase 1 Testing

Our current corporate\nplan is to use the Oak Ridge Test Demonstration Facility for Phase 1 and Phase 2 enrichment testing and optimization under the Radiological\nMaterial License from the State of Tennessee. For Phase 3 and Phase 4, an NRC license will be required for each of our Pilot Plant and\nLEU-3 Facility. Site evaluation, design maturation, and nuclear-grade construction will be conducted in a phased, stage-gated manner,\nsubject to obtaining the necessary financing, regulatory approvals, permits, and other required authorizations. For the development\nof Phase 3 and Phase 4, we bought a 206-acre brownfield site in Oak Ridge, Tennessee, on the LIST Island (formerly known as Duct Island),\nnext to the historic K-25 uranium enrichment site where the world’s first uranium enrichment operations were conducted for the\nManhattan Project in 1942-1945. We expect to build our first uranium enrichment commercial facility on the LIST Island named the “LEU-3\nFacility.” Before building our LEU-3 Facility, we intend to construct the Pilot Plant on LIST Island, designed to produce approximately\n50 metric tons of LEU per year in or around 2030, with a planned production capacity of approximately 0.5 million SWU per year.

LEU-3 has three\ndifferent meanings: Low Enriched Uranium, Laser Enrichment of Uranium, and the initials of our three co-founders Liebenberg, Eerkens\nand U (Mr. Yu). Our project name is known as “Project FUEL,” which is short for Future Uranium Enrichment with Lasers.\nOur Project FUEL will be performed in the LEU-3 Facility as announced in January 2026. Subject to obtaining the necessary financing,\nregulatory approvals, permits, and other required authorizations, we currently plan to develop and construct our LEU-3 Facility on the\nLIST Island, with a target commencement of operations in or around 2033. Our LEU-3 Facility is expected to produce approximately\n500 metric tons of LEU per year in or around 2033, with a planned production capacity of approximately 5.0 million SWU per year.\nWe currently estimate that the total capital investment required for the facility will be approximately $1.38 billion. If developed as\ncurrently contemplated, we anticipate that this facility could create more than 200 direct jobs. However, the timing, cost, scope, and\nultimate development of this facility are subject to significant uncertainties, including technological, regulatory, financial, market,\nand operational factors, and there can be no assurance that this facility will be completed on the anticipated timeline, within the estimated\nbudget, or at all.

Participation\nin the DOE LEU Acquisition Program

In\nDecember 2024, we and our partner NANO Nuclear were selected by the DOE to participate as one of six contract awardees in the DOE’s\nLow-Enriched Uranium Enrichment Acquisition Program (“LEU Acquisition Program”). Under the contract awarded to us, we were\nselected as the prime contractor, with NANO Nuclear, a related party, as the key subcontractor bringing its technical and regulatory\nexpertise in advanced nuclear solutions to the collaboration. We will oversee the development of the primary uranium enrichment processes\nusing our laser technology, while NANO Nuclear will contribute towards development in the areas of conversion, deconversion, fuel fabrication,\nand fuel transportation. The total overall amount appropriated under the LEU Acquisition Program across all six contract awardees is\nanticipated to be $3.4 billion over ten years, to be awarded by the DOE via agreed to task orders up to $2 million. We believe\nthat participation in the $3.4 billion LEU Acquisition Program provides technical validation and potential federal contracts to support\nour operations.

On\nMarch 21, 2025, LIST entered into a time and materials task order (Task Order 1) with the DOE. Pursuant to this task order, LIST agreed\nto develop a report describing the technical and business information necessary to support the DOE in establishing new domestic commercial\nproduction of low-enriched uranium, with a focus on maximizing the domestic fuel supply chain for existing and future reactors. The responsibilities\nof LIST include but are not limited to providing all necessary management, labor, materials, technical expertise, and equipment to prepare\nthe required report, including a production strategy report (Deliverable 1) to inform future task orders and such further supporting\ninformation as required (Deliverables 2 and 3). All enrichment services and storage covered by this task order must be located in the\nUnited States. The period of performance for Deliverable 1 is one month from commencement, with the remaining eleven months of the performance\nperiod reserved for additional items as determined by the applicable contracting officer. In May 2025, LIST completed Task Order\n1.

In\nJanuary 2026, the DOE announced additional awards to three companies whose technologies had reached higher TRLs, with each receiving\n$900 million. Although we were not among these initial recipients, we intend to continue advancing the readiness of our technology and\nremain actively engaged in future DOE funding opportunities. We plan to submit grant applications as additional funds become available\nunder the LEU Acquisition Program or other programs, consistent with DOE guidance. While participation in the program may provide financial\nsupport for technology development, there can be no assurance that we will receive any additional awards, or that the timing or amount\nof such funding will meet our expectations.

Our mission is\nto become a commercially focused, vertically integrated, technology-driven company that will capture market share in the very large and\ngrowing nuclear fuel cycle sector. We intend to supply enriched uranium to NANO Nuclear at a commercially reasonable discounted price\nfor use in their microreactor business in future. In return, NANO Nuclear plans to supply UF₆ feedstock to us at a commercially\nreasonable discounted price in future. We expect that this reciprocal arrangement may support operational efficiency and reduce feedstock\ncosts; however, there can be no assurance regarding the timing, availability or terms of such supply, and any future agreements will\nbe subject to negotiation and regulatory approvals as applicable.

Since\nbecoming a Nevada company in 2023, our management has had communications with the U.S. government agencies through conference calls, emails\nand in-person meetings, including the DOE, the NNSA, and the NRC, as well as Savannah River National Laboratory (SRNL) and the ORNL,\nwhich are part of the DOE’s national laboratory system.

We\nbelieve that our LIST technology has the potential to be highly efficient, which is expected to leverage state-of-the-art\nequipment to enable high performance and modular scalability. We intend to apply to the NRC for the requisite licenses and regulatory\napprovals to construct and operate each of our Pilot Plant and our LEU-3 Facility. Our approach is designed to allow incremental capacity\nexpansion through the replication of laser and separation modules, rather than reliance on large, monolithic unit operations. We intend\nto continue developing our LIST technology with the objective of advancing technology readiness, operational efficiency, and commercial\nviability, with the long-term ambition of becoming one of the first companies to deploy laser-based uranium enrichment at a commercial\nscale.

Competition

Our\ncompetitors in the enrichment market include established gas centrifuge suppliers as well as emerging laser-based enrichment companies,\nmany of which may have longer operating histories, significantly greater financial, technical, and other resources, established customer\nrelationships, and, in certain cases, support from governmental entities. These competitors may be better positioned to respond to changes\nin market conditions, secure long-term supply agreements, or achieve regulatory approvals more efficiently than we can.

Currently,\ntwo companies operate gas centrifuge uranium enrichment facilities in the U.S., including Centrus Energy Corp. (“Centrus Energy”)\nand Urenco Global (“Urenco”). In addition, several other companies have announced plans or taken preliminary steps toward\nobtaining licenses to construct and operate uranium enrichment facilities in the U.S. We believe we have the following competitors for\nuranium enrichment in the U.S.:

Centrus\nEnergy – a publicly traded company (incorporated in 1998, NYSE: LEU) that operates a gas centrifuge uranium enrichment facility\nin Piketon, Ohio. Centrus Energy is licensed by the NRC to produce LEU, LEU+, and HALEU at its facility.

Urenco\nGlobal – a privately held company (founded in 1970) that operates gas centrifuge uranium enrichment facilities in the U.S.\nUrenco is licensed by the NRC to produce LEU and LEU+ in their facility located in Eunice, NM.

Orano\nGroup – a privately held company (founded in 2001) that applied for a NRC license for gas centrifuge uranium enrichment facility\nin the U.S. The license application is for a facility to be constructed and operated in Oak Ridge, TN. The NRC anticipates completing\nits review in April 2027; however, such timing remains subject to change and is not within the applicant’s control.

Global\nLaser Enrichment – a privately held joint venture (founded in 2007) that applied for a NRC license for laser uranium enrichment\nfacility in the U.S. The license application is for a facility to be constructed and operated in Paducah, KY. The NRC anticipates completing\nits review in January 2027; however, such timing remains subject to change and is not within the applicant’s control.

General\nMatter, Inc. – a privately held company (founded in 2024) that filed a letter of intent to the NRC for a license for uranium\nenrichment in the U.S.

In\naddition, we may face competition from new entrants or alternative technologies that could achieve greater commercial acceptance, improved\neconomics, or faster deployment timelines. Evolving regulatory frameworks, international trade policies, or government funding priorities\nmay further affect the competitive landscape in ways that favor our competitors.

Moreover,\nalternative fuel cycle strategies, including the use of different reactor technologies, lower enrichment requirements, recycled fuel,\nor other non-enrichment-based approaches, as well as shifts in energy policy or demand for nuclear power, could reduce the size of the\naddressable market for our anticipated product offerings or adversely affect the timing of market adoption. Any of the foregoing factors\ncould materially and adversely affect our ability to compete effectively, achieve commercialization, or realize our business objectives.

CRISLA\ncompetitive positioning and differentiation

We\nbelieve that CRISLA is positioned as a next-generation laser enrichment process designed to deliver meaningful step-changes\nin separation performance, plant efficiency, and scalability relative to traditional uranium enrichment technologies. CRISLA is designed\nto combine isotope-selective excitation with a gas-dynamic separation stage, which may enable higher single-stage separation factors\nand, as a result, reduce the number of stages required to achieve target product assay. A reduced number of stages may, in turn, lower\noverall equipment requirements, simplify system architecture, and reduce facility footprint, which can support lower capital intensity\nand more rapid, modular scaling as compared to uranium enrichment facilities that rely on a larger number of low-separation stages. However,\nthese expected benefits are subject to technical validation, successful scale-up, and regulatory approval.

Operationally,\nCRISLA is intended to compete by leveraging industrially maintainable laser architectures and by designing separator equipment for manufacturability\nand repeatable performance. Our competitive strategy includes targeting attractive unit economics, including power consumption and operating\ncosts per SWU, while maintaining a development pathway aligned with applicable licensing, regulatory, and international safeguards requirements\nfor uranium enrichment and related fuel-cycle activities. We also believe that the potential to deploy a common laser-and-separator platform\nacross both uranium enrichment and other isotope separation applications may provide a strategic advantage, including opportunities for\nshared engineering resources, common spare parts and maintenance approaches, and the ability to address a broader set of end markets.\nThis approach may enable diversification of potential revenue streams over time; however, it is subject to market acceptance, successful\ncommercialization, and the ability to meet applicable technical and regulatory requirements across such applications.

Competitive\nlandscape for uranium enrichment

The\nuranium enrichment market is characterized by a small number of large-scale, highly regulated suppliers, extended customer qualification\ncycles, and procurement processes that emphasize security of supply, regulatory compliance, and operational reliability. Currently, the\ndominant commercial enrichment approach remains gas centrifuge technology, supported by decades of operational experience, established\nlicensing precedents, and mature supply chains for equipment, maintenance, and cylinder handling. Incumbent suppliers typically maintain\nlong-term customer relationships and existing contractual arrangements, and generally compete on pricing, delivery assurance, and the\nability to provide multi-year supply commitments across a range of assays and product forms.

In\naddition to established centrifuge suppliers, the competitive landscape includes companies developing advanced enrichment technologies,\nsuch as laser-based processes and other novel approaches. These technologies are designed to improve economic efficiency, reduce facility\nfootprint, and potentially accelerate construction and deployment timelines. However, such technologies must demonstrate consistent,\nscalable performance and satisfy stringent regulatory, safety, and international safeguards requirements before they are broadly accepted\nby customers as a reliable source of commercial supply. As a result, competition in the enrichment market depends not only on technological\ncapability, but also on execution, including the ability to achieve key technical and regulatory milestones, obtain and maintain necessary\nlicenses and approvals, develop a licensable and financeable facility design, and implement quality assurance programs that meet applicable\nnuclear industry standards.

Furthermore,\nalternative fuel cycle strategies, evolving reactor technologies, changes in enrichment demand (including demand for HALEU), and broader\nenergy policy developments may impact market dynamics and competitive positioning. These factors, individually or collectively, may affect\nthe size, timing, and accessibility of the addressable market and could materially and adversely impact our ability to compete effectively\nor achieve our business objectives.

Competitive\nfactors that influence customer adoption

Customer\nadoption in enrichment markets is shaped by factors that extend beyond technical merit. Fuel purchasers typically require confidence\nin long-term delivery performance, clear regulatory standing, and a robust quality and security program. For new capacity, customers\nwill evaluate the credibility of the development roadmap, demonstrated plant operability, and the supplier’s ability to execute\nconstruction, commissioning, and production ramp-up on schedule. They will also assess commercial terms, including contracting flexibility,\npricing structure, and the ability to support secure logistics and cylinder management across the supply chain.

In\nthis environment, our competitive approach is to pair technology differentiation with an execution framework that emphasizes phased demonstrations,\ndisciplined risk reduction, and early engagement with regulators, customers, and strategic partners. By demonstrating performance at\nincreasing scale and aligning facility design with licensable standards, we aim to compete not only as a technology developer, but as\na reliable long-term supplier capable of supporting domestic and allied fuel-cycle needs.

Intellectual\nProperty

Our\nbusiness is dependent on a combination of trademarks, patents, domain names, trade secrets and other proprietary rights in order to protect\nour intellectual property (“IP”) rights.

As\nof the date of this prospectus, we have five trademark applications pending USPTO’s approval, one issued patent (CRISLA Patent:\nUSPTO Patent No. 10,319,486), and two domain names (cyclopslasertech.com and laseristech.com).

Our\ncore competitive advantage is grounded in our issued CRISLA Patent protecting the CRISLA process and its associated apparatus. The\nCRISLA Patent issued on June 11, 2019, and was based on a non-provisional application filed on March 12, 2014. The CRISLA Patent is expected\nto expire on February 2, 2037. The inventions claimed in the CRISLA Patent were invented by Dr. Jeff W. Eerkens and subsequently assigned\nto CRISLA, Inc. in July 2023 (which became our subsidiary in August 2023). In March 2024, it was further assigned from our subsidiary\nCRISLA, Inc. to LIST. The CRISLA Patent discloses and protects the essential CRISLA process architecture and covers our fundamental process\nmechanisms that enable laser-driven isotope selectivity to be converted into a physical separation outcome, including by laser-assisted\nsuppression of condensation and dimerization within supersonic free-jet separation equipment.

Beyond\nour existing CRISLA Patent, we intend to protect improvements and future developments through a layered IP strategy. Certain operational\nknow-how, such as process tuning, performance optimization, manufacturing methods, control algorithms, and scaling methodologies, is\nexpected to be maintained as confidential trade secrets, which may extend our competitive advantages beyond the term of any patent, although\nsuch protections may be more limited than patent rights and subject to risks of unauthorized disclosure or independent development\nby third parties. Where applicable, sensitive technical data subject to government, customer, or export-control requirements is expected\nto be handled as classified or controlled information in accordance with applicable laws and contractual obligations, with strict access\ncontrols, secure repositories, and disciplined distribution protocols. In addition, we expect to pursue selective patent protection for\ncertain developments where public disclosure is considered strategically appropriate, including in circumstances where patent protection\nmay help deter potential competitors. At the same time, we intend to retain certain detailed implementation knowledge as trade secrets\nwhere we believe such an approach provides a more effective means of protection. Beyond patents and trade secrets, we seek to protect\nthe company’s brand and commercial identity through trademark rights. Our trademark strategy works alongside our broader confidentiality\nand information-protection practices to help safeguard the company’s intellectual property and preserve the value of its brand\nand other commercial assets.

To\nsustain and defend this position, we intend to maintain a structured IP governance and enforcement framework. This includes formal invention\ndisclosure processes, confidentiality and assignment agreements with employees and third parties, controlled access to proprietary information,\nand monitoring of relevant patent filings and technical publications. We believe these measures, together with our patent portfolio,\nare designed to support our ability to protect our proprietary technology and facilitate its commercialization. However, there can be\nno assurance that such measures will be effective in preventing unauthorized use or disclosure, or that our IP rights will provide a\nmeaningful competitive advantage.

In\naddition to our formal IP protections, we seek to reinforce our IP position through contractual and operational controls embedded in\nour business practices. Our employees, contractors, consultants and certain collaborators are generally subject to confidentiality, non-disclosure\nand invention assignment agreements that are intended to clarify ownership of intellectual property developed in the course of their\nengagement and to provide that such developments are assigned to us, to the extent permitted by applicable law. These agreements are\ntypically structured to survive the termination of employment or contractual relationships and are intended to protect our proprietary\ninformation, know-how and related developments over time. However, we cannot assure you that these agreements will be effective in preventing\nunauthorized use or disclosure of our intellectual property or that they will not be challenged or circumvented.

For\npartnerships, sponsored projects, and collaborative engagements, including those with government entities, national laboratories, suppliers,\nand strategic industry partners, we generally employ carefully negotiated IP provisions intended to preserve our ownership of core technology\nwhile enabling controlled collaboration. These agreements are typically structured to define background intellectual property, jointly\ndeveloped intellectual property, and permitted usage rights, and to impose restrictions on disclosure, sublicensing, and reverse engineering.\nWhere work is funded by government or customer programs, we seek to align contractual terms with applicable statutes and regulations,\nwhile maintaining protection over commercially enabling intellectual property, trade secrets, and system-level architecture. Collectively,\nthese agreements, frameworks, and contractual mechanisms are designed to complement our patents and trade secrets by embedding intellectual\nproperty protection into the legal and operational structure of our ongoing and future activities.

Insurance

We\ncurrently maintain director and officer liability insurance, workers’ compensation insurance, and general liability and property\ninsurance for our operations in the U.S. We do not carry key-man life insurance or business interruption insurance. Even if we purchase\nthese kinds of insurance, the insurance may not fully protect us from relevant claims that may occur in future. We believe our current\ncoverage is adequate for our present stage of operations; however, we may seek additional coverage as our business develops and our risk\nprofile evolves.

Research\nand Development

We\nare currently in the research and development (“R&D”) phase of our business. As of September 30, 2026, we had\na team of 13 employees engaged in R&D activities. Of these employees, 11 held at least a bachelor’s degree, including eight\nwho held a master’s degree or higher, six of whom held doctoral degrees. Our R&D team members have an average of approximately\n28 years of relevant work experience. Since our inception, our R&D team has devoted approximately three years to the R&D of our\nLIST technology on our Oak Ridge Test Demonstration Facility, with efforts focused on advancing our LIST technology from laboratory-scale\ntesting toward engineering-scale applications and, ultimately, potential commercial deployment. We have invested over an aggregate of\napproximately $10.7 million on R&D related to our LIST technology from our inception to July 31, 2026.

In\nour Oak Ridge Test Demonstration Facility, we are currently performing experiments in two Phases (Phase 1 and Phase 2) of the four overall\ndevelopment Phases as described below.

Phase\n1 Objectives

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	i.	Perform the systems engineering, integration,\n and testing (SEIT) of the Oak Ridge Test Demonstration Facility in Oak Ridge, Tennessee.

	ii.	Benchmark the enrichment results from the\n 1990’s, and optimize the CRISLA process.

	iii.	Demonstrate the enrichment of uranium using\n LIST technology.

	iv.	Advance to TRL 5 in which laboratory scale,\n similar system validation in relevant environment is completed.

Phase\n1 Description

In\n1993, Cameco Corporation (“Cameco”) performed experiments to enrich UF6 using the two lasers that LIST currently owns. The\nexperiments showed positive results with respect to the separation factor and yield of enriched product. We will replicate these experiments,\nwith some modifications and upgrades. For example, the 1993 demonstration utilized a batch-process\nseparator system, whereas our planned enrichment process is designed to employ a continuous-operation separator system. The upgraded\nseparator has been designed to support continuous operation and incorporates modifications intended to enhance operational efficiency\nrelative to the separator used in the 1993 demonstration. In addition, as described below, the laser systems have been refurbished and\nupgraded as part of our ongoing R&D efforts to improve their operational capabilities and reliability.

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Picture\n4: Separation Chamber used to separate UF6 into product and tails

Our\nOak Ridge Test Demonstration Facility covering approximately 14,000 square feet in Oak Ridge, Tennessee (which is located in\nthe same building owned by NANO Nuclear, from which we lease our headquarters space) was the former badging office for the Oak Ridge\nGaseous Diffusion Enrichment Facility (K25). Equipment has been procured, designed, and manufactured, and is currently being integrated\nand tested in this facility. We plan to initially use the same proven legacy lasers used in 1987-1993 demonstrations, which required\nrefurbishment (i.e., new optics, power supplies, seals, laser metrology). As of May 30, 2026, the legacy lasers have been restored to\na fully operational condition and are currently ready for enrichment testing. We have also started the development of a LIST-owned\nlaser system with Starfire Industries, who is following a phased development approach of prototyping, scaling and industrialization.\nIn addition, as part of our risk mitigation strategy and to establish an alternative to our existing legacy laser systems and reliance\non our third-party contractors, we have purchased two powerful pre-owned CO2 lasers and we are in the process of converting them to CO\nlasers to suit our application. These lasers are commercial off-the-shelf (COTS) turn-key lasers that, after modification, are potentially\ncapable of being integrated into our scaled process. Phase 1 will be performed under the Radiological Material License issued by\nthe State of Tennessee on December 22, 2025.

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Picture\n5 - Upgraded Utilities for Phase 1 Testing

Phase\n1 Proposed Results

As of the date of this\nprospectus, we have commenced activities relating to Phase 1. Our Phase 1 activities currently include laboratory-scale testing and optimization\nof CRISLA enrichment parameters.

By\nthe end of Phase 1, the basic technological components are expected to be integrated so that the system configuration matches the future\nconfiguration of our commercial LEU-3 Facility. Supporting information is expected to include results from the laboratory-scale\ntesting, analysis of the differences between the laboratory and eventual operating system/environment.

Phase\n1 activities are intended to demonstrate and optimize the CRISLA process and to generate data to support the development of scaling parameters\nfor the laser systems, separator system, and related subsystems. Following the completion of Phase 1, our Oak Ridge Test Demonstration\nFacility is expected to be upgraded to support Phase 2 objectives.

Phase\n2 Objectives

The\nprimary objective in Phase 2 is to continue LEU (and LEU+/HALEU) enrichment testing under the Radiological Material License, but with\nindustrially scaled equipment. The gas handling room is expected to be extended outside the building to accommodate additional vacuum\npumps for the UF₆ gas handling system. An area inside the main laboratory will be used for the Phase 2 demonstration, subject to\ncertain modifications. We intend to utilize two next-generation scaled CO laser systems being developed by a third-party contractor exclusively\nfor our use, and may also utilize the industrial COTS lasers (modified) as described above. The separator and UF6 gas\nhandling system are also expected to be further scaled and adapted toward industrial-scale operation. The two laser and separator systems\nare intended to operate in tandem, consistent with the configuration envisioned for the final enrichment facility design.

At\nthe completion of the Phase 2 effort, we expect that the TRL may advance to TRL 6 and potentially TRL 7, subject to assessment by an\nindependent third-party appraiser. TRL 7 generally refers to a system prototype demonstration in a relevant environment. At that stage,\nwe expect the final design of the laser and separator systems and subsystems to be substantially complete. This milestone is intended\nto demonstrate the potential scalability of our LIST technology and its ability to operate at or near continuous duty cycle conditions,\nwith continuous separation between product and tails streams, as contrasted with batch-mode operation.

Data\ngenerated from Phase 2 activities are expected to be used to refine projected economic parameters for a future enrichment facility and\nto further inform and de-risk the performance of supporting equipment.

Phase\n2 Proposed Results

As\nof the date of this prospectus, we have commenced activities and experimental testing of industrial-scale equipment for Phase 2,\ntemporarily in our existing Oak Ridge Test Demonstration Facility. Our Phase 2 activities currently relate to the scaling of some\nhardware components and the renovation of the 150 Americus Property intended to house some of our Phase 2 operations. In September 2026,\nwe converted an industrial CO2 laser to a CO laser, which is to be used in our Phase 2 testing. We anticipate relocating some\nof our Phase 2 operations to the 150 Americus Property upon completion of the planned renovations, specifically to further de-risk\nand industrialize the UF₆ gas handling system, and to manufacture sensitive parts of the separator in a classified machine\nshop inside the 150 Americus Property.

Phase\n2 is intended to evaluate the feasibility of the enrichment process using scaled equipment in a relevant environment and to generate\ndata that may be used to inform the development of economic parameters for the LEU-3 Facility. Phase 2 is also intended to support assessment\nof technical risks and system performance as development progresses; however, the extent to which such risks are reduced or mitigated\nwill depend on the results of testing and demonstration activities.

As\nof the date of this prospectus, experimental testing of industrial-scale equipment has not yet commenced at Phase 2.\nWe expect that, upon completion of Phase 2, the CRISLA technology may reach TRL7, subject to independent third-party assessment. TRL\n7 generally refers to a prototype system demonstration in a relevant environment, which in this context may include demonstration of\nlaser and separator system subsystems at a representative scale and operating condition.

Phase 3 Preliminary Activities

We\nhave also commenced certain preliminary activities relating to Phase 3; however, we have not yet commenced any research and development,\nexperimental or testing activities related to Phase 3. Our Phase 3 activities are currently limited to preparatory work, including preparations\nfor the applicable licensing and regulatory processes, site environmental characterization, and the conceptual design work for our planned\nLEU-3 Facility. These preliminary activities do not constitute the commencement of construction or commercial operations of the\nLEU-3 Facility. We will not commence any construction or commercial operations in Phase 3 until we receive a license from the\nNRC to construct and operate the LEU-3 Facility.

Human\nCapital Resources

As\nof September 30, 2026, we had 29 full-time employees and 18 independent contractors, with an aggregate of 32 advanced degrees\nacross our team, including 16 master’s degrees in fields such as engineering and science, and 16 PhDs.

The\nfollowing table provides a breakdown of our staff by function as of September 30, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Function	Full\n Time \n Employees		Independent \n Contractors		Total\n Number \n of\n Staff	% \n of\n Total
Management		5		-		5	11	%
Research and Development		13		12		25	54	%
Business Operation		8		2		10	22	%
Administration		3		3		6	13	%
Total		29		17		46	100	%

We\nhave a seasoned leadership team with approximately 200 years of combined experience in the nuclear industry. In addition, we have hired\nseveral experts with experience in the uranium enrichment business, which is a specialized segment of the nuclear industry. Our management\nteam places significant attention on matters concerning our human capital assets, particularly on the specific industry and technical\nknowledge that are required to implement our laser enrichment business plan. Accordingly, we regularly review staff development and succession\nplans across our key functions to identify, cultivate, and maintain a pipeline of talent critical to our operations and long-term objectives.

We\nbelieve we offer our staff competitive compensation packages and an environment that encourages self-development and, as a result, have\ngenerally been able to attract and retain qualified personnel and maintain a stable core management team. Our staff are not represented\nby a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with\nour staff and to date, we have not experienced any labor disputes.

Description\nof Properties

Property\nWe Lease

Our\ncorporate headquarters are located at 203 Victorius Blvd E, Oak Ridge, Tennessee, within the K-1330 building on the historic K-25 site.\nWe lease 7,000 square feet in this building for $7,000 per month from NANO Nuclear, a related party, under a lease agreement.\nThe lease has a term of 10 years, commencing from September 2, 2024 and ending on September 1, 2034. The space houses our principal executive\noffices. We also have access to an additional approximately 7,000 square feet of space in this building which houses our laser\nenrichment research and development laboratory and serves as our Oak Ridge Test Demonstration Facility for our CRISLA laser enrichment\nprocess. In December 2025, we received the Radiological Material License from the State of Tennessee for this facility, which permits\nus to procure UF₆ feedstock and to conduct research, development and optimization activities at the site. Further, in October\n2026, the NRC approved our SPPP for our Oak Ridge Test Demonstration Facility. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which\nwill take place in due course.

Property\nWe Own

LIST\nIsland

We own the LIST Island located at 200 Duct Run Road, Oak Ridge, Tennessee for the future construction of our Oak Ridge Commercial Facility.

In\nJanuary 2026, we acquired the LIST Island (formerly known as Duct Island), located adjacent to the historic K-25 uranium enrichment site\nwhere the world’s first uranium enrichment operations were conducted for the Manhattan Project in 1942-1945 in Oak Ridge,\nTennessee. The site comprises approximately 206 acres and is classified as a brownfield property, having been previously used for industrial\npurposes.

Our\ncorporate plan anticipates expanding the Oak Ridge Test Demonstration Facility to the proposed LEU-3 Facility, a licensed commercial\nenrichment facility to be situated on the LIST Island, for Phase 3 and Phase 4 in the future, with site evaluation, design maturation,\nand nuclear-grade construction treated as phase-gated activities aligned to readiness and regulatory milestones. LEU-3 has three different\nmeanings: Low Enriched Uranium, Laser Enrichment of Uranium, and the initials of our three co-founders Liebenberg, Eerkens and U (Mr.\nYu). Our project name will be known as “Project FUEL,” which is short for Future Uranium Enrichment with Lasers. Our Project\nFUEL will be performed in the proposed LEU-3 Facility as announced in January 2026. Subject to obtaining the necessary financing, regulatory\napprovals, permits, and other required authorizations, we currently plan to develop and construct our LEU-3 Facility on the LIST Island,\nwith a target commencement of operations in or around 2033.

Before\nbuilding our LEU-3 Facility, we intend to construct the Pilot Plant designed to produce approximately 50 metric tons of LEU per year\nin or around 2030, with a planned production capacity of approximately 0.5 million SWU per year. Subject to the successful development\nof our technology, the availability of financing, the receipt of required regulatory approvals and licenses, and the successful construction\nand operation of the Pilot Plant, we subsequently plan to develop our commercial LEU-3 Facility on the LIST Island which we currently\nown in Oak Ridge, Tennessee. Upon completion, the LEU-3 Facility is intended to become the first U.S.-origin commercial laser uranium\nenrichment plant in the world, supporting U.S. utilities, next-generation reactor developers while helping to reestablish a resilient\ndomestic nuclear fuel supply chain.

We\ncurrently own and maintain several laboratory and technical assets on our Oak Ridge Test Demonstration Facility, including operational\nCO and CO₂ lasers, industrial vacuum pumps and chillers, optics and optical benches, a time-of-flight mass spectrometer, and metrology\nequipment such as wavelength meters, laser cameras, and power meters, among other instruments. These assets support our ongoing research,\ndevelopment, and operational activities at this site.

150\nAmericus Property

We\nalso own a property located at 150 Americus Ave., Oak Ridge, Tennessee, covering approximately 38,000 square feet. We acquired this property\nin July 2026. The property currently includes a three-story building that was used as a general-purpose light-industrial commercial and\noffice facility prior to our purchase. Subject to the completion of the necessary renovations, upgrades, and other improvements, we currently\nintend to use the building to support some of our Phase 2 operations. The planned renovations and upgrades are expected to commence\nin late 2026 and be completed in fall of 2027.

Material\nAgreements

Share\nPurchase Agreement between LIST and CRISLA, Inc

On\nJune 22, 2023, we entered into a share purchase agreement with the existing shareholders of CRISLA Inc, to acquire all of the issued\nand outstanding shares of CRISLA Inc, a California corporation and proprietary developer of the CRISLA Patent. This acquisition was closed\nin August 2023 for consideration of $1,245,434.

The\nCRISLA Patent was originally invented by Dr. Jeff W. Eerkens and registered with the USPTO in June 2019, which was subsequently\nassigned to CRISLA, Inc. in July 2023. This CRISLA process has the potential for a vast range of applications, including uranium enrichment\nfor nuclear fuel, the production of stable isotopes for medical and scientific research, and applications in quantum computing manufacturing\nfor semiconductor technologies.

As\na result of the acquisition, CRISLA Inc. became a wholly owned subsidiary of us, and thus the CRISLA Patent was integrated into our intellectual\nproperty portfolio.

Patent\nAssignment between LIST and CRISLA Inc.

On\nMarch 22, 2024, LIST entered into a worldwide patent assignment with CRISLA Inc., its wholly owned subsidiary, where CRISLA Inc. assigned\nthe CRISLA Patent and all rights, title and interests related thereto to LIST.

On\nMarch 22, 2024, LIST submitted an application to the United States Patent and Trademark Office (“USPTO”) to record such assignment,\nwhich was subsequently recorded by the USPTO on March 22, 2024.

Upon\nthe assignment recording of the CRISLA Patent, LIST is currently the record owner of the CRISLA Patent.

Joint\nCollaboration Agreement between LIST\nand NANO Nuclear.

Our Joint Collaboration Agreement\nis a framework for our current and proposed future work with NANO Nuclear and provides, among other matters, that (i) NANO Nuclear will\nwork towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆ feedstock for our\nenvisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched and deconverted\nUF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal “preferred\ncustomer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to enter into a future\narrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by NANO Nuclear and enriched\nand deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final sales price of such uranium\nproducts sold to customers shall be determined based on all costs and services related to conversion, enrichment, and deconversion. NANO\nNuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance with its enrichment\nand deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage split and other\nrelevant details, shall be set forth in the definitive agreement.

Under the Joint Collaboration\nAgreement, we and NANO Nuclear further agreed to (i) share costs of developing the contemplated integrated fuel supply chain, particularly\nin the areas where there is an overlapping benefit to both companies, including joint marketing and sales efforts, and to allocate the\ncosts on a case-by-case basis through mutual agreements in writing in accordance with needs of the specific projects or activities involved\nand the proportional benefit to each of them and (ii) share in any jointly developed intellectual property arising from the efforts of\nthe parties. As of the date of this prospectus, we and NANO Nuclear have not yet entered into any definitive agreement regarding the\nforegoing commercial terms. The terms and timing of such agreement remain subject to the appropriate evolution of the businesses of our\ncompany and NANO Nuclear (such that each party could fulfill its obligations), and further future discussions and negotiations between\nthe parties, including with respect to the applicable profit-sharing arrangements, pricing, allocation of costs and expenses, responsibilities\nof the parties, and other commercial terms. The execution of such agreement will also depend on the progress and results of the parties’\ntechnical and commercial development activities and, as applicable, the satisfaction of relevant regulatory and other requirements. Accordingly,\nthere can be no assurance that the parties will enter into such agreement on the terms currently contemplated, or at all.

Under the Joint\nCollaboration Agreement, NANO Nuclear shall be a preferred customer of LIST for enriched and deconverted uranium EUPs, specifically\nfor use in NANO Nuclear’s reactor systems. LIST shall be a preferred customer of NANO Nuclear for UF₆ feedstock,\nspecifically for use in LIST’s enrichment facility or facilities. As used herein, preferred customer shall be entitled to the\nfollowing benefits: (a) priority fulfillment of orders during periods of limited supply or production constraints; (b) favorable\npricing terms compared to regular customers; and (c) any such other benefits as the Parties may determine from time to time and\nagree to in writing. Preferred customer status of a party may not be assigned, transferred, or delegated to any third party without\nthe other party’s prior written consent, which may be withheld at such other party’s sole discretion. In addition, any\nintellectual property developed by the parties as a result of or in connection with their joint activities shall be jointly owned by the parties, with each party retaining a 50% interest.

LIST and NANO Nuclear\nshall also collaborate on joint R&D initiatives that advance the technologies and capabilities of each of LIST and NANO Nuclear,\nparticularly in the areas of fuel supply chain facilities and\ntheir integration into the envisioned nuclear fuel supply chain. Deconversion and fuel fabrication are downstream activities that occur after uranium\nenrichment.

The Joint Collaboration Agreement\nhas a term of 15 years, commencing on November 4, 2024, unless terminated earlier by either party in accordance with the terms set forth\nin such agreement. Either party may terminate this Joint Collaboration Agreement upon thirty (30) days’ written notice to the other\nparty if the other party is in material breach of its obligations under this Joint Collaboration Agreement and fails to cure such breach\nwithin thirty (30) days of receiving written notice thereof. Either party may terminate this Joint Collaboration Agreement at any time\nfor any reason or no reason by providing the other party with at least ninety (90) days’ prior written notice of intent to terminate,\nunless the other party specifies an earlier termination date or, at its sole discretion, waives all or a portion of the notice period\nand accelerates the termination date.

Any dispute, controversy, or claim arising out of or relating to this Joint Collaboration Agreement, including\nany breach, termination, enforcement, interpretation or validity thereof, will first be subject to good-faith negotiation and, if not\nresolved, will be finally and bindingly resolved by arbitration administered by the American Arbitration Association (AAA) in accordance\nwith its Commercial Arbitration Rules, with the arbitration seated and conducted in New York, New York, before a single neutral arbitrator\nappointed by the AAA.

Master\nProfessional Services Agreement, Strategic\nInvestment Agreement and Its Amendment between LIST and Starfire Industries LLC (“Starfire Industries”)

Master Professional Services Agreement

On July 2, 2025, we entered\ninto a master professional services agreement (“MSA”) with Starfire Industries, a U.S.-based plasma and laser systems developer\nand manufacturer located in Illinois. The MSA serves as the framework for the parties to enter into one or more statements of work for\nthe provision of professional supply services and ancillary services (“SIA Services”) by Starfire Industries to the U.S.\nin connection with the Laser Product (as defined below). In the event of a conflict between the MSA and a statement of work, the terms\nof the MSA shall prevail, unless the statement of work expressly references the specific provision in the MSA to be modified by the statement\nof work.

The MSA is effective\nas of July 2, 2025 and shall continue in full force and effect until the earlier of (a) December 31, 2029 and (b) termination in accordance\nwith the terms of the MSA. In the event the MSA is terminated, all of the statements of work then-in-effect shall also terminate unless\nwe expressly request otherwise.

Strategic Investment Agreement and Its Amendment

On\nNovember 14, 2025 and March 24, 2026, we entered into a strategic investment agreement and an amendment to the strategic investment agreement\n(collectively, the “Starfire Agreements”), respectively, with Starfire Industries, a U.S.-based plasma and laser systems\ndeveloper and manufacturer located in Illinois, for the development, production and supply of a customized laser product to be used in\nour CRISLA enrichment process (“Laser Product”).

Pursuant\nto the Starfire Agreements, we have agreed to issue to Starfire Industries 3,000,000 shares of our common stock (“Starfire Shares”)\nin consideration of the grant of the IP license and the provision of SIA\nServices by Starfire Industries to us, subject to a vesting schedule designed to align with our multi-year commercialization\ntimeline and the SIA Services to be provided by Starfire Industries to us. The parties have agreed that the effective fair market value\nof the Starfire Shares is reduced by approximately 42.857% for a valuation of $6 million for tax purposes.

On\nMarch 24, 2026, an aggregate of 3,000,000 shares of our common stock were issued by us to Starfire Industries at a per share price of\n$2.00, subject to a vesting schedule, automatic forfeiture under certain circumstances, and Starfire Industries’ continued\ncompliance with the Starfire Agreements and other related agreements. Under the Starfire Agreements, 750,000 shares of our common stock\nvested on March 24, 2026, with (i) 750,000 shares vesting upon our written determination on the achievement of Milestone 1 (as defined\nbelow) on or before December 31, 2027, (ii) 750,000 shares vesting upon our written determination on the achievement of Milestone\n2 (as defined below) on or before December 31, 2029, and (iii) 750,000 shares vesting upon our written determination on the achievement\nof Milestone 3 (as defined below) on or before December 31, 2031. All determinations of whether a milestone has been achieved\nshall be determined by our company in good faith. If any Milestone is not achieved on or prior to its applicable Milestone timeline,\nthen any portion of the shares that would otherwise vest upon the achievement of such Milestone shall automatically and without further\naction be forfeited for no consideration. Upon any forfeiture of such shares, such shares shall be automatically and irrevocably cancelled\nand shall cease to be outstanding.

Milestone 1 means\nthe following conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and\nMSA; and (2) the parties have successfully developed different prototype lasers and tested the performance of each prototype to identify\nthe best candidate for further development.

Milestone 2 means\nthe following conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and\nMSA; and (2) the parties have successfully scaled up one of the prototypes developed during Milestone 1, meeting the performance requirements\nset by our company, and then developed three scaled lasers, two of which are to be integrated into our Oak Ridge Test Demonstration Facility.

Milestone 3 means the\nfollowing conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and MSA;\nand (2) the parties have used the third scaled laser (which was not integrated into our Oak Ridge Test Demonstration Facility) from Milestone\n2 and have tested and validated such laser for scaled industrialization.

The\nStarfire Agreements supports our objective of establishing a domestic supply chain for CRISLA components. While alternative laser technologies\ncapable of meeting our technical requirements exist, we believe that such alternatives are currently available only from non-U.S. suppliers,\nwhich may present additional considerations relating to procurement, export controls, and long-term supply stability. Accordingly, these\nagreements are intended to support the development and availability of domestically sourced solutions that are aligned with our operational\nand strategic objectives.

Master\nServices Agreement by and between LIST and Enveniam LLC (“Enveniam”)

On\nFebruary 6, 2026, we entered into a master services agreement with Enveniam LLC (“Enveniam”), a joint venture limited\nliability company. Pursuant to this agreement, Enveniam agreed to become our vendor and project partner for the development of our LEU-3\nFacility and provide a broad range of technical project integration services in support of our operations.

The\nresponsibilities of Enveniam include but are not limited to project planning and control, procurement services with applicable quality\nprograms (including NQA-1 compliance as needed), support for engagement with U.S. Government agencies on information and technology security\nprotocols, development and review of functional and operational requirements for tests and demonstrations, site selection support, conceptual\ndesign and cost estimation, environmental reporting, integrated safety analyses, and license application preparation for review by the\nNRC. Enveniam will also develop strategies for specialty compliance programs meeting NRC and DOE requirements, ensure operational readiness\nthrough procedure and startup testing development, and provide consultation and briefings on technical, safety, and licensing matters.

In\nconsideration of the services provided, we will reimburse Enveniam for all approved rates, expenses, materials, travel, and other costs\non a cost-plus basis, with applicable markups. Fees payable under each statement of work are set forth therein.

This\nagreement contains customary confidentiality, data security, and indemnification covenants, as well as heightened intellectual property\ncontrols applicable to the contracting parties and any third parties involved in the performance of services. Execution of a non-disclosure\nagreement is a condition to the performance of services under this agreement.

This\nagreement commences on the date of execution and terminates on the later of the two-year anniversary of such date or the latest termination\ndate set forth in any applicable statement of work. The agreement may be terminated prior to expiration by either party for cause, material\nbreach, change of control, or insolvency, and by us immediately for misconduct, policy violations, or professional neglect. Individual\nstatements of work may also be terminated early, subject to applicable notice and cure periods, with Enveniam entitled to payment for\nall work performed through the date of termination. Enveniam may not assign its rights or delegate its duties under the agreement without\nour prior written consent. This agreement is governed by the laws of the State of Tennessee.

Government\nRegulation

Nuclear\nSafety Regulatory Approval in the United States. For a uranium enrichment facility to be constructed and operated, a license application\nand supporting documentation needs to be prepared and submitted for review and approval by the NRC. The safety base for the facility\nis documented in an integrated safety analysis (ISA). An ISA is a systematic examination of the facility’s processes, equipment,\nstructures, and personnel activities to ensure that all relevant hazards that could result in unacceptable consequences have been adequately\nevaluated, and appropriate protective measures have been identified. NRC-licensed uranium enrichment facilities are like chemical processing\nplants and ISA techniques that have been applied in the chemical industry are generally applicable. A document that contains a summary\nof the ISA will be submitted to the NRC with the license application for LIST.

The\nlicense application submitted to the NRC will also include (a) an overview of the site and processes; (b) the licensees organization,\n(c) the ISA methodology to be used, (d) a radiation protection program, (e) a nuclear criticality safety program; (f) a chemical process\nsafety program; (g) a fire safety program; (h) an emergency management plan; (i) an environmental protection description; (j) a decommissioning\nfunding plan; (k) a management measures program; (l) a material control and accounting plan ; and (m) a physical protection plan.

An\nenvironmental report detailing the potential impacts of the facility (and alternatives) will also be prepared and submitted to the NRC\nfor review. We expect that the NRC will complete its review of our license application and environmental report within 18 months. We\nbelieve that the NRC review time can be compressed by submitting a high-quality application for a facility using proven technology and\nfollowing guidance documents prepared by the NRC. Communication with the NRC during the pre-application period and during the review\nwill help facilitate a successful licensing review.

Other\nRegulations. In addition to nuclear safety regulations, our enrichment facility is subject to other nuclear regulatory controls such\nas special nuclear material safeguards and non-proliferation restrictions. Other U.S. federal and state permits such as air quality,\nradiological material handling, stormwater management, liquid effluent controls, and building permits will be required. In addition,\nlocal permits during construction (for example soil runoff) will be obtained.

Export\ncontrols. Exports related to our enrichment facility and products are controlled by the NRC under applicable federal regulations.\nEnrichment facility equipment and components are under NRC’s export licensing authority as per Appendix F to 10 CFR Part 110. This\nincludes items that are considered especially designed for uranium enrichment. Additionally, 10 CFR 110.9a states that export control\nof special nuclear material is also controlled by the NRC. The purpose of these controls is to prevent the unauthorized transfer of sensitive\ninformation that could adversely affect U.S. national security, nonproliferation objectives, and its unrestricted dissemination could\nreasonably be expected to harm the U.S. interests.

Legal\nProceedings

We\nare not presently a party to any pending claims, lawsuits, or proceedings. From time to time, we may be subject to various claims, lawsuits,\nand other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and\nother proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines,\npenalties, non-monetary sanctions, or relief.

As\nwe continue to grow and develop our products, we anticipate that we will expend significant financial and managerial resources in the\ndefense of our products in the future. We also anticipate that we will expend significant financial and managerial resources to defend\nagainst claims that our products and services infringe upon the intellectual property rights of third parties.

Corporate\nInformation

We were originally incorporated\nunder the laws of the province of British Columbia, Canada, on December 31, 2021. On September 27, 2023, we completed a corporate\ncontinuation and domestication from the Province of British Columbia, Canada, into the State of Nevada, USA. The domestication was effected\nin accordance with the applicable provisions of the Business Corporations Act (British Columbia) and the NRS. Upon the effectiveness\nof the domestication, we ceased to be governed by the laws of British Columbia and continued our existence as a Nevada\ncorporation, and our affairs became governed by the laws of the State of Nevada. See “Corporate History and Structure.”

Our principal offices are currently\nlocated at 203 Victorius Blvd E, K-1330, Oak Ridge, TN, 37830, and our telephone number is (800)-388-5492. Our website is www.laseristech.com.\nInformation contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into,\nthis prospectus.

MANAGEMENT

Executive\nOfficers and Directors

The\nfollowing table sets forth information regarding our executive officers and directors as of the date of this prospectus. Unless otherwise\nstated, the business address for our executive officers and directors is that of our principal executive office at 203 Victorius Blvd\nE, K-1330, Oak Ridge, TN, 37830.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position
Jay\n Jiang Yu	46	Chief\n Executive Officer, Chairman and Director
Christo\n J. Liebenberg	65	President
Ewurama Rhule	48	Chief\n Financial Officer
Viktor\n Chikan	53	Chief\n Technology Officer
Lloyd\n Jollay	59	Chief\n Operations Officer
Atul\n Sabharwal	51	Independent\n Director
Jason S. Mencher	41	Independent\n Director
Eric Forte	44	Independent\n Director

Jay\nJiang Yu is our co-founder, and has been our Chairman and Director since December 2021 and our Chief Executive\nOfficer since August 2025. Mr. Yu was also our President between December 2021 and July 2025. Mr. Yu is an American\nEntrepreneur with approximately 20 years of capital markets experience. He has advised numerous company executives on corporate advisory\nmatters, including capital funding strategies, mergers and acquisitions, structured financing, corporate restructuring, and other business\ndevelopment services. Since 2022, Mr. Yu is the founder and chairman of NANO Nuclear (Nasdaq: NNE), the first vertically integrated advanced\nportable microreactor technology company publicly listed on the Nasdaq. Under his leadership, NANO Nuclear acquired and is actively progressing the KRONOS MMR^TM Energy System, one\nof the highest TRL and patented advanced microreactors in development. Mr. Yu has also been instrumental\nin our operating, fundraising and capital markets activities. Since 2015,\nMr. Yu has served as Chief Executive Officer and Chairman of the Board of Directors of I Financial Ventures Group LLC, an investment\nholdings, corporate advisory and start-up consulting business that advises private and public companies. Earlier in his career, Mr. Yu\nworked as an analyst in the Corporate & Investment Banking Division at Deutsche Bank on Wall Street in New York City.

Mr. Yu holds a Bachelor’s degree in Psychology from the City College of New York. He has completed core coursework\nat the Borough of Manhattan Community College and has taken continuing education classes at Columbia University. In 2021, Mr. Yu was named\none of the Outstanding 50 Asian Americans in Business, the highest award in the Asian American and Pacific Islander community.

Christo\nJ. Liebenberg is our co-founder, and has been our President and Chief Technical Advisor since August 2025. Mr. Liebenberg was\nour Chief Executive Officer between September 2023 and July 2025 and was a consultant to us between February 2024 and November 2024.\nMr. Liebenberg has over 30 years of experience in laser and optical systems, with a focus on Laser Isotope Separation of UF6, having\nbeen involved in several laser enrichment processes across multiple continents. In February 2013, Mr. Liebenberg teamed with Dr. Eerkens\nto investigate the CRISLA laser enrichment process, and in June 2020, Mr. Liebenberg, together with Dr. Eerkens, co-founded CRISLA, Inc.,\na company engaged in resurrecting the CRISLA laser enrichment process, and has been Chief Executive Officer of CRISLA, Inc. since then.\nBetween 2012 and 2024, Mr. Liebenberg worked with the research team at Advanced Semiconductor Materials Lithography (ASML), a manufacturer\nof EUV equipment that is used to make advanced semiconductor chips, where he was involved in the research and development\nof CO2 laser systems used to generate EUV light for the manufacture of modern semiconductor chips. Between 2006 and 2011, Mr. Liebenberg\nserved as a Laser Systems Manager at Silex Systems Ltd. (“Silex”), where he played a key role in the architecture of the\ntest loop facility of Global Laser Enrichment in Wilmington, NC. From 2004 to 2005, he worked as a Senior Research Officer at Central\nQueensland University. Prior to that, Mr. Liebenberg worked at a few companies, including Atomic Energy Corporation of South Africa,\nwhere he led the optimization of enrichment parameters for the MLIS process.

Mr.\nLiebenberg holds a Master of Science degree in Physics from Stellenbosch University in South Africa. Over his career, Mr. Liebenberg\nhas been a co-inventor on several patents and has authored numerous technical papers and reports.

Ewurama\nRhule has been our Chief Financial Officer since January 2025. Ms. Rhule has over 20 years of experience in financial management,\nreporting, and operations across small, mid-sized, and Fortune 500 enterprises spanning multiple industries. Ms. Rhule has extensive\nexperience in fund accounting and financial reporting across a variety of industries, including real estate, healthcare, and food distribution.\nFrom 2021 to 2024, Ms. Rhule served as a Financial Operations Manager at ArcLedge Inc., a company focused on providing outsourced financial\ncontroller services. From 2020 to 2021, Ms. Rhule served as a Senior Fund Accountant at State Street Corporation, a global\nfinancial service and bank holding company that provides investment services to institutional investors. From 2016 to 2020, she served\nas an Accounting Manager and Analyst at Sysco Corporation, a global food company in selling, marketing and distributing food products\nto restaurants.

Ms.\nRhule received a Bachelor of Arts (Honours) from the University of British Columbia in Canada in 2001. She earned her Certified Management\nAccountant (CMA) designation in British Columbia, Canada in 2007, which was unified into the Chartered Professional Accountant (CPA)\ndesignation in 2015, and she currently holds the CPA (CMA) designation.

Viktor\nChikan has been our Chief Technology Officer since December 2024. He previously served as a Team Leader and interim Chief\nTechnology Officer with us from August 2024 to November 2024. Dr. Chikan has extensive experience in laser systems, nanomaterials\nresearch, and advanced technology development across academic and industry settings. From 2022 to 2024, Dr. Chikan served as Group Lead\nand Function Owner of the Droplet Generator team in the EUV Research section at ASML in San Diego, where he was responsible for building\nthe droplet generator functional team and laboratory. From 2016 to 2022, Dr. Chikan served as a Fulbright Distinguished Scholar and Team\nLead at the Extreme Light Infrastructure (ELI-ALPS), a research facility dedicated to producing ultra-intense, ultrashort pulses of laser\nlight and electron magnetic particles, where he contributed to technology and facility development. From 2005 to 2022, Dr. Chikan served\nas an Associate Chemistry Professor at Kansas State University, where he secured funding for his chemistry research projects, developed\nnanomaterials, co-patented cancer research innovations, and mentored students. Prior to this, Dr. Chikan conducted postdoctoral research\nat Lawrence Berkeley National Laboratory and the University of California, Berkeley from 2003 to 2005, focusing on laser-induced experiments\nin combustion and planetary atmospheres.

Dr.\nChikan holds a Doctor of Philosophy from Kansas State University and a Master of Science from the University of Szeged.

Lloyd\nJollay has been our Chief Operations Officer since February 2026. Mr. Jollay previously served as the Manager of UF6 Handling\nSystems at LIST between July 2025 and January 2026. Mr. Jollay has over 30 years of experience in nuclear safety, materials\nmanagement, and advanced fuel cycle operations. Between 2022 and 2025, Mr. Jollay served as Vice President of Isotopes and Nuclear Fuel\nCycle at Boston Government Services from, where he led the development of nuclear safety programs and provided licensing support for\nadvanced reactor and isotope production initiatives. From 2015 to 2022, Mr. Jollay held multiple leadership positions at the Y-12 National\nSecurity Complex in Oak Ridge, Tennessee where he directed nuclear material applications, oversaw HEU supply and return efforts, managed\nmultimillion-dollar budgets supporting domestic and international nuclear nonproliferation programs, and led criticality safety teams\nsupporting compliance with the Naval Petroleum Office, the NNSA, and the Defense Nuclear Facilities Safety Board (DNFSB).

Mr.\nJollay holds a Master of Business Administration and a Bachelor of Science in Engineering Physics from the University of Tennessee, Knoxville.\nHe is a certified Six Sigma Black Belt and maintains active membership in the American Nuclear Society and the Institute of Nuclear Materials\nManagement.

Atul\nSabharwal has been our director since June 2024. Mr. Sabharwal has over 10 years of experience in the digital media and\nmobile industry. Mr. Sabharwal is the founder of Snipp Interactive, Inc., a public company (TSXV:SPN; OTCPK: SNIPF) focused on\ncombining technology, data, and shopper insights for Fortune 500 companies, and has served as the Chief Executive Officer of\nthis company since early 2012. He is also the founder of the Finalysis Group, a consulting firm providing strategic\nadvisory services since December 2004. Mr. Sabharwal has served on the Board of Directors of ACME Solar India Ltd., a\npublic company focused on renewable energy in India (NSE:ACMESOLAR), since 2024. Earlier in his career, Mr.\nSabharwal served on the Board of Directors of eSolar, an Idealab company. He also held various business and\nstrategic development positions at AOL Media LLC, served as a management consultant with IBM Business Services\nand PricewaterhouseCoopers, and worked as an analyst at Boston Consulting Group.

Mr.\nSabharwal holds an MBA from the Australian Graduate School of Management, University of New South Wales and attended Wharton at\nthe University of Pennsylvania. We believe that Mr. Sabharwal is qualified to serve as a director of our company because of his experience\nin digital media, mobile technology, and business development.

Jason\nS. Mencher has been our director since October 2026.Mr. Mencher has over 12 years of experience in urban planning, environmental\nreview, and real estate law. Since August 2021, Mr. Mencher has served as a Senior Planner at AKRF, Inc., a planning, environmental consulting,\nand engineering firm. In that role, he manages land use planning and environmental review projects for private developers and municipal\nclients, including environmental impact statements under the New York State Environmental Quality Review Act, zoning review, and pre-project\ndue diligence. In addition to his planning practice, Mr. Mencher has served as a member of the Village of Croton-on-Hudson Conservation\nAdvisory Council since February 2025, and he served as a member of the Town of Ossining Planning Board from March 2022 to December 2024.\nFrom April 2016 to May 2019, Mr. Mencher served as an Associate Attorney at Pryor Cashman LLP, a law firm, where he handled complex real\nestate litigation involving commercial leasing, hospitality industry disputes, and property, zoning, and land use matters, and advised\nclients on risk management and litigation exposure. From September 2014 to April 2016, Mr. Mencher served as an Associate Attorney at\nMound Cotton Wollan & Greengrass LLP, a law firm, where he handled insurance and commercial litigation matters.

Mr. Mencher holds a\nBachelor of Arts in Architecture from Yale University, a Juris Doctor from Hofstra University School of Law, and a Master of Science\nin Urban Planning from the Graduate School of Architecture, Planning and Preservation at Columbia University. He is admitted to practice\nlaw in New York State and is a Certified Planner by the American Institute of Certified Planners. We believe that Mr. Mencher is qualified\nto serve as a director of our company because of his experience in environmental review, land use planning, real estate law, and risk\nmanagement.

Eric\nForte has been our director since October 2026. Mr. Forte has over 20 years of experience in mortgage origination, brokerage,\nand sales management. Since May 2009, Mr. Forte has owned and served as President and Broker of Record of Prudential Borrowing, LLC,\na mortgage brokerage firm based in New York that operates in 13 states. In that role, he oversees the firm’s daily operations and\nmanages its loan origination staff. From January 2008 to May 2009, Mr. Forte served as Branch Manager of Allstate Home Equities Corp.,\na mortgage company, where he managed a team of loan officers and oversaw the origination and processing of loans. From June 2006 to December\n2007, Mr. Forte served as Sales Manager of Shaw Mortgage Group, Inc., where he managed a team of loan officers and oversaw the origination\nand processing of loans. From April 2005 to May 2006, Mr. Forte served at Fairfield Financial LLC, first as a Loan Officer and subsequently\nas Sales Manager, where he managed a team of loan officers and oversaw the origination of loans, including FHA loans. From August 2003\nto March 2005, Mr. Forte served as a Loan Officer at Vantage Mortgage, where he originated loans and assisted clients in obtaining financing.

Mr.\nForte holds a Bachelor of Business Administration in Marketing from Baruch College, The City University of New York. We believe that\nMr. Forte is qualified to serve as a director of our company because of his experience management experience in the financial services\nindustry.

Our\nExecutive Advisory Board

We\nhave assembled an Executive Advisory Board comprised of military, scientific and governmental experts. Our Executive Advisory Board provides\nindustry knowledge and important contacts to our management team. The following table sets forth certain information regarding our Executive\nAdvisory Board:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position
John\n M. Paxton Jr.	75	Executive\n Chair of Military and Defense
John\n M. Shimkus	68	Chair\n of Energy Policy
Brent\n Park, Ph.D.	63	Executive\n Director of Nuclear Security and Safeguards Policy
Lieutenant General S. Clinton\n Hinote (Ret.)	56	Executive\n Chair of Federal and Defense Initiatives
Randall\n L. Beatty, Ph.D.	74	Chairman\n of the Executive Advisory Board for UF6 Gas Handling Systems
Junaid\n Razvi Ph.D.	76	Senior\n Advisor in Nuclear Energy
Dennis\n Garratt, Ph.D.	77	Chairman\n of the Executive Advisory Board for Laser Enrichment (CRISLA 2G Canada)
Tom\n Blees	74	Head\n of Corporate Initiatives

John\nM. Paxton Jr. has been our Executive Chair of Military and Defense since August 2024. General Paxton has over 40 years of experience\nin the United States Marine Corps, from his commissioning in 1974 through his retirement in August 2016. From December 2012 to August\n2016, he was the 33rd Assistant Commandant of the Marine Corps. He previously served as Director of Operations (J-3) for the Joint Staff\nfrom August 2008 through December 2010, with responsibility for global operations and crisis response, and as Commanding General\nof the 1st Marine Division from 2006 to 2007. His other senior commands included Commander of II Marine Expeditionary Force, Commanding\nGeneral of Marine Corps Forces Command, and Commander of Marine Corps Forces Europe and Marine Corps Forces Africa.

General\nPaxton holds Bachelor of Science and Master of Science degrees in Civil Engineering from Cornell University. His military decorations\ninclude the Defense Distinguished Service Medal, the Navy Distinguished Service Medal, and the Legion of Merit. We believe General Paxton\nis qualified to serve as our Executive Chair of Military and Defense because of his senior leadership in both the United States\nMarine Corps and across the joint force and his experience in global operations and crisis response.

John\nM. Shimkus has been our Chair of Energy Policy since August 2024. Mr. Shimkus served in the U.S. House of Representatives\nfrom 1997 to 2021. Mr. Shimkus represented portions of thirty-three counties during his tenure in the U.S. House of Representatives.\nHe most recently represented the 15th Congressional District from 2013 until his retirement in 2021. During his service in Congress,\nMr. Shimkus was a senior member of the Energy and Commerce Committee and served as Chairman of its Environment Subcommittee\nfrom 2011 to 2019 and as the Subcommittee’s Republican Leader from 2019 to 2021. During his tenure in Congress, Mr. Shimkus\nsupported legislation relating to biodiesel fuel, the renewable fuel standard, 9-1-1 emergency services, and\nchildren’s booster seat safety. He also worked on matters relating to the nuclear waste management cycle, energy security,\nand public safety. From 2001 to 2014, and again from 2017 to 2021, Mr. Shimkus represented the U.S. in the NATO Parliamentary\nAssembly. He also was a co-founder and Chairman of the Congressional Baltic Caucus.

Mr.\nShimkus began his career in the United States Army. He graduated from the U.S. Military Academy at West Point in 1980,\nwith a degree in general engineering. As a military officer, Mr. Shimkus served five years on active duty, including three years\nin West Germany. He retired from the Army Reserves in 2008 as a Lieutenant Colonel. Before entering Congress, Mr.\nShimkus worked as a high school teacher and was elected as Madison County Treasurer in Illinois. After leaving Congress, he\nhas been a Principal consultant with the KBS group, a bipartisan and bistate economic development and lobbying firm.\nHe was also a distinguished lecturer at Southern Illinois University, Edwardsville, and served as an interim elementary school\nprincipal. We believe Mr. Shimkus is qualified to serve as our Chair of Energy Policy because of his extensive experience in U.S.\nenergy legislation, nuclear energy advocacy, and government relations.

Brent\nPark, Ph.D. has been our Executive Director of Nuclear Security and Safeguards Policy since May 2025. Dr. Park is a nuclear physicist\nand former government official with leadership experience at Los Alamos National Laboratory (LANL), the Nevada Test Site (NTS), and ORNL.

Since\n2021, Dr. Park has served as the founder of One Step Removed, LLC, an early-stage business developing advanced hydro power systems. From\n2018 to 2021, Dr. Park served as a Deputy Administrator for Defense Nuclear Nonproliferation at the NNSA, a semiautonomous agency within\nthe DOE, who had been nominated by President Donald J. Trump and confirmed by the United States Senate. In that role, he led the NNSA’s\nDefense Nuclear Nonproliferation programs in support of the nation’s nonproliferation treaties, international arms control, nuclear\nsecurity, safeguards, and export control policies. From 2010 to 2018, Dr. Park served as Associate Laboratory Director at ORNL, where\nhe led the science-to-application efforts for the laboratory’s national security programs. From 2006 to 2010, he served as a Director\nof the NNSA’s Remote Sensing Laboratory at the NTS. From 1989 to 2006, he managed and contributed to basic and applied research\nprograms at LANL in the areas of nuclear weapons physics and engineering, stockpile stewardship, nuclear emergency response, and nuclear\nfacility operations.

Dr.\nPark holds a Doctor of Philosophy in Physics from Ohio University, a Master of Science in Nuclear Physics from Indiana University, a\nMaster of Science in Physics from Indiana State University, and a Bachelor of Science in Physics and Mathematics from Illinois State\nUniversity. We believe Dr. Park is qualified to serve as our Executive Director of Nuclear Security and Safeguards Policy because of\nhis extensive experience in nuclear nonproliferation, national security, and federal nuclear program leadership.

Lieutenant General S. Clinton\nHinote (Ret.) has been our Executive Chair of Federal and Defense Initiatives since August 2025. Lieutenant General Hinote has\nmore than three decades of experience in the United States Air Force, having served in a wide range of operational command, strategic\npolicy, and senior staff assignments.

From\n2020 to 2023, Lieutenant General Hinote served as Deputy Chief of Staff for Strategy, Integration, and Requirements at the Pentagon,\na position to which he was confirmed by the United States Senate in June 2020, where he led Air Force Futures, shaped long-range concepts,\ndirected the Air Force’s major wargaming efforts, and aligned future-force design and acquisition priorities. From 2018 to 2020,\nhe served as Deputy Director and then Director of Warfighting Integration, developing long-range concepts and technology-development\nplans to position the force for great-power competition. From 2017 to 2018, he served as Deputy Director of the Office of Security Cooperation\nin Iraq, overseeing a $16 billion security cooperation portfolio under the U.S. Ambassador to Iraq. From 2015 to 2017, he served\nas Military Assistant to the Deputy Secretary of Defense.

Earlier\nin his career, Lieutenant General Hinote commanded the 8th Fighter Wing at Kunsan Air Base, South Korea (2013 to 2014), served as Vice\nCommander of the 52nd Fighter Wing at Spangdahlem Air Base, Germany (2010 to 2011), commanded the 3rd Fighter Training Squadron (2009\nto 2010), served as Chief of Strategy for U.S. Air Forces Central (2006 to 2007), and served as an instructor at the U.S. Air Force Weapons\nSchool (2003 to 2004). Following his retirement from the Air Force, Lieutenant General Hinote has served as Principal of Hinote Strategy\nLLC since 2023 and as Professor of Policy Analysis at the Pardee RAND Graduate School since 2024.

Lieutenant\nGeneral Hinote holds a Bachelor of Science in Physics from the United States Air Force Academy, a Master of Public Policy from the Harvard\nKennedy School, and a Doctor of Philosophy in Military Strategy from Air University. He is the recipient of numerous military decorations,\nincluding the Distinguished Service Medal, the Defense Superior Service Medal, the Legion of Merit, the Bronze Star Medal, and multiple\nAir Medals. We believe Lieutenant General Hinote is qualified to serve as our Executive Chair of Federal and Defense Initiatives because\nof his extensive experience in Air Force strategy, operational command, and defense policy.

Randall\nL. Beatty, Ph.D. has been our Chairman of our Executive Advisory Board for UF6 Gas Handling Systems since April 2026. Dr. Beatty\nis an international nuclear fuel cycle specialist with technical expertise in export control, scientific cooperation, and uranium processing,\nwith an emphasis on enrichment and fuel fabrication.

From\n2012 until his retirement in 2019, Dr. Beatty served as a Distinguished Research and Development Staff Member in the Nuclear Security\nand Isotope Technology Division at (ORNL, during which he served as the DOE’s Office of Nuclear Energy Laboratory Lead for China\nCooperation and as the NNSA Laboratory Lead for South African highly enriched uranium (HEU) minimization. From 2008 to 2012, Dr. Beatty\nserved as Program Manager and Section Head for the International Project on Innovative Nuclear Reactors and Fuel Cycles (INPRO) at the\nInternational Atomic Energy Agency (IAEA) in Vienna, Austria. From 2002 to 2008, he served as a Senior International Program Manager\nin ORNL’s Nuclear Security Technologies Group, advising the U.S. Department of State’s Office of Proliferation\nThreat Reduction and the U.S. Department of Homeland Security’s Science and Technology Directorate. From 1995 to 2002, Dr. Beatty\nserved as the United States Deputy Executive Director of the International Science and Technology Center (ISTC) in Moscow, Russia, where\nhe held diplomatic rank as a senior representative of the U.S. Department of State. Earlier in his career, Dr. Beatty held program management\nand engineering positions at ORNL, DOE, and Science Applications International Corporation, including service as the AVLIS uranium processing\nand feed program manager.

Dr.\nBeatty holds a Master of Science in Engineering Administration from the University of Tennessee and a Bachelor of Science in Chemistry\nfrom George Washington University. We believe Dr. Beatty is qualified to serve as Chairman of our Executive Advisory Board for UF6 Gas\nHandling Systems because of his extensive experience in nuclear fuel cycle operations, uranium enrichment, and international nuclear\ncooperation.

Junaid\nRazvi Ph.D. has been our Senior Advisor in Nuclear Energy since May 2024. Dr. Razvi has extensive experience in advanced nuclear\nfission programs, radioisotope production, reactor operations, and nuclear fuel manufacturing.

From\n1978 to 2018, Dr. Razvi held a series of engineering, program management, and business development positions at General Atomics, where\nhe directed the company’s global activities for its Training, Research, Isotopes, General Atomics (TRIGA)\nresearch reactor facilities and managed General Atomics’ nuclear facilities, including research reactor operations and nuclear\nfuel manufacturing. During that tenure, he led initiatives to develop intellectual property and establish domestic production of critical\nmedical radioisotopes, including fission-based molybdenum-99, and managed a U.S.-Russia collaboration, sponsored by the DOE’s National\nNuclear Security Administration and Russia’s Rosatom, to develop advanced Generation IV gas-cooled reactor technology in support\nof bilateral treaties for the disposal of plutonium from dismantled nuclear weapons. He also contributed to developing solutions for\nthe safe transport of used nuclear fuel. Since 2018, Dr. Razvi has served as founder and Principal Consultant of Canopus Energy Group,\nLLC, a nuclear technology consultancy, and since 2021 as co-founder and Chair of the Technical Advisory Board of Stargena, Inc., an innovator\nin next-generation nuclear energy.

Dr.\nRazvi holds a Doctor of Philosophy in Nuclear Engineering from Kansas State University, a Master of Science in Nuclear Engineering from\nthe University of Washington, and a Bachelor of Arts in Physics and Mathematics from Wabash College. We believe Dr. Razvi is qualified\nto serve as our Senior Advisor in Nuclear Energy because of his extensive experience in advanced nuclear reactor programs, radioisotope\nproduction, and international nuclear facility management.

Dennis\nGarratt, Ph.D. has been our Chairman of our Executive Advisory Board for Laser Enrichment (CRISLA 2G Canada) since May 2024.\nDr. Garratt is a chemist with more than 50 years of research and management experience across academic, government, and industrial settings.

From\n1996 to 2016, Dr. Garratt was the founder and principal of D.G. Garratt and Associates, a research and development management consulting\nfirm, and from 2000 to 2009, he served in the Scientific Research and Experimental Development program of the Canada Revenue Agency.\nFrom 1989 to 1996, Dr. Garratt served as Director of the Research and Development Division of Cameco Corporation, and concurrently, from\n1990 to 1993, as Director of Research and Development at CRISLA Technologies, a Canadian company unrelated to our company. From\n1981 to 1990, he held a series of research and management positions in the Research and Development Division of Eldorado Resources\nLtd. and Eldorado Nuclear Ltd., including Principal Scientist and Manager of Special Projects. From 1979 to 1981, Dr. Garratt served\nas a Research Officer at the National Research Council of Canada, and from 1976 to 1979 as a Professor of Chemistry at the University\nof Ottawa, following postdoctoral research in the laboratory of Nobel Laureate R.B. Woodward at Harvard University.

Dr.\nGarratt holds a Doctor of Philosophy in Physical Organic Chemistry and a Bachelor of Science in Mathematics, Physics, and Chemistry,\nboth from the University of Toronto. He is a co-inventor on multiple patents in uranium processing and fluorine chemistry, including\nthe CRISLA process, and has authored numerous peer-reviewed publications. We believe Dr. Garratt is qualified to serve as Chairman of\nour Executive Advisory Board for Laser Enrichment (CRISLA 2G Canada) because of his extensive experience in chemistry research, nuclear\nfuel cycle development, and industrial research and development management.

Tom\nBlees has been our Head of Corporate Initiatives since June 2023. Mr. Blees is an advanced energy systems consultant with extensive\nexperience advising private industry and governments at the local, national, and international levels. Since approximately 2009, he has\nserved as President of the Science Council for Global Initiatives, an international non-governmental organization of climatologists,\nscientists, and engineers engaged in advanced energy systems and climate research, with an emphasis on nuclear power. He is a member\nof the selection committee for the Global Energy Prize, an international award recognizing achievement in energy research. Mr. Blees\nis the author of Prescription for the Planet: The Painless Remedy for Our Energy and Environmental Crises, and has been involved\nin coordinating international cooperation on advanced nuclear power systems and fuel cycle projects across a number of countries.

We\nbelieve Mr. Blees is qualified to serve as our Head of Corporate Initiatives because of his extensive experience in international energy\npolicy, advanced nuclear power systems, and global governmental and institutional relations, including his service as President and\nfounder of the Science Council for Global Initiatives and his authorship of Prescription for the Planet, a book on advanced nuclear\nenergy policy.

Role\nof the Executive Advisory Board

The\nrole of our Executive Advisory Board is to assist our management with general business and strategic planning, leveraging the expertise\nof its members in the nuclear energy and uranium enrichment industry, defense and military affairs, and governmental, policy and regulatory\nmatters. The function of our Executive Advisory Board includes, without limitation, the following:

●\nproviding analysis of the nuclear energy and enrichment market, including key trends, opportunities and challenges, and assessing potential\napplications of our LIST technology across the nuclear sector;

●\nleveraging their professional networks and relationships to connect us with key industry stakeholders, potential strategic partners,\nresearch institutions, clients and other valuable contacts;

●\nadvising on the formation of strategic partnerships and collaborations to further develop, expand or commercialize our LIST technology\nand its applications;

●\nadvising on navigating nuclear regulatory requirements, including licensing and safety compliance, and on alignment with the guidelines\nof the DOE, the NNSA, the NRC and other federal and state authorities, as well as relevant international safeguards;

●\nmonitoring developments in defense, military, energy, and governmental policy and regulations, and advising management regarding the\npotential implications of such developments for our business, operations, strategic planning, and potential business opportunities;

●\nassisting us in identifying and pursuing government and commercial funding opportunities, including reviewing proposals and grant applications\nfor government and commercial contracts;

●\nfacilitating relationships with industry participants, governmental agencies, and policy stakeholders, and assisting us in identifying\nand establishing contacts with individuals and organizations relevant to the development and advancement of our projects.; and

●\nproviding strategic advice, guidance, and periodic briefings to our board of directors and management team based on the members’\nrespective experience and areas of expertise, and assisting management in evaluating and developing business strategies and operational\ninitiatives.

Consulting\nAgreements with the Members of the Executive Advisory Board

We\nhave entered into a consulting agreement with each member of our Executive Advisory Board under substantially similar terms and conditions,\nexcept for Brent Park, Ph.D. and Lieutenant General Hinote. Our arrangement with Brent Park, Ph.D. has been formalized through\na consulting agreement with One Step Removed, LLC, who serves as President and CEO, and is subject to analogous terms and conditions,\nand our arrangement with Lieutenant General Hinote has also been formalized through a consulting agreement with Hinote Strategy LLC,\nwho serves as the principal owner, and is subject to analogous terms and conditions. Our Executive Advisory Board members are not employees\nof our company; instead, they serve as independent contractors and can resign or be terminated by us at any time. They may pursue any\nother activities and engagements during their terms of agreements with us.

Pursuant\nto these consulting agreements, each member of our Executive Advisory Board is entitled to certain cash payments for services rendered.\nThese agreements also contain customary restrictive covenants relating to confidentiality, non-solicitation, non-disparagement, and indemnification.\nThe term of these agreements is between 12 months and 48 months, commencing from their respective effective dates between June 2023 and\nApril 2026, subject to early termination. As of July 31, 2026, October 31, 2025 and 2024, the members of our Executive Advisory\nBoard received compensation of $192,000, $248,000, and 114,000, respectively.

Option\nGrants to the Members of the Executive Advisory Board

Pursuant\nto the above-mentioned consulting agreements and our 2023 Stock Option Plan, we granted stock options to certain members\nof our Executive Advisory Board.

The\nstock options granted to these individuals vested in full on each applicable grant date pursuant to the terms of their respective option\nagreements. The following table provides information regarding\nthe stock options held by certain members of our Executive Advisory Board as of the date of this prospectus.

	Grant\n Date		Vesting \n Start\n Date		Number\n of Securities Underlying Unexercised Options Vested (#)	Number\n of Securities Underlying Unexercised Options Unvested (#)	Options\n Exercise Price ($)		Options \n Expiration\n Date
John M. Paxton Jr.		August 13, 2024		August 13, 2024		125,000		-		$	0.75	August 13, 2028\n
John M. Shimkus		August\n 1, 2024		August\n 1, 2024		75,000		-		$	0.75	August\n 1, 2028
Brent Park, Ph.D.		November 10, 2025		November 10, 2025		50,000		-		$	3.00	November 10, 2031\n
Lieutenant General S. Clinton\n Hinote (Ret.)		-		-		-		-			-	-
Randall L. Beatty, Ph.D.		-		-		-		-			-	-
Junaid Razvi Ph.D.		-		-		-		-			-	-
Dennis Garratt, Ph.D.		-		-		-		-			-	-
Tom Blees		-		-		-		-			-	-

Share\nIssuance to the Members of the Executive Advisory Board

Separately,\neach of the following members of our Executive Advisory Board received the following shares of our common stock for services rendered\npursuant to the respective consulting agreement, in the share amounts and at the per-share purchase prices set forth below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares		Purchase Price Per Share
Randall L. Beatty, Ph.D.		200,000		$	0.30
Junaid Razvi Ph.D.		40,000		$	0.75
Dennis Garratt, Ph.D.		30,000		$	0.75
Thomas Blees		80,000		$	0.13

See\n“History of Securities Issuances.”

Family\nRelationships

There\nare no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become\ndirectors or executive officers.

Number\nand Terms of Office of Officers and Directors

Our\nbusiness and affairs are organized under the direction of our board of directors. Our board of directors consists of four directors,\nincluding one executive director and three independent directors.

Our\nbylaws provide that the number of directors will be fixed by the board of directors within a range of between one and 15 directors. The\ndirectors need not be stockholders unless so required by our articles of incorporation. The minimum or maximum number may be increased\nor decreased from time to time only by an amendment to the bylaws, which power belongs exclusively to our board of directors.

Our\nofficers are appointed by the board of directors and shall hold office at the discretion of the board of directors until their successors\nare duly elected and qualified, unless sooner removed. Our board of directors is authorized to appoint officers to the offices set forth\nin our bylaws.

Director\nIndependence

The\nNasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined\ngenerally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer\nof an organization that has a relationship with our company). We currently have three “independent directors” as defined\nin the Nasdaq listing standards and applicable SEC rules.

Our\nboard has determined that Atul Sabharwal, Jason S. Mencher and Eric Forte are independent directors under applicable\nSEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Board\nCommittees

Our\nboard of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.\nOur board of directors have adopted a charter for each of these three committees. Prior to the completion of this offering, copies\nof each committee’s charter will be posted on the Investor Relations section of our website, which will be located at laseristech.com.\nEach of the committees of our board of directors has the composition and responsibilities described below. Our board of directors may\nfrom time to time establish other committees as it deems appropriate. We have adopted an Executive Compensation Clawback Policy,\nfor which our Compensation Committee’s decisions will be final, conclusive, and binding on all of our executive officers.

Audit\nCommittee

Atul\nSabharwal, Jason S. Mencher and Eric Forte serve as members of our Audit Committee with Atul Sabharwal serving as the\nchairman of the Audit Committee. All of our Audit Committee members satisfy the “independence” requirements of the Nasdaq\nlisting rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has determined that\nAtul Sabharwal possesses accounting or related financial management experience that qualifies him as an “audit committee financial\nexpert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting\nprocesses and the audits of our financial statements. Our Audit Committee performs several functions, including:

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evaluating\n the performance, independence and qualifications of our independent registered public accounting\n firm and determining whether to retain our existing independent registered public accounting\n firm or engage new independent registered public accounting firm;

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reviewing\n and approving the engagement of our independent registered public accounting firm to perform\n audit services and any permissible non-audit services;

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reviewing\n our annual and quarterly financial statements and reports, including the disclosures contained\n under the caption “Management’s Discussion and Analysis of Financial Condition\n and Results of Operations,” and discussing the statements and reports with our\n independent registered public accounting firm and management;

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reviewing\n with our independent registered public accounting firm and management significant issues\n that arise regarding accounting principles and financial statement presentation and matters\n concerning the scope, adequacy and effectiveness of our financial controls;

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reviewing\n our major financial risk exposures, including the guidelines and policies to govern the process\n by which risk assessment and risk management is implemented; and

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reviewing\n and evaluating on an annual basis the performance of the audit committee, including compliance\n of the audit committee with its charter.

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Compensation\nCommittee

Atul\nSabharwal, Jason S. Mencher and Eric Forte serve as members of our Compensation Committee with Atul Sabharwal serving\nas the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements\nof the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee\ninclude, among other things:

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reviewing,\n modifying and approving (or if it deems appropriate, making recommendations to the full board\n of directors regarding) our overall compensation strategy and policies;

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reviewing\n and approving the compensation, the performance goals and objectives relevant to the compensation,\n and other terms of employment of our executive officers;

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reviewing\n and approving (or if it deems appropriate, making recommendations to the full board of directors\n regarding) the equity incentive plans, compensation plans and similar programs advisable\n for us, as well as modifying, amending or terminating existing plans and programs;

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reviewing\n and approving the terms of any employment agreements, severance arrangements, change in control\n protections and any other compensatory arrangements for our executive officers;

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reviewing\n with management and approving our disclosures under the caption “Compensation Discussion\n and Analysis” in our periodic reports or proxy statements to be filed with the\n SEC; and

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preparing\n the report that the SEC requires in our annual proxy statement.

Our\nExecutive Compensation Clawback Policy has been adopted. The recovery of incentive-based compensation from an executive officer\nas provided for in this policy shall apply only in the event that our company is required to prepare an accounting restatement due to\nthe material noncompliance of our company with any financial reporting requirement under the United States securities laws, including\nany required accounting restatement to correct an error in previously issued financial statements that is material to the previously\nissued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left\nuncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive,\nand binding on all of our executive officers.

Nominating\nand Corporate Governance Committee

Atul\nSabharwal, Jason S. Mencher and Eric Forte serve as members of our Nominating and Corporate Governance Committee with\nJason S. Mencher serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate\nGovernance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence\nstandards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things:

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identifying,\n reviewing and evaluating candidates to serve on our board of directors consistent with criteria\n approved by our board of directors;

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evaluating\n director performance on the board and applicable committees of the board and determining\n whether continued service on our board is appropriate;

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evaluating,\n nominating and recommending individuals for membership on our board of directors; and

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evaluating\n nominations by stockholders of candidates for election to our board of directors.

The\nnominating and corporate governance committee will take into account many factors in determining recommendations for persons to serve\non the board of directors, including the following:

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personal\n and professional integrity, ethics and values;

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experience\n in corporate management, such as serving as an officer or former officer of a publicly-held\n company;

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experience\n as a board member or executive officer of another publicly-held company;

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strong\n finance experience;

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diversity\n of expertise and experience in substantive matters pertaining to our business relative to\n other board members;

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diversity\n of background and perspective including, without limitation, with respect to age, gender,\n race, place of residence and specialized experience;

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experience\n relevant to our business industry and with relevant social policy concerns; and

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relevant\n academic expertise or other proficiency in an area of our business operations.

Role\nof Board in Risk Oversight Process

Periodically,\nour board of directors assesses these roles and the board of directors leadership structure to ensure the interests of our company and\nour stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate. Jay Jiang\nYu, our Chief Executive Officer and Chairman of the Board, Christo J. Liebenberg, our President, and Ewurama Rhule, our\nChief Financial Officer, have extensive knowledge of all aspects of our company, our business and risks.

While\nmanagement is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management’s\nefforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for\ngeneral oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through\nfull reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly\nfrom officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communications\nbetween management and the board of directors are essential for effective risk management and oversight.

Compensation\nCommittee Interlocks and Insider Participation

None\nof our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other\ncommittee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of\ndirectors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee\nof our company.

Code\nof Business Conduct and Ethics

On\nor prior to the completion of this offering, we will adopt a written code of business conduct and ethics that applies to our employees,\nofficers and directors. A current copy of the code will be posted on the Corporate Governance section of our website, which will be located\nat www.laseristech.com. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics,\nor waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer\nor controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC.

Involvement\nin Certain Legal Proceedings

To\nthe best of our knowledge, none of our directors or executive officers has, during the past ten years:

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been\n convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding\n traffic violations and other minor offenses);

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had\n any bankruptcy petition filed by or against the business or property of the person, or of\n any partnership, corporation or business association of which he was a general partner or\n executive officer, either at the time of the bankruptcy filing or within two years prior\n to that time;

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been\n subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,\n by any court of competent jurisdiction or federal or state authority, permanently or temporarily\n enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,\n securities, futures, commodities, investment, banking, savings and loan, or insurance activities,\n or to be associated with persons engaged in any such activity;

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been\n found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity\n Futures Trading Commission to have violated a federal or state securities or commodities\n law, and the judgment has not been reversed, suspended, or vacated;

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been\n the subject of, or a party to, any federal or state judicial or administrative order, judgment,\n decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement\n of a civil proceeding among private litigants), relating to an alleged violation of any federal\n or state securities or commodities law or regulation, any law or regulation respecting financial\n institutions or insurance companies including, but not limited to, a temporary or permanent\n injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent\n cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting\n mail or wire fraud or fraud in connection with any business entity; or

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been\n the subject of, or a party to, any sanction or order, not subsequently reversed, suspended\n or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange\n Act), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act),\n or any equivalent exchange, association, entity or organization that has disciplinary authority\n over its members or persons associated with a member.

From\ntime to time, we may be subject to various legal or administrative claims and proceedings arising in the ordinary course of business.\nLitigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion\nof our company’s resources, including our company’s management’s time and attention.

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EXECUTIVE\nAND DIRECTOR COMPENSATION

This\nsection sets forth the material components of the executive compensation program for our named executive officers for the fiscal years\nended October 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our President and Chairman\nand any other highly compensated executive officers whose salary and bonus for services rendered in all capacities equaled or exceeded\n$100,000 during the fiscal years ended October 31, 2025 and 2024.

Summary\nCompensation Table

The\nfollowing table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended\nOctober 31, 2025 and 2024.

									Non-Equity		Nonqualified
								Option	Incentive\n Plan		Deferred			All Other
			Salary			Bonus		Awards	Compensation		Earnings			Compensation
Name\n and Principal Position	Year		($)			($)		($)(1)	($)		($)			($)		Total
Jay\n Jiang Yu		2025		$	440,000		$	120,000	$	1,959,722		$	-		$	-	$	170,000		$	2,689,722
Chief Executive Officer\n and Chairman of the Board of Directors		2024		$	-		$	-	$	6,095,345		$	-		$	-	$	420,000	⁽²⁾	$	6,515,345
Christo\n J. Liebenberg		2025		$	290,000		$	-	$	489,931		$	-		$	-	$	24,302		$	804,233
President		2024		$	-		$	-	$	452,066		$	-		$	-	$	135,000	⁽³⁾	$	587,066
Ewurama\n Rhule		2025		$	101,208			-	$	48,993		$	-		$	-	$			$	150,201
Chief Financial Officer		2024		$	-		$	-	$	-		$	-		$	-	$	-		$	-
Viktor\n Chikan		2025		$	197,083		$	-	$	-		$	-		$	-	$	14,779	⁽⁴⁾	$	211,862
Chief Technology Officer		2024		$	-		$	-	$	-		$	-		$	-	$	-		$	-
Lloyd\n Jollay		2025		$	86,667		$	-	$	-		$	-		$	-	$	-		$	86,667	⁽⁵⁾
Chief Operations Officer		2024		$	-		$	-		-		$	-		$	-	$	-		$	-

\n\n\n\n\n \n\n \n\n

	(1)	Amounts\n reflect the full grant date fair value of stock options granted during the applicable fiscal\n year computed in accordance with ASC Topic 718, rather than the amounts paid to our named\n executive officers. Information regarding the assumptions used in determining the grant-date\n fair value of stock options awarded to our named executive officers during the fiscal years\n ended October 31, 2025 and 2024 is included in Note 5, “Equity—Stock-Based\n Compensation,” to our audited consolidated financial statements for the fiscal\n years ended October 31, 2025 and 2024.
	(2)	Represents\n the consulting fees received by Jay Jiang Yu, our Chief Executive Officer and Chairman, through\n I Financial, which served as a consultant to the company for the fiscal years ended October\n 31, 2025 and 2024. Mr. Yu is the sole shareholder and director of I Financial. These services\n were provided under a consulting agreement that preceded, and terminated upon, Mr. Yu’s\n commencement of employment with us in December 2024. Certain fees for services rendered\n during the year ended October 31, 2024 were incurred in that fiscal year but were paid during\n the fiscal year ended October 31, 2025.
	(3)	Represents\n the consulting fees received by Christo\n J. Liebenberg, our President, during the fiscal years ended October 31, 2025 and 2024.\n These fees were related to the consulting services provided to us prior to, and\n the arrangement terminated upon, Mr. Liebenberg’s commencement of employment with us in December 2024. Certain fees for services rendered during the year ended October\n 31, 2024 were incurred in that fiscal year but were paid during the fiscal year ended October\n 31, 2025.
	(4)	Represents\n the consulting fees received by Viktor Chikan, our Chief Technology Officer during the fiscal\n years ended October 31, 2025 and 2024. These fees were related to the consulting services\n provided to us prior to, and the arrangement terminated upon, Mr. Chikan’s\n commencement of employment with us in December 2024. Certain fees for services rendered\n during the year ended October 31, 2024 were incurred in that fiscal year but were paid during\n the fiscal year ended October 31, 2025.
	(5)	Represents\n the salary he received in the capacity of Manager of UF₆ Handling Systems during\n the fiscal year ended October 31, 2025. \n\n\n

Narrative\nto Summary Compensation Table

Employment\nAgreements with Our Executive Officers Mr. Yu, Mr. Liebenberg and Mr. Chikan

We\nhave entered into employment agreements with each of Mr. Yu, Mr. Liebenberg and Mr. Chikan on substantially similar terms. Pursuant to\nthese agreements, our executive officers are employed by our company and are generally prohibited from engaging in any business activities\nthat compete with or otherwise conflict with the performance of their duties to our company without the prior written consent of our\nboard of directors.

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Under\nthe employment agreements, each executive officer is entitled to receive an annual base salary and may be eligible to receive discretionary\nbonus compensation, as determined by our company in our sole discretion, as well as participate in employee benefit plans and programs\ngenerally available to our employees. The employment agreements also contain customary provisions relating to confidentiality, intellectual\nproperty and invention assignment, non-competition, non-solicitation, non-disparagement, and indemnification.

Each of these employment agreements became effective on December 1, 2024 and has an initial term of three years.\nFollowing the expiration of the initial term, each employment agreement will automatically renew for successive one-year periods unless\neither party provides notice of non-renewal in accordance with the terms of the applicable agreement.

During\nthe term of those employment agreements, each of Mr. Liebenberg and Mr. Chikan is required to devote approximately 40 hours per week\nto the business operations of our company, except for Mr. Yu, who is required to devote such of his business time and attention to\nthe performance of his duties hereunder as is reasonably required for companies of a similar size, nature and business. Each employment\nagreement provides for at-will employment, whereby either our company or the executive may terminate the agreement at any time and for\nany reason, subject to the notice requirements set forth therein. Upon any such termination, each executive officer is entitled to the\ncompensation and benefits set forth in their respective agreements, and shall have no further rights to any compensation or other benefits\nfrom our company or any of our affiliates.

Employment\nAgreements with Our Executive Officers Ms. Rhule and Mr. Jollay

We\nhave entered into employment agreements with each of Ms. Rhule and Mr. Jollay under substantially similar terms. Pursuant to these\nemployment agreements, our executive officers are employed by our company and are generally prohibited from engaging in any business\nactivities that compete with or otherwise conflict with the performance of their duties to our company without the prior written consent\nof our board of directors.

Pursuant\nto these employment agreements, each employee is entitled to an annual base salary and is eligible to participate in our employee\nbenefit programs, including paid time off and Company-recognized holidays. These employment agreements also contain customary restrictive\ncovenants and confidentiality terms.

Each\nof these employment agreements provides for at-will employment, whereby either our company or the employee may terminate the arrangement\nat any time and for any reason or no reason. During the term of their respective employment agreements, each of Ms. Rhule and\nMr. Jollay is required to devote approximately 40 hours per week to the business operations of our company. Upon the termination of their\nemployment with us, each employee is entitled to the compensation and benefits earned through the date of termination and shall have\nno further rights to any compensation or other benefits from our company.

Retirement\nBenefits

We\ndo not sponsor any retirement benefit arrangements covering our executive officers at this time.

Termination\nand Change in Control Benefits

The\nmaterial terms of the contracts with each of our executive officers are summarized above, including the payments to our executive officers\nat, following, or in connection with the resignation, change in control, or other termination of an executive officer.

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2026 Plan Restricted Stock Unit (“RSU”)\nGrants to Executive Officers

On\nOctober 14, 2026, our board approved certain RSU grants under our 2026 Plan to our executive officers, effective as of October\n14, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	RSU) Grant
Name of Executive Officer	Number of RSUs		Grant Date		Vesting Schedule
Jay Jiang Yu		1,380,000		October 14, 2026		One third (1/3)
Christo J. Liebenberg		250,000		October 14, 2026		on each of
Viktor Chikan		150,000		October 14, 2026		the first, second and
Lloyd Jollay		150,000		October 14, 2026		third anniversary
Ewurama Rhule		100,000		October 14, 2026		of grant date

The foregoing\nRSUs were awarded under and subject to the terms of the 2026 Plan. To memorialize the RSU grants, we entered into Restricted Stock Unit\nAgreements (“RSU Agreements”) with each of our executive officers. Each RSU represents the right to receive one share of\nour common stock, subject to the terms and conditions set forth in the award of such RSUs pursuant to the RSU Agreement and the 2026\nPlan. The RSU Agreements contain substantially similar terms and conditions, pursuant to which each executive officer was granted certain\nfixed amount of RSUs with certain applicable vesting schedules as described in above table, subject to each officer’s continued\nservice with us through each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will be accumulated\nand will vest only when a whole RSU has accumulated.

The shares of common stock\nunderlying each officer’s RSUs have not been registered under the Securities Act, and were offered and issued in reliance on the\nexemption from registration provided by Rule 701 promulgated under the Securities Act.

Option\nAgreements with the Executive Officers Not Covered by the 2023 Stock Option Plan

As\nof the date of this prospectus, we have granted the following stock options to certain of our executive officers, which were not\ncovered by any of our stock option plans and were issued in reliance on the exemption from the registration requirements of the Securities\nAct, provided by Rule 506 of Regulation D thereunder or Section 4(a)(2) thereof.

					Number of	Number of
					Securities	Securities
					Underlying	Underlying	Options
					Unexercised	Unexercised	Exercise		Option
	Grant		Vesting		Options	Options	Price		Expiration
	Date		Start\n date⁽¹⁾		Vested\n (#)	Unvested\n (#)	($)		Date
Jay Jiang Yu ⁽²⁾		May\n 29, 2024		May\n 29, 2024		7,400,000		-		0.75	May\n 29, 2044
Chief\n Executive Officer and Chairman of the		September\n 1, 2024		September\n 1, 2024		4,000,000		-		0.75	September\n 1, 2030
Board of Directors		January\n 6, 2025		January\n 6, 2025		2,000,000		-		1.80	January\n 6, 2031
		November 10, 2025		November 10, 2025		2,000,000		-		3.00	November\n 10, 2031

Christo J. Liebenberg		-		-		-		-		-	-
President

Ewurama Rhule		-		-		-		-		-	-
Chief\n Financial Officer

Viktor Chikan		-		-		-		-		-	-
Chief Technology Officer

Lloyd Jollay		-		-		-		-		-	-
Chief\n Operating Officer

\n\n \n \n \n\n \n \n \n

	(1)	All options shown in the table above were fully vested as of\nthe grant date.
	(2)	Represents options granted to Jay\n Jiang Yu through I Financial. Jay Jiang Yu, our Chief Executive Officer and Chairman, is the sole shareholder and director of I Financial.\n See footnotes (4) and (5) to principal stockholder table under “Principal Stockholders.”

2023\nStock Option Agreements

We\nhave entered into nonqualified stock option agreements (the “2023 Stock Option Agreements”) pursuant to the 2023 Stock Option\nPlan (as defined below) with certain of our executive officers under substantially similar terms.

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Under\nthe 2023 Stock Option Agreements, each applicable executive officer was granted an option to purchase a specified number of shares of\nour common stock under the 2023 Stock Option Plan at a specified exercise price. Their options vested immediately on the date of grant,\nsubject to their continued service with our company or our subsidiaries on each applicable vesting date.

The\nfollowing table provides information regarding the stock options granted to each of our named executive officers under our 2023 Stock\nOption Plan as of the date of this prospectus.

Number of

Securities

Underlying

Options

Unexercised

Exercise

Option

Grant

Vesting

Options

Price

Expiration

Date

Start\n date⁽¹⁾

Vested\n (#)

Unvested\n (#)

($)

Date

Jay Jiang Yu

Chief\n Executive Officer

and\n Chairman of the

Board of Directors

Christo J. Liebenberg

September\n 1, 2024

1,125,000

0.75

September\n 1, 2030

President

January\n 6, 2025

500,000

1.80

January\n 6, 2031

November 10, 2025

380,000

3.00

November 10, 2031

Ewurama Rhule

January\n 6, 2025

50,000

1.80

January\n 6, 2031

Chief\n Financial Officer

November 10, 2025

75,000

3.00

November 10, 2031

Viktor Chikan

November 10, 2025

50,000

3.00

November 10, 2031

Chief Technology Officer

Lloyd Jollay

November\n 10, 2025

180,000

3.00

November\n 10, 2031

Chief\n Operating Officer

(1)\nAll options shown in the table above were fully vested as of the grant date.

2023\nStock Option Plan

On\nNovember 1, 2023, our board of directors adopted a stock option plan for our company (which we refer to as the “2023 Stock Option\nPlan”). Upon the effectiveness of the 2026 Plan, the 2023 Stock Option Plan terminated and we will not make\nany further awards under the 2023 Stock Option Plan. However, any outstanding awards granted under the 2023 Stock Option Plan remain\noutstanding, subject to the terms of the 2023 Stock Option Plan and applicable award agreement.

The\nprincipal purposes of the 2023 Stock Option Plan were to enhance long-term stockholder value by offering opportunities to directors,\nofficers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to\nparticipate in our company’s growth and success, and to encourage them to remain in the service of our company.

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The\nfollowing description of the principal terms of the 2023 Stock Option Plan is a summary and is qualified in its entirety by its full\ntext and all amendments thereto.

Administration

The\n2023 Stock Option Plan may be administered by our board or a committee appointed by, and consisting of two or more members of, the board\n(or the 2023 Plan Administrator). At any time when no committee has been appointed to administer the 2023 Stock Option Plan, the\nboard will be the 2023 Plan Administrator. The 2023 Plan Administrator, in its exclusive discretion, selects the\nindividuals to whom awards may be granted, the types of awards granted, the time or times at which such awards are granted, and the terms\nand conditions of such awards. The 2023 Plan Administrator also has exclusive authority to interpret the 2023 Stock Option Plan\nand the terms of any instrument evidencing any awards and may adopt and change rules and regulations of general application for its administration.\nThe 2023 Plan Administrator may delegate administrative duties to such of our company’s officers as it so determines. Unless\nsooner terminated, the 2023 Stock Option Plan shall terminate ten years after the earlier of the plan’s adoption by our board of\ndirectors and approval by our company’s stockholders.

Share\nReserve

The\n2023 Stock Option Plan initially provides for the issuance of up to 8,632,895 shares of our common stock. The maximum aggregate number of shares of common stock that may be optioned and sold under the 2023 Stock Option Plan will\nbe increased each quarter, with the first quarterly increase on December 31, 2023, and every three months increase thereafter (the “Adjustment\nDate”), by an amount equal to the lesser of: (1) the number of shares equal to 15% of the outstanding shares of common stock on\nthe applicable Adjustment Date, less (a) the number of shares of common stock that may be optioned and sold under the 2023 Stock Option\nPlan prior to the Adjustment Date, and (b) the number of shares of common stock that may be optioned and sold under any other stock\noption plan of our company in effect as of the Adjustment Date; or (2) such lesser number of shares of common stock as may be determined\nby the board. Any shares of common stock that have been made subject to an award that cease to be subject to the award (other than by\nreason of exercise or settlement of the award to the extent it is exercised for or settled in shares) shall again be available for issuance\nin connection with future grants of awards under the 2023 Stock Option Plan.

As\nof the date of this prospectus, the 2023 Stock Option Plan has been terminated, and no shares of our common stock remain reserved for\nfuture issuance under such plan.

Withholding

Our\ncompany may require participants to pay to our company the amount of any taxes that our company is required by applicable federal, state,\nlocal or foreign law to withhold with respect to the grant, vesting or exercise of awards granted under the 2023 Stock Option Plan.

Eligibility

An\naward may be granted to any officer, director or employee of our company or a related company (which we refer to as a Related\nCompany, as defined in the 2023 Stock Option Plan), that the 2023 Plan Administrator from time to time selects. An award may also\nbe granted to any consultant, agent, advisor or independent contractor who provides services to our company or any Related Company, so\nlong as such person: (a) is a natural person; (b) renders bona fide services that are not in connection with the offer and sale\nof our company’s securities in a capital-raising transaction; and (c) does not directly or indirectly promote or maintain a market\nfor our company’s securities.

Types\nof Option Awards

The\n2023 Stock Option Plan provides for the grant of stock options, which may be incentive stock options (or ISOs) or nonqualified stock\noptions (or NSOs), which entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise\nprice), subject to the terms and conditions of the stock option grant. An option holder may pay the exercise price of an option by\ncheck or bank draft or by any other method of payment which the 2023 Plan Administrator shall approve. The 2023 Stock Option\nPlan also provides for cashless exercise, whereby an optionee may elect to receive shares equal to the value of the option (or any vested\nbut unexercised portion thereof) by surrendering the option, in which case the number of shares issued is calculated based on the spread\nbetween the fair market value and the exercise price. The 2023 Stock Option Plan provides that an option has a term of up to 10 years\nfrom the grant date.

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The\nexercise price of an ISO shall be at least 100% of the fair market value of the common stock on the grant date. If an ISO is granted\nto a recipient who owns more than 10% of the total combined voting power of all classes of the stock of our company or of its parent\nor subsidiary corporations (which we refer to as a Ten Percent Stockholder), the exercise price of the ISO shall not be less than 110%\nof the fair market value of the common stock on the grant date. The exercise price for non-qualified stock options shall not be less\nthan 75% of the fair market value of the common stock on the grant date.

Incentive\nStock Option Limitations

The\naggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first\ntime by an option holder during any calendar year may not exceed $100,000. Options or portions thereof that exceed such limit will generally\nbe treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more\nthan 10% of our company’s total combined voting power or that of any of our company’s affiliates unless the option exercise\nprice is at least 110% of the fair market value of common stock on the date of grant.

Changes\nto Capital Structure

In\nthe event of certain changes in capitalization, including stock dividend, stock split, spin-off, combination or exchange of shares,\nrecapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the company’s\ncorporate or capital structure that results in (a) outstanding shares of the company or any securities exchanged therefor or received\nin their place, being exchanged for a different number or kind of securities of the company or any other corporation, or (b) new, different\nor additional securities of the company or of any other corporation being received by the holders of shares of the company’ common\nstock, the Plan Administrator will make proportional adjustments in: (i) the maximum number and kind of securities subject to the 2023\nStock Option Plan and issuable as incentive stock options, and (ii) the number and kind of securities that are subject to any outstanding\naward and the per share price of such securities, without any change in the aggregate price to be paid therefor. The Plan Administrator’s\ndetermination regarding any adjustments will be conclusive and binding.

Corporate\nTransaction

In\nthe event of a “corporate transaction” (as defined in the 2023 Stock Option Plan), except as otherwise provided in the option\nagreement or below, each outstanding option will be assumed or an equivalent option or right substituted by the surviving corporation\nor its parent corporation, as applicable (the “Successor Corporation”). If in connection with a corporate transaction, the\nSuccessor Corporation refuses to assume or substitute for an option, then each outstanding option will become fully vested and exercisable\nwith respect to 100% of the unvested portion of the option. An option will be considered assumed or substituted for if following the\ncorporate transaction the option or right confers the right to purchase or receive, for each share of common stock subject to the option\nimmediately prior to the corporate transaction, the consideration received in the corporate transaction by holders of common stock for\neach share held on the effective date of the transaction; provided, however, that if such consideration received in the corporate transaction\nis not solely common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide\nfor the consideration to be received upon the exercise of the option, for each share of common stock subject thereto, to be solely common\nstock of the Successor Corporation substantially equal in fair market value to the per share consideration received by holders of common\nstock in the corporate transaction. All options will terminate and cease to remain outstanding immediately following the corporate transaction,\nexcept to the extent assumed by the Successor Corporation.

The\n2023 Plan Administrator will have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation\nor change of control of the company, as defined by the 2023 Plan Administrator, to take such further action as it determines to be necessary\nor advisable, and fair and equitable to the participants, with respect to awards. Such authorized action may include (but won’t\nbe limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, awards so as to provide\nfor earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator\nmay take such actions with respect to all participants, to certain categories of participants or only to individual participants. The\nPlan Administrator may take such action before or after granting awards to which the action relates and before or after any public announcement\nwith respect to such sale, merger, consolidation, reorganization, liquidation or change of control that is the reason for such action.

Transferability

Awards\ngranted under the 2023 Stock Option Plan may not be assigned, pledged, or transferred in any manner, other than by will or by the applicable\nlaws of descent and distribution, and may be exercised, during the lifetime of the participant, only by the participant. Notwithstanding\nthe foregoing, the 2023 Plan Administrator may, in its discretion, permit award transfers or permit a participant to designate\na beneficiary to exercise the award or receive payment after the participant’s death. If the 2023 Plan Administrator makes\nan award transferable, such award will be subject to all the terms and conditions of the plan and those contained in the instrument evidencing\nthe award.

Amendment\nand Termination

Our\nboard may amend or terminate the 2023 Stock Option Plan or any portion thereof at any time; provided, however, that to the extent\nrequired for compliance with applicable law or regulation, stockholder approval will be required for any amendment that would (a) increase\nthe total number of shares available for issuance under the 2023 Stock Option Plan, (b) modify the class of employees eligible to receive\noptions, or (c) otherwise require stockholder approval under any applicable law or regulation. Any amendment made to the 2023 Stock Option\nPlan that would constitute a “modification” to incentive stock options outstanding on the date of such amendment will not,\nwithout the consent of the participant, be applicable to such outstanding incentive stock options but will have prospective effect only.

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2026\nEquity Incentive Plan (“2026 Plan”)

The\nfollowing is a summary of the material features of the 2026 Plan.

Eligibility

The\n2026 Plan Administrator (as defined below) may grant awards to any director, employee or consultant of our company or its subsidiaries.\nOnly employees are eligible to receive incentive stock options.

Administration

The\n2026 Plan will be administered by the board or one more committees or subcommittees of the board, which will be comprised, unless otherwise\ndetermined by the board, solely of not less than two members who will be non-employee directors (a “Committee”), or any officer\nthat has been delegated administrative authority pursuant to the 2026 Plan for the duration such delegation is in effect (collectively,\nthe “2026 Plan Administrator”). The 2026 Plan Administrator, which initially will be the board with respect to awards to\nnon-employee directors and the Compensation Committee of our board with respect to other participants. The 2026 Plan Administrator will\nhave the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration\nof the 2026 Plan, subject to the 2026 Plan’s express terms and conditions. The 2026 Plan Administrator will also set the terms\nand conditions of all awards under the 2026 Plan, including any vesting and vesting acceleration conditions.

Share\nReserve

The\nmaximum aggregate number of shares of our company’s common stock (the “2026 Plan Shares”) that may be issued under\nthe 2026 Plan is the sum of (A) 3,000,000, plus (B) 3,098,711 shares which were available for issuance under the LIS Technologies Inc.\n2023 Stock Option Plan as of the effective date of the 2026 Plan, plus (C) an increase commencing on January 1, 2028, and continuing\nannually on each anniversary thereof through and including January 1, 2036, equal to the lesser of (i) 5% of the 2026 Plan Shares issued\nand outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of 2026 Plan Shares as determined\nby the board or the Committee.

No\nmore than 10,000,000 shares under the 2026 Plan may be issued upon the exercise of incentive stock options.

2026\nPlan Shares issuable under the 2026 Plan may be authorized, but unissued, or reacquired shares. 2026 Plan Shares underlying any awards\nunder the 2026 Plan that are settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of\nan award to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by\nexercise) will be added back to the shares available for issuance under the 2026 Plan, although shares shall not again become available\nfor issuance as incentive stock options. Additionally, 2026 Plan Shares issued as “substitute awards” (as defined in the\n2026 Plan) will not count against the 2026 Plan’s share limit, except substitute awards that are incentive stock options will count\nagainst the incentive stock option limit.

The\nshare reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company\n(see Equitable Adjustments below).

Annual\nLimitation on Awards to Non-Employee Directors

The\n2026 Plan contains a limitation whereby the value of all awards under the 2026 Plan and all other cash compensation paid by the Company\nto any non-employee director may not exceed $1,000,000 for the first calendar year a non-employee director is initially appointed to\nthe board, and $750,000 in any other calendar year.

Types\nof Awards

The\n2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards,\ndividend equivalent awards, and other stock- or cash-based awards (collectively, “awards”).

Stock\nOptions. The 2026 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the\nInternal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2026\nPlan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options.\nIncentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to\nany persons eligible to receive awards under the 2026 Plan.

The\nexercise price of each option will be determined by the 2026 Plan Administrator, but such exercise price may not be less than 100% of\nthe fair market value of one Share on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder,\n110% of such share’s fair market value. The term of each option will be set by the 2026 Plan Administrator and may not exceed ten\n(10) years from the date of grant (or five (5) years for an incentive stock option granted to a 10% or greater stockholder). The 2026\nPlan Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting\nof such options.

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Stock\nAppreciation Rights. The 2026 Plan Administrator may award stock appreciation rights subject to such conditions and restrictions\nas it may determine. Stock appreciation rights entitle the recipient to Shares or cash, equal to the value of the appreciation in the\nCompany’s stock price over the exercise price, as set by the 2026 Plan Administrator and which will be at least equal to the fair\nmarket value of a Share on the grant date. The term of each stock appreciation right will be set by the 2026 Plan Administrator and may\nnot exceed ten years from the date of grant. The 2026 Plan Administrator will determine at what time or times each stock appreciation\nright may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

Restricted\nStock. A restricted stock award is an award of 2026 Plan Shares that vests in accordance with the terms and conditions established\nby the 2026 Plan Administrator. The 2026 Plan Administrator will determine the persons to whom grants of restricted stock awards are\nmade, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within\nwhich awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other\nterms and conditions of restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally\nwill have the rights and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such\nrestricted shares and the right to receive cash dividends, if applicable.

Restricted\nStock Units. Restricted stock units are the right to receive Shares at a future date in accordance with the terms of such grant upon\nthe attainment of certain conditions specified by the 2026 Plan Administrator. Restrictions or conditions could include, but are not\nlimited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other\nrestrictions or conditions. The 2026 Plan Administrator determines the persons to whom grants of restricted stock units are made, the\nnumber of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture,\nthe vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The\nvalue of the restricted stock units may be paid in Shares, cash, other securities, other property, or a combination of the foregoing,\nas determined by the 2026 Plan Administrator.

The\nholders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under\nthe 2026 Plan may, at the 2026 Plan Administrator’s discretion, provide for a right to dividend equivalents.

Performance\nAwards. The 2026 Plan Administrator has the authority to grant stock options, stock appreciation rights, restricted stock, or restricted\nstock units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance\ncriteria. For each performance period, the 2026 Plan Administrator will have the sole authority to select the length of such performance\nperiod, the types of performance awards to be granted, the performance criteria that will be used to establish the performance goals,\nand the level(s) of performance which shall result in a performance award being earned. At any time, the 2026 Plan Administrator may\nadjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that\noccurs during a performance period and that in the 2026 Plan Administrator’s sole discretion, warrants adjustment or modification.\nDepending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award.

Performance\ncriteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more\nsubsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation,\nany of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after\ntaxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit\n(before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or\nsales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash\nflow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s\nequity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;\n(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense\ntargets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working\ncapital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels\nand net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)\ntimely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii)\nstrategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance\ncriteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a\nwhole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance\ncriteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that\nthe 2026 Plan Administrator deems appropriate, or as compared to various stock market indices.

Dividend\nEquivalents. An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one\nShare while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited to an account for\nthe participant, settled in cash or Shares, and subject to the same restriction on transferability and forfeitability as the award with\nrespect to which the dividend equivalents are granted.

Other\nStock- or Cash-Based Awards. Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards\ngranted under the 2026 Plan and/or cash awards made outside of the 2026 Plan. The 2026 Plan Administrator shall have authority to determine\nthe service providers to whom and the time or times at which other stock-based awards shall be made, the amount of such other stock-based\nawards, and all other conditions of the other stock-based awards including any dividend and/or voting rights. The 2026 Plan Administrator\nmay grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the 2026\nPlan Administrator may determine.

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Repricing

Notwithstanding\nanything to the contrary in the 2026 Plan, unless a repricing is approved by shareholders, in no case may the 2026 Plan Administrator\n(i) amend an outstanding option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender\nan outstanding option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii)\ncancel, exchange, or surrender an outstanding option or stock appreciation right in exchange for an option or stock appreciation right\nwith an exercise price that is less than the exercise price of the original award.

Equitable\nAdjustments

In\nthe event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,\nrepurchase or other change in corporate structure affecting the 2026 Plan Shares, the 2026 Plan Administrator will adjust (i) the\nnumber and class of shares which may be delivered under the 2026 Plan (or number and kind of other securities or other property); (ii)\nthe number, class and price (including the exercise or strike price of options and stock appreciation rights) of shares subject to outstanding\nawards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards,\nand (iv) the 2026 Plan’s numerical limits.

Change\nin Control

In\nthe event of any change in control (as defined in the 2026 Plan), each outstanding award shall be assumed or an equivalent award substituted\nby the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless determined otherwise by the 2026\nPlan Administrator, in the event that the successor corporation refuses to assume or substitute an Award, (A) the participant shall fully\nvest in and have the right to exercise the Award as to all of the shares, including those as to which it would not otherwise be vested\nor exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other vesting criteria will be deemed\nachieved at targeted levels. If an Option or SAR is not assumed or substituted in the event of a change in control, the 2026 Plan Administrator\nshall notify the participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period\nof up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period.

Term

The\n2026 Plan became effective when approved by our shareholders, and, unless terminated earlier, the 2026 Plan will continue in effect for\na term of ten (10) years.

Amendment\nand Termination

Our\nboard may amend, alter, suspend or terminate the 2026 Plan at any time. No amendment or termination of the 2026 Plan will materially\nimpair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval of the stockholders\nshall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares available for\nissuance under the 2026 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2026 Plan.

Recoupment\nPolicy

All\nawards granted under the 2026 Plan, all amounts paid under the 2026 Plan, and all 2026 Plan Shares issued under the 2026 Plan shall be\nsubject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

Form\nS-8

We\nintend to file with the SEC a registration statement on Form S-8 covering the 2026 Plan Shares issuable under the 2026\nPlan.

Material\nUnited States Federal Income Tax Considerations

The\nfollowing is a general summary under current law of the material U.S. federal income tax considerations related to awards and certain\ntransactions under the 2026 Plan, based upon the current provisions of the Code and regulations promulgated thereunder. This summary\ndeals with the general federal income tax principles that apply and is provided only for general information. It does not describe all\nfederal tax consequences under the 2026 Plan, nor does it describe state, local, or foreign income tax consequences or federal employment\ntax consequences. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences\nis necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations,\nand their application may vary in individual circumstances. This summary is not intended as tax advice to participants, who should consult\ntheir own tax advisors.

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The\n2026 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee\nRetirement Income Security Act of 1974, as amended. The Company’s ability to realize the benefit of any tax deductions described\nbelow depends on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of\nthe Company’s tax reporting obligations.

Incentive\nStock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If\n2026 Plan Shares issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years\nfrom the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized\nin excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and\nany loss sustained will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction\nfor federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive\nstock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum\ntax liability for the optionee.

If\nthe 2026 Plan Shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year\nand one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary\nincome in the year of disposition in an amount equal to the excess (if any) of the fair market value of the 2026 Plan Shares at exercise\n(or, if less, the amount realized on a sale of such 2026 Plan Shares) over the option exercise price thereof, and (ii) the Company or\nits subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the\nincentive stock option is paid by tendering 2026 Plan Shares.

If\nan incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated\nas a nonqualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised\nmore than three months following termination of employment (or one year in the case of termination of employment by reason of disability).\nIn the case of termination of employment by reason of death, the three-month rule does not apply.

Nonqualified\nOptions. No income is generally realized by the optionee at the time a nonqualified option is granted. Generally, (i) at exercise,\nordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market\nvalue of the 2026 Plan Shares issued on the date of exercise, and the Company or its subsidiaries receive a tax deduction for the same\namount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term\ncapital gain or loss depending on how long the 2026 Plan Shares have been held. Special rules will apply where all or a portion of the\nexercise price of the nonqualified option is paid by tendering 2026 Plan Shares. Upon exercise, the optionee will also be subject to\nSocial Security taxes on the excess of the fair market value of the 2026 Plan Shares over the exercise price of the option.

Stock\nAppreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalent Awards and Other Stock- and Cash-Based Awards.\nThe current federal income tax consequences of other awards authorized under the 2026 Plan generally follow certain basic patterns: (i)\nstock appreciation rights are taxed and deductible in substantially the same manner as nonqualified options; (ii) nontransferable restricted\nstock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the 2026\nPlan Shares over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition\nas of the date of grant through a Section 83(b) election); and (iii) restricted stock units, dividend equivalents, and other stock- or\ncash-based awards are generally subject to tax at the time of payment. The Company or its subsidiaries generally should be entitled to\na federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes\nsuch income.

The\nparticipant’s basis for the determination of gain or loss upon the subsequent disposition of 2026 Plan Shares acquired from a stock\nappreciation right, restricted stock, restricted stock unit, dividend equivalent award, or other stock-based award will be the amount\npaid for such shares plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital\ngain holding period for those shares will begin on the day after they are transferred to the participant.

Performance\nAwards. The tax consequences of performance awards will generally mirror those of the underlying award type, each of which is\ndiscussed above.

Parachute\nPayments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale\nevent) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments”\nas defined in the Code. Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part,\nand may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes\nordinarily payable).

Section\n409A. The foregoing description assumes that Section 409A of the Code does not apply to an award under the 2026 Plan. In general,\nstock options and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair\nmarket value per share of the underlying stock at the time the option or stock appreciation right was granted. Restricted stock awards\nare not generally subject to Section 409A. Restricted stock units are subject to Section 409A unless they are settled within two and\none-half months after the end of the later of (1) the end of the Company’s fiscal year in which vesting occurs or (2) the end of\nthe calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions for the exercise or settlement of\nthat award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of\nthe award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% federal tax and\npremium interest in addition to the federal income tax at the participant’s usual marginal rate for ordinary income.

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Compensation\nof Directors

Independent\nDirector Agreements with Our Independent Directors

We\nplan to enter into independent director agreements with each of our independent directors under substantially similar terms.

In\ngeneral, our independent directors are not employees of our company; instead, they serve as independent contractors and can be terminated\nby either party at any time. They may pursue any other activities and engagements during their terms of agreements with us.

Pursuant\nto those agreements, each of our independent directors is entitled to receive a combination of certain cash compensation and equity\ncompensation. The equity compensation include either an option to purchase, restricted stock\nunits covering, or an award of, certain shares of our common stock, subject to the terms and conditions of our 2026 Plan or other plans\nas applicable, and the applicable award agreement, including the provisions governing vesting, exercisability, settlement, expiration,\nand forfeiture. The equity compensation shall vest and become exercisable or settle, as applicable, in accordance with the schedule and\nconditions set forth in the applicable award agreement, subject to the independent director’s continued service on the board through\nthe applicable vesting dates, except as otherwise expressly provided in the 2026 Plan or the applicable award agreement. \n

Those\nagreements also contain customary restrictive covenants relating to confidentiality, non-competition, non-solicitation and\nnon-disparagement, as well as indemnification.

The\nterm of those agreements is two years commencing from their respective effective dates, subject to early termination\nfor any reason, including death, resignation, removal in accordance with the our bylaws, or failure to be re-elected by our stockholders.

Director\nCompensation

Our executive directors will\nnot receive compensation in their capacity as directors. Our non-executive directors will receive compensation pursuant to their respective\nindependent director agreements, as amended from time to time.

2026 Plan RSU Grants to Non-Executive Directors

On\n October 14, 2026, our board approved certain\nRSU grants under our 2026 Plan to the following non-executive directors, effective as of October 14, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	RSU Grant
Name of Independent Directors	Number of RSU		Grant Date		Vesting Schedule
Kerry Sebree\n ⁽¹⁾		50,000		October 14, 2026		One third (1/3) on each of
Michele A. Perlin ⁽²)		50,000		October 14, 2026		the first, second and third
Atul Sabharwal		50,000		October 14, 2026		anniversary of grant date

(1)\nMr. Sebree resigned from our company on October 19, 2026.

(2)\nMs. Michele resigned from our company on October 19, 2026.

The\nforegoing RSUs were awarded under and subject to the terms of the 2026 Plan. Each RSU represents\nthe right to receive one share of our common stock, subject to the terms and conditions set forth in the award of such RSUs pursuant\nto the RSU Agreement and the 2026 Plan. To memorialize the RSU grants, we entered into RSU Agreements with each of our non-executive\ndirectors. The RSU Agreements contain substantially similar terms and conditions, pursuant to which each non-executive director was granted\ncertain fixed amount of RSUs with certain applicable vesting schedules as described in above table, subject to each non-executive director’s\ncontinued service with us through each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will\nbe accumulated and will vest only when a whole RSU has accumulated.

The\nshares of common stock underlying each non-executive director’s RSUs have not been registered under the Securities Act, and were\noffered and issued in reliance on the exemption from registration provided by Rule 701 promulgated under the Securities Act.

Option\nGrants to Non-Executive Directors

The\nfollowing table shows the options granted to our non-executive directors (including our prior independent directors) in the capacity\nof independent directors during the fiscal years ended October 31, 2025 and 2024.

Name and Principal Position	Year	Fees Earned \n or Paid \n in Cash \n ($)		Stock \n Awards \n ($)	Option \n Awards \n (1) \n ($)		Non-Equity \n Incentive Plan \n Compensation \n ($)	Nonqualified \n Deferred \n Compensation \n Earnings \n ($)		All Other \n Compensation \n ($)			Total
Atul Sabharwal	2025	$	-			$	-	$	-		$	-		$	-	$	-
Independent Director	2024	$	-			$	30,138	$	-		$	-		$	-	$	30,138
Michele A. Perlin ⁽²⁾	2025	$				$	184,214	$	-		$	-		$	-	$	184,214
Prior Independent Director	2024	$	-			$	-	$	-		$	-		$		$	-
Kerry Sebree ⁽²⁾	2025	$	-			$	146,979	$	-		$	-		$	-	$	146,979
Prior Independent Director	2024	$	-			$	321,469	$	-		$	-		$	-	$	321,469
*Jason S. Mencher ⁽³⁾*	2025	$	-			$	-	$	-		$	-		$	-	$	-
Independent Director	2024	$	-			$	-	$	-		$	-		$	-	$	-
*Eric Forte⁽⁴⁾*	2025	$	-			$	-	$	-		$	-		$	-	$	-
Independent Director	2024	$	-			$	-	$	-		$	-		$	-	$	-

\n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	Represents\nstock options granted to the independent directors based on the applicable specific exercise price of $0.38, $0.75, $1.80, respectively,\nas set forth in each applicable option agreements with us.
(2)	Such person resigned from our company in October 2026.
(3)	Such person became our director on October 19,\n 2026.
(4)	Such person became our director\n on October 19, 2026.

The\nfollowing table provides information regarding each stock option held by the named non-exective directors during the fiscal years\nended October 31, 2025 and 2024, which were either covered by our 2023 Stock Option Plans, or were issued in reliance on the exemption\nfrom the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

					Number of		Number of
					Securities		Securities
					Underlying		Underlying	Options
					Unexercised		Unexercised	Exercise	Option
	Grant		Vesting		Options		Options	Price	Expiration
	Date		Start\n date		Vested\n (#)		Unvested\n (#)	($)	Date
Atul\n Sabharwal ⁽¹⁾		September\n 1, 2024		September\n 1, 2024		75,000		-		0.75	September\n 1, 2030
Independent\n Director

Michele\n A. Perlin⁽²⁾		September\n 1, 2024		September 1, 2024		250,000		-	$	0.75	September\n 1, 2030
Prior \n Independent Director		January\n 6, 2025		January 6, 2025		188,000		-	$	1.80	January\n 6, 2031
		November 10, 2025		November 10, 2025		100,000		-	$	3.00	November 10, 2031 \n\n

Kerry Sebree^{\n (3)}		November\n 1, 2023		November 1, 2023		40,000		-	$	0.38	November\n 1, 2027
Prior \n Independent Director		September\n 1, 2024		September 1, 2024		500,000		-	$	0.75	September\n 1, 2030
		September\n 1, 2024		September 1, 2024		300,000		-	$	0.75	September\n 1, 2030
		January\n 6, 2025		January 6, 2025		50,000			$	1.80	January\n 6, 2031
		January\n 6, 2025		January 6, 2025		100,000			$	1.80	January\n 6, 2031
		November 10, 2025		November 10, 2025		25,000		-	$	3.00	November 10, 2031 \n\n

*Jason S. Mencher ⁽⁴⁾*		-		-		-		-	$	-	-
Independent Director

*Eric Forte ⁽⁵⁾*		-		-		-		-	$	-	-
Independent Director

(1) Represents options\ngranted to Atul Sabharwal as a director of our company. Atul Sabharwal fully exercised his opinion and received 75,000 shares of our\ncommon stock in March 2026.

(2) Represents options granted\nto Michele A. Perlin when she served as either a consultant to, or director of, our company. Ms. Michele resigned\nfrom our company in October 2026.

(3)\nRepresents options granted to Kerry Sebree and the entities managed by him when he served as either a consultant to, or director of,\nour company. See footnote (12) to principal stockholder table under “Principal Stockholders.” Mr. Sebree resigned\nfrom our company in October 2026.

(4) Such person became\nour director on October 19, 2026.

(5) Such person became\nour director on October 19, 2026.

Outstanding\nEquity Awards at Fiscal Year-End

There\nwas no issuance of shares of common stock as equity awards to any of our executive officers and directors during the fiscal years ended\nOctober 31, 2025 and 2024.

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PRINCIPAL\nSTOCKHOLDERS

The\nfollowing table sets forth certain information concerning the ownership of our common stock as of the date of this prospectus, with respect\nto: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; (ii)\neach of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a\ngroup.

Applicable\npercentage ownership is based on 71,611,408 shares of common stock outstanding as of October 14, 2026. Such outstanding\nshares include 2,250,000 shares of common stock issued to Starfire Industries, which shares are subject to performance-based vesting\nconditions tied to the achievement of specific milestones within defined timelines and are subject to forfeiture and subsequent cancellation\nif such milestones are not achieved by the contractually specified dates. The percentage of beneficial ownership after this offering\nassumes the sale and issuance of shares of common stock in this offering and no exercise by the underwriters of their over-allotment\noption to purchase additional shares of common stock.

We\nhave determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of\nsecurities to persons who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to\nsuch rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable\nor exercisable within 60 days of the date of this prospectus. We did not deem such shares outstanding, however, for the purpose of computing\nthe percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished\nto us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common\nstock that they beneficially own, subject to applicable community property laws.

	Shares\n of Common Stock Beneficially Owned Prior to Offering		Shares\n of common stock Beneficially Owned After Offering
Name\n and Address of Beneficial Owner ⁽¹⁾	Number		Percentage\n ⁽²⁾		Number	Percentage\n ⁽³⁾
5% or Greater\n Stockholders
I Financial Ventures\n Group LLC ⁽⁴⁾		20,200,000		24.04	%	20,200,000	23.26	%

Executive\n Officers, Directors and Director
Nominees
Jay Jiang Yu ⁽⁴⁾⁽⁵⁾		21,800,001		25.95	%	21,800,001	25.10	%
Christo J. Liebenberg⁽⁶⁾		4,405,000		5.98	%	4,405,000	5.76	%
Ewurama Rhule ⁽⁷⁾		130,600		*		130,600	*
Viktor Chikan ⁽⁸⁾		313,334		*		313,334	*
Lloyd Jollay ⁽⁹⁾		180,000		*		180,000	*
Atul Sabharwal ⁽¹⁰⁾		105,000		*		105,000	*
Jason S. Mencher		-		-		-	-
Eric\n Forte		-		-		-	-

All directors\n and executive officers as a group (eight individuals)		26,933,935		31.18	%	26,933,935	30.19	%
* Less than 1%.

\n \n \n \n

(1)	Except\n as otherwise indicated, the business address of our directors and executive officers is 203 Victorius Blvd E, K-1330, Oak Ridge,\n TN, 37830.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(2)	Based on 71,611,408 shares of common stock outstanding as of\n October 14, 2026. Such outstanding shares include 2,250,000 shares of common stock issued to Starfire Industries, which\n shares are subject to performance-based vesting conditions tied to the achievement of specific milestones within defined timelines\n and are subject to forfeiture and subsequent cancellation if such milestones are not achieved by the contractually specified dates.

(3)	Based on 74,444,742 shares of common stock outstanding immediately\n after the offering, assuming no exercise of the underwriters’ over-allotment option. Such outstanding shares include\n 2,250,000 shares of common stock issued to Starfire Industries, which shares are subject to performance-based vesting conditions\n tied to the achievement of specific milestones within defined timelines and are subject to forfeiture and subsequent cancellation\n if such milestones are not achieved by the contractually specified dates.

(4)	Represents (i) 7,800,000 shares of common stock held of record\n by I Financial Ventures Group LLC (“I Financial”), a limited liability company incorporated under the laws of Delaware,\n including the 3,000,000 shares of common stock received by I Financial in October 2026 upon exercise of its vested options;\n and (ii) 12,400,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days\n of the date of this prospectus. Jay Jiang Yu, our Chief Executive Officer and Chairman, is the sole shareholder and director of I\n Financial, and thus exercises voting and dispositive power of the securities held by I Financial.

(5)	Represents (i) 9,400,001 shares of common stock beneficially\n owned by Jay Jiang Yu, our Chief Executive Officer and Chairman assuming no purchase by Mr. Yu of any shares in this offering,\n including (a) 7,800,000 shares of common stock held of record by I Financial, inclusive of the 3,000,000 shares of common\n stock received by I Financial in October 2026 upon exercise of its vested options, and (b) 1,600,001 shares of common stock held\n of record by Jay Jiang Yu; and (ii) 12,400,000 shares of common stock issuable to I Financial upon the exercise of the vested\n options within 60 days of the date of this prospectus. Jay Jiang Yu, our Chief Executive Officer and Chairman, is the sole shareholder\n and director of I Financial, and thus exercises voting and dispositive power of the securities held by I Financial. Notwithstanding\n the following, Jay Jiang Yu, our Chief Executive Officer and Chairman of the board, has indicated an interest (either by himself\n or through his affiliates) in purchasing up to $250,000 worth of shares of our common stock in this offering. This purchase\n would be made at the initial public offering price per share and on the same terms as the other purchasers in this offering. See\n “Underwriting.” On October 14, 2026, we granted 1,380,000\nRSUs to Jay Jiang Yu under the 2026 Plan, with one third (1/3) vesting on each of the first, second and third anniversary of the grant\ndate, subject to his continued service with us through each applicable vesting date.

(6)	Represents (i) 2,400,000 shares of common stock held of record by Christo\nJ. Liebenberg, our President, assuming no purchase by Mr. Liebenberg of any shares in this offering; and (ii) 2,005,000 shares\nof common stock issuable to Christo J. Liebenberg upon the exercise of the vested options within 60 days of the date of this prospectus.\nNotwithstanding the following, Christo J. Liebenberg, our President, has indicated an interest (either by himself or through his affiliates)\nin purchasing up to $250,000 worth of shares of our common stock in this offering. This purchase would be made at the initial public\noffering price per share and on the same terms as the other purchasers in this offering. See “Underwriting.”\nOn October 14, 2026, we granted 250,000 RSUs to Christo J. Liebenberg under\nthe 2026 Plan, with one third (1/3) vesting on each of the first, second and third anniversary of the grant date, subject to his continued\nservice with us through each applicable vesting date.

(7)	Represents (i) 5,600 shares of common stock held of record by Ewurama\n Rhule; (ii) 125,000 shares of common stock issuable to Ewurama Rhule upon the exercise of the vested options within 60 days of the\n date of this prospectus. On October 14, 2026, we granted 100,000 RSUs\n to Ewurama Rhule under the 2026 Plan, with one third (1/3) vesting on each of the first, second and third anniversary of the grant\n date, subject to her continued service with us through each applicable vesting date.

(8)	Represents (i) 263,334 shares of common stock held by Viktor Chikan,\n our Chief Technology Officer; and (ii) 50,000 shares of common stock issuable to Viktor Chikan upon the exercise of the vested options\n within 60 days of the date of this prospectus. On October 14, 2026, we granted 150,000\n RSUs to Viktor Chikan under the 2026 Plan, with one third (1/3) vesting on each of the first, second and third anniversary of the\n grant date, subject to his continued service with us through each applicable vesting date.

(9)	Represents 180,000 shares of common stock issuable to Lloyd Jollay,\n our Chief Operations Officer, upon the exercise of the vested options within 60 days of the date of this prospectus. On October\n 14, 2026, we granted 150,000 RSUs to Lloyd Jollay under the 2026 Plan, with\n one third (1/3) vesting on each of the first, second and third anniversary of the grant date, subject to his continued service with\n us through each applicable vesting date.

(10)	Represents 105,000 shares of common stock beneficially owned by Atul\n Sabharwal, our independent director, including (a) 75,000 shares of common stock held of record by Atul Sabharwal, and (b) 30,000\n shares of common stock held of record by his revocable living trust (“Atul Sabharwal Revocable Living Trust,” hereinafter\n we refer to as “Atul Trust”). The Atul Trust is subject to the Estates and Trusts provisions of the Maryland Code, with\n Atul Sabharwal as the grantor, and Atul Sabharwal and his wife as initial co-trustees of the Atul Trust. Atul Sabharwal as the grantor\n exercises sole voting and dispositive power of the securities held by Atul Trust. On October 14, 2026, we granted 50,000\n RSUs to Atul Sabharwal under the 2026 Plan, with one third (1/3) vesting on each of the first, second and third anniversary of the\n grant date, subject to his continued service with us through each applicable vesting date.

	Please refer to “Executive and Director Compensation.”

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CERTAIN\nRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During\nthe period from September 27, 2023 (inception) to the date of this prospectus, we have entered into or participated in the following\ntransactions with related persons:

Relationship\nwith NANO Nuclear

On\nAugust 8, 2024, NANO Nuclear purchased 2,666,667 shares of our common stock at $0.75 per share, resulting in total proceeds of $2,000,000.\nNANO Nuclear is considered a related party as our company and NANO Nuclear shares a common founder, officer and significant\nshareholder. Jay Jiang Yu, who serves as our Chief Executive Officer and Chairman, also serves as President, Secretary, Treasurer,\nand Chairman of NANO Nuclear.

We\nlease office and laboratory space in Oak Ridge, Tennessee from NANO Nuclear under a 10-year lease agreement, with a monthly rent of $7,000.\nThe total lease payments to NANO Nuclear for the nine months ended July 31, 2026 and the fiscal year ended October 31,\n2025 and 2024 were $63,000, $105,000, and $0, respectively.

Further,\non September 8, 2026, we entered into an amended and restated Joint Development Agreement with NANO Nuclear.

See\n“Business - Relationship with NANO Nuclear” and “Business — Description of Properties.”

Mr. Jay Jiang Yu,\nthe President and Chairman of NANO Nuclear, has been our Chairman and Director since December 2021 and our Chief Executive Officer since\nAugust 2025. Mr. Yu was also our President between December 2021 and July 2025. Mr. Yu became our employee in December 2024; prior to\nhis employment with us, he provided consulting services to us through his wholly owned entity I Financial. For the nine months\nended July 31, 2026, Mr. Yu earned $373,333 as salary. During the fiscal year ended October 31, 2025, Mr. Yu earned $170,000\nas consulting fees, $440,000 as salary, and $120,000 as a bonus. During the fiscal year ended October 31, 2024, Mr. Yu earned $420,000\nas consulting fees. We granted Mr. Yu, through his wholly owned entity I Financial, options to purchase 800,000, 7,400,000, 4,000,000,\n2,000,000, and 2,000,000 shares of our common stock on November 1, 2023, May 29, 2024, September 1, 2024, January 6, 2025, and November\n10, 2025, respectively, at exercise prices $0.375, $0.75, $0.75, $1.80, $3.00 per share, respectively. The options were fully vested\non the date of the grant and expire at four, 20, six, six, and six years from their respective dates of grant. The grant date fair values\nof these options were approximately $9,559, $4,478,440, $1,607,345, $1,959,722, and $3,217,234, respectively, which were determined using\nthe Black-Scholes option pricing model. In March 2026, Mr. Yu exercised certain options by purchasing an aggregate of 800,000 shares\nfor an aggregate exercise price of $300,000. In October 2026, Mr. Yu exercised certain options by purchasing an aggregate of 3,000,000\nshares for an aggregate exercise price of $2,250,000. On October 14, 2026, we granted Mr. Yu 1,380,000 RSUs, with one third (1/3) vesting on each of the first, second and third anniversary of the grant date, subject to his\ncontinued service with us through each applicable vesting date.

Mr. Christo J. Liebenberg\nhas served as our President and Chief Technical Advisor since August 2025. He previously served as our Chief Executive Officer from September\n2023 to July 2025. Mr. Liebenberg became our employee in December 2024; prior to that, from February 2024 to November 2024, he provided\nconsulting services to us pursuant to a consulting agreement. For the nine months ended July 31, 2026, Mr. Liebenberg earned\n$290,000 as salary. For the fiscal year ended October 31, 2025, Mr. Liebenberg earned $24,302 as consulting fees and $290,000\nas salary. For the fiscal year ended October 31, 2024, Mr. Liebenberg earned $135,000 as consulting fees. We granted Mr Liebenberg options\nto purchase 1,125,000, 500,000, and 380,000 shares of our common stock on September 1, 2024, January 6, 2025, and November 10, 2025,\nrespectively, at exercise prices $0.75, $1.80, and $3.00 per share. The options were fully vested on the date of the grant and expire\nat six, six, and six years from their respective dates of grant. The grant date fair values of these options were approximately $452,066,\n$489,931, and $611,274, respectively, which were determined using the Black-Scholes option pricing model. On October 14, 2026, we\ngranted Mr. Liebenberg 250,000 RSUs, with one third (1/3) vesting\non each of the first, second and third anniversary of the grant date, subject to her continued service with us through each applicable\nvesting date.

Ms.\nEwurama Rhule has been our Chief Financial Officer since January 2025. For the nine months ended July 31, 2026, Ms. Rhule\nearned $122,500 as salary. For the fiscal year ended October 31, 2025, Ms. Rhule earned $101,208 as salary. We granted Ms. Rhule\noptions to purchase 50,000 and 75,000 shares of common stock on January 6, 2025 and November 10, 2025 at exercise prices of $1.80 and\n$3.00 per share, respectively. The options were fully vested on the date of the grant and expire six and six years from their respective\ndates of grant. The grant date fair values of these options were approximately $48,993 and $120,646, respectively, which were determined\nusing the Black-Scholes option pricing model. On October 14, 2026, we granted Ms. Rhule 100,000 RSUs, with one third (1/3) vesting\non each of the first, second and third anniversary of the grant date, subject to her continued service with us through each applicable\nvesting date.

Mr.\nViktor Chikan has been our Chief Technology Officer since December 2024. He previously served as a Team Leader and interim Chief Technology\nOfficer with us from August 2024 to November 2024. He became our employee in December 2024: prior to that, he provided consulting services\nto us pursuant to a consulting agreement. For the nine months ended July 31, 2026, Mr. Chikan earned $167,083 as\nsalary. During the fiscal year ended October 31, 2025, Mr. Chikan earned $14,779 as consulting fees and $197,083 as salary. We granted\nMr. Chikan options to purchase 50,000 shares of common stock on November 10, 2025 at an exercise price of $3.00 per share. The options\nwere fully vested on the date of the grant and expire six years from the grant date. The grant date fair value of the options was approximately\n$80,431, which were determined using the Black-Scholes option pricing model. On October 14, 2026, we granted Mr. Chikan 150,000 RSUs,\nwith one third (1/3) vesting on each of the first, second and third anniversary of the grant date, subject to his continued service with\nus through each applicable vesting date.

Mr.\nLloyd Jollay has been our Chief Operations Officer since February 2026. He previously served as a Manager of UF6 Handling Systems with\nus from July 2025 to January 2026. For the nine months ended July 31, 2026, Mr. Jollay earned $195,000 as salary.\nFor the fiscal year ended October 31, 2025, Mr. Jollay received $86,667 as salary. We granted Mr. Jollay options to purchase 180,000\nshares of common stock on November 10, 2025 at an exercise price of $3.00 per share. The options were fully vested on the date of the\ngrant and expire six years from the grant date. The grant date fair value of the options was approximately $289,551, which was determined\nusing the Black-Scholes option pricing model. On October 14, 2026, we granted Mr. Jollay 150,000 RSUs, with one third (1/3) vesting\non each of the first, second and third anniversary of the grant date, subject to his continued service with us through each applicable\nvesting date.

Ms.\nMichele Perlin served as a member of our board of directors between August 2025 and October 2026. On February 10, 2025,\nwe paid Ms. Perlin, a retainer of $100,000 for legal services pursuant to a retainer agreement dated January 28, 2025. The legal services\nrelated to general corporate matters, including reviewing contracts, drafting contracts, and negotiating contracts. The retainer was\nfully utilized for services rendered during the fiscal year ended October 31, 2025, and no amounts were outstanding or payable to Ms.\nPerlin as of October 31, 2025. Such engagement has concluded, and no further services or fees are contemplated under such engagement.\nMs. Perlin also served as an advisory consultant from September 2024 to January 2025. For the nine months ended July 31, 2026\nand fiscal year end October 31, 2025, Ms. Perlin did not receive director fees from us. We granted Ms. Perlin options to purchase 250,000,\n188,000, and 100,000 shares of our common stock on September 1, 2024, January 6, 2025, and November 10, 2025, respectively, under our\n2023 Stock Option Plan, at exercise prices of $0.75, $1.80, and $3.00 per share, respectively. The options were fully vested on the respective\ndates of grant and expire six, six, and six years from their respective dates of grant. The grant date fair values of these options were\napproximately $100,459, $184,214, and $160,862 respectively, which were determined using the Black-Scholes option pricing model. On\nOctober 14, 2026, we granted Ms. Perlin 50,000 RSUs, with one third (1/3) vesting on each of the first, second and third anniversary\nof the grant date, subject to her continued service with us through each applicable vesting date.

Mr.\nKerry Sebree served as a member of our board of directors between June 2024 and October 2026. Prior to joining our board,\nMr. Sebree served as a consultant to us from November 2023 to May 2024. For the nine months ended July 31, 2026 and the\nfiscal years end October 31, 2025 and 2024, Mr. Sebree did not receive any director fees from us. We granted Mr. Sebree the following\noptions under our 2023 Stock Option Plan, each of which was fully vested on the date of grant: (i) on November 1, 2023, options to purchase\n40,000 shares of our common stock at an exercise price of $0.375 per share, expiring four years from the date of grant, with a grant\ndate fair value of approximately $478; and (ii) on November 10, 2025, options to purchase 25,000 shares of our common stock at an exercise\nprice of $3.00 per share, expiring six years from the date of grant, with a grant date fair value of approximately $40,215. The grant\ndate fair values were determined using the Black-Scholes option pricing model. In addition, we granted options to two entities with which\nMr. Sebree is affiliated. Each of these option grants was fully vested on the date of grant, and expire six years from the date of grant,\nand had a grant date fair value determined using the Black-Scholes option pricing model. We granted Brixton Holdings LLC, of which Mr.\nSebree serves as the sole director, options to purchase (i) 500,000 shares of our common stock on September 1, 2024 at an exercise price\nof $0.75 per share, with a grant date fair value of approximately $200,918, and (ii) 50,000 shares of our common stock on January 1,\n2025 at an exercise price of $1.80 per share, with a grant date fair value of approximately $48,993. We granted Cake Holdings LLC, of\nwhich Mr. Sebree serves as a co-manager, options to purchase (i) 300,000 shares of our common stock on September 1, 2024 at an exercise\nprice of $0.75 per share, with a grant date fair value of approximately $120,551, and (ii) 100,000 shares of our common stock on January\n6, 2025 at an exercise price of $1.80 per share, with a grant date fair value of approximately $97,986. On October 14, 2026, we granted\nMr. Sebree 50,000 RSUs, with one third (1/3) vesting on each of the first, second and third anniversary of the grant date, subject to\nhis continued service with us through each applicable vesting date.

Mr.\nAtul Sabharwal has served as a member of our board of directors since June 2024. In March 2023, Mr. Sabharwal invested C$10,000 and received\n200,000 shares of our common stock in the $0.05 financing round. In July 2024, he transferred 200,000 shares to his son. For the nine\nmonths ended July 31, 2026 and the fiscal years end October 31, 2025 and 2024, Mr. Sabharwal did not receive director fees from\nus. We granted Mr. Sabharwal options to purchase 75,000 shares of our common stock on September 1, 2024 under our 2023 Stock Option Plan,\nat an exercise price of $0.75 per share. The options were fully vested on the date of the grant and expire six years from their respective\ndate of grant. The grant date fair value of the option was approximately $30,138, which was determined using the Black-Scholes option\npricing model. In March 2026, Mr. Sabharwal fully exercised his options, purchasing an aggregate of 75,000 shares for an aggregate exercise\nprice of $56,250. On October 14, 2026, we granted Mr. Sabharwal 50,000 RSUs, with one third (1/3) vesting on each of the first, second\nand third anniversary of the grant date, subject to his continued service with us through each applicable vesting date.

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Mr. James Walker,\nthe Chief Executive Officer and Director of NANO Nuclear, has served as a consultant to us since May 1, 2023, with an initial term of\nthirty-six months. In July 2026, we and Mr. Walker entered into an amendment extending the term for one additional year, effective as\nof May 1, 2026. Mr. Walker also served as our Chief Executive Officer and a Director from February 2022 until his resignation in\nSeptember 2023. For the nine months ended July 31, 2026 and the fiscal years ended October 31, 2025 and 2024, Mr. Walker\nreceived consulting fees from us of approximately $0, $50,000, and $0, respectively. We granted Mr. Walker options to purchase 100,000,\n150,000, and 50,000 shares of our common stock on November 1, 2023, September 1, 2024, and January 6, 2025, respectively, under our 2023\nStock Option Plan, at exercise prices of $0.375, $0.75, and $1.80 per share, respectively. The options were fully vested on the date\nof the grant and expire four, six, and six years from their respective dates of grant. The grant date fair values of these options were\napproximately $1,195, $60,275, and $48,993, respectively, which were determined using the Black-Scholes option-pricing model. In February\n2026, Mr. Walker exercised all options, purchasing an aggregate of 300,000 shares for an aggregate exercise price of $240,000.

Mr. Jaisun Garcha,\nthe Chief Financial Officer of NANO Nuclear, has served as a consultant to us since May 1, 2023, with an initial term of thirty-six months.\nIn July 2026, we and Mr. Garcha entered into an amendment extending the term for one additional year, effective as of May 1, 2026. Mr.\nGarcha also served as our Chief Financial Officer and a Director from February 2022 until his resignation in December 2024. For the nine\nmonths ended July 31, 2026 and the fiscal years ended October 31, 2025 and 2024, Mr. Garcha received consulting fees from us of\napproximately $0, $160,000, and $73,200, respectively, through his wholly owned entity. We granted Mr. Garcha options to purchase 200,000,\n250,000, and 100,000 shares of our common stock on November 1, 2023, September 1, 2024, and January 6, 2025, respectively, under our\n2023 Stock Option Plan, at exercise prices of $0.375, $0.75, and $1.80 per share, respectively. The options were fully vested on the\ndate of the grant and expire four, six, and six years from their respective dates of grant. The grant date fair values of these options\nwere approximately $2,390, $100,459, and $97,986, respectively, which were determined using the Black-Scholes option pricing model. In\nFebruary 2026, Mr. Garcha exercised all options, purchasing an aggregate of 550,000 shares for an aggregate exercise price of $442,500.\nOn October 14, 2026, we granted Mr. Garcha 80,000 RSUs, with one third (1/3) vesting on each of the first, second and third anniversary\nof the grant date, subject to his continued service with us through each applicable vesting date.

Dr.\nTsun Yee Law, a director of NANO Nuclear, was a director of LIST between February 1, 2022 and August 1, 2025. For the fiscal\nyears ended October 31, 2025 and 2024, Dr Tsun Yee Law did not receive any compensation in the capacity of director from us. We granted\nDr. Law options to purchase 60,000, 50,000, and 25,000 shares of our common stock on November 1, 2023, September 1, 2024, and January\n6, 2025, respectively, under our 2023 Stock Option Plan, at exercise prices of $0.375, $0.75, and $1.80 per share, respectively. The\noptions were fully vested on the date of the grant and expire four, six, and six years from their respective dates of grant. The grant date\nfair values of these options were approximately $717, $20,092, and $24,497, respectively, which were determined using the Black-Scholes\noption pricing model.

Dr. Jeff W.\nEerkens, co-founder of CRISLA, Inc., has been a consultant since February 2024. For the nine months ended July 31, 2026, Dr. Eerkens received consulting\nfees of $90,000. For the fiscal year ended October 31, 2025, Dr. Eerkens received $120,000 as consulting fees. For the fiscal year ended\nOctober 31, 2024, Dr. Eerkens received $90,000 as consulting fees and a reimbursement of $1,692 for travel expenses. All amounts have\nbeen paid in full as of July 31, 2026.

Mr. Jared Yu, the\nsibling of Mr. Jay Jiang Yu, our Chief Executive Officer and Chairman, has been a consultant to us since December 2023. For the nine\nmonths ended July 31, 2026 and the fiscal years ended October 31, 2025 and 2024, Mr. Jared Yu received an aggregate of approximately\n$90,000, $120,000, and $71,000, respectively, for services rendered to us, through his wholly owned entity Udyr Tech LLC. For\nthe nine months ended July 31, 2026 and the fiscal years ended October 31, 2025 and 2024, Mr. Jared Yu received an aggregate\nof approximately $0, $250,000, and $525,000, respectively, for services rendered to us, through his wholly owned entity Financial Buzz\nMedia Networks LLC. We granted Mr. Jared Yu, through his wholly owned entity Udyr Tech LLC, options to purchase 160,000, 400,000, 300,000,\nand 50,000 shares of our common stock on November 1, 2023, September 1, 2024, January 6, 2025, and November 10, 2025, respectively, under\nSection 4a (2) of the Securities Act, at exercise prices of $0.375, $0.75, $1.80, and $3.00 per share, respectively. The options\nwere fully vested on the date of the grant and expire four, six, six, and six years from their respective dates of grant. The grant date\nfair values of these options were approximately $1,912, $160,735, $293,958, and $80,431, respectively, which were determined using the\nBlack-Scholes option pricing model. In March 2026, Mr. Jared Yu exercised options, purchasing an aggregate of 160,000 shares for an aggregate\nexercise price of $60,000.

Mr. Michael Perlin,\nthe sibling of Ms. Michele Perlin, one of our prior independent directors, has been a consultant to us since 2025. For the nine\nmonths ended July 31, 2026 and the fiscal years ended October 31, 2025 and 2024, Mr. Perlin did not receive any cash compensation.\nWe granted Mr. Perlin, through his wholly-owned entity Perlin Consulting, options to purchase 300,000 and 50,000 shares of our common\nstock on January 1, 2025 and November 10, 2025, respectively at exercise prices of $1.80 and $3.00 per share, respectively. The options\nwere fully vested on the date of the grant and expire six and six years from their respective dates of grant. The grant date fair values\nof these options were approximately $293,958 and $80,431, respectively, which were determined using the Black-Scholes option pricing\nmodel.

Jason S. Mencher\nand Eric Forte joined us in October 2026. As of the date of this prospectus, they have not received any cash compensation or securities\nfrom us.

Share\nIssuances

See\n“History of Securities Issuances.”

Insider Participation in This Offering

Jay\nJiang Yu, our Chief Executive Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each indicated\nan interest (either by themselves or through their affiliates) in each purchasing up to $250,000 worth of shares of our common stock\nin this offering (the “Insider Shares”). This purchase would be made at the initial public offering price per share\nand on the same terms as the other purchasers in this offering. Because indications of interest are not binding agreements or commitments\nto purchase, either Mr. Yu or Mr. Liebenberg may determine to purchase more, fewer, or no shares in this offering, or the underwriters\nmay determine to sell more, fewer, or no shares to Mr. Yu or Mr. Liebenberg. The underwriters will receive the same underwriting\ndiscount on any shares purchased by Mr. Yu or Mr. Liebenberg as they will from any other shares sold to the public in this offering.\nThe number of shares of common stock available for sale to the general public will be reduced to the extent that Mr. Yu or Mr. Liebenberg\npurchase shares of common stock in this offering. Although the sale of the Insider Shares to Mr. Yu and Mr. Liebenberg in this offering\nis registered under the registration statement of which this prospectus is a part; however, due to their status as affiliates of our\ncompany, in addition to other regulatory considerations, the Insider Shares may only be resold in compliance with Rule 144 promulgated\nunder the Securities Act. In addition, the Insider Shares are subject to a lock-up agreement in favor of the underwriters and may not\nbe resold to the public until 180 days after the date of this prospectus, and otherwise in compliance with the Securities Act.

Employment\nAgreements with Our Executive Officers

We\nhave employment agreements with our executive officers. See\n“Executive and Director Compensation — Employment Agreements with Our Executive Officers Mr. Yu, Mr. Liebenberg and Mr.\nChikan” and “Executive and Director Compensation — Employment Agreements with our Executive Officers Ms. Rhule\nand Mr. Jollay.”

Independent\nDirector Agreements with Our Independent Directors

We\nplan to enter into independent director agreements with each of our independent directors.

See\n“Executive and Director Compensation — Independent Director Agreements with Our Independent Directors.”

Consulting\nAgreements with the Members of the Executive Advisory Board

We\nhave entered into a consulting agreement with each member of our Executive Advisory Board.

See\n“Management - Consulting Agreements with the Members of the Executive Advisory Board.”

Company\nPolicies on Related Party Transactions

A\n“Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is\nor will be a participant, the amount of which involved exceeds $120,000 in any one fiscal year, and in which any related person had,\nhas or will have a direct or indirect material interest. A “Related Person” means:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	any\n person who is, or at any time during the applicable period was, one of our executive officers,\n one of our directors, or a nominee to become one of our directors;

	●	any\n person who is known by us to be the beneficial owner of more than 5.0% of any class of our\n voting securities;

	●	any\n immediate family member of any of the foregoing persons, which means any child, stepchild,\n parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,\n brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of\n more than 5.0% of any class of our voting securities, and any person (other than a tenant\n or employee) sharing the household of such director, executive officer or beneficial owner\n of more than 5.0% of any class of our voting securities; and

	●	any\n firm, corporation, or other entity in which any of the foregoing persons is employed or is\n a general partner or principal or in a similar position or in which such person has a 5%\n or greater beneficial ownership interest in any class of our company’s voting securities.

Our\nboard of directors intends to adopt a related party transactions policy. Pursuant to this policy, our Audit Committee will review\nall material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject\nto certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee\nshall consider, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms\ngenerally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s\ninterest in the transaction. Further, the policy will require that all Related Party Transactions required to be disclosed in our filings\nwith the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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DESCRIPTION\nOF CAPITAL STOCK

From\nour inception, our authorized capital stock consisted of 300,000,000 shares, comprised of 200,000,000 shares of common stock, par value\n$0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share.

On\nApril 22, 2024, our board of directors approved a reverse stock split of our outstanding common stock at a ratio of one-for-2.5, which\nbecame effective on April 22, 2024. As a result of the reverse stock split, the number of authorized shares of common stock was proportionately\nreduced from 200,000,000 shares to 80,000,000 shares, and the number of issued and outstanding shares of common stock was correspondingly\nadjusted to reflect the reverse stock split ratio. The par value of the common stock remained unchanged at $0.0001 per share. Any fractional\nshares resulting from the reverse stock split were rounded up to the nearest whole share. All share and per-share amounts presented herein\nhave been retroactively adjusted to reflect the reverse stock split.

On\nJune 15, 2024, our board of directors and holders of a majority of our outstanding voting stock approved an amendment to our Articles\nof Incorporation, which increased the number of authorized shares of common stock from 80,000,000 shares to 275,000,000 shares and decreased\nthe number of authorized shares of preferred stock from 100,000,000 shares to 25,000,000 shares. The aggregate number of authorized shares\nremained unchanged at 300,000,000 shares, and the par value of both the common stock and preferred stock remained $0.0001 per share.\nAs a result of the amendment, we are currently authorized to issue an aggregate of 300,000,000 shares of capital stock, consisting of\n275,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share.\nHolders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders.

As\nof October 14, 2026, there were 71,611,408 shares of common stock outstanding (including the 2,250,000 shares of common\nstock issued to Starfire Industries, subject to performance-based vesting conditions tied to the achievement of specific milestones within\ndefined timelines and are subject to forfeiture and subsequent cancellation if such milestones are not achieved by the contractually\nspecified dates) and there was no preferred stock outstanding.

The\nfollowing summary of the capital stock and our amended articles of incorporation and amended and restated bylaws does not\npurport to be complete and is qualified in its entirety by reference to the provisions of applicable law and our articles of incorporation\nand bylaws, as amended, which are filed as exhibits to the registration statement of which this prospectus is a part.

Common\nStock

Voting\nRights. Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the\nstockholders. Holders of shares of common stock have no cumulative voting rights.

Quorum.\nOur bylaws provide that the holders of not less than one-third (equivalent to 33 1/3 percent) of the outstanding shares of common\nstock entitled to vote constitute a quorum. In the absence of a quorum, any meeting of stockholders may be adjourned, from time\nto time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other\nbusiness shall be transacted at such meeting. Where a separate vote by a class or classes or series is required, except where otherwise\nprovided by the statute or by the articles of incorporation or the bylaws, as amended, a majority of the outstanding shares of such class\nor classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that\nvote on that matter and, except where otherwise provided by the statute or by the articles of incorporation or the bylaws, as amended,\nthe affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions,\nby the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Dividend\nRights. Holders of shares of common stock are entitled to ratably receive dividends when and if declared by the board of directors\nout of funds legally available for that purpose, subject to the provisions of our articles of incorporation and bylaws, any statutory\nor contractual restrictions on the payment of dividends, and any prior rights and preferences that may be applicable to any outstanding\npreferred stock.

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Liquidation\nRights. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive\nratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any\nof our outstanding shares of preferred stock.

Other\nMatters. The shares of common stock have no preemptive or preferential right to acquire any of our shares or securities, including\nshares or securities held in our treasury. All outstanding shares of our common stock are fully paid and non-assessable.

Preferred\nStock

Our\narticles of incorporation give the board of directors the power to issue shares of preferred stock in one or more series without stockholder\napproval. The board of directors has the discretion to determine the designations, rights, qualifications, preferences, privileges, and\nrestrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each\nseries of preferred stock. The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences\nis to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable\nflexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult\nfor a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.

Stock\nOptions

The 2026 Plan permits the\ngranting of both options intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify.\nOptions granted under the 2026 Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual\nlimit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified\noptions may be granted to any persons eligible to receive awards under the 2026 Plan. As of the date of this prospectus, we have not\ngranted any options under the 2026 Plan.

As\nof October 14, 2026, we have the following options issued and outstanding:

\n\n\n\n\n\n\n

	●	6,268,007\n shares of our common stock underlying options outstanding under our 2023 Stock Option Plan;\n and

	●	17,672,000 \n shares of our common stock underlying options outstanding which are not governed by our 2023\n Stock Option Plan.

Restricted\nStock Units

RSUs\nare the right to receive shares of our common stock at a future date in accordance with the terms of such grant upon the attainment\nof certain conditions specified by the 2026 Plan Administrator. Restrictions or conditions could include, but are not limited to,\nthe attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other\nrestrictions or conditions. As of the date of this prospectus, we have reserved 983,711 shares of our common stock for issuance upon\nthe settlement of RSUs to be granted under the 2026 Plan in the future.

As\nof October 14, 2026, we have the following RSUs issued and outstanding:

\n \n \n \n \n

●

5,115,000\n shares of our common stock underlying RSUs outstanding under our 2026 Plan.

Representative’s\nWarrant

Upon the closing\nof this offering, we have agreed to issue to Titan, the representative of the underwriters (or its permitted assignees)\ncommon stock purchase warrants to purchase up to a total of 198,334 shares of common stock (7.0% of the shares issued in\nthis offering, assuming no exercise of the over-allotment). The Representative’s Warrant is exercisable at a per share price equal to\n$6.90 per share, or 115% of the initial public offering price per share of common stock issued in this offering (based on the\nassumed offering price of $6.00, which is the midpoint of the estimated price range set forth on the cover page of this prospectus).\nThe Representative’ s\nWarrant has been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1)(A).\nTitan (or its permitted assignees under FINRA Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or\nhypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative,\nput, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period\ncommencing 180 days from the commencement of sales of the shares of common stock in this offering. The Representative’ s\nWarrant will be exercisable at any time, and from time to time, in whole or in part, from the first day of the seventh\nmonth after the closing of this offering through the fifth anniversary of the closing of this offering, subject to FINRA Rule 5110(g)(8)(A).\nThe exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in\nthe event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger, or consolidation. To the\nextent the shares underlying the Representative’ s\nWarrant are not registered pursuant to an effective registration statement, Titan will have unlimited “piggyback”\nregistration rights for a period of five (5) years after the commencement of sales of this offering.

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Lock-Up\nAgreements

Pursuant\nto certain “lock-up” agreements, each of our directors, officers, and their affiliates has agreed to enter into a\nlock-up agreement with the underwriters. Under the lock-up agreements, the directors, officers, and their affiliates may\nnot, subject to certain exceptions, directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including\nany short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position”\n(within the meaning of Rule 16a-1(h) under the Exchange Act), or otherwise dispose of, or enter into any transaction which is designed\nto or could be expected to result in the disposition of, any of our shares of common stock or securities convertible into or exchangeable\nfor shares of common stock, or publicly announce any intention to do any of the foregoing, without the prior written consent of the underwriters,\nfor a period of 180 days from the date of this prospectus (the “Lock-up Period”). This consent may be given at any\ntime without public notice.

In\naddition, we have agreed, subject to certain customary exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option\nor contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise\ntransfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable\nfor shares of common stock; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares\nof common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; (iii) complete any offering\nof debt securities of the Company, other than entering into a line of credit with a traditional bank; (iv) enter into any swap or other\narrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of common stock,\nwhether any such transaction described in (i), (iii) or (iv) above is to be settled by delivery of shares of common stock or such other\nsecurities, in cash or otherwise, or (v) publicly announce an intention to effect any such swap, agreement or other transaction described\nin clauses (i), (iii) and (iv), without the prior written consent of the underwriters during the Lock-up Period. This\nconsent may be given at any time without public notice.

Leak-out\nAgreements

In\naddition to the arrangements described above under “Lock-Up Agreements,” any existing holder of 0.5% or more of our common\nstock prior to this offering who is not an executive officer, director, or their affiliates of our company (who we\nrefer to as the Leak-Out Holders) will be subject to leak-out agreement restricting sales of certain percentages of their common stock\nduring a period ranging from 90 days to 180 days following the day immediately before the commencement of the trading\nof our common stock on Nasdaq as follows:

\n \n \n \n \n

(i)

Leak-Out Holders will be\n permitted to sell or dispose of 25% of their securities after 90 days following the day immediately before the commencement\n of the trading of our common stock on Nasdaq;

\n \n \n \n \n

(ii)

Leak-Out Holders will be permitted to sell or dispose of an additional\n 25% of their securities beginning 120 days following the day immediately before the commencement of the trading\n of our common stock on Nasdaq; and

\n \n \n \n \n

(iii)

Leak-Out Holders will be permitted to sell or dispose of an additional\n 50% of their securities beginning 180 days following the day immediately before the commencement of the trading\n of our common stock on Nasdaq.

Nevada\nAnti-Takeover Provisions

Nevada\nlaw, NRS Sections 78.411 through 78.444, regulate business combinations with interested stockholders. Nevada law defines an interested\nstockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation.\nPursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain prohibited for three years after the\nperson became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority\nof the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value\nrequirements. NRS 78.434 permits a Nevada corporation to opt-out of the statute with appropriate provisions in its articles of incorporation.

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NRS\nSections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation\nis defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record\nin Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person\nand those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution\nof the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the\nvoting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 378 provides that a\nNevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation. We have opted out of these sections in our articles of incorporation.

Removal\nof Directors; Vacancies

Under\nNRS 78.335, one or more of the incumbent directors may be removed from office by the vote of stockholders representing two-thirds or\nmore of the voting power of the issued and outstanding stock entitled to vote. Our bylaws provide that any newly created position on\nthe board of directors that results from an increase in the total number of directors and any vacancies on the board of directors will,\nunless the board of directors determines by resolution that such newly created directorships or vacancies be filled by stockholder vote,\nbe filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum.

No\nCumulative Voting

The\nNRS does not permit stockholders to cumulate their votes other than in the election of directors, and then only if expressly authorized\nby the corporation’s articles of incorporation. Our articles of Incorporation does not expressly authorize cumulative voting.

The\ncombination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as\nfor another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain\nand discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a\nchange in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to\nissue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These\nprovisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies\nand to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability\nto hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect\nof discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management.\nAs a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored\ntakeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate\nwith the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging\ntakeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Articles\nof Incorporation and Bylaw Provisions, As Amended

Our\npurpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under NRS Section 78 other\nthan the business of a trust company, savings and loan association, thrift company or corporation organized for the purpose of conducting\na banking business.

Board\nof Directors

Our\nbylaws provide that the number of directors will be fixed by the board of directors within a range of between one and fifteen directors.\nThe directors need not be stockholders unless so required by our articles of incorporation. The minimum or maximum number may be increased\nor decreased from time to time only by an amendment to the bylaws, which power belongs exclusively to our board of directors.

Requirements\nfor Advance Notification of Director Nominations and Stockholder Proposals

Our\nbylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.\nIn order for any matter to be properly brought before a meeting of our stockholders, the stockholder submitting the proposal or nomination\nwill have to comply with advance notice requirements and provide us with certain information.

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For\nbusiness to be properly brought before an annual meeting, the proposing stockholder must have given written notice of the nomination\nor proposal, either by personal delivery or by United States mail to the Secretary of our company not later than the close of business\non the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding\nyear’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of\nthe annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s\nproxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th)\nday prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual\nmeeting or, in the event public announcement of the date of such annual meeting is first made by the Company fewer than seventy (70)\ndays prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement\nof the date of such meeting is first made by the Corporation. No business shall be conducted at any annual meeting except in accordance\nwith the procedures set forth in our bylaws.

Special \nmeetings of the stockholders may be called for by (i) our Chairman of the Board, or (ii) our board of directors pursuant to a\nresolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously\nauthorized directorships at the time any such resolution is presented to the board of directors for adoption), and shall be held at such\nplace, on such date, and at such time as our board of directors shall determine.

Authorized\nbut Unissued Capital Stock

Neither\nNevada law nor our governing documents require stockholder approval for any issuance of authorized shares, except as provided in NRS\n78.2055 with respect to a decrease in the number of issued and outstanding shares of a class or series without a corresponding decrease\nin the authorized shares. Our authorized but unissued common stock are therefore available for future issuances without stockholder approval\nand could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee\nbenefit plans. The existence of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt\nto obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Stockholder\nAction by Written Consent

Any\naction required or permitted by the NRS to be taken at a meeting of stockholders may be taken without a meeting if, before or after the\naction, a written consent to the action is signed by stockholders holding a majority of the voting power of our company or, if different,\nthe proportion of voting power required to take the action at a meeting of stockholders.

History\nof Securities Issuances

The\nfollowing is a summary of transactions from our inception until the date of this prospectus involving issuance of our securities that\nwere not registered under the Securities Act. The offers, sales and issuances of the securities described below were exempt from registration\neither (i) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder in that the transactions\nwere between an issuer and sophisticated investors or members of its senior executive management and did not involve any offering within\nthe meaning of Section 4(a)(2), or (ii) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were\nnot made to persons in the United States and no directed selling efforts were made in the United States, or (iii) under Rule 144A under\nthe Securities Act in that the shares were offered and sold by the initial purchasers to qualified institutional buyers, or (iv) under\nRule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to\ncompensation.

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In\nJanuary 2022, we issued 4,000,000 shares of our common stock to I Financial. Jay Jiang Yu, our Chief Executive Officer and Chairman,\nis the sole shareholder and director of I Financial.

In\nJanuary 2022, we issued an aggregate of 2,600,001 shares of our common stock to Jay Jiang Yu, our Chief Executive Officer\nand Chairman who also currently serves as President, Secretary and Treasurer, and Chairman of the Board of Directors of NANO\nNuclear, a related party, and Jaisun Garcha, one of our consultants who also currently serves as Chief Financial Officer of NANO\nNuclear, a related party, for services they rendered to us.

In\nMarch 2023, we issued an aggregate of 4,929,663 shares of our common stock to certain investors, and received aggregate proceeds of C$246,483.

In\nJune 2023, we issued 200,000 shares of our common stock to a consultant for services received.

In\nAugust 2023, we issued an aggregate of 4,800,000 shares of our common stock to the former CRISLA shareholders, including Christo J. Liebenberg\nand Dr. Jeff W. Eerkens (the “CRISLA Closing Consideration Shares”), with the balance of an aggregate of 3,200,000\nshares of our common stock to be issued in the future upon the successful completion of four milestones (with each 800,000 shares of\nour common stock to be issued at each of the four milestones).

In\nAugust 2023, we issued an aggregate of 5,491,392 shares of our common stock to certain investors, and received aggregate proceeds\nof C$686,424.

In\nAugust 2023, we issued an aggregate of 320,000 shares of our common stock to certain consultants for services received.

In\nAugust 2023, we issued an aggregate of 80,000 shares of our common stock to Thomas Blees, one of our consultants who serves as a member\nof the executive advisory board, for services rendered to us.

In\nAugust 2023, we issued an aggregate of 800,000 shares of our common stock to James Walker, one of our consultants who also currently\nserves as the Chief Executive Officer and director of NANO Nuclear, for services rendered to us.

In\nMarch 2024, we issued an aggregate of 1,740,756 shares of our common stock to certain investors, and received aggregate proceeds of $1,305,567.

In\nMay 2024, we issued an aggregate of 110,000 shares of our common stock to certain consultants for services received.

In\nMay 2024, we issued 200,000 shares of our common stock to Randall L. Beatty, Ph.D., our Chairman of the Executive Advisory Board for\nUF6 Gas Handling Systems, for services he rendered to us.

In\nMay 2024, we issued 30,000 shares of our common stock to Dennis Garratt, Ph.D., our Chairman of the Executive Advisory Board for Laser\nEnrichment (CRISLA 2G Canada), for services he rendered to us.

In\nMay 2024, we issued an aggregate of 40,000 shares of our common stock to Junaid Razvi Ph.D., our Senior Advisor in Nuclear Energy, for\nservices he rendered to us.

In\nJuly 2024, we issued an aggregate of 200,000 shares of our common stock to a consultant for services received.

In\nAugust 2024, we issued 2,666,667 shares of our common stock to NANO Nuclear and received aggregate proceeds of $2,000,000.

In\nAugust 2024, we issued an aggregate of 11,425,178 shares of our common stock to certain investors and received aggregate proceeds of\n$8,568,883.50.

In\nAugust 2024, we issued an aggregate of 175,000 shares of our common stock to certain consultants for services received.

In\nAugust 2024, we issued 250,000 shares of our common stock to Viktor Chikan, our Chief Technology Officer, for services he rendered to\nus.

In\nDecember 2024, we issued an aggregate of 12,539,646 shares of our common stock to certain investors and received aggregate proceeds of\n$22,571,386.

In\nMay 2025, we issued an aggregate of 3,976,764 shares of our common stock to certain investors, and received aggregate proceeds of $11,930,292.

In\nJanuary 2026, we issued an aggregate of 285,714 shares of our common stock to an affiliate of Titan, and received\naggregate proceeds of $1,000,000.

In\nJanuary 2026, we issued an aggregate of 4,599,682 shares of our common stock to certain investors, and received aggregate proceeds\nof $16,098,912.

In\nMarch 2026, we issued an aggregate of 1,781,945 shares of our common stock to certain investors, and received aggregate proceeds of $7,127,780.

In\nMarch 2026, we issued an aggregate of 2,039,000 shares of our common stock upon the exercise of outstanding stock options by certain\nconsultants and other option holders. Of this amount, the following related parties exercised options: James Walker exercised 300,000,\nJaisun Garcha exercised 550,000, Atul Sabharwal, an independent director of our company, exercised 75,000, Udyr Tech LLC exercised 160,000,\nand Jay Jiang Yu, our Chief Executive Officer and Chairman, through his wholly owned entity, I Financial, exercised 800,000. The\nremaining 154,000 shares were issued to other consultants upon exercise of their options. Udyr Tech LLC is a limited liability company\nincorporated under the laws of Delaware. Jared Yu, a sibling of our Chief Executive Officer and Chairman, Jay Jiang Yu, is the sole\nmember of Udyr Tech LLC and thus exercises voting and dispositive power of the securities held by Udyr Tech LLC.

In\nMarch 2026, we issued an aggregate of 3,000,000 shares of our common stock to Starfire Industries, subject to forfeiture under certain\nconditions as more fully specified in a strategic investment agreement between LIST and Starfire Industries. See “Business –\nMaterial Agreements.”

In\nJuly 2026, we issued 30,000 shares of our common stock to a consultant upon his exercise of outstanding stock options.

In\nSeptember 2026, we issued an aggregate of 300,000 shares of our common stock to consultants upon their exercise of outstanding stock\noptions.

In\nOctober 2026, we issued 3,000,000 shares of our common stock to I Financial upon its exercise of outstanding stock options. Jay Jiang\nYu, our Chief Executive Officer and Chairman, is the sole shareholder and director of I Financial.

Transfer\nAgent and Registrar

The\ntransfer agent and registrar of our common stock is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette\nPlace, Woodmere, New York 11598.

Listing

We\nhave applied to have our common stock listed on Nasdaq under the symbol “LIS.” The closing of this offering is conditioned\nupon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved\nfor listing on Nasdaq.

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SHARES\nELIGIBLE FOR FUTURE SALE

Immediately\nprior to this offering, there has been no market for our common stock, and a liquid trading market for our common stock may not develop\nor be sustained after this offering. Future sales of substantial amounts of our common stock in the public market, or the perception\nthat such sales could occur, could adversely affect market prices prevailing from time to time and could impair our ability to raise\ncapital through the sale of our equity securities. Furthermore, because only a limited number of shares will be available for sale shortly\nafter this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial\namounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market prices\nfor the shares of our common stock, and our ability to raise equity capital in the future.

Based\non the number of shares outstanding as of the date of this prospectus, upon the closing of this offering, approximately 74,444,742\nshares of common stock will be outstanding, assuming an initial public offering price of $6.00 per share (the midpoint of the\nestimated price range set forth on the cover page of this prospectus), offered hereby and further assuming no exercise of the underwriters’\nover-allotment option. Of the shares to be outstanding immediately after completion of the offering, all 2,833,334 shares sold\nin this offering will be freely tradable except that any shares purchased in this offering by our affiliates, as that term is defined\nin Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

In\nconnection with this offering, we, our executive officers, directors, and their affiliates holding our securities exercisable\nfor or convertible into our common stock have agreed not to offer, issue, sell,\ncontract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of one hundred\neighty (180) days from the date of this prospectus. In addition, any holder of 0.5% or more of our common stock prior to this offering\nwho is not an executive officer, director or their affiliates will be subject to leak-out restrictions restricting sales of certain\npercentages of their common stock during a period ranging from 90 days to 180 days following the day immediately before\nthe commencement of the trading of our common stock on Nasdaq. As a result of these agreements, subject to the provisions of Rule\n144 or Rule 701, shares will be available for sale in the public market as follows:

●

beginning\n on the date of this prospectus, all of the shares sold in this offering will be immediately\n available for sale in the public market (except as described above); and

●

beginning\n 181 days after the date of this prospectus, additional shares will become eligible for sale\n in the public market, of which shares will be held by affiliates and subject to the volume\n and other restrictions of Rule 144, as described below.

Rule\n144

In\ngeneral, under Rule 144 as currently in effect, beginning 90 days after the effective date of the registration statement of which this\nprospectus is a part, any person who is not an affiliate of ours and has held their shares for at least six months, as measured by SEC\nrule, including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, provided\ncurrent public information about us is available. In addition, under Rule 144, any person who is not an affiliate of ours and has held\ntheir shares for at least one year, as measured by SEC rule, including the holding period of any prior owner other than one of our affiliates,\nwould be entitled to sell an unlimited number of shares immediately upon the closing of this offering without regard to whether current\npublic information about us is available. Beginning 90 days after the effective date of the registration statement of which this prospectus\nis a part, a person who is an affiliate of ours and who has beneficially owned restricted securities for at least six months, as measured\nby SEC rule, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a number of restricted\nshares within any three-month period that does not exceed the greater of:

●

1%\n of the number of shares of our common stock then outstanding, which will equal approximately\n 744,447 shares immediately after this offering; and

●

the\n average weekly trading volume of our common stock on Nasdaq during the four calendar weeks\n preceding the filing of a notice on Form 144 with respect to the sale.

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Sales\nof restricted shares under Rule 144 held by our affiliates are also subject to requirements regarding the manner of sale, notice and\nthe availability of current public information about us. Rule 144 also provides that affiliates relying on Rule 144 to sell shares of\nour common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, other\nthan the holding period requirement.

Notwithstanding\nthe availability of Rule 144, the existing holders of our restricted shares, including our executive officers, directors, and their\naffiliates, have entered into lock-up agreements as described below and their restricted shares will become eligible for sale\nat the expiration of the restrictions set forth in those lock-up agreements, and in addition, any Leak-Out Holder holding 0.5% or\nmore of our common stock who is not an executive officer, director or their affiliates will be subject to leak-out agreement restricting\nsales of certain percentages of their common stock during a period ranging from 90 days to 180 days following the day\nimmediately before the commencement of the trading of our common stock on Nasdaq.

Rule\n701

Under\nRule 701 under the Securities Act, shares of our common stock acquired upon the exercise of currently outstanding options or pursuant\nto other rights granted under our stock plans may be resold, by:

\n\n\n\n\n

	●	persons\n other than affiliates, beginning 90 days after the effective date of the registration statement\n of which this prospectus is a part, subject only to the manner-of-sale provisions of Rule\n 144; and

	●	our\n affiliates, beginning 90 days after the effective date of the registration statement of which\n this prospectus is a part, subject to the manner-of-sale and volume limitations, current\n public information and filing requirements of Rule 144, in each case, without compliance\n with the six-month holding period requirement of Rule 144.

Notwithstanding\nthe foregoing, all our Rule 701 shares are subject to lock-up agreements as described above and in the section titled “Underwriting”\nand will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Lock-Up\nAgreements

Pursuant\nto certain “lock-up” agreements, each of our executive officers, directors, and their affiliates have entered into\na lock-up agreement with the underwriters. Under the lock-up agreements, the directors and executive officers may not, subject to certain\nexceptions, directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including any short sale),\ngrant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning\nof Rule 16a-1(h) under the Exchange Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected\nto result in the disposition of, any of our shares of common stock or securities convertible into or exchangeable for shares of common\nstock, or publicly announce any intention to do any of the foregoing, without the prior written consent of the underwriters, during\nthe Lock-up Period. This consent may be given at any time without public notice.

In\naddition, we have agreed, subject to certain customary exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option\nor contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise\ntransfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable\nfor shares of common stock; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares\nof common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; (iii) complete any offering\nof debt securities of the Company, other than entering into a line of credit with a traditional bank; (iv) enter into any swap or other\narrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of common stock,\nwhether any such transaction described in (i), (iii) or (iv) above is to be settled by delivery of shares of common stock or such other\nsecurities, in cash or otherwise, or (v) publicly announce an intention to effect any such swap, agreement or other transaction described\nin clauses (i), (iii) and (iv), without the prior written consent of the underwriters during the Lock-up Period. This consent\nmay be given at any time without public notice.

Leak-Out\nAgreements

In\naddition to the arrangements described above under “Lock-Up Agreements,” each Leak-Out Holder holding 0.5% or more of\nour common stock who is not an executive officer, director, or their affiliates will be subject to a leak-out agreement\nrestricting sales of certain percentages of their common stock during a period ranging from 90 days to 180 days following\nthe day immediately before the commencement of the trading of our common stock on Nasdaq as follows:

\n \n \n \n

(i)	Leak-Out Holders will be\n permitted to sell or dispose of 25% of their securities after 90 days following the day immediately before the commencement\n of the trading of our common stock on Nasdaq;

\n \n \n \n

(ii)	Leak-Out Holders will be\n permitted to sell or dispose of an additional 25% of their securities beginning 120 days following the day immediately\n before the commencement of the trading of our common stock on Nasdaq; and

\n \n \n \n

(iii)

Leak-Out Holders will be\n permitted to sell or dispose of an additional 50% of their securities beginning 180 days following the day immediately\n before the commencement of the trading of our common stock on Nasdaq.

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MATERIAL\nU.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The\nfollowing is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock acquired\nin this offering by a “non-U.S. holder” (as defined below), but does not purport to be a complete analysis of all the potential\ntax considerations relating thereto. This summary is based upon the provisions of the United States Internal Revenue Code of 1986, as\namended, or the Code, Treasury Regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date\nhereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from\nthose set forth below. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service, or IRS, with respect\nto the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will\nagree with such statements and conclusions.

This\nsummary also does not address the tax considerations arising under the laws of any state or local or non-U.S. jurisdiction or under U.S.\nfederal gift and estate tax rules, or rising out of other non-income tax rules, except to the limited extent set forth below. In addition,\nthis discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may\nbe subject to special tax rules, including, without limitation:

●	banks,\n insurance companies, regulated investment companies, real estate investment trusts or other financial institutions;

●	persons\n subject to the alternative minimum tax or the tax on net investment income;

●	persons\n subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into\n account in an applicable financial statement;

●	tax-exempt\n organizations or governmental organizations;

●	pension\n plans and tax-qualified retirement plans;

●	controlled\n foreign corporations, passive foreign investment companies and corporations that accumulate\n earnings to avoid U.S. federal income tax;

●	partnerships\n or other entities or arrangements treated as partnership for U.S. federal income tax purposes (and investors therein);

●	brokers\n or dealers in securities or currencies;

●	traders\n in securities that elect to use a mark-to-market method of accounting for their securities holdings;

●	persons\n that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

●	certain\n former citizens or long-term residents of the United States;

●	persons\n who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or\n other risk reduction transaction or integrated investment;

●	persons\n who hold or receive our common stock pursuant to the exercise of any option or otherwise as compensation;

●	persons\n who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for\n investment); and

●	persons\n deemed to sell our common stock under the constructive sale provisions of the Code.

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In\naddition, if a partnership, entity or arrangement classified as a partnership or flow-through entity for U.S. federal income tax purposes\nholds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of\nthe partnership or other entity. A partner in a partnership or other such entity that will hold our common stock should consult his,\nher or its own tax advisor regarding the tax consequences of the ownership and disposition of our common stock through a partnership\nor other such entity, as applicable.

This\nsummary is for informational purposes only and is not tax advice. Each non-U.S. holder is urged to consult its own tax advisor with respect\nto the application of the U.S. federal income tax laws to its particular situation, as well as any tax consequences of the purchase,\nownership and disposition of our common stock arising under the U.S. federal gift or estate tax rules or under the laws of any state,\nlocal, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S.\nHolder Defined

For\npurposes of this discussion, a “non-U.S. holder” is a beneficial owner of our common stock that, for U.S. federal income\ntax purposes, is neither a “U.S. person” nor an entity (or arrangement) treated as a partnership. A “U.S. person”\nis any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

●

an\n individual who is a citizen or resident of the United States;

●

a\n corporation or other entity taxable as a corporation created or organized in the United States\n or under the laws of the United States or any political subdivision thereof, or otherwise\n treated as such for U.S. federal income tax purposes;

●

an\n estate whose income is subject to U.S. federal income tax regardless of its source; or

●

a\n trust (x) whose administration is subject to the primary supervision of a U.S. court and\n that has one or more U.S. persons who have the authority to control all substantial decisions\n of the trust or (y) that has made a valid election under applicable Treasury Regulations\n to be treated as a U.S. person.

Distributions

As\ndescribed in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our common stock.\nHowever, following the completion of this offering, if we do make distributions of cash or property on our common stock to non-U.S. holders,\nsuch distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated\nearnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current\nand our accumulated earnings and profits, the excess will first constitute a return of capital and will reduce each non-U.S. holder’s\nadjusted tax basis in our common stock, but not below zero. Any additional excess will then be treated as capital gain from the sale\nof stock, as discussed under “Gain on Disposition of Common Stock.”

Subject\nto the discussions below on effectively connected income, backup withholding and the Foreign Account Tax Compliance Act, or FATCA, any\ndividend paid to a non-U.S. holder generally will be subject to U.S. federal withholding tax either at a rate of 30% of the gross amount\nof the dividend or such lower rate as may be specified by an applicable income tax treaty between the United States and such non-U.S.\nholder’s country of residence. In order to receive a reduced treaty rate, such non-U.S. holder must provide the applicable withholding\nagent with an IRS Form W-8BEN or W-8BEN-E or other appropriate version of IRS Form W-8 certifying qualification for the reduced treaty\nrate. A non-U.S. holder of shares of our common stock eligible for a reduced rate of U.S. federal withholding tax pursuant to an income\ntax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS. If such non-U.S.\nholder holds our common stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S.\nholder will be required to provide appropriate documentation to such agent, which then will be required to provide certification to the\napplicable withholding agent, either directly or through other intermediaries. Each non-U.S. holder should consult its own tax advisors\nregarding their entitlement to benefits under any applicable income tax treaty.

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Dividends\nreceived by a non-U.S. holder that are treated as effectively connected with such non-U.S. holder’s conduct of a trade or business\nwithin the United States (and, if an applicable income tax treaty so provides, such non-U.S. holder maintains a permanent establishment\nor fixed base in the United States to which such dividends are attributable) are generally exempt from the 30% U.S. federal withholding\ntax, subject to the discussion below on backup withholding and FATCA withholding. To claim this exemption, a non-U.S. holder must provide\nthe applicable withholding agent with a properly executed IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption.\nSuch effectively connected dividends, although not subject to U.S. federal withholding tax, are taxed at the same graduated rates applicable\nto U.S. persons, net of certain deductions and credits, subject to an applicable income tax treaty providing otherwise. In addition,\nif a non-U.S. holder is a corporation, dividends such non-U.S. holder receives that are effectively connected with its conduct of a U.S.\ntrade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable\nincome tax treaty between the United States and such non-U.S. holder’s country of residence. Each non-U.S. holder should consult\nits own tax advisor regarding the tax consequences of the ownership and disposition of our common stock, including any applicable tax\ntreaties that may provide for different rules.

Gain\non Disposition of Common Stock

Subject\nto the discussion below regarding backup withholding and FATCA withholding, a non-U.S. holder generally will not be required to pay U.S.\nfederal income tax on any gain realized upon the sale or other disposition of our common stock unless:

●

the\n gain is effectively connected with such non-U.S. holder’s conduct of a U.S. trade or\n business (and, if an applicable income tax treaty so provides, such non-U.S. holder maintains\n a permanent establishment or fixed base in the United States to which such gain is attributable);

●

such\n non-U.S. holder is an individual who is present in the United States for an aggregate 183\n days or more during the taxable year in which the sale or disposition occurs and certain\n other conditions are met; or

●

our\n common stock constitutes a United States real property interest, or USRPI, by reason of our\n status as a “United States real property holding corporation,” or USRPHC, for\n U.S. federal income tax purposes.

We\nbelieve that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion\nso assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property\ninterests relative to the fair market value of our U.S. and worldwide real property interests plus our other business assets, there can\nbe no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly\ntraded on an established securities market, your common stock will be treated as U.S. real property interests only if you actually (directly\nor indirectly) or constructively hold more than 5% of such regularly traded common stock at any time during the shorter of the five-year\nperiod preceding your disposition of, or your holding period for, our common stock.

A\nnon-U.S. holder described in the first bullet above will be required to pay U.S. federal income tax on the gain derived from the sale\n(net of certain deductions and credits) under regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that is\na corporation may be subject to the branch profits tax at a 30% rate on a portion of its effectively connected earnings and profits for\nthe taxable year that are attributable to such gain, as adjusted for certain items. A lower rate may be specified by an applicable income\ntax treaty.

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A\nnon-U.S. holder described in the second bullet above will be subject to tax at 30% (or such lower rate specified by an applicable income\ntax treaty) on the gain derived from the sale, which gain may be offset by U.S. source capital losses of such non-U.S. holder for the\ntaxable year, provided such non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Each\nnon-U.S. holder should consult its own tax advisor regarding any applicable income tax or other treaties that may provide for different\nrules.

Information\nReporting and Backup Withholding

Generally,\nwe or an applicable withholding agent must report annually to the IRS the amount of dividends paid to a non-U.S. holder, such non-U.S.\nholder’s name and address, and the amount of tax withheld, if any. A similar report is sent to such non-U.S. holder. Pursuant to\nany applicable income tax treaty or other agreement, the IRS may make such report available to the tax authority in such non-U.S. holder’s\ncountry of residence.

Dividends\npaid by us (or our paying agent) to a non-U.S. holder may also be subject to backup withholding at a current rate of 24%.

Such\ninformation reporting and backup withholding requirements may be avoided, however, if such non-U.S. holder establishes an exemption by\nproviding a properly executed, and applicable, IRS Form W-8, or otherwise establishes an exemption. Generally, such information reporting\nand backup withholding requirements will not apply to a non-U.S. holder where the transaction is effected outside the United States,\nthrough a non-U.S. office of a non-U.S. broker. Notwithstanding the foregoing, backup withholding and information reporting may apply,\nhowever, if the applicable withholding agent has actual knowledge, or reason to know, that such non-U.S. holder is a U.S. person.

Backup\nwithholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be\nreduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained\nfrom the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign\nAccount Tax Compliance Act (FATCA)

Sections\n1471 to 1474 of the Code, Treasury Regulations issued thereunder and related official IRS guidance, commonly referred to as FATCA, generally\nimpose a U.S. federal withholding tax of 30% on dividends on our common stock paid to a “foreign financial institution” (as\ndefined under FATCA, and which may include banks, traditional financial institutions, investment funds, and certain holding companies),\nunless such institution enters into an agreement with the U.S. Department of the Treasury to, among other things, identify accounts held\nby certain “specified United States persons” or “United States-owned foreign entities” (each as defined under\nFATCA), report annually substantial information about such accounts, and withhold on certain payments to non-compliant foreign financial\ninstitutions and certain other account holders. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on our\ncommon stock paid to a “non-financial foreign entity” (as specially defined under FATCA), unless such entity provides identifying\ninformation regarding each of its direct or indirect “substantial United States owners” (as defined under FATCA), certifies\nthat it does not have any substantial United States owners, or otherwise establishes an exemption. Accordingly, the institution or entity\nthrough which our common stock is held will affect the determination of whether such withholding is required.

The\nwithholding obligations under FATCA generally apply to dividends on our common stock. Such withholding will apply regardless of whether\nthe beneficial owner of the payment otherwise would be exempt from withholding pursuant to an applicable tax treaty with the United States,\nthe Code, or other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits\nof such taxes.

Under\nproposed regulations, FATCA withholding on payments of gross proceeds has been eliminated. These proposed regulations are subject to\nchange.

An\nintergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this\nsection. Prospective investors are encouraged to consult with their own tax advisors regarding the application of FATCA withholding to\ntheir investment in, and ownership and disposition of, our common stock.

The\npreceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice to investors in their particular\ncircumstances. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and\nnon-U.S. tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change\nin applicable laws.

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UNDERWRITING

Titan\nPartners Securities LLC (“Titan”) is acting as the representative of the underwriters of this offering. We\nhave entered into an underwriting agreement dated as of [●], 2026 with the underwriters (the “Underwriting Agreement”).\nSubject to the terms and conditions of the Underwriting Agreement, we have agreed to sell to the underwriters, and the underwriters\nhave agreed to purchase from us, at the public offering price, less the underwriting discounts set forth herein, the number of shares\nof common stock set forth in the following table:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of Shares of Common Stock
Name
Titan Partners Securities LLC		[●]
Total		[●]

The underwriters\nare committed to purchase all shares of common stock offered by us other than those covered by the over-allotment option described\nbelow, if any, are purchased. The underwriters are not obligated to purchase the securities covered by the underwriters’\noption described below. The underwriters are offering the shares of common stock, subject to prior sale, when, as and if issued\nto and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the Underwriting Agreement,\nsuch as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve their\nright to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment\nOption

We have granted\nthe option to the underwriters, which is an option, exercisable one or more times in whole or in part, not later than 30 days\nafter the date of this prospectus, to purchase from us up to an 425,000 additional shares of common stock at the public offering\nprice of $6.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), which\nequals 15% of the shares of common stock initially sold in this offering, less the underwriting discounts set forth herein to cover over-allotments,\nif any. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the\nextent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional\nshares of common stock on the same terms as those on which the other shares of common stock are being offered hereunder. If this option\nis exercised in full, the total offering price to the public will be $19,550,000 and the total net proceeds, after deducting\nthe underwriting discounts and estimated offering expenses payable by us, will be approximately $17.5 million (based on the assumed\ninitial offering price of $6.00 per share, which is the midpoint of the estimated price range set forth on the cover page of\nthis prospectus).

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Discounts\nand Expenses

The\nfollowing table shows the total underwriting discounts payable to the underwriters by us in connection with this offering (assuming\nboth the exercise in full and non-exercise of the over-allotment option to purchase additional shares of common stock we have granted\nto the underwriters):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Per Share

Total Without Exercise of
\n Over-Allotment Option

Total With Exercise of
Over-\n Allotment
Option

Public offering price

[●]

Underwriting discount ⁽¹⁾⁽²⁾

[●]

Proceeds, before expenses, to us

[●]

(1)\nRepresents underwriting discounts equal to six and one-half percent (6.5%) per share (or $[●] per share).

(2)\nDoes not include (i) a non-accountable expense allowance equal to one-half of one percent (0.5%) of the gross proceeds of this offering,\npayable to the underwriters, or (ii) the reimbursement of certain expenses of the underwriters.

We\npaid an advance of $20,000 to the underwriters, which will be applied against the accountable expenses that will be paid by us\nto the underwriters in connection with this offering. Such advance will be returned to us to the extent not actually incurred\nby the underwriters in accordance FINRA Rule 5110(g)(4)(A).

The\nunderwriters propose to offer the shares of common stock to the public at the public offering price set forth on the cover page\nof this prospectus and to certain dealers at that price less a concession not in excess of $[●] per share of common stock. After\nthe offering, the public offering price and concession may be changed by the underwriters. No such change shall change the amount\nof proceeds to be received by us as set forth on the cover page of this prospectus.

We\nhave agreed to reimburse the underwriters for reasonable out-of-pocket expenses not to exceed $200,000 in the aggregate (up to\n$150,000 for legal fees, costs and expenses and up to $50,000 of the underwriter’s non-legal expenses). If this offering is not\nconsummated, we shall reimburse the underwriters for reasonable actual, documented out-of-pocket expenses incurred by the underwriters\nfor up to $50,000, including the fees and disbursements of its counsel. We have also agreed to pay the underwriters a non-accountable\nexpense allowance in the amount of one-half of one percent (0.5%) of the gross proceeds from this offering. We estimate that total expenses\npayable by us in connection with this offering, other than underwriting discounts and non-accountable expense allowance, will\nbe approximately $730,370.

Discretionary\nAccounts

The\nunderwriters do not intend to confirm sales of the shares of common stock offered hereby to any accounts over which it has discretionary\nauthority.

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Indemnification

Pursuant\nto the Underwriting Agreement, we have agreed to indemnify the underwriters against certain liabilities, including liabilities\nunder the Securities Act, or to contribute to payments that the underwriters or such other indemnified parties may be required\nto make in respect of those liabilities.

Standstill,\nLock-Up Agreements and Leak-Out Agreements

We\nhave agreed, subject to certain customary exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to\npurchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose\nof, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of\ncommon stock; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of common\nstock or any securities convertible into or exercisable or exchangeable for shares of common stock; (iii) complete any offering of debt\nsecurities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement\nthat transfers to another, in whole or in part, any of the economic consequences of ownership of shares of common stock, whether any\nsuch transaction described in (i), (iii) or (iv) above is to be settled by delivery of shares of common stock or such other securities,\nin cash or otherwise, or (v) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses\n(i), (iii) and (iv), without the prior written consent of the underwriters, during the Lock-up Period. This consent\nmay be given at any time without public notice.

In addition, each\nof our directors, officers, and their affiliates have agreed to enter into a lock-up agreement with the underwriters.\nUnder the lock-up agreements, our directors, officers, and their affiliates may not, subject to certain exceptions, directly or\nindirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including any short sale), grant any security interest\nin, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning of Rule 16a-1(h) under the\nExchange Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition\nof, any of our shares of common stock or securities convertible into or exchangeable for shares of common stock, or publicly announce\nany intention to do any of the foregoing, without the prior written consent of the underwriters, during the Lock-up Period. This\nconsent may be given at any time without public notice.

In addition to the\narrangements described above under “Lock-Up Agreements,” each existing stockholder holding 0.5% or more of our common\nstock who is not an executive officer, director, or their affiliates (who we refer to as the Leak-Out Holders) will be subject\nto leak-out agreement restricting sales of certain percentages of their common stock during a period ranging from 90 days to 180\ndays following the day immediately before the commencement of the trading of our common stock on Nasdaq as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(i)	Leak-Out Holders will be permitted to sell or dispose of 25%\n of their securities after 90 days following the day immediately before the commencement of the trading of our common stock\n on Nasdaq;

(ii)	Leak-Out Holders will be permitted to sell or dispose of an additional\n 25% of their securities beginning 120 days following the day immediately before the commencement of the trading\n of our common stock on Nasdaq; and

(iii)	Leak-Out Holders will be permitted to sell or dispose of an additional\n 50% of their securities beginning 180 days following the day immediately before the commencement of the trading\n of our common stock on Nasdaq.

Representative’s\nWarrant

We\nhave agreed to issue to Titan, the representative of the underwriters (or its permitted assignees) common stock purchase\nwarrants to purchase up to a total of 198,334 shares of common stock (7.0% of the shares issued in this offering, assuming\nno exercise of the over-allotment). The Representative ’ s\nWarrant is exercisable at a per share price equal\nto $6.90 per share, or 115% of the initial public offering price per share of common stock issued in this offering (based on the\nassumed offering price of $6.00, which is the midpoint of the estimated price range set forth on the cover page of this prospectus).\nThe Representative ’ s\nWarrant has been deemed compensation by FINRA and\nare therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1)(A). Titan (or its permitted assignees under FINRA\nRule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants,\nnor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition\nof the warrants or the underlying securities for a period commencing 180 days from the commencement of sales of the shares of common\nstock in this offering. The Representative ’ s\nWarrant will be exercisable at any time, and from\ntime to time, in whole or in part, from the first day of the seventh month after the closing of this offering through the fifth anniversary\nof the closing of this offering, subject to FINRA Rule 5110(g)(8)(A). The exercise price and number of shares issuable upon exercise\nof the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our\nrecapitalization, reorganization, merger, or consolidation. To the extent the shares underlying the Representative ’ s\nWarrant are not registered pursuant to an effective registration statement, Titan will have unlimited “piggyback” registration\nrights for a period of five (5) years after the commencement of sales of this offering.

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Tail\nFinancing

The\nunderwriters will be entitled to the same compensation they would have been entitled to for this offering, including an underwriting\ndiscount equivalent to 6.5% of the gross proceeds of any public or private offering or other financing or capital raising transaction\nof any kind (“Tail Financing”), warrants for the purchase of an amount equal to 7% of the securities issued in the Tail Financing\nand other expenses, to the extent that such financing or capital is provided to us by investors that Titan has introduced to us\nin connection with this offering, if such Tail Financing is consummated at any time within the twelve (12) month period following the\nclosing of this Offering. Titan must demonstrate in writing that Titan has first contacted such investors on\nour behalf. For the avoidance of doubt, the Tail Financing is not applicable if this offering is not consummated. The Tail Financing\nwill be subject to FINRA Rule 5110(g)(5), including that it may be terminated by the Company for cause, which will be a material failure\nby the underwriters to provide the services as contemplated by the engagement letter between the Company and Titan or fraud,\ngross negligence or willful misconduct by Titan.

Private Investment from an Affiliate of Titan

On December 10,\n2025, we entered into a subscription agreement with an affiliate of Titan, whereby such affiliate subscribed to\npurchase 285,715 shares of our common stock for an aggregate purchase price of $1,000,002.50. Such affiliate represented that it was\nan accredited investor and acquired the shares for its own account for investment purposes. Such shares were offered in a private placement\nand are subject to restrictions on resale under applicable securities laws.

Insider Participation in This Offering

Jay Jiang Yu,\nour Chief Executive Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each indicated an\ninterest (either by themselves or through their affiliates) in each purchasing up to $250,000 worth of shares of our common stock in\nthis offering. This purchase would be made at the initial public offering price per share and on the same terms as the other purchasers\nin this offering. Because indications of interest are not binding agreements or commitments to purchase, either Mr. Yu or Mr. Liebenberg\nmay determine to purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares\nto Mr. Yu or Mr. Liebenberg. The underwriters will receive the same underwriting discount on any shares purchased by Mr. Yu or\nMr. Liebenberg as they will from any other shares sold to the public in this offering. The number of shares of common stock available\nfor sale to the general public will be reduced to the extent that Mr. Yu or Mr. Liebenberg purchase shares of common stock in this offering.\nAlthough the sale of the Insider Shares to Mr. Yu and Mr. Liebenberg in this offering is registered under the registration statement\nof which this prospectus is a part; however, due to their status as affiliates of our company, in addition to other regulatory considerations,\nthe Insider Shares may only be resold in compliance with Rule 144 promulgated under the Securities Act. In addition, the Insider Shares\nare subject to a lock-up agreement in favor of the underwriters and may not be resold to the public until 180 days after the date of this prospectus, and otherwise in compliance with the Securities Act.

Price\nStabilization, Short Positions and Penalty Bids

In\nconnection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price\nof our common stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares of\ncommon stock than are set forth on the cover page of this prospectus. This creates a short position in our common stock for its own account.\nThe short position may be either a covered short position or a naked short position. In a covered short position, the number of shares\nof common stock over-allotted by the underwriters is not greater than the number of shares of common stock that it may purchase\nin the over-allotment option. In a naked short position, the number of shares of common stock involved is greater than the number of\nshares of common stock in the over-allotment option. To close out a short position, the underwriters may elect to exercise all\nor part of the over-allotment option. The underwriters may also elect to stabilize the price of our common stock or reduce any\nshort position by bidding for, and purchasing, common stock in the open market.

The\nunderwriters may also impose a penalty bid. This occurs when a particular broker-dealer repays to the underwriters a portion\nof the underwriting discount received by it because the underwriters has repurchased shares sold by or for the account of such\nbroker-dealer in stabilizing or short covering transactions.

These\nactivities by the underwriters may stabilize, maintain or otherwise affect the market price of our common stock. As a result,\nthe price of our common stock may be higher than the price that otherwise might exist in the open market. These transactions may be effected\non the Nasdaq or otherwise and, if commenced, may be discontinued at any time.

Passive\nMarket Making

In\nconnection with this offering, the underwriters and any selling group members may engage in passive market making transactions\nin our common stock on the Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement\nof offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid\nat a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive\nmarket maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.

Electronic\nDistribution

A\nprospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members,\nif any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters\nmay agree to allocate a number of shares of common stock for sale to its online brokerage account holders. Internet distributions will\nbe allocated by the underwriters that will make internet distributions on the same basis as other allocations. Other than the\nprospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus\nor the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters\nin its capacity as underwriters, and should not be relied upon by investors.

134

Other\nRelationships

The\nunderwriters and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and\nother services to us and our affiliates for which they may in the future receive customary fees. Except for services provided in connection\nwith this offering, the underwriters has not provided any investment banking or other financial services to us during the 180-day\nperiod preceding the date of this prospectus and we do not expect to retain the underwriters to perform any investment banking\nor other financial services for at least 90 days after the date of this prospectus.

See “—Private\nInvestment from an Affiliate of Titan” for a detailed description of the subscription by an affiliate of Titan for shares of our\ncommon stock in a prior private placement.

Pricing\nof the Offering

The\nshares of common stock are not listed for trading on any exchange or automated quotation system. We intend to apply to list our shares\nof common stock on the Nasdaq. We anticipate that upon satisfaction of the Nasdaq’s initial listing criteria, our shares of common\nstock will begin trading on the Nasdaq. No assurance can be given that our listing application will be approved. If we do not meet all\nof the Nasdaq’s initial listing criteria or our application for listing is not otherwise accepted, we will not consummate this\noffering.

Prior to this offering,\nthere has been no public market for our shares of common stock. The initial public offering price will be negotiated between us and the\nunderwriters. In determining the initial public offering price of our common stock, we and the underwriters expect to consider\na number of factors including: the information set forth in this prospectus and otherwise available to the underwriters; our history\nand prospects and the history of and prospects for the industry in which we compete; our past and present financial performance; our\nprospects for future earnings and the present state of our development; the general condition of the securities markets at the time of\nthis offering; the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and additional\nfactors deemed relevant by the underwriters and us.

Neither\nwe nor the underwriters can assure investors that an active trading market will develop for our shares of common stock, or that\nthe shares will trade in the public market at or above the initial public offering price.

Offer\nRestrictions Outside the United States

Other\nthan in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities\noffered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may\nnot be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection\nwith the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will\nresult in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes\nare advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.\nThis prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in\nany jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This\nprospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian\nSecurities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D\nof the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to\nwhom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more\nexemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to\nthose persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting\nthis offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under\nthe Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within\n12 months after its transfer to the offeree under this prospectus.

135

Canada

The\nsecurities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,\nas defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario),\nand are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant\nObligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to,\nthe prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide\na purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation,\nprovided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities\nlegislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities\nlegislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant\nto section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriter is not\nrequired to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with\nthis Offering.

Cayman\nIslands

No\ninvitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

European\nEconomic Area — Belgium, Germany, Luxembourg and Netherlands

The\ninformation in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under\nthe Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a\n“Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

An\noffer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following\nexemptions under the Prospectus Directive as implemented in that Relevant Member State:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	to legal entities that\n are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely\n to invest in securities;

	●	to any legal entity that\n has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more\n than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net\n turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

	●	to fewer than 100 natural\n or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to\n obtaining the prior consent of the Company or any underwriter for any such offer; or

	●	in any other circumstances\n falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement\n for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This\ndocument is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers)\nin France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code Monétaire et Financier) and\nArticles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”).\nThe securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This\ndocument and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval\nin France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

136

Such\noffers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés)\nacting for their own account, as defined in and in accordance with Articles L.411-2-II-2 and D.411-1 to D.411-3, D.744-1, D.754-1; and\nD.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified\ninvestors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2°\nand D.411-4, D.744-1, D.754-1; and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant\nto Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed\n(directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8\nto L.621-8-3 of the French Monetary and Financial Code.

Ireland

The\ninformation in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed\nwith or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities\nin Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”).\nThe securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of\na public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer\nthan 100 natural or legal persons who are not qualified investors.

Israel

The\nsecurities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the “ISA”),\nnor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public\nin Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this Offering\nor publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered\nan opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities\noffered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities\nlaws and regulations.

Italy

This\nOffering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione\nNazionale per le Società e la Borsa, “CONSOB” pursuant to the Italian securities legislation and, accordingly, no\noffering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a\npublic offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No.\n58”), other than:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	to Italian qualified investors,\n as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation\n no. 1197l”) as amended (“Qualified Investors”); and

	●	in other circumstances\n that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971\n as amended.

Any\noffer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements\nwhere a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	made by investment firms,\n banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1\n September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

	●	in compliance with all\n relevant Italian securities, tax and exchange controls and any other applicable laws.

Any\nsubsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules\nprovided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply\nwith such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring\nthe securities for any damages suffered by the investors.

137

Japan

The\nsecurities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of\nJapan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable\nto a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph\n3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly,\nin Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional\nInvestor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition\nby any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

This\ndocument is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários)\nin Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários).\nThe securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This\ndocument and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities\nMarket Commission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed\nor caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify\nas a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to\npersons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this\ndocument and they may not distribute it or the information contained in it to any other person.

Sweden

This\ndocument has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority).\nAccordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances\nthat are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel\nmed finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as\ndefined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the\ninformation contained in it to any other person.

Switzerland

The\nsecurities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any\nother stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards\nfor issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses\nunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.\nNeither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly\navailable in Switzerland.

Neither\nthis document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory\nauthority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial\nMarket Supervisory Authority (FINMA).

This\ndocument is personal to the recipient only and not for general circulation in Switzerland.

United\nArab Emirates

Neither\nthis document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates\nor any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central\nBank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within\nthe United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services\nrelating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered\nwithin the United Arab Emirates by the Company.

138

No\noffer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

United\nKingdom

Neither\nthe information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct\nAuthority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as\namended (“FSMA”) has been published or is intended to be published in respect of the securities. This document is issued\non a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom,\nand the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document,\nexcept in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not\nbe distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in\nthe United Kingdom.

Any\ninvitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the\nissue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be\ncommunicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In\nthe United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters\nrelating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial\nPromotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high\nnet worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together\n“relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement\nto purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document\nor any of its contents.

139

LEGAL\nMATTERS

The\nvalidity of the issuance of the common stock offered by us in this offering will be passed upon for us by Parsons Behle & Latimer,\nReno, Nevada. Certain legal matters will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York. The underwriters\nare being represented by Lucosky Brookman LLP, Woodbridge, New Jersey.

EXPERTS

WithumSmith+Brown,\nPC (or Withum), our independent registered public accounting firm, has audited our consolidated balance sheets as of October 31, 2025\nand 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years\nended October 31, 2025 and 2024, as set forth in their report dated June 22, 2026. We have included our consolidated financial\nstatements in this prospectus and in this registration statement in reliance on Withum’ s report given on their authority as experts\nin accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

We\nhave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered\nhereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in\nthe registration statement or the exhibits filed therewith. For further information about us and the common stock offered hereby, reference\nis made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus concerning the contents\nof any contract or any other document are not necessarily complete, please see the copy of the contract or document that has been filed\nfor the complete contents of that contract or document. Each statement in this prospectus relating to a contract or document filed as\nan exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be reviewed for the complete\ncontents of these contracts and documents.

We\ncurrently do not file periodic reports with the SEC. Upon the completion of this offering, we will be required to file periodic reports,\nproxy statements and other information with the SEC pursuant to the Exchange Act. The SEC maintains a website that contains reports,\nproxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the\nwebsite is www.sec.gov.

We\nalso maintain a website at www.laseristech.com. Upon completion of this offering, you may access these materials at our\nwebsite free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information\ncontained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

140

INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Consolidated\n Financial Statements:

Condensed\n Consolidated Balance Sheets as of July 31, 2026 (Unaudited) and October 31, 2025	F-2
Unaudited\n Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended July 31, 2026 and 2025	F-3
Unaudited\n Condensed Consolidated Statements of Stockholders’ Equity for the Three Months and Nine Months Ended July 31, 2026\n and 2025	F-4
Unaudited\n Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2026 and 2025	F-5
Notes\n to the Unaudited Consolidated Financial Statements	F-6

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

Report\n of Independent Registered Public Accounting Firm	F-17
Consolidated\n Balance Sheets as of October 31, 2025 and 2024	F-18
Consolidated\n Statements of Operations for the Years Ended October 31, 2025 and 2024	F-19
Consolidated\n Statements of Stockholders’ Equity for the Years Ended October 31, 2025 and 2024	F-20
Consolidated\n Statements of Cash Flows for the Years Ended October 31, 2025 and 2024	F-21
Notes\n to the Consolidated Financial Statements	F-22

F-1

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED\nCONSOLIDATED BALANCE SHEETS

	July 31, 2026			October 31, 2025
	(Unaudited)
ASSETS

Current assets:
Cash	$	18,791,693			$	33,229,315
Accounts receivable		181,042				181,042
Prepaid expenses and other assets		628,007				534,992
Deferred offering costs		148,004				-
Total current assets		19,748,746				33,945,349

Right-of-use assets		502,166				534,373
Property, plant and equipment		28,988,952				2,025,847
In-process research and development		1,679,532				1,240,586
Total assets	$	50,919,396			$	37,746,155

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	4,821,821			$	1,448,215
Lease liabilities, current		46,051				43,378
Total current liabilities		4,867,872				1,491,593

Lease liabilities, non-current		456,115				490,995
Acquisition consideration payable in equity		12,800,000				9,600,000
Deferred tax liability		438,946				-
Total liabilities		18,562,933				11,582,588

Stockholders’ Equity
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued and outstanding as of July 31, 2026 and October\n 31, 2025.		-				-
Common stock, $0.0001 par value; 275,000,000 shares authorized; 68,311,408 (including 2,250,000 unvested\n shares subject to forfeiture as of July 31, 2026: see Note 5) and 56,575,067 shares issued and outstanding as of July 31, 2026 and\n October 31, 2025, respectively		6,606				5,658
Additional paid-in capital		97,768,600				61,888,613
Accumulated deficit		(65,418,743	)			(35,730,704	)
Total stockholders’ equity		32,356,463				26,163,567
Total liabilities and stockholders’ equity	$	50,919,396			$	37,746,155

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED\nCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended		For the Nine Months Ended
	July 31, 2026			July 31, 2025			July 31, 2026		July 31, 2025
Operating expenses
General and administrative	$	(2,578,886	)		$	(1,504,457	)	$	(15,782,713	)	$	(9,560,354	)
Research and development		(1,940,342	)			(1,564,597	)		(11,446,134	)		(2,577,913	)
Loss from operations		(4,519,228	)			(3,069,054	)		(27,228,847	)		(12,138,267	)

Change in fair value of acquisition consideration payable in equity		-				(3,840,000	)		(3,200,000	)		(7,200,000	)

Other Non-Operating Items
Other income		220,361				536,494			740,808			1,090,428
Net loss	$	(4,298,867	)		$	(6,372,560	)	$	(29,688,039	)	$	(18,247,839	)

Net loss per share of common stock:
Basic	$	(0.07	)		$	(0.11	)	$	(0.47	)	$	(0.35	)
Diluted	$	(0.07	)		$	(0.11	)	$	(0.47	)	$	(0.35	)

Weighted-average shares of common stock outstanding:
Basic		66,035,973				55,919,556			62,556,616			52,188,104
Diluted		66,035,973				55,919,556			62,556,616			52,188,104

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

For\nthe Three and Nine Months Ended July 31, 2026

	Common Shares		Common Stock Amount			Additional\n paid-in capital		Accumulated\n deficit	Stockholders’\n Equity
Balance as of October 31, 2025		56,575,067		$	5,658		$	61,888,613	$	(35,730,704	)	$	26,163,567
Common stock issuances		4,885,396			488			17,098,424		-			17,098,912
Equity-based compensation		-			-			7,475,243		-			7,475,243
Net loss		-			-			-		(16,219,902	)		(16,219,902	)
Balance as of January 31, 2026 (unaudited)		61,460,463		$	6,146		$	86,462,280	$	(51,950,606	)	$	34,517,820
Common stock issuances		1,781,945			178			7,127,602		-			7,127,780
Shares issued for equity-based compensation		3,000,000			75			2,999,925		-			3,000,000
Exercise of stock options		2,039,000			204			1,156,295		-			1,156,499
Net loss		-			-			-		(9,169,270	)		(9,169,270	)
Balance as of April 30, 2026 (unaudited)		68,281,408		$	6,603		$	97,746,102	$	(61,119,876	)	$	36,632,829


Exercise of stock options		30,000			3			22,498		-			22,501
Net loss		-			-			-		(4,298,867	)		(4,298,867	)
Balance as of July 31, 2026 (unaudited)		68,311,408		$	6,606		$	97,768,600	$	(65,418,743	)	$	32,356,463

For\nthe Three and Nine Months Ended July 31, 2025

	Common Shares		Common Stock Amount			Additional\n paid-in capital		Share\n subscriptions	Accumulated\n deficit			Stockholders’\n Equity
Balance as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972			$	(14,191,378	)	$	15,589,108
Common stock issuances		12,539,646			1,254			22,570,132		-				-			22,571,386
Equity-based compensation		-			-			5,347,102		-				-			5,347,102
Share subscriptions		-			-			-		(7,734,800	)			-			(7,734,800	)
Net loss		-			-			-		-				(6,562,321	)		(6,562,321	)
Balance as of January 31, 2025 (unaudited)		52,598,303		$	5,260		$	49,958,742	$	172			$	(20,753,699	)	$	29,210,475
Share subscriptions		-			-			-		(172	)			-			(172	)
Net loss		-			-			-		-				(5,312,958	)		(5,312,958	)
Balance as of April 30, 2025 (unaudited)		52,598,303		$	5,260		$	49,958,742	$	-			$	(26,066,657	)	$	23,897,345
Common stock issuances		3,976,764			398			11,929,871		-				-			11,930,269
Net loss		-			-			-		-				(6,372,560	)		(6,372,560	)
Balance as of July 31, 2025 (unaudited)		56,575,067		$	5,658		$	61,888,613	$	-			$	(32,439,217	)	$	29,455,054

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED\nCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For\n the Nine Months Ended			For\n the Nine Months Ended
	July\n 31, 2026			July\n 31, 2025
OPERATING\n ACTIVITIES
Net\n loss	$	(29,688,039	)		$	(18,247,839	)
Adjustments\n to reconcile net loss to net cash used in operating activities:
Equity-based\n compensation		10,475,243				5,347,102
Amortization\n of right-of-use assets		32,207				29,739
Change\n in fair value of acquisition consideration payable in equity		3,200,000				7,200,000
Change\n in assets and liabilities:
Accounts\n receivable		-				(181,042	)
Prepaid\n expenses and other assets		(93,015	)			(107,500	)
Accounts\n payable and accrued liabilities		1,286,410				565,122
Lease\n liabilities		(32,207	)			(29,739	)
Net\n cash used in operating activities		(14,819,401	)			(5,424,157	)

INVESTING\n ACTIVITIES
Purchases\n of property, plant and equipment		(24,875,909	)			(1,074,893	)
Net\n cash used in investing activities		(24,875,909	)			(1,074,893	)

FINANCING\n ACTIVITIES
Proceeds\n from common stock issuances		24,226,692				34,501,742
Proceeds\n from exercise of stock options		1,179,000				-
Decrease\n in stock subscriptions		-				(7,734,972	)
Payment\n of deferred offering costs		(148,004	)			-
Net\n cash provided by financing activities		25,257,688				26,766,770

Net\n increase (decrease) in cash		(14,437,622	)			20,267,720
Cash,\n beginning of period		33,229,315				16,629,576
Cash,\n end of period	$	18,791,693			$	36,897,296

Non-Cash\n Supplemental Disclosures

In-process\n research and development and related deferred tax liability adjustment	$	438,946				-
Property,\n plant and equipment additions included in\n accounts payable and accrued liabilities	$	2,087,196				-

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

1.\nORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

LIS\nTechnologies Inc. (“LIST” or the “Company”) was originally incorporated under the laws of the province of British\nColumbia, Canada, on December 31, 2021. On September 27, 2023, the Company completed its continuation from the province of British Columbia,\nCanada, to the state of Nevada, USA. The Company is headquartered in Oak Ridge, Tennessee. The Company is a proprietary developer of\na patented advanced laser technology, making use of infrared wavelengths to selectively excite the molecules of desired isotopes to separate\nthem from other isotopes. The Company intends to progress its research and development of its laser technology to be used in a vast range\nof applications such as for production of Low Enriched Uranium (“LEU”) for use in existing civilian nuclear power plants,\nfor production of High-Assay LEU for use in the next generation of Small Modular Reactors and Microreactors, for the production of stable\nisotopes for medical and scientific research, and applications in quantum computing manufacturing for semiconductor technologies.

These\nunaudited condensed consolidated financial statements include\nthe accounts of LIS Technologies Inc. (formerly known as SMR Nuclear Energy Inc.) and its wholly owned subsidiary, CRISLA, Inc., which\nis incorporated in California. On June 26, 2024, the Company’s former wholly owned subsidiary, Laser Isotope Separation Technologies\nCorp. (a Nevada corporation), was merged with and into LIS Technologies Inc., with LIS Technologies Inc. as the surviving entity, at\nwhich point Laser Isotope Separation Technologies Corp. ceased to exist as a separate legal entity.

Liquidity

These\nunaudited condensed consolidated financial statements have been prepared on a going-concern basis, which assumes the realization of assets\nand settlement of liabilities in the normal course of business. As of July 31, 2026, the Company had cash of $18,791,693 and working\ncapital of $14,880,874. During the third quarter, cash decreased by approximately $15.8 million and working capital declined. For the\nnine months ended July 31, 2026, the Company incurred a net loss of $29,688,039 and had negative cash flows from operations of $14,819,401,\nand as of July 31, 2026, had an accumulated deficit of $65,418,743.

The\nCompany has not generated any revenue to date and does not expect to generate meaningful revenue unless and until it completes development,\nregulatory licensing and commercialization of its laser enrichment technology. The Company has incurred recurring losses and negative\ncash flows from operations since inception.

The\nCompany will require additional capital to execute its current operating plan, which includes CRISLA Process laboratory activities, development\nof other proprietary processes and systems, and facility development. Under its current operating plan, and assuming the Company proceeds\nwith certain planned capital expenditures, the Company’s existing cash is expected to fund operations only into the first quarter\nof fiscal 2027; the timing and amount of those capital expenditures are discretionary and within management’s control, and deferral\nof such expenditures would extend this period. These conditions, before consideration of management’s plans described below, raise\nsubstantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements\nare issued.

Management\nintends to fund its projected capital requirements through additional financing, which may include equity or debt financings, strategic\ninvestments, commercial arrangements or other sources of capital. There can be no assurance that such financing will be available on\nacceptable terms, if at all, and because these arrangements are outside the Company’s control, they have not been considered in\nmanagement’s evaluation. However, a substantial portion of the Company’s planned expenditures is discretionary, and management\nhas the ability and intent, if financing is not obtained on a timely basis, to defer or sequence those expenditures (including scaled\nfacility development and a substantial portion of planned CRISLA Process laboratory activities) such that existing cash is sufficient\nto fund the Company’s non-discretionary operating expenses and commitments for at least one year, after the date these financial\nstatements are issued. Management has concluded that these plans alleviate the substantial doubt.

F-6

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis\nof Presentation

The\naccompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally\naccepted in the United States of America (“U.S. GAAP”) for interim financial reporting. References to ASC and ASU included\nherein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards\nBoard (“FASB”) as the source of authoritative U.S. GAAP. The unaudited condensed consolidated financial statements include\nthe accounts of LIST and its wholly owned subsidiary (CRISLA, Inc). All intercompany transactions and balances have been eliminated in\nconsolidation.

In\nmanagement’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s\nannual audited consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary\nfor the fair statement of the Company’s financial position as of July 31, 2026, and its results of operations for the three and\nnine months ended July 31, 2026 and 2025 and cash flows for the nine months ended July 31, 2026 and 2025. The results for the three and\nnine months ended July 31, 2026 are not necessarily indicative of the results expected for the year or any other periods. The condensed\nconsolidated balance sheet as of October 31, 2025, has been derived from the Company’s audited consolidated financial statements.

Use\nof Estimates

The\npreparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain\nestimates, judgments, and assumptions. The Company believes that the estimates, judgments, and assumptions made when accounting for items\nand matters such as, but not limited to, equity-based compensation, contingencies, and the incremental borrowing rates used to measure\nlease liabilities are reasonable based on information available at the time they are made. These estimates, judgments, and assumptions\ncan affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements,\nas well as amounts reported on the unaudited condensed consolidated statements of operations during the periods presented. Actual results\ncould differ from those estimates.

Fair\nValue Measurement

The\nCompany measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined\nbased on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions,\nthe Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various\nvaluation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below.

Level\n1 – Quoted prices in active markets for identical instruments.

Level\n2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that\nare not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level\n3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The\nCompany’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment\nand considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on\nthe most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments,\nincluding prepaid expenses and accounts payable, approximates fair value due to their short maturities. The Company also measures certain\nliabilities at fair value on a recurring basis. The contingent consideration payable in equity arising from the acquisition of CRISLA,\nInc. is classified as Level 3 in the fair value hierarchy, as its valuation is derived from unobservable inputs including probability-weighted\nmilestone assessments and management assumptions regarding future outcomes.

F-7

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration\nof Credit Risk

Financial\ninstruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains\nits cash balances at a financial institution, and such amounts exceeded federally insured limits at July 31, 2026 and October 31, 2025.\nAny loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition,\nresults of operations, and cash flows.

Prepaid\nExpenses and Other Assets

Prepaid\nexpenses and other assets primarily relate to payments made to consultants and vendors in advance of the service being provided.

Property,\nPlant and Equipment

Property,\nplant and equipment are measured at cost less accumulated depreciation and impairment charges. Depreciation is computed using the straight-line\nmethod over the estimated useful lives of the assets once they are placed in service. When components of an item of property, plant and\nequipment have different useful lives, they are accounted for as separate items of property, plant and equipment and depreciated separately.

Land\nis carried at cost and is not depreciated. Construction in progress represents costs incurred for assets that are not yet placed in service.\nConstruction in progress is not depreciated until the related assets are completed and ready for their intended use, at which point the\nbalance is reclassified to the appropriate asset category and depreciation begins.

Gains\nand losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying\namount and are recognized in earnings.

In-Process\nResearch and Development

In-process\nresearch and development (“IPR&D”) represents the cost of technology acquired in an asset acquisition for use in the Company’s\nresearch and development activities. Under ASC 730, acquired intangible assets used in research and development are capitalized if they\nhave alternative future uses; otherwise, the cost is expensed. The Company capitalized the acquired laser isotope separation technology\nbecause, at the acquisition date, the Company had identified and documented alternative future uses outside of uranium enrichment, including\nthe production of medical isotopes, semi-conductors, and stable isotopes. Research and development costs incurred after acquisition are expensed as incurred.

In\nan asset acquisition, the cost of the acquisition, including the fair value of any share consideration and contingent consideration expected\nto be paid, is allocated to the assets acquired based on their relative fair values at the acquisition date. The Company’s IPR&D\nwas acquired on August 9, 2023 through the acquisition of CRISLA, Inc. The acquired technology through such acquisition, including the related CRISLA Patent, was accounted for as a\nsingle IPR&D asset; no separate value was assigned to the patent because the patent and the in-process technology together comprise\na single unit of account. Thus, no independent valuation or discounted cash flow model was used\nto measure the IPR&D. Because the parties had no prior relationship and negotiated the acquisition at arm’s length, the Company\ndetermined that the total purchase consideration of $1,245,434 represented the best evidence of the fair value of the assets acquired.\nThe principal estimates and assumptions in measuring that consideration were: (i) the fair value of the Company’s common shares, which\nwas measured at $0.093 (CAD $0.125) per share based on cash sales of common stock to third parties during August 2023, as no active market\nfor the shares existed; and (ii) the Company’s assessment that all four milestones underlying the 3,200,000 contingent consideration\nshares would be achieved, on which basis the contingent shares were included in the acquisition cost at full value. After allocating\n$4,848 to cash acquired, the remaining $1,240,586 was allocated to IPR&D. As of July 31, 2026, the carrying value of IPR&D was\n$1,679,532, reflecting a $438,946 increase from the $1,240,586 acquisition date balance, attributable to the deferred tax liability recognized\non the acquired intangible in connection with the asset acquisition.

The\nCompany capitalizes the cost of acquired patents and other intangible assets used in research and development activities when such assets\nhave alternative future uses, in accordance with ASC 730, Research and Development, and ASC 350, Intangibles—Goodwill\nand Other. Capitalized patents and other definite-lived intangible assets are amortized over their estimated useful lives, using\nthe straight-line method unless another method better reflects the pattern in which the economic benefits of the assets are consumed.\nAmortization of intangible assets used in research and development activities is included in research and development expense.

Capitalized\nIPR&D acquired in an acquisition is accounted for as an indefinite-lived intangible\nasset until the completion or abandonment of the associated research and development activities. Accordingly, such IPR&D is not amortized\nduring the development period but is tested for impairment at least annually and whenever events or changes in circumstances indicate\nthat the asset may be impaired. Upon completion of the associated research and development activities, the IPR&D asset is reclassified\nas a finite-lived intangible asset and amortized over its estimated useful life. If the associated research and development activities\nare abandoned, the Company evaluates the assets for impairment and recognizes any impairment loss in accordance with applicable accounting\nguidance.

Management\nevaluates the useful lives and recoverability of capitalized intangible assets based on the relevant facts and circumstances, including\nthe nature of the underlying technology, expected economic benefits, technological obsolescence, and other relevant factors. Management\nhas not identified any indicators of impairment of the Company’s IPR&D asset as of July 31, 2026.

F-8

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leases

The\nCompany recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either\nfinance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or\non a straight-line basis over the term of the lease. As of July 31, 2026 and October 31, 2025, the Company has one long-term operating\nlease.

Long-term\nleases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet\npaid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease\nis not readily determinable.

Short-term\nleases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties)\nare not capitalized but are expensed on a straight-line basis over the lease term. The Company had a short-term lease related to lab\nand office facilities which did not meet the criteria for capitalization during the three and nine months ended July 31, 2026 and 2025.

Equity-Based\nCompensation

Research\nand Development

Research\nand development expenses represent costs incurred for designing and engineering products, including the costs of developing design tools.\nAll research and development costs related to product development are expensed as incurred.

Legal\nContingencies

The\nCompany is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it\ndetermines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated.

Income\nTaxes

Deferred\ntax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial\nstatement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss\nand credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which\nthose temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in\ntax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more\nlikely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of\ndeferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company\nconsiders multiple factors in its evaluation of the need for a valuation allowance.

For\nuncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax\npositions in the unaudited condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties,\nif any, related to uncertain tax positions in income tax expense in the unaudited

F-9

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

condensed\nconsolidated statements of operations. As of July 31, 2026 and October 31, 2025, the Company does not believe it has any uncertain tax\npositions that would require either recognition or disclosure in the accompanying unaudited condensed consolidated financial statements.

There\nare currently no pending tax examinations. The Company’s tax years are still open under statute from 2022 to the present in the\nU.S. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted\nupon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

As\nrequired by the uncertain tax position guidance in ASC 740, Income Taxes, the Company recognizes the financial statement benefit of a\ntax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.\nFor tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit\nthat has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied\nthe uncertain tax position guidance in ASC 740, Income Taxes, Accounting for Income to all tax positions for which the statute of limitations\nremained open. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions.\nAny interest and penalties related to uncertain tax positions would be included as part of the income tax provision. For the nine months\nended July 31, 2026 and 2025, there are no uncertain tax positions.

On\nJuly 4, 2025, the One Big Beautiful Bill Act was enacted (“OBBBA”), introducing significant and wide-ranging changes to the\nU.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including\nexpansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research\nand experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2022 for businesses\nwith gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses.\nThe legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent.\nLess favorable business provisions include limitations on tax deductions for charitable contributions.

During\nthe nine months ended July 31, 2026, the Company finalized its historical income tax returns. In connection with those returns and the\ntax positions taken, the Company increased its in-process research and development and related deferred tax liability amounts of approximately\n$439,000. In addition, its deferred tax assets and related valuation allowance decreased by approximately $2.6 million. These have been\nreflected within these interim condensed consolidated financial statements. There was no impact to the statements of operations based\nupon the income tax return filings.

Net\nLoss per Share

Basic\nnet loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common shareholders\nby the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share attributable to common\nshareholders is computed by dividing reported net loss attributable to common shareholders by the sum of the weighted-average number\nof common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common\nshare equivalents consist of the incremental common shares issuable upon the exercise of share options and the incremental shares issuable\nupon conversion of similar instruments.

In\ncomputing diluted net loss per share, common share equivalents are not considered in periods in which a net loss is reported, as the\ninclusion of the common share equivalents would be anti-dilutive.

F-10

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Shares\nwhich have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of July\n31:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025
Stock\n options		27,290,000		24,712,000
Vendor\n performance-based shares		2,250,000		-
CRISLA\n contingent consideration shares		3,200,000		3,200,000
Total		32,740,000		27,912,000

Operating\nSegments

For\nthe three and nine months ended July 31, 2026 and 2025, the Company was managed as a single operating segment in accordance with the\nprovisions in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial\ninformation related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s\nChairman and Chief Executive Officer is the Chief Operating Decision Maker (“CODM”), as he is responsible for making decisions\nregarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization\nas a whole.

Deferred\nOffering Costs

Deferred\noffering costs consist of legal, accounting, and other direct costs incurred in connection with the Company’s proposed initial public\noffering. These costs are deferred and will be charged against the gross proceeds of the offering upon its completion. If the offering\nis abandoned, or postponed for more than 90 days, the deferred costs will be expensed. Deferred offering costs were $148,004 and $nil\nas of July 31, 2026 and October 31, 2025 respectively, and are presented separately on the balance sheet.

Recent\nAccounting Pronouncements

The\nCompany considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements\nwhich have been issued but are not yet effective that would have a material impact on the Company’s unaudited condensed consolidated\nfinancial statements.

3.\nRELATED PARTIES

On\nAugust 8, 2024, NANO Nuclear Energy Inc. purchased 2,666,667 shares of the Company’s common stock at $0.75 per share, resulting in total\nproceeds of $2,000,000. NANO Nuclear Energy Inc. is considered a related party as the Company and NANO Nuclear Energy Inc. share a common\nfounder, officer and significant shareholder (Mr. Jay Jiang Yu).

The\nCompany leases office and laboratory space in Oak Ridge, Tennessee from NANO Nuclear Energy Inc. under a lease agreement at $7,000 per\nmonth. Lease expense related to this agreement was $21,000 and $63,000 for the three and nine months ended July 31, 2026, respectively.\nAll amounts have been paid in full as of July 31, 2026.

The\nCompany incurred consulting fees of $30,000 and $90,000 for the three and nine months ended July 31, 2026, respectively, payable to Dr.\nJeff W. Eerkens, co-founder of CRISLA, Inc . All amounts have been paid in full as of July 31, 2026.

F-11

3.\nRELATED PARTIES (Continued)

The\nCompany incurred consulting fees of $30,000 and $90,000 for the three and nine months ended July 31, 2026, respectively, payable to Udyr\nTech LLC, an entity beneficially owned by the brother of Mr. Jay Jiang Yu. All amounts have been paid in full as of July 31, 2026.

4.\nOTHER INCOME

During\nthe three and nine months ended July 31, 2026, the Company earned interest income of $220,361 and $740,808, respectively, on cash\nheld at a financial institution. During the three and nine months ended July 31, 2025, the Company earned interest income of\n$355,452 and $834,520, respectively, on cash held at a financial institution and also earned other income of $181,042 and $255,908\nduring the three and nine months ended July 31, 2025, related to a $181,042 U.S. Department of Energy task and materials task order\nand a $74,866 U.S. Air Force Small Business Innovation Research award. These amounts are included in other income in the\naccompanying Statements of Operations.

5.\nEQUITY

Reverse\nStock Split

On\nApril 22, 2024, the Board of Directors approved a reverse stock split on the basis of one (1) share of common stock, par value $0.0001\nper share, for every two and one half (2.5) shares previously outstanding. The number of authorized shares of common stock was reduced\nfrom 200,000,000 to 80,000,000, and the par value per share remained unchanged. Fractional shares were rounded up to the nearest whole\nshare. All share and per-share amounts have been retroactively adjusted to reflect the reverse stock split.

Common\nand Preferred Stock

On\nJune 15, 2024, the Board of Directors and majority Stockholders approved an amendment to the Articles of Incorporation increasing the\nauthorized shares of common stock from 80,000,000 to 275,000,000 and decreasing the authorized shares of preferred stock from 100,000,000\nto 25,000,000, with the total authorized shares remaining at 300,000,000. All shares carry a par value of $0.0001 per share. Holders\nof common stock are entitled to one vote per share.

Issuance\nof Common Stock for Cash

Seed\nRound

The\nfirst tranche of the Seed Round was completed in March 2024 and was comprised of 1,740,756 shares of common stock at a price of $0.75\nper share for proceeds of $1,305,567. The second tranche of the Seed Round was completed in August 2024 and was comprised of 14,091,845\nshares of common stock at a price of $0.75 per share for proceeds of $10,568,884. During the year ended October 31, 2024, the Company\nsold a total of 15,832,601 shares of common stock at a price of $0.75 per share for total proceeds of $11,874,451 as part of the Company’s\nSeed Round.

Angel\nRound

As\nof October 31, 2024, the Company received $7,734,972 in subscriptions as part of the Angel Round, and during November 2024 and December\n2024, the Company received $14,836,391 in subscriptions. In December 2024, the Angel Round was completed and the Company issued 12,539,646\nshares of common stock at a price of $1.80 per share for proceeds of $22,571,386 as part of the Company’s Angel Round.

F-12

5.\nEQUITY (Continued)

Series\nA

During\nthe year ended October 31, 2025, the Company sold 3,976,764 shares of common stock at a price of $3.00 per share for proceeds of\n$11,930,292 as part of the Company’s Series A financing.

Series\nB

During\nthe three months ended January 31, 2026, the Company sold 4,885,396 shares of common stock at a price of $3.50 per share for proceeds\nof $17,098,912 as part of the Company’s Series B financing.

Series\nC

In\nMarch 2026, the Company sold 1,781,945 shares of common stock at a price of $4.00 per share for proceeds of $7,127,780.

Equity-Based\nCompensation

Issuance\nof Common Stock for Consulting fees

During\nthe year ended October 31, 2024, the Company issued to nine consultants an aggregate of 1,005,000 shares of common stock with an aggregate\nfair value of $753,750. These amounts represent equity-based compensation and were recorded within operating expenses. The fair value\nof shares is determined by reference to recent cash sales of common stock to third parties, or by the value of services rendered as indicated\nin the corresponding consulting agreements where the fair value of the equity is not readily determinable.

Issuance\nof Common Stock Under Strategic Investment Agreement

In\nMarch 2026, the Company issued 3,000,000 shares of common stock to a vendor pursuant to a Strategic Investment Agreement in connection\nwith research and development and technology development services. Of the total shares issued, 750,000 shares vested immediately upon\nissuance. The remaining 2,250,000 shares are subject to performance-based vesting conditions tied to the achievement of specific milestones\nwithin defined timelines and are subject to forfeiture and subsequent cancellation if such milestones are not achieved by the contractually\nspecified dates. The grant-date fair value of the award was $4.00 per share, determined by reference to contemporaneous cash sales of\ncommon stock to third parties. During the nine months ended July 31, 2026, the Company recognized $3,000,000 of equity-based compensation\nwithin research and development expenses in respect of the 750,000 vested shares. No compensation cost has been recognized for the 2,250,000\nunvested performance-based shares, as achievement of the related milestones was not assessed as probable as of July 31, 2026. The 2,250,000\nunvested shares are legally issued and outstanding and were included in the 68,311,408 shares of common stock issued and outstanding\nas of July 31, 2026. However, they were not considered issued for accounting purposes until the related performance conditions are met.\nAccordingly, common stock and additional paid-in capital reflected only the 750,000 vested shares. The aggregate par value of the unvested\nshares, $225, has not been recognized in common stock. When a tranche vests, the Company will credit common stock for the par value of\nthat tranche and additional paid-in capital for the remainder. If a tranche is forfeited before vesting, the shares will be cancelled\nand the number of shares outstanding reduced, with no change to common stock or additional paid-in capital. The unvested shares are excluded\nfrom the weighted-average shares used to compute basic net loss per share until the applicable performance conditions are met. They are\nalso excluded from diluted net loss per share because their effect would be anti-dilutive.

Stock-Based\nCompensation

For\nthe nine months ended July 31, 2026 and 2025, the Company utilized the Black-Scholes valuation model to determine the fair value of stock\noption grants using the following assumptions: 1) stock price based on recent sales of common stock to unrelated parties; 2) expected\nvolatility estimated using the historical volatility of a comparable publicly traded company; 3) expected dividend yield of 0%, as the\nCompany has not paid and does not expect to pay dividends; 4) risk-free rate based on the United States Treasury yield curve in effect\nat the time of the grant; and 5) expected term estimated based on the vesting and contractual term of the stock option grant.

F-13

5.\nEQUITY (Continued)

During\nthe three months ended January 31, 2026, the Company issued 4,647,000 fully vested stock options with an exercise price of $3.00 per\ncommon share and with an expiry date of November 10, 2031. The 4,647,000 options were valued at $7,475,243 based on a Black-Scholes valuation\nwith the following assumptions: Risk-free interest rate: 3.81%; expected life of options: 3 years; estimated volatility: 79.44%; dividend\nrate: 0%. During the three months ended January 31, 2025, the Company issued 5,457,000 fully vested stock options with an exercise price\nof $1.80 per common share and with an expiry date of January 6, 2031. The 5,457,000 options were valued at $5,347,102 based on a Black-Scholes\nvaluation with the following assumptions: Risk-free interest rate: 4.47%; expected life of options: 3 years; estimated volatility: 80.12%;\ndividend rate: 0%. No stock options were issued during the three months ended July 31, 2025. No stock options were issued during the\nthree months ended July 31, 2026.

During\nthe three months ended July 31, 2026, 30,000 stock options were exercised for aggregate proceeds of $22,501. During the nine months ended\nJuly 31, 2026, 2,069,000 stock options were exercised for aggregate proceeds of $1,179,000.

For\nthe nine months ended July 31, 2026, $5,453,211 of equity-based compensation was recorded within general and administrative expenses\nand $5,022,032 of equity-based compensation was recorded within research and development expenses. For the nine months ended July 31,\n2025, $4,857,171 of equity-based compensation was recorded within general and administrative expenses and $489,931 of equity-based compensation\nwas recorded within research and development expenses.

Option\nActivity

A\nsummary of cumulative option activity is as follows:

	Options outstanding
				Weighted average			Weighted average	Aggregate
	Number of			exercise price			contractual term	intrinsic value
	shares			per share			(in years)	(in thousands)

Outstanding – October 31, 2023		—			$	—		—	$	—
Options granted		19,255,000				0.69		11.03		8,041
Outstanding – October 31, 2024		19,255,000			$	0.69		10.64	$	8,041
Options granted		5,457,000				1.80		6.00		5,347
Outstanding – October 31, 2025		24,712,000			$	0.94		8.65	$	13,388
Options granted		4,647,000				3.00		6.00		7,475
Outstanding – January 31, 2026		29,359,000			$	1.26		7.99	$	20,863
Options granted		—				—		—		—
Options exercised		(2,039,000	)			0.57		—		(355	)
Outstanding – April 30, 2026		27,320,000			$	1.32		8.14	$	20,508
Options granted		—				—		—		—
Options exercised		(30,000	)			0.75		—		(12	)
Outstanding – July 31, 2026		27,290,000			$	1.32		7.89	$	20,496

F-14

6.\nACQUISITION OF CRISLA

On\nAugust 9, 2023, the Company completed the acquisition of CRISLA, Inc. (“CRISLA”). Pursuant to the acquisition agreement,\nthe Company purchased all of the issued and outstanding common shares of CRISLA in consideration for $1,245,434, of which $500,000 was\npaid in cash, $447,260 (CAD $600,000) was paid with 4,800,000 common shares issued on August 9, 2023 to the former CRISLA shareholders\n(the “CRISLA Closing Consideration Shares”), and 3,200,000 common shares will be issued in the future upon the successful\ncompletion of milestones described below (the “CRISLA Contingent Consideration Shares”). On August 9, 2023, the CRISLA Closing\nConsideration Shares and CRISLA Contingent Consideration Shares were valued at a price of $0.093 (CAD $0.125) per share being the price\npaid in cash sales of common stock to third parties that took place during August 2023. The Company performed an assessment under ASC\n805 and applied the relevant screen tests and guidance and accounted for the transaction as an asset acquisition. The cost of the transaction\nwas allocated to the individually identified assets based on their relative fair values. On August 9, 2023, the CRISLA Contingent Consideration\nShares were valued at $298,174 (CAD $400,000). The total purchase consideration of $1,245,434 was allocated to the assets acquired based\non their relative fair values on the acquisition date, consisting of $4,848 to cash and $1,240,586 to in-process research and development.\nDuring the year ended October 31, 2025, the Company recognized a $7,200,000 loss due to the change in fair value of the CRISLA Contingent\nConsideration Shares, based on a price of $3.00 per share being the price paid in cash sales of common stock to third parties that took\nplace during May 2025.

At\nOctober 31, 2025, the Company had consideration payable of $9,600,000 due to the former CRISLA shareholders. At July 31, 2026, the Company\nhad consideration payable of $12,800,000 due to the former CRISLA shareholders.

For\nthe three and nine months ended July 31, 2025, the Company recognized a change in fair value of contingent consideration of $3,840,000\nand $7,200,000. For the three and nine months ended July 31, 2026, the Company recognized a change in fair value of contingent consideration\nof $0 and $3,200,000. During the nine months ended July 31, 2026, the Company finalized its historical income tax returns. In connection\nwith those returns and the tax positions taken, the Company increased its in-process research and development by $438,946 and decreased\nits deferred tax assets and related valuation allowance by approximately $2.6 million, with no impact to the statement of operations.\nAt July 31, 2026 the Company had an in-process research and development asset of $1,679,532 and a deferred tax liability of $438,946.

The\nCRISLA Contingent Consideration Shares will be issued in tranches upon the successful completion of four milestones (800,000 common shares\nto be issued at each of the four milestones for a total of 3,200,000 common shares). The Company estimates that these four milestones\nwill be achieved and therefore included the CRISLA Contingent Consideration Shares as part of the CRISLA acquisition cost. There is a\npotential cash payment due to the former CRISLA shareholders of up to $10 million (less the fair value of the total shares issued to\nthe former CRISLA shareholders) after the fourth milestone, unless the future value of the total shares received by the former CRISLA\nshareholders has a future fair value equal to $10 million after the fourth milestone, which would result in no additional consideration\nbeing payable. The Company has estimated that the future fair value of both the CRISLA Closing Consideration Shares and the CRISLA Contingent\nConsideration Shares will be above $10 million upon completion of the fourth milestone based on the estimated fair value of the Company’s\ncommon shares at July 31, 2026 being the price paid in cash sales of common stock to third parties that took place as of March 26, 2026.\nThe former CRISLA shareholders will earn royalties payable in the future that will be equal to 5% of annual net sales revenue and such\nroyalties would be treated as an operating expense during the periods when the royalties are earned.

F-15

7.\nPROPERTY, PLANT AND EQUIPMENT

Property,\nplant and equipment consisted of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	July 31, 2026		October 31, 2025
Land (LIST Island)	$	8,011,677		$
Land [150 Americus Ave]		246,819
Building [150 Americus Ave]		5,928,687
Construction in Progress (203 Victorius)		3,760,551			2,025,847
Construction in Progress (LEU-3 Facility)		11,041,218
Total property, plant and equipment		28,988,952			2,025,847
Less: accumulated depreciation		-			-
Property, plant and equipment, net	$	28,988,952		$	2,025,847

On\nJuly 27, 2026, the Company completed the purchase of real property located at 150 Americus Avenue (K-1580), Oak Ridge, Tennessee, consisting\nof land and an existing building, for a purchase price of $6,160,000. The purchase was funded entirely with cash on hand, with no financing\nobtained. A deposit of $50,000 paid in July 2026 was applied against the purchase price at closing. The property was recorded at its\ntotal capitalized cost of $6,175,506, comprising the $6,160,000 purchase price plus $39,695 of directly attributable acquisition costs\n(title insurance, examination, closing, recording fees, and state transfer tax), net of $24,189 of prorated property-tax and common-area-maintenance\ncredits received at closing; the resulting $15,506 excess of carrying value over the purchase price represents these net capitalized\ncosts. The Company intends to renovate the building prior to occupancy.

Land\nis carried at cost and is not depreciated. Construction in progress is not depreciated until the related assets are completed and placed\nin service. In January 2026, the Company acquired the LIST Island land and began capitalizing pre-construction, design, and development\ncosts related to the planned uranium enrichment commercial facility (“LEU-3 Facility”). Physical construction of the LEU-3\nFacility had not commenced as of July 31, 2026.

No\ndepreciation expense was recorded during the periods presented because no depreciable assets had been placed in service.

8.\nSUBSEQUENT EVENTS

The\nCompany has evaluated all events or transactions that occurred after July 31, 2026, through October 26, 2026, the date the unaudited\ncondensed consolidated financial statements were available to be issued. During this period, other than noted below, there were no material\nsubsequent events requiring disclosure.

Between\nOctober 1, 2026 and the date that the consolidated financial statements were issued, 3,000,000 stock options were exercised by our Chief\nExecutive Officer and Chairman, Mr. Jay Jiang Yu, through his wholly owned entity I Financial to purchase 3,000,000 common shares at\nan exercise price of $0.75 per share, generating proceeds of approximately $2,250,000.

On\nOctober 14, 2026, the Company granted (i) an aggregate of 3,425,000 RSUs to its officers, directors, consultants and employees, with\none-third (1/3) vesting on each of the first, second, and third anniversary of grant date, and (ii) an aggregate of 1,690,000 RSUs to\ncertain consultants and employees, with one-sixth (1/6) vesting on each of the first, second, third, fourth, fifth, and sixth anniversary\nof grant date, subject to, in each case, their respective continued service with the Company through each applicable vesting date.

F-16

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Board of Directors and Stockholders of

LIS\nTechnologies Inc. and Subsidiaries:

Opinion\non the Consolidated Financial Statements

We\nhave audited the accompanying consolidated balance sheets of LIS Technologies Inc. and Subsidiaries (the “Company”) as of\nOctober 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years\nended October 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of\nthe Company as of October 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the years\nended October 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis\nfor Opinion

These\nconsolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion\non these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting\nOversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with\nthe U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We\nconducted our audits in accordance with the standards of the PCAOB and the auditing standards generally accepted in the United States\nof America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were\nwe engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an\nunderstanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the\nentity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.

/s/\nWithumSmith+Brown, PC

We\nhave served as the Company’s auditor since 2025.

New\nYork, New York

June\n22, 2026

F-17

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED\nBALANCE SHEETS

	October\n 31, 2025			October\n 31, 2024

ASSETS

Current assets:
Cash	$	33,229,315			$	16,629,575
Accounts receivable		181,042				-
Prepaid\n expenses and other assets		534,992				-
Total current assets		33,945,349				16,629,575

Right-of-use assets		534,373				574,426
Property, plant and equipment		2,025,847				203,877
In-process\n research and development		1,240,586				1,240,586
Total assets	$	37,746,155			$	18,648,464

LIABILITIES AND STOCKHOLDERS’\n EQUITY

Current liabilities:
Accounts payable and accrued\n liabilities	$	1,448,215			$	84,930
Lease\n liabilities, current		43,378				40,053
Total current liabilities		1,491,593				124,983

Lease liabilities, non-current		490,995				534,373
Acquisition Consideration\n payable in equity		9,600,000				2,400,000
Total liabilities		11,582,588				3,059,356

Stockholders’ Equity
Preferred stock, $0.0001 par value per\n share; 25,000,000 authorized as of October 31, 2025 and 2024, respectively; none issued and outstanding as of October\n 31, 2025 and 2024, respectively Common stock, $0.0001 par value per share; 275,000,000 authorized as of October\n 31, 2025 and 2024, respectively;
56,575,067 and 40,058,657 shares issued and\n outstanding as of October 31, 2025 and 2024, respectively		5,658				4,006
Stock subscriptions		-				7,734,972
Additional paid-in capital		61,888,613				22,041,508
Accumulated\n deficit		(35,730,704	)			(14,191,378	)
Total stockholders’\n equity		26,163,567				15,589,108
Total liabilities and\n stockholders’ equity	$	37,746,155			$	18,648,464

The\naccompanying notes are an integral part of these consolidated financial statements.

F-18

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED\nSTATEMENTS OF OPERATIONS

	For\n the Year Ended October 31, 2025			For\n the Year Ended October 31, 2024
Operating expenses
General and\n administrative	$	(11,878,208	)		$	(10,219,054	)
Research\n and development		(3,873,605	)			(1,424,000	)
Loss from operations		(15,751,813	)			(11,643,054	)

Change in fair value of\n acquisition consideration payable in equity		(7,200,000	)			(2,101,826	)

Other non-operating items
Other\n income		1,412,487				64,157
Net\n loss	$	(21,539,326	)		$	(13,680,723	)

Net loss per share of common stock:
Basic	$	(0.40	)		$	(0.50	)
Diluted	$	(0.40	)		$	(0.50	)

Weighted-average shares\n of common stock outstanding:
Basic		53,305,878				27,619,203
Diluted		53,305,878				27,619,203

The\naccompanying notes are an integral part of these consolidated financial statements.

F-19

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED\nSTATEMENTS OF STOCKHOLDERS’ EQUITY

For\nthe Year Ended October 31, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Shares		Common \n Stock \n Amount			Additional\n Paid-in Capital		Share\n Subscriptions	Accumulated\n Deficit			Total
Balance as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972			$	(14,191,378	)	$	15,589,108
Common stock issuances		16,516,410			1,652			34,500,003		(7,734,972	)			-			26,766,683
Equity-based compensation		-			-			5,347,102		-				-			5,347,102
Net loss		-			-			-		-				(21,539,326	)		(21,539,326	)
Balance as of October 31, 2025		56,575,067		$	5,658		$	61,888,613		-			$	(35,730,704	)	$	26,163,567

For\nthe Year Ended October 31, 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Shares		Common\n Stock \n Amount			Additional\n Paid-in Capital		Share\n Subscriptions	Accumulated\n Deficit		Total
Balance as of October 31, 2023		23,221,056		$	2,322		$	1,374,357	$	10,000		$	(510,655	)	$	876,024
Common stock issuances		15,832,601			1,583			11,872,868		-			-			11,874,451
Equity-based compensation		1,005,000			101			8,794,283		-			-			8,794,384
Share subscriptions		-			-			-		7,724,972			-			7,724,972
Net loss		-			-			-		-			(13,680,723	)		(13,680,723	)
Balance as of October 31, 2024		40,058,657		$	4,006		$	22,041,508	$	7,734,972		$	(14,191,378	)	$	15,589,108

The\naccompanying notes are an integral part of these consolidated financial statements.

F-20

LIS\nTECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED\nSTATEMENTS OF CASH FLOWS

	For\n the Year Ended October\n 31, 2025			For\n the Year Ended October\n 31, 2024

OPERATING ACTIVITIES
Net loss	$	(21,539,326	)		$	(13,680,723	)
Adjustments to reconcile net loss to net cash\n used in operating activities:
Equity-based compensation		5,347,102				8,794,384
Amortization of right-of-use\n assets		40,053				6,371
Change in fair value of\n acquisition consideration payable in equity		7,200,000				2,101,826
Change in assets and liabilities:
Accounts receivable		(181,042	)			-
Prepaid expenses		(534,992	)			-
Accounts payable and accrued\n liabilities		1,363,285				(413,678	)
Lease\n liabilities		(40,053	)			(6,371	)
Net cash used in operating\n activities		(8,344,973	)			(3,198,191	)

INVESTING ACTIVITIES
Purchases\n of property, plant and equipment		(1,821,970	)			(203,877	)
Net\n cash used in investing activities		(1,821,970	)			(203,877	)

FINANCING ACTIVITIES
Proceeds from common stock issuances		26,766,683				11,874,451
Proceeds\n from stock subscriptions		-				7,724,972
Net\n cash provided by financing activities		26,766,683				19,599,423

Net increase in cash		16,599,740				16,197,355
Cash, beginning of year		16,629,575				432,220
Cash, end of year	$	33,229,315			$	16,629,575

Non-cash transactions:
Inception of Right-of-Use Asset / Lease Liability	$	-			$	580,797

The\naccompanying notes are an integral part of these consolidated financial statements.

F-21

1.\nORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

LIS\nTechnologies Inc. (“LIST” or the “Company”) was originally incorporated under the laws of the Province\nof British Columbia, Canada, on December 31, 2021. On September 27, 2023, the Company completed its continuation and redomestication\nfrom the Province of British Columbia, Canada, to the State of Nevada, USA. The Company is headquartered in Oak Ridge,\nTennessee.

The\nCompany is a developer of a patented advanced laser and other proprietary technologies, making use of infrared wavelengths\nto selectively excite the molecules of desired isotopes to separate them from other isotopes. The Company intends to progress its research\nand development of its laser technology to be used in a vast range of applications such as for production of Low Enriched Uranium (“LEU”)\nfor use in existing civilian nuclear power plants, for production of High-Assay LEU for use in the next generation of Small Modular Reactors\nand Microreactors, for the production of stable isotopes for medical and scientific research, and applications in quantum computing manufacturing\nfor semiconductor technologies.

These\nconsolidated financial statements include the accounts of LIS Technologies Inc. (formerly known as SMR Nuclear Energy Inc.) and its wholly-owned\nsubsidiary, CRISLA, Inc., which is incorporated in California. On June 26, 2024, the Company’s former wholly-owned subsidiary,\nLaser Isotope Separation Technologies Corp. (a Nevada corporation), was merged with and into LIS Technologies Inc., with LIS Technologies\nInc. as the surviving entity, at which point Laser Isotope Separation Technologies Corp. ceased to exist as a separate legal entity.

Liquidity

These consolidated financial\nstatements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the\nnormal course of business. As of October 31, 2025, the Company had working capital of $32,453,756, net loss of $21,539,326 accumulated\ndeficit of $35,730,704 and negative cash flows from operations of $8,344,973. As of October 31, 2024, the Company had working capital\nof $16,504,592 net loss of $13,680,723, accumulated deficit of $14,191,378 and negative cash flows from operations of $3,198,191. The\napplication of the going concern concept is dependent on the Company’s ability to receive continued financial support from its\nstakeholders and, ultimately, on the Company’s ability to generate profitable operations. Management is of the opinion that sufficient\nworking capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months\nafter the date the consolidated financial statements are issued to conform to the going concern uncertainty period. In order to achieve\nthe Company’s long-term strategy, the Company expects to raise additional equity contributions to support its growth. These consolidated\nfinancial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if the Company\nwere unable to continue as a going concern.

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles\nof Consolidation

The\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of LIST and its wholly\nowned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use\nof Estimates

The\npreparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments,\nand assumptions. The Company believes that the estimates, judgments, and assumptions made when accounting for items and matters such\nas, but not limited to, equity-based compensation, contingencies, and the incremental borrowing rates used to measure lease liabilities\nare reasonable based on information available at the time they are made. These estimates, judgments, and assumptions can affect the reported\namounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on the statements\nof operations during the periods presented. Actual results could differ from those estimates.

F-22

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair\nValue Measurement

Level\n1 – Quoted prices in active markets for identical instruments.

Level\n3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Concentration\nof Credit Risk

Financial\ninstruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains\nits cash balances at a financial institution and such amounts exceeded federally insured limits at October 31, 2025 and 2024. Any loss\nincurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results\nof operations, and cash flows.

Prepaid\nExpenses and Other Assets

Prepaid\nexpenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

Property,\nPlant and Equipment

Gains\nand losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying\namount and are recognized in earnings.

In-Process\nResearch and Development

In-process\nresearch and development (“IPR&D”) represents the cost of technology acquired in an asset acquisition for use in the\nCompany’s research and development activities. Under ASC 730, acquired intangible assets used in research and development are capitalized\nif they have alternative future uses; otherwise, the cost is expensed. The Company capitalized the acquired laser isotope separation\ntechnology because, at the acquisition date, the Company had identified and documented alternative future uses outside of uranium enrichment,\nincluding the production of medical isotopes, semi-conductors, and stable isotopes. Research and development costs incurred after\nacquisition are expensed as incurred.

In an\nasset acquisition, the cost of the acquisition, including the fair value of any share consideration and contingent consideration expected\nto be paid, is allocated to the assets acquired based on their relative fair values at the acquisition date. The Company’s IPR&D\nwas acquired on August 9, 2023 through the acquisition of CRISLA, Inc. The acquired technology through such acquisition, including\nthe related CRISLA Patent, was accounted for as a single IPR&D asset; no separate value was assigned to the patent because the patent\nand the in-process technology together comprise a single unit of account. Thus, no independent valuation or discounted cash flow\nmodel was used to measure the IPR&D. Because the parties had no prior relationship and negotiated the acquisition at arm’s\nlength, the Company determined that the total purchase consideration of $1,245,434 represented the best evidence of the fair value of\nthe assets acquired. The principal estimates and assumptions in measuring that consideration were: (i) the fair value of the Company’s\ncommon shares, which was measured at $0.093 (CAD $0.125) per share based on cash sales of common stock to third parties during August\n2023, as no active market for the shares existed; and (ii) the Company’s assessment that all four milestones underlying the 3,200,000\ncontingent consideration shares would be achieved, on which basis the contingent shares were included in the acquisition cost at full\nvalue. After allocating $4,848 to cash acquired, the remaining $1,240,586 was allocated to IPR&D.

The Company capitalizes the cost of acquired\npatents and other intangible assets used in research and development activities when such assets have alternative future uses, in accordance\nwith ASC 730, Research and Development, and ASC 350, Intangibles—Goodwill and Other. Capitalized patents and other\ndefinite-lived intangible assets are amortized over their estimated useful lives, using the straight-line method unless another method\nbetter reflects the pattern in which the economic benefits of the assets are consumed. Amortization of intangible assets used in research\nand development activities is included in research and development expense.

Capitalized in-process research and development\nacquired in an acquisition is accounted for as an indefinite-lived intangible asset until the completion or abandonment of the associated\nresearch and development activities. Accordingly, such IPR&D is not amortized during the development period but is tested for impairment\nat least annually and whenever events or changes in circumstances indicate that the asset may be impaired. Upon completion of the associated\nresearch and development activities, the IPR&D asset is reclassified as a finite-lived intangible asset and amortized over its estimated\nuseful life. If the associated research and development activities are abandoned, the Company evaluates the assets for impairment and\nrecognizes any impairment loss in accordance with applicable accounting guidance.

Management evaluates the useful lives and recoverability of capitalized intangible assets\nbased on the relevant facts and circumstances, including the nature of the underlying technology, expected economic benefits, technological\nobsolescence, and other relevant factors. Management has not identified any indicators of impairment of the Company’s IPR&D\nasset as of October 31, 2025.

Leases

The\nCompany recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either\nfinance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or\non a straight-line basis over the term of the lease. As of October 31, 2025 and 2024, the Company has one long-term operating lease.

F-23

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equity-Based\nCompensation

Research\nand Development

Legal\nContingencies

Income\nTaxes

Deferred\ntax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial\nstatement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss\nand credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which\nthose temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in\ntax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more\nlikely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of\ndeferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company\nconsiders multiple factors in its evaluation of the need for a valuation allowance.

For\nuncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax\npositions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related\nto uncertain tax positions in income tax expense in the consolidated statements of operations. At October 31, 2025 and 2024, the Company\ndoes not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated\nfinancial statements.

The\nCompany is also subject to certain non-income taxes such as value added taxes, sales taxes, and property taxes. The Company has taken\ncertain positions that management feels, although not free from doubt, should not result in a successful challenge by certain tax authorities.

F-24

2.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net\nLoss per Share

Basic\nearnings attributable to common stockholders is computed by dividing reported net loss attributable to common shareholders by the weighted-average\nnumber of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed\nby dividing reported net income (loss) attributable to common shareholders by the sum of the weighted-average number of common shares\nand the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents\nconsist of the incremental common shares issuable upon the exercise of share options and the incremental shares issuable upon conversion\nof similar instruments.

In\ncomputing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the\ninclusion of the common share equivalents would be anti-dilutive.

Shares\nwhich have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of October\n31:

\n \n \n \n \n \n \n \n \n

		2025			2024
Stock options			24,712,000				19,255,000

Operating\nSegments

For\nthe years ended October 31, 2025 and 2024, the Company was managed as a single operating segment in accordance with the provisions in\nthe Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires\ndisclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company\ndetermined that the Company’s Chairman and Chief Executive Officer is the Chief Operating Decision Maker, as he is responsible\nfor making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and\nmanaging the organization as a whole.

Recent\nAccounting Pronouncements

3.\nRELATED PARTIES

On\nAugust 8, 2024, NANO Nuclear Energy Inc. purchased 2,666,667 shares of the Company’s common stock at $0.75 per share, resulting\nin total proceeds of $2,000,000. NANO Nuclear Energy Inc. is considered a related party as the Company and NANO Nuclear Energy Inc. share\na common founder, officer and significant shareholder (Mr. Jay Jiang Yu).

The\nCompany leases office and laboratory space in Oak Ridge, Tennessee from NANO Nuclear Energy Inc. under a lease agreement\nat $7,000 per month. Total lease payments to NANO Nuclear Energy, Inc. for the year ended October 31, 2025 were $105,000. All amounts\nhave been paid in full as of October 31, 2025.

4.\nOTHER INCOME

During\nthe year ended October 31, 2025, the Company earned interest income of $1,156,579 on its cash held at a financial institution, earned\n$181,042 from a U.S. Department of Energy Task Order contract, and received a Small Business Innovation Research award of $74,866. During\nthe year ended October 31, 2024, the Company earned interest income of $64,157 on its cash and cash held at a financial institution.

5.\nEQUITY

Reverse\nStock Split

On\nApril 22, 2024, the Board of Directors of the Company (the “Board of Directors”) approved a reverse stock split on\nthe basis of one (1) share of common stock, par value $0.0001 per share, for every two and one half (2.5) shares previously outstanding.\nThe number of authorized shares of common stock was reduced from 200,000,000 to 80,000,000, and the par value per share remained unchanged.\nFractional shares were rounded up to the nearest whole share. All share and per-share amounts have been retroactively adjusted to reflect\nthe reverse stock split.

Common\nand Preferred Stock

On\nJune 15, 2024, the Board of Directors and holders of a majority of the Company’s outstanding voting stock approved an amendment to the Articles of Incorporation increasing\nthe authorized shares of common stock from 80,000,000 to 275,000,000 and decreasing the authorized shares of preferred stock from 100,000,000\nto 25,000,000, with the total authorized shares remaining at 300,000,000. All shares carry a par value of $0.0001 per share. Holders\nof common stock are entitled to one vote per share.

Issuance\nof Common Stock for Cash

Seed\nRound

The\nfirst tranche of the Seed Round was completed in March 2024 comprised of 1,740,756 shares of common stock at a price of $0.75 per share\nfor proceeds of $1,305,567. The second tranche of the Seed Round was completed in August 2024 comprised of 14,091,845 shares of common\nstock at a price of $0.75 per share for proceeds of $10,568,884. During the year ended October 31, 2024, the Company sold a total of\n15,832,601 shares of common stock at a price of $0.75 per share for total proceeds of $11,874,451 as part of the Company’s Seed\nRound.

Angel\nRound

Series\nA

During\nthe year ended October 31, 2025, the Company sold 3,976,764 shares of common stock at a price of $3.00 per share for proceeds of $11,930,292\nas part of the Company’s Series A financing.

F-25

5.\nEQUITY (Continued)

Equity-Based\n Compensation

Issuance\nof Common Stock for Consulting fees

During\nthe year ended October 31, 2024, the Company issued to nine consultants an aggregate of 1,005,000 shares of common stock with an aggregate\nfair value of $753,750. These amounts represent equity-based compensation and is recorded within operating expenses. The fair value of\nshares is determined by reference to recent cash sales of common stock to third parties, or by the value of services rendered as indicated\nin the corresponding consulting agreements where the fair value of the equity is not readily determinable.

Stock-Based\nCompensation

During\nthe year ended October 31, 2025, the Company issued 5,457,000 fully vested stock options with an exercise price of $1.80 per common share\nand with an expiry date of January 6, 2031. The 5,457,000 options were valued at $5,347,102 based on a Black-Scholes valuation with the\nfollowing assumptions: Risk-free interest rate: 4.47%; expected life of options: 3 years; estimated volatility: 80.1%; dividend rate:\n0%.

During\nthe year ended October 31, 2024, the Company issued 19,255,000 fully vested stock options with a weighted average exercise price of $0.69\nper common share with expiry dates from November 1, 2027 to May 29, 2044. The 19,255,000 options were valued at $8,040,634 based on a\nBlack-Scholes valuation with the following assumptions:

Risk-free\ninterest rate: 3.72%-4.82%; expected life of options: 2-10 years; estimated volatility: 71.3%-83.5%; dividend rate: 0%.

During\nthe years ended October 31, 2025 and 2024, the Company utilized the Black-Scholes valuation model to determine the fair value of stock\noption grants using the following assumptions: 1) stock price based on recent sales of common stock to unrelated parties; 2) expected\nvolatility estimated using the historical volatility of a comparable publicly traded company; 3) expected dividend yield of 0% as the\nCompany has not paid and does not expect to pay dividends; 4) risk-free rate based on the United States Treasury yield curve in effect\nat the time of the grant; 5) expected term was estimated based on the vesting and contractual term of the stock option grant.

The\nweighted average grant date fair value of stock options issued during the year ended October 31, 2025 was $0.98 per share. There was\nno remaining stock compensation expense to be recognized at October 31, 2025 as all options vested immediately upon grant.

The\nweighted average grant date fair value of stock options issued during the year ended October 31, 2024 was $0.42 per share. There was\nno remaining stock compensation expense to be recognized at October 31, 2024 as all options vested immediately upon grant.

For\nthe year ended October 31, 2025, $4,857,171 of equity-based compensation was recorded within general and administrative expenses and\n$489,931 of equity-based compensation was recorded within research and development expenses.

For\nthe year ended October 31, 2024, $7,738,568 of equity-based compensation was recorded within general and administrative expenses and\n$1,055,816 of equity-based compensation was recorded within research and development expenses.

F-26

5.\nEQUITY (Continued)

Option\nActivity

A\nsummary of cumulative option activity under the 2023 Plan is as follows:

	Options\n outstanding
			Weighted average			Weighted average	Aggregate
	Number of		exercise price			contractual\n term	intrinsic\n value
	shares		per\n share			(in\n years)	(in\n thousands)

Outstanding – October 31, 2023		—		$	—		—	$	—
Options granted		19,255,000			0.69		11.03		8,041
Outstanding – October 31, 2024		19,255,000		$	0.69		10.64	$	8,041
Options granted		5,457,000			1.80		6.00		5,347
Outstanding – October 31, 2025		24,712,000		$	0.94		8.65	$	13,388

Vested at end of year		24,712,000		$	0.94		9.07	$	13,388
Exercisable at the end of the year		24,712,000		$	0.94		9.07	$	13,388

6.\nACQUISITION OF CRISLA

On\nAugust 9, 2023, the Company completed the acquisition of CRISLA, Inc. (“CRISLA”). Pursuant to the acquisition agreement,\nthe Company purchased all of the issued and outstanding common shares of CRISLA for $1,245,434 of which $500,000 was paid in cash, $447,260\n(CAD 600,000) was paid with 4,800,000 common shares issued on August 9, 2023 to the former CRISLA shareholders (the “CRISLA Closing\nConsideration Shares”), and 3,200,000 common shares will be issued in the future upon the successful completion of milestones described\nbelow (the “CRISLA Contingent Consideration Shares”). On August 9, 2023, the CRISLA closing Consideration Shares and CRISLA\nContingent Consideration Shares were valued at a price of $0.093 (CAD $0.125) per share being the price paid in cash sales\nof common stock to third parties that took place during August 2023. The Company performed an assessment under ASC 805 and applied the\nrelevant screen tests and guidance and accounted for the transaction as an asset acquisition. The cost of the transaction was allocated\nto the individually identified assets based on their relative fair values. On August 9, 2023, the CRISLA Contingent Consideration Shares\nwere valued at $298,174 (CAD 400,000). The total purchase consideration of $1,245,434 was allocated to the assets acquired based on their\nrelative fair values on the acquisition date, consisting of $4,848 to cash and $1,240,586 to in-process research and development. On\nOctober 31, 2024, the CRISLA Contingent Consideration Shares were valued at $2,400,000, based on a price of $0.75 per share being the\nprice paid in cash sales of common stock to third parties that took place during August 2024. During the year ended October 31, 2025,\nthe Company recognized a $7,200,000 loss due to the change in fair value of the CRISLA Contingent Consideration Shares, based on a price\nof $3.00 per share being the price paid in cash sales of common stock to third parties that took place during May 2025. As of October\n31, 2025, the Company had consideration payable of $9,600,000 due to the former CRISLA shareholders.

The\nCRISLA Contingent Consideration Shares will be issued in tranches upon the successful completion of four milestones (800,000 common shares\nto be issued at each of the four milestones for a total of 3,200,000 common shares). The Company estimates that these four milestones\nwill be achieved and therefore included the CRISLA Contingent Consideration Shares as part of the CRISLA acquisition cost. There is a\npotential cash payment due to the former CRISLA shareholders of up to $10 million (less the fair value of the total shares issued to\nthe former CRISLA shareholders) after the fourth milestone, unless the future value of the total shares received by the former CRISLA\nshareholders has a future fair value equal to $10 million after the fourth milestone, which would result in no additional consideration\nbeing payable. The Company has estimated that the future fair value of both the CRISLA Closing Consideration Shares and the CRISLA Contingent\nConsideration Shares will be above $10 million upon completion of the fourth milestone based on the estimated fair value of the Company’s\ncommon shares at October 31, 2025 being the price paid in cash sales of common stock to third parties that took place during the year\nended October 31, 2025. The former CRISLA shareholders will earn royalties payable in the future that will be equal to 5% of annual net\nsales revenue and such royalties would be treated as an operating expense during the periods when the royalties are earned.

F-27

7.\nINCOME TAXES

The\nCompany’s income tax expense for the years ended October 31, 2025 and 2024 was as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024
Current Tax
Federal	$	-			$	-
State		-				-
	$	-			$	-
Deferred Tax
Federal	$	5,771,073				4,199,135
State		1,223,375				425,438
Less Change in valuation\n allowance		(6,994,448	)			(4,624,573	)
	$	-			$	-

Reconciliation\nof the Company’s effective tax rate to statutory rates for the years ended October 31, 2025 and 2024 is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Federal		21.00	%		21.00	%
State		10.81	%		11.88	%
Nondeductible expenses		(0.05	)%		(0.05	)%
Tax rate change		0.55	%		0.00	%
Other		0.17	%		0.97	%
Change in valuation\n allowance		(32.48	)%		(33.80	)%
	$	-		$	-

The\nCompany’s deferred tax assets (liabilities) consist of the following as of October 31, 2025, and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Deferred tax assets:
Net operating\n loss carryforwards	$	4,091,155		$	1,019,336
Stock-based compensation		4,539,529			2,934,993
Accrued bonus		38,168			-
Operating lease liabilities		169,965			188,896
Contribution carryovers		31,807			-
Contingent\n consideration		2,958,585			691,169
Total deferred tax assets		11,829,209			4,834,394
Valuation\n allowance		(11,619,021	)		(4,624,573	)
Net deferred tax assets		210,188			209,821
Deferred tax liabilities:
Right-of-use assets		(169,965	)		(188,896	)
In-process research\n and development		(39,966	)		(20,660	)
Unrealized foreign exchange\n gains		(257	)		(265	)
Net\n deferred tax liabilities		(210,188	)		(209,821	)
	$	-		$	-

F-28

7.\nINCOME TAXES (Continued)

As\nof October 31, 2025 and 2024, the Company had total net deferred tax assets of $11,619,021 and $4,624,573, respectively. A valuation\nallowance is required to reduce deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that\nsome portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation\nof future taxable income during those periods in which those temporary differences are deductible.

After\nconsideration of all the evidence, both positive and negative, management determined that a 100% valuation allowance was necessary\nas of October 31, 2025 and 2024 in the amount of $11,619,021 and $4,624,573, respectively, to reduce the deferred tax assets to the amount\nthat will more likely than not be realized. The increase in the valuation allowance during the years ended October 31, 2025 and\n2024 was $6,994,448 and $4,624,473, respectively.

As\nof October 31, 2025, the Company subject to limitations, had approximately $11.6 million of federal net operating loss carryforwards\nfor U.S. federal income tax purposes, $13.7 million in net operating loss carryforwards for state income tax purposes and $15.6\nmillion of net operating loss carryforwards for city income tax purposes, to offset future taxable income. The federal net operating\nloss carryforwards never expire but have annual limitations of 80% of the Company’s taxable income. The state and city net\noperating losses at various dates between 2039 and 2046 depending on the state and city jurisdiction. The utilization of the Company’s\nnet operating losses are subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382\nof the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction\nof the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards\nbefore their utilization.

There\nare currently no pending tax examinations. The Company’s tax years are still open under statute for tax years 2023 to the present\nin the U.S. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be\nadjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

As\nrequired by the uncertain tax position guidance in ASC No. 740, Income Tax the Company recognizes the financial statement benefit of\na tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.\nFor tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit\nthat has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied\nthe uncertain tax position guidance in ASC No. 740, Accounting for Income to all tax positions for which the statute of limitations remained\nopen. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest\nand penalties related to uncertain tax positions would be included as part of the income tax provision. For years ended October 31, 2025\nand 2024, there are no uncertain tax positions.

On\nJuly 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S.\nfederal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including\nexpansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research\nand experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2022 for businesses\nwith gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses.\nThe legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent.\nLess favorable business provisions include limitations on tax deductions for charitable contributions.

8.\nPROPERTY, PLANT AND EQUIPMENT

Property,\nplant and equipment consisted of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October\n 31, 2025		October\n 31, 2024
Construction in Progress [203 Victorius]	$	2,025,847		$	203,877
Less: accumulated depreciation		-			-
Property, plant and\n equipment, net		2,025,847			203,877

Land\nis carried at cost and is not depreciated. Construction in progress is not depreciated until the related assets are completed and placed\nin service. No depreciation expense was recorded during the periods presented because no depreciable assets had been placed in service.

9.\nSUBSEQUENT EVENTS

The\nCompany has evaluated all events or transactions that occurred after October 31, 2025 through the date that the consolidated financial\nstatements were available to be issued. During this period, there were no material subsequent events requiring disclosure except those\nlisted below.

In\nNovember 2025, the Company granted 4,647,000 fully vested stock options with $3.00 per share exercise price and six year expiry from\ndate of grant.

In\nJanuary 2026, the Company issued 4,885,396 common shares at $3.50 per share for proceeds of $17,098,912.

In\nMarch 2026, the Company issued 3,000,000 shares of common stock to a vendor. Of the total shares issued, 750,000 shares vested immediately\nupon issuance. The remaining 2,250,000 shares are subject to performance-based vesting conditions tied to the achievement of specific\nmilestones within defined timelines and are subject to forfeiture and subsequent cancellation if such milestones are not achieved by\nthe contractually specified dates.

In\nMarch 2026, the Company issued 1,781,945 common shares at $4.00 per share for proceeds of $7,127,780.

F-29

Through\nand including [●], 2026 (the [●] day after the date of this prospectus) all dealers that effect transactions in these securities,\nwhether or not participating in the listing, may be required to deliver a prospectus. This is in addition to a dealer’s obligation\nto deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

2,833,334 \nShares of Common Stock

$\"\"$

LIS\nTECHNOLOGIES INC.

PROSPECTUS

Titan\nPartners

[●],\n2026

PART\nII — INFORMATION NOT REQUIRED IN PROSPECTUS

Item\n13. Other Expenses of Issuance and Distribution

The\nfollowing table sets forth an itemized statement of the amounts of all our expenses (excluding underwriting discounts and non- accountable\nexpense allowance) in connection with the registration of the common stock offered hereby. With the exception of the SEC registration\nfee, the FINRA filing fee and the Nasdaq initial listing fee, the other amounts set forth below are estimates.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC registration fee	$	1,838
FINRA filing fee		3,432
Nasdaq initial listing fee		80,000
Transfer agent fees		5,000
Accounting fees and expenses		20,000
Legal fees and expenses		570,100
Printing and engraving expenses		40,000
Other expenses		10,000
Total	$	730,370

Item\n14. Indemnification of Directors and Officers

Nevada\nRevised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation\nor an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer\nis not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act\nin his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or\nher fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing\nviolation of law.

NRS\n78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or\nin the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement\nactually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant\nto NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests\nof the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.\nNRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any\nthreatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of\nthe fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of\nthe corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise\nagainst expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection\nwith the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith\nand in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that\na director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action,\nsuit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses,\nincluding attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any\naction, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not,\nof itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he\nor she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action\nor proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim,\nissue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,\nto be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in\nwhich the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances\nof the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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NRS\n78.7502(3) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to\nNRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the\ndirector, officer, employee, or agent is proper in the circumstances. The determination must be made (i) by the stockholders; (ii) by\nthe board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (iii)\nif a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent\nlegal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding\ncannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of\nincorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in\ndefending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final\ndisposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the\namount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified\nby the corporation.

Under\nthe NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS\n78.751:

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Does\n not exclude any other rights to which a person seeking indemnification or advancement of\n expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote\n of stockholders or disinterested directors or otherwise, for either an action in the person’s\n official capacity or an action in another capacity while holding office, except that indemnification,\n unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made\n pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if\n a final adjudication establishes that the director’s or officer’s acts or omissions\n involved intentional misconduct, fraud or a knowing violation of the law and was material\n to the cause of action; and

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Continues\n for a person who has ceased to be a director, officer, employee, or agent and inures to the\n benefit of the heirs, executors and administrators of such a person.

A\nright to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not\neliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil,\ncriminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought,\nunless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action\nor omission has occurred.

Our\ngoverning documents provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent\npermitted under NRS 78.7502 and 78.751(3)) and other applicable law, that we shall indemnify our directors and officers in their respective\ncapacities as such and in any and all other capacities in which any of them serves at our request.

Item\n15. Recent Sales of Unregistered Securities

During\nthe past three years, we issued securities that were not registered under the Securities Act as set forth below. The following is a summary\nof transactions from our inception until the date of this prospectus involving sales of our securities that were not registered under\nthe Securities Act. The offers, sales and issuances of the securities described below were exempt from registration either (i) under\nSection 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder in that the transactions were between an issuer\nand sophisticated investors or members of its senior executive management and did not involve any offering within the meaning of Section\n4(a)(2), or (ii) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons\nin the United States and no directed selling efforts were made in the United States, or (iii) under Rule 144A under the Securities Act\nin that the shares were offered and sold by the initial purchasers to qualified institutional buyers, or (iv) under Rule 701 promulgated\nunder the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation.

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In\nJanuary 2022, we issued 4,000,000 shares of our common stock to I Financial. Jay Jiang Yu, our Chief Executive Officer and Chairman,\nis the sole shareholder and director of I Financial.

In\nJanuary 2022, we issued an aggregate of 2,600,001 shares of our common stock to Jay Jiang Yu, our Chief Executive Officer and\nChairman who also currently serves as President, Secretary and Treasurer, and Chairman of the Board of Directors of NANO Nuclear, a\nrelated party, and Jaisun Garcha, one of our consultants who also currently serves as Chief Financial Officer of NANO Nuclear, a\nrelated party, for services they rendered to us.

In\nMarch 2023, we issued an aggregate of 4,929,663 shares of our common stock to certain investors, and received aggregate proceeds of C$246,483.

In\nJune 2023, we issued 200,000 shares of our common stock to a consultant for services received.

In\nAugust 2023, we issued an aggregate of 4,800,000 shares of our common stock to the former CRISLA shareholders , including Christo J.\nLiebenberg and Dr. Jeff W. Eerkens (the “CRISLA Closing Consideration Shares”), with the balance of an aggregate of\n3,200,000 shares of our common stock to be issued in the future upon the successful completion of four milestones (with each 800,000\nshares of our common stock to be issued at each of the four milestones).