LIS Technologies提交S-1，拟以每股5至7美元发行2,833,334股普通股

As filed with the U.S. Securities and Exchange Commission on October 26, 2026.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIS TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

203 Victorius Blvd E, K-1330

Oak Ridge, Tennessee, 37830

(800) 388-5492

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jay Jiang Yu

Chief Executive Officer

LIS Technologies Inc.

203 Victorius Blvd E, K-1330

Oak Ridge, Tennessee, 37830

(800)-388-5492

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

2,833,334 Shares of Common Stock

This is the initial public offering of 2,833,334 shares of common stock, par value $0.0001 per share, of LIS Technologies Inc., a Nevada corporation, on a firm commitment basis.

Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price of our common stock will be between $5.00 and $7.00 per share with a $6.00 assumed initial public offering price (which is the midpoint of the $5.00 and $7.00 per share range; unless otherwise provided, this assumption is used throughout this prospectus). We have applied to have our common stock listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “LIS.” There is no assurance that our application will be approved by Nasdaq. If shares of our common stock are not approved for listing on Nasdaq, we will not consummate this offering.

The initial public offering price of our shares of common stock in the offering will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed initial public offering price used throughout this prospectus may not be indicative of the final offering price.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Summary — Implications of Being an Emerging Growth Company” and “Summary — Implications of Being a Smaller Reporting Company.”

Investing in our common stock is speculative and involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus, including the risks and uncertainties described under “Risk Factors” beginning on page 20.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

We have granted a 30-day option to the underwriters to purchase up to 425,000 additional shares of common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts will be approximately $1,270,750 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be approximately $2,371,500.

The underwriters expect to deliver the shares of common stock to purchasers on or about [●], 2026.

Lead Bookrunning Manager

Titan Partners

The date of this prospectus is [●], 2026

TABLE OF CONTENTS

You should only rely on the information contained in this prospectus and in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, operating results, and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This information involves a number of assumptions, estimates and limitations.

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications.

TRADEMARKS

We own or have rights to trademarks or trade names that we use in connection with the operation of our businesses, our corporate names, logos and website names. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies. All other trademarks are the property of their respective owners.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions, or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Before you decide to invest in our common stock, you should also read the entire prospectus carefully, including “Risk Factors” beginning on page 20, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 57, and the financial statements and related notes included in this prospectus.

Unless the context indicates otherwise, as used in this prospectus, all references to “LIST” are to LIS Technologies Inc., a Nevada corporation, and all references to “we,” “us,” “our,” “ourselves,” “our company,” “Company” and similar terminology are to LIST and its consolidated subsidiaries. Unless expressly indicated herein to the contrary, all references to share amounts in this prospectus give retroactive effect to the reverse stock split of our common stock at the ratio of one-for-2.5, effective April 22, 2024; all references to “US$,” “U.S. dollars,” or “$” are to the legal currency of the United States and all references to “C$,”“CAD$” or “Canadian dollars” are to the legal currency of Canada.

Overview

We are an early-stage uranium enrichment company focused on the development of patented and other proprietary laser-based uranium enrichment technologies and related capabilities for the production of enriched uranium to service the growing needs of the U.S. domestic and international nuclear energy industry. Our proprietary technology encompasses the Condensation Repression Isotope-Selective Laser Activation (“CRISLA”) process, and other proprietary processes and systems (which we refer to as the “LIST technology”).

Uranium, as a chemical element, exists as different isotopes, which have different atomic masses due to varying numbers of neutrons in their nuclei.  Natural uranium dug out of the ground is roughly 99.3% U-238 (i.e., uranium with 238 neutrons) and only roughly 0.7% uranium-235 (“U-235”).  Enrichment is the mechanical process (traditionally through the use of high-speed gas centrifuges) of separating these isotopes by weight to increase the concentration of U-235 to the levels required to sustain a nuclear chain reaction (typically 3% to 5% for commercial power reactors, or up to 20% for high-assay low-enriched uranium, known as HALEU). Enriched uranium is a key component used in the manufacture of nuclear fuel for commercial nuclear power reactors and other nuclear energy applications. Due to increasing global demand for nuclear energy and the U.S. and other nations’ focus on next generation nuclear power technologies, the development and expansion of nuclear reactors are expected to continue. As new nuclear reactors are designed, constructed, and brought into operation, demand for nuclear fuel, including enriched uranium, is anticipated to increase accordingly.

Our target markets include operators of commercial light-water reactors (“LWRs”) as well as developers and operators of advanced nuclear reactor technologies, including small modular reactors (“SMRs”) and microreactors (“MMRs”). Subject to obtaining the necessary regulatory approvals and developing commercial-scale operations, we intend to produce and supply enriched uranium to participants in our target markets.

In December 2025, we received a radiological material license (the “Radiological Material License”) from the State of Tennessee to start Phase 1 and Phase 2 (each as defined below) of our development plan in our test demonstration facility in Oak Ridge, Tennessee (the “Oak Ridge Test Demonstration Facility”). This Radiological Material License authorizes us to conduct certain laboratory-scale activities involving radioactive materials. A cylinder of UF₆ was delivered to our Oak Ridge Test Demonstration Facility in October 2026, and experiments are expected to begin before the end of 2026. Further, in October 2026, the U.S. Nuclear Regulatory Commission (“NRC”) approved our Standard Practice Procedures Plan (SPPP) for our Oak Ridge Test Demonstration Facility. This approval follows our initial SPPP submission on February 11, 2026. The submitted SPPP described the proposed security procedures and controls for our Oak Ridge Test Demonstration Facility’s “closed area” to safeguard classified matter associated with CRISLA laser enrichment process, as described further below. The NRC has deemed the submitted SPPP to be in accordance with 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 assurance that we will adequately protect classified matter and sensitive information in our possession. This SPPP is contingent and will be considered active upon a successful NRC operational readiness review which will take place in due course. We are also required to receive a license from NRC prior to constructing and operating a commercial uranium enrichment facility. NRC licenses uranium enrichment facilities and authorizes the possession and use of nuclear materials, ensuring that proposed equipment, facilities, and safety controls meet federal requirements for public health, environmental protection, and national security. As of the date of this prospectus, other than as described above, we do not hold any other licenses or approvals from the NRC or other regulatory authorities, and we have not yet commenced commercial production or sales of enriched uranium.

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

CRISLA utilizes lasers to selectively excite target isotopes within a controlled gas-flow environment, thereby enhancing the physicochemical differences between the target isotope and non-excited isotopes and enabling efficient separation. A patent relating to CRISLA process was filed with the United States Patent and Trademark Office (USPTO) in 2014 and published in June 2019 (“CRISLA Patent”). In March 2024, the CRISLA Patent was assigned to LIST.

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

Our Development Phases

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

Based on our current development plan, we believe that:

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

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

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

Phase 4 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 a planned production capacity of approximately 5.0 million SWU per year.

A SWU is a measure of effort required to enrich natural uranium into reactor-grade fuel, and to strip the tails (the by-product of 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 energy, but rather a mass-based measure of separation capacity and fuel processing cost to which value is attributed in the marketplace.

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

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

The above timelines are estimates only and are subject to change based on a variety of factors, including the availability of funding, technical progress, regulatory requirements, and other circumstances, many of which may be beyond our control. The timing, production capacity, and scale of the Pilot Plant and the LEU-3 Facility are based on our current development plan and are subject to substantial risks and uncertainties, including technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there can be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected production capacities, or commence operations as currently planned.

Based on our current expectations regarding industry developments and projected demand for nuclear fuel, our development plan is intended to position us to participate in the nuclear fuel market as additional nuclear generation capacity and related fuel requirements emerge. Our ability to achieve the milestones set forth in our development timeline will depend on numerous factors, including the successful development and demonstration of our technology, the availability of financing, the receipt of required regulatory approvals and licenses, construction progress, market conditions, and similar or other factors both within and outside of our control. We are currently conducting laboratory testing and other research and development activities relating to our laser enrichment technology. In parallel, we are evaluating and planning potential scale-up and commercialization activities, including preliminary engineering and design work for our LEU-3 Facility and the preparation of documentation that may be required in connection with future licensing activities with the NRC. However, there can be no assurance that we will successfully develop, license, or commercialize our technology, or that we will achieve our anticipated development milestones on the timelines currently contemplated.

Our Vision, Government Support and Market Opportunity

Our Vision

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

Government Support

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

The U.S. Department of Energy (“DOE”) has opened several initiatives in the last few years aimed at increasing the amount of LEU and HALEU available in the U.S. The DOE has approximately $3.4 billion in congressionally appropriated funding to support domestic LEU and HALEU enrichment capabilities. In January 2026, the DOE announced $2.7 billion in task-order awards to three companies with high Technology Readiness Levels (“TRLs”) as part of the same DOE program.

According to the DOE publication entitled “Domestic Low Enriched Uranium Supply Chain,” the DOE signed contracts with six companies for 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 program, in the form of a ten-year, multiple-award indefinite-delivery/indefinite-quantity (IDIQ) contract with the DOE (“DOE IDIQ contract”) entered into under the Nuclear Fuel Security Act of 2023, under which the DOE may order LEU-related studies, analyses and production work through individual task orders. Work is ordered only through such task orders, each of which specifies its own scope, deliverables, schedule and pricing. Under each task order, we generally furnish the personnel, facilities and materials necessary to perform the ordered work and are compensated on the basis specified in that order; the DOE IDIQ contract does not fund the construction or operation of any enrichment facility, and we are responsible for the development, construction and operating costs associated with our laser-based uranium enrichment technology. Our participation remains subject to applicable eligibility requirements and program conditions, and the DOE retains discretion to modify, suspend or terminate program activities. Although we may apply for more funding from the DOE in future, we do not currently rely on this program for funding. See “Business” for further information.

We have been offered, and are in various stages of applying for and securing, a package of state and local economic incentives in connection with our planned uranium enrichment facility in Oak Ridge, Tennessee, with an estimated aggregate potential value of more than $200 million over the life of the incentives. The package consists of incentives and other support from the State of Tennessee, applicable local governmental authorities and the Tennessee Valley Authority (TVA), including potential tax credits, sales and use tax exemptions, a payment-in-lieu-of-taxes (PILOT) arrangement providing property tax abatement, cash grants and power-bill credits. Most of these incentives have not been finally awarded and remain subject to our satisfaction of specified conditions and performance requirements, which may include, among others, the creation and maintenance of a specified number of jobs, minimum capital investment thresholds, wage requirements and project-related milestones, as well as, in certain cases, final approvals, execution of definitive agreements and payment of applicable fees. The estimated value of the package is based on projected levels of capital investment and job creation and would be realized, if at all, over a period of years; actual amounts may differ materially. The terms and conditions of these incentives are set forth in accountability agreements, grant contracts, term sheets, offer letters and applications with the relevant government authorities. Where incentives have been or are expected to be documented in binding agreements, those agreements generally provide that the applicable benefit may be reduced, suspended, terminated or subject to repayment (or “clawback”) if we fail to satisfy the applicable job creation, capital investment or other performance requirements; in certain cases, we may be required to repay all amounts previously received if performance falls below specified minimum thresholds. We remain responsible for all costs associated with the construction and operation of our planned facilities, and none of these incentives fund, or obligate any authority to fund, the construction or operation of the facilities. Our interactions with TVA relate to potential power supply arrangements and our potential participation in TVA’s economic development programs, which do not currently obligate TVA to provide funding to us or to assume responsibility for the construction or operating costs of our planned facilities. As of the date of this prospectus, we have not received any incentive or monetary support from the State of Tennessee, applicable local governmental authorities or the TVA.

On January 15, 2025, we were awarded a Phase I Small Business Innovation Research (SBIR) contract (Contract No. FA864925P0078) by the U.S. Department of the Air Force, administered through AFWERX, a component of the AFRL, under a topic relating to nuclear fuel supply chain security. The award is a firm-fixed-price federal procurement contract, fully funded in the total amount of $74,866, under which we agreed to perform Phase I research relating to our CRISLA enrichment process and to prepare and deliver a preliminary technical report and a final technical report, subject to AFRL acceptance before payment. The contract contains customary federal terms, including performance and reporting requirements, SBIR program eligibility conditions, provisions governing rights in technical data generated under the award, and stop-work and termination provisions. The award funds research and development activities only; it does not obligate the government to fund any future phase, procurement or commercial deployment, and does not constitute a commitment by the U.S. Department of the Air Force or any other U.S. government agency to procure our technology or to award us any future contract. We are responsible for all costs beyond the funded amount. Participation in the SBIR program may help position us to compete for future government research or procurement opportunities, although we can provide no assurance that any such opportunities will result.

Although we have received certain government incentives and awards, we do not currently rely on government funding to sustain our operations or execute our current development plan. Our current operations and a scaled and prioritized subset of our Phase 1 and Phase 2 activities are expected to be funded primarily through existing cash resources and other available sources of capital. However, substantial additional capital will be required to complete the remaining activities under Phases 1 and 2 and to advance our technology through the development, licensing, construction and operation of commercial-scale enrichment facilities contemplated by Phases 3 and 4. We expect to seek additional capital through equity or debt financings (including this offering), strategic investments, commercial arrangements or other sources of capital. We may also seek government grants, incentives or other public funding in the future (including through the DOE’s Loan Programs Office, now known as the Office of Energy Dominance Financing); however, our current development plan and capital strategy are not dependent on the receipt of any particular government funding, and any future government funding would be subject to applicable eligibility, approval, funding availability and other conditions. See “Business - Government Support” for further information.

Our Market Opportunity

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

Our current development timeline is informed, in part, by our assessment of anticipated future demand for uranium enrichment services and enriched uranium products (“EUPs”). According to the UxC Enrichment Market Q1 2026 report (“UxC Report”), the existing U.S. fleet of nearly 100 reactors, including three previously shuttered units that are being restarted, is expected to operate well into the 2050s and beyond. Under the low-case scenario presented in the UxC Report, U.S. nuclear capacity is projected to be approximately 114 gigawatt electrical (“GWe”) in 2045, compared to approximately 99 GWe of operable capacity as of March 31, 2026.  Under the high-case scenario, U.S. nuclear capacity is projected to increase to approximately 135 GWe by 2045. As illustrated in the chart below, projected U.S. separative work unit (“SWU”) requirements range from approximately 11 million SWU in 2045 under the low-case scenario to approximately 39 million SWU in 2045 under a high-growth scenario in which U.S. nuclear capacity approximately triples by 2050. By comparison, current U.S. domestic enrichment capacity is less than 5 million SWU per year, resulting in a projected supply gap of approximately 6 million to 35 million SWU per year, depending on demand growth assumptions.

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

According to the UxC Report, the growing global energy demand and shift toward low-carbon energy sources are driving the need for nuclear power generation. Nuclear reactors require a steady supply of enriched uranium for fuel, and expansions in existing reactors, along with new reactor constructions, are increasing uranium enrichment requirements. Governments and private players are investing in nuclear infrastructure to ensure energy security and reduce carbon emissions. This rising demand for nuclear power directly fuels the uranium enrichment market, as both LEU and high-enriched uranium (“HEU”) are essential for reactor operations. According to the World Nuclear Association, in 2024, nuclear reactors worldwide generated a record-breaking 2,667 terawatt-hours (TWh) of electricity, the highest ever delivered by nuclear energy, helping avoid 2.1 billion tons of carbon dioxide (or CO2) emissions from coal generation equivalents.

Relationship with NANO Nuclear

The enrichment technology and fast deployment are handled by our experts and project managers, with demonstrated ability to innovate and deliver. NANO Nuclear Energy Inc., a related party through common ownership and management (“NANO Nuclear”), is primarily focused on the development of micro nuclear reactors and is also seeking to develop nuclear supply chain capabilities such as uranium mining, milling, conversion, transportation, and supply of uranium feedstock, and our business could benefit from these capabilities.

Following a $2 million investment 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 shares of our common stock from us, on November 4, 2024, we entered into an agreement with NANO Nuclear to memorialize the terms of our business collaboration. On September 8, 2026, given the passage of time and the evolution of our and NANO Nuclear’s respective businesses, we amended and restated such agreement in its entirety, titling the agreement as a Joint Collaboration Agreement. Our Joint Collaboration Agreement is a framework for our current and proposed future work with NANO Nuclear and provides, among other matters, that (i) NANO Nuclear will work towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆ feedstock for our envisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched and deconverted UF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal “preferred customer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to enter into a future arrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by NANO Nuclear and enriched and deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final sales price of such uranium products sold to customers shall be determined based on all costs and services related to conversion, enrichment, and deconversion. NANO Nuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance with its enrichment and deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage split and other relevant 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 contemplated integrated fuel supply chain, particularly in the areas where there is an overlapping benefit to both companies, including joint marketing and sales efforts, and to allocate the costs on a case-by-case basis through mutual agreements in writing in accordance with needs of the specific projects or activities involved and the proportional benefit to each of them and (ii) share in any jointly developed intellectual property arising from the efforts of the parties. As of the date of this prospectus, we and NANO Nuclear have not yet entered into any definitive agreement regarding the foregoing commercial terms. The terms and timing of such agreement remain subject to the appropriate evolution of the businesses of our company and NANO Nuclear (such that each party could fulfill its obligations), and further future discussions and negotiations between the parties, including with respect to the applicable profit-sharing arrangements, pricing, allocation of costs and expenses, responsibilities of the parties, and other commercial terms. The execution of such agreement will also depend on the progress and results of the parties’ technical and commercial development activities and, as applicable, the satisfaction of relevant regulatory and other requirements. Accordingly, there can be no assurance that the parties will enter into such agreement on the terms currently contemplated, or at all. See “Business – Material Agreements” and “Risk Factor - We may not be able to enter into the contemplated sharing proceeds definitive agreement with NANO Nuclear, which could adversely affect our ability to realize the anticipated commercial benefits of our partnership with NANO Nuclear” for further information.

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

We and NANO Nuclear maintain an ongoing collaborative relationship and meet periodically to discuss areas of mutual interest, potential collaboration opportunities, industry developments, and updates regarding our respective business strategies. In addition, NANO Nuclear may provide us with technical and operational support through consultations with its subject matter experts on matters relevant to regulatory considerations and other industry-related topics when requested by us. NANO Nuclear is also an early investor in our company and, as of the date of this prospectus, has invested an aggregate of approximately $2.0 million in our company. Jay Jiang Yu, our Chief Executive Officer and Chairman of the Board, is the Chairman of the Board and President, as well as a material stockholder, of NANO Nuclear.

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

Our Competitive Strengths

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

Compared to Centrifuges

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

Compared to other Laser Enrichment Processes

Laser enrichment of uranium has been studied for over 50 years, with research conducted by numerous countries, including but not limited to, the United States, France, Japan, Russia, Germany, South Africa, Brazil, and South Korea. To date, none of these efforts have resulted in commercial operations, primarily due to technical and scaling challenges. Although we believe our CRISLA process incorporates design characteristics that may address or mitigate certain technical challenges encountered by prior laser enrichment approaches, we are an early development stage company, and our laser enrichment technology has not yet been commercialized. Significant additional research and development, testing and validation, regulatory review and approvals, facility design and construction, and substantial capital expenditures will be required before any commercial-scale enrichment operations can be achieved. We have not yet demonstrated that our CRISLA process can achieve the technical performance, reliability, scalability or cost efficiency required for commercial deployment, and successful results at laboratory or pilot scale, if achieved, may not be predictive of commercial-scale performance. There can be no assurance that we will successfully develop, scale or commercialize our CRISLA process or that we will be able to obtain the substantial additional capital required to implement our development plan.

Our CRISLA process excites a different uranium hexafluoride (UF₆) vibrational mode (3ʋ₃ instead of ʋ₃), enabling separation and high photon utilization without pulsed lasers or complex wavelength conversion. The continuous-wave architecture reduces active components, increases reliability, shortens repair times, and allows scalable, industrial enrichment. Accordingly, it offers a simplified, industrially applicable approach compared with prior laser enrichment methods, including atomic vapor laser isotope separation (“AVLIS”) and molecular laser isotope separation (“MLIS”).

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

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

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

Our Challenges

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

Our Growth Strategies

Our growth strategy is focused on the development of our technology for potential application in the production and sale of enriched uranium for use in the nuclear power industry. If successfully developed and commercialized, such products could contribute to broader efforts to diversify nuclear fuel supply sources in the United States; however, there can be no assurance that we will achieve such outcomes or that our activities will have any impact on domestic supply chains.

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

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

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

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

Corporate History and Structure

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

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

On June 22, 2023, LIST and L.I.S.T. Corp. entered into a share purchase agreement with CRISLA Inc. and the shareholders of CRISLA Inc., pursuant 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 was closed on August 9, 2023 for aggregate consideration of $1,245,434. As a result of the acquisition, CRISLA Inc. became a wholly owned subsidiary of L.I.S.T. Corp.

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

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

Summary of Significant Risks

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

Risks Related to Our Industry and Business

Risks Related to Our Intellectual Property

Risks Related to Regulation and Compliance

General Risks Associated with Our Company

Risks Related to Our Securities and this Offering

Implications of Being an Emerging Growth Company

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

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

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

Implications of Being a Smaller Reporting Company

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

THE OFFERING

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

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

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

CONDENSED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the Three and Nine Months Ended July 31, 2026

For the Three and Nine Months Ended July 31, 2025

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Year Ended October 31, 2025

For the Year Ended October 31, 2024

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

RISK FACTORS

An investment in our securities is speculative and involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our shares of common stock. Any individual risk, or the combination of several risks, could materially and adversely affect our business, financial condition, results of operations, timeline to commercialization, or ability to execute our business plans.

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

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

Risks Related to Our Industry and Business

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

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

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

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

Our ability to provide enrichment services will depend upon the availability and timely procurement of uranium feedstock and other critical inputs, as well as the successful integration of multiple components of the front-end nuclear fuel supply chain. These components include, among others, uranium mining and milling, conversion of uranium concentrates into UF₆, fluorine-based reagents and related chemical inputs, transportation and logistics services, cylinder fabrication and handling capabilities, storage capacity, and specialized equipment and infrastructure. Disruptions, shortages, delays, quality issues, transportation constraints, trade restrictions, labor shortages, or reliance on limited-source or sole-source suppliers could increase our costs, delay project timelines, limit production capacity, or impair our ability to satisfy customer requirements.

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

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

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

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

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

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

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

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

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

In addition, unproven technologies are subject to inherent technical, operational, and scale-up risks. Results achieved in laboratory, pilot, or demonstration settings may not be reproducible at commercial scale, and we may encounter unforeseen technical challenges related to system integration, equipment performance, process stability, safety, reliability, or efficiency. Even if we are able to achieve technical feasibility, we may not be able to do so in a manner that is economically viable or competitive in the marketplace.

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

Moreover, readers are cautioned that our beliefs as of the date of this prospectus (including, without limitation, our beliefs about the cost per SWU which can be achieved through our technology) are based on current capital expenditure and operating expenditure assumptions that may turn out to be inaccurate in the future (perhaps significantly) for numerous reasons, some of which are beyond our control, such as (i) the significant cost and type of necessary capital we will require to develop our technology and build our facility (and whether we will be 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 and (iii) the number of years it will take for our business to reach the commercial stage.

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

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

Our current development roadmap includes targeted milestones and anticipated timelines extending through 2033, including the construction of the Pilot Plant designed to produce approximately 50 metric tons of LEU per year with a targeted enrichment capacity of approximately 0.5 million SWU per year, followed by the phased development of our LEU-3 Facility. Based on our current expectations, the LEU-3 Facility is expected to commence operations in or around 2033 and be developed in phases. The initial phase is expected to have a planned enrichment capacity of approximately 3.0 million SWU per year. Subject to market conditions, financing availability, regulatory approvals, customer demand, and operational performance, we may subsequently expand the LEU-3 Facility to a planned enrichment capacity of approximately 5.0 million SWU per year. Assuming both facilities (Pilot Plant and LEU-3 Facility) become operational and operate at their respective planned production capacities, we expect our aggregate planned production capacity to be approximately 5.5 million SWU per year. The timing, production capacity, and scale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject to substantial risks and uncertainties, including technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there can be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected production capacities, or commence operations as currently planned. The development and operation of uranium enrichment facilities are highly complex and capital intensive. Delays, cost overruns, technical challenges, licensing issues, construction difficulties, supply chain disruptions, changes in market conditions, insufficient customer demand, or an inability to obtain adequate financing could cause the Pilot Plant or the LEU-3 Facility to be delayed, scaled back, modified, or abandoned. In addition, even if these facilities are completed, they may not achieve their anticipated production capacities, enrichment capacities, operational efficiencies, or economic performance.

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

The execution of multiple development phases simultaneously increases operational complexity, management demands, project execution risks, and capital requirements. Delays or failures in any phase may adversely affect subsequent phases and could require us to revise our development plans, defer expenditures, redesign facilities or equipment, seek additional financing, or abandon certain initiatives altogether. In addition, the costs associated with development, licensing, construction, commissioning, and operation of enrichment facilities may exceed our current estimates, and we may be unable to obtain sufficient financing to continue development activities on the anticipated schedule, or at all.

There can be no assurance that we will be able to complete any phase of our development roadmap within the anticipated timeframe, achieve any projected production capacity, obtain the required regulatory approvals, successfully scale our technology to commercial operations, or generate revenue from our planned activities. Any failure to achieve one or more of these objectives could materially delay or prevent commercialization of our technology and materially adversely affect our business, financial condition, results of operations, and prospects.

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

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

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

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

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

Any delay in preparing or submitting our application, any prolonged regulatory review process, the imposition of burdensome licensing conditions, or the failure to obtain or maintain required licenses and approvals could delay or prevent the construction and operation of our planned facilities, increase our costs, require significant modifications to our business plan, delay commercialization of our technology, and materially adversely affect our business, financial condition, results of operations, and prospects.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Over the next twelve months, we expect to continue systems engineering, integration, and testing (“SEIT”) activities at our Oak Ridge Test Demonstration Facility located in Oak Ridge, Tennessee, with the objective of re-demonstrating and optimizing enrichment results previously achieved using the CRISLA process by Dr. Jeff W. Eerkens and his team in 1993. However, there can be no assurance that our SEIT activities will successfully replicate those prior results or demonstrate that the technology can be scaled, operated reliably, or achieve the performance, efficiency, throughput, or cost metrics necessary for commercial deployment. Any failure to achieve these objectives could delay or prevent the commercialization of our technology and materially adversely affect our business, financial condition, results of operations, and prospects.

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

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

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

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

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

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

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

Our CRISLA laser isotope separation process was independently assessed by an independent Technology Readiness Assessment team in March 2025 and placed at TRL 4 on the nine-level scale used by the U.S. Department of Defense and the DOE to assess technology maturity. TRL 4 indicates that the technology has been validated at laboratory scale. While we believe this disclosure reflects our commitment to transparency, investors may place undue reliance on this assigned TRL level, which may not accurately reflect the true developmental state of our technology. TRL assessments are inherently subjective, depend on assumptions regarding technical criteria and evaluation methodologies, and may not fully capture the complexity or limitations of our technology development efforts. TRL designation does not guarantee successful advancement to higher levels of development or commercialization, and should not be interpreted as an assurance that our CRISLA process will perform as expected in more advanced testing environments or at commercial scale. If the TRL assessment proves inaccurate, or if subsequent testing or technical challenges necessitate a future downgrade of our TRL level, it may cause investors to form adverse conclusions about the maturity, viability, or commercial potential of our technology that could adversely affect the market price of our common stock or our ability to raise additional capital. In addition, actual or perceived uncertainty regarding the development stage of our technology could materially adversely affect our business, financial condition, results of operations, and prospects.

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

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

Our disclosure of TRL levels is voluntary and there is no standardized requirement in our industry governing how TRL assessments are determined or disclosed. As a result, TRL levels disclosed by us or by competitors may be based on differing methodologies, assumptions, evaluation criteria, or development contexts, and therefore may not be directly comparable. However, investors or market participants may nonetheless attempt to compare TRL levels across companies in the nuclear or advanced energy sector, which could lead to conclusions that do not accurately reflect the relative maturity, technical readiness, or commercialization potential of different technologies. For example, the DOE’s LEU Acquisition Program awarded $900 million each to three companies whose technologies were assessed at a high TRL, while LIST received a guaranteed award of up to $2 million to be delivered as part of agreed upon milestones. Investors may interpret such differences in funding levels or perceived TRL classifications as indicative of relative technological maturity or commercial readiness, even though our technology may be fundamentally different in architecture, development pathway, or intended application, and such comparisons may not be meaningful or appropriate.

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

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

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

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

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

Enrichment facilities are highly capital-intensive and require significant expenditures for engineering, procurement, construction, commissioning, and working capital. We expect to incur substantial expenditures in connection with the continued development and engineering of our technology and related infrastructure before we can generate meaningful revenues, if at all. There can be no assurance that our technology will achieve expected performance or cost advantages, or that we will be able to commercialize our business on a profitable basis. Our business plan may require substantially greater funding than the net proceeds from this offering. We expect to need to raise substantial additional capital over time, potentially including hundreds of millions of dollars, in order to develop, scale, and commercialize our technology. These estimates are subject to significant uncertainty, and our actual capital requirements may be materially higher than currently anticipated due to technical challenges, changes in scope, inflationary pressures, supply chain constraints, regulatory requirements, or other factors beyond our control.

Even after completion of this offering, we will likely need to obtain additional financing through equity offerings, debt financings, or other capital sources. Such financing may not be available when needed, or may only be available on terms that are dilutive, restrictive, or otherwise unfavorable to us. If we raise capital through the issuance of equity or convertible securities, our existing stockholders may experience significant dilution. Any debt financing we obtain may contain covenants that restrict our operations and increase our financial risk, including through required interest payments and repayment obligations. Our ability to raise additional capital will depend on a variety of factors, many of which are outside our control, including general economic and market conditions, interest rate environments, investor perceptions of our business and industry, and broader capital market volatility. Adverse macroeconomic conditions may increase the cost of capital or reduce its availability altogether. We may also seek to enter into strategic collaborations, partnerships, or licensing arrangements as a means of financing our development activities. Such arrangements may require us to relinquish certain rights to our technology or intellectual property, or to accept terms that are not favorable to us, which could adversely affect the long-term value of our business.

In addition, we may pursue government funding, including grants or other support from agencies such as the DOE (including through the DOE’s Loan Programs Office, now known as the Office of Energy Dominance Financing). However, there can be no assurance that such funding will be available or awarded. Government funding decisions are subject to competitive selection processes, budgetary constraints, and policy priorities. Even if awarded, such funding may be subject to conditions, including government rights to intellectual property or other restrictions. Federal funding is also subject to annual appropriations processes, which are uncertain and may be modified or reduced by Congress, regardless of agency or administration budget requests.

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

Our business may be indirectly affected by federal budgetary decisions, including federal budget delays, debt ceiling limitations, sequestration, or reductions in government spending. Federal government spending reductions could adversely impact U.S. government programs related to our enrichment services. While we believe our service is not in conflict with the U.S. government’s strategic priorities, U.S. government spending on nuclear-related programs is subject to political, economic, and policy considerations, as well as public scrutiny and changing strategic priorities. Accordingly, such programs may be reduced, delayed, or reallocated due to budgetary constraints or shifts in governmental priorities, including across-the-board spending reductions that are not specific to any particular program or industry. The manner in which any such reductions are implemented is uncertain and could vary significantly, making it difficult to predict their specific impact on our business.

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

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

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

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

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

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

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

We are dependent, in part, on NANO Nuclear, a related party, to support certain aspects of our strategic development, including potential collaboration on technology development, engineering integration, commercialization planning, and other areas of mutual interest. While the relationship is intended to be complementary, there can be no assurance that such collaboration will continue on its current terms, or at all.

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

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

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

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

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

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

If we are unable to enter into the contemplated sharing proceeds definitive agreement, or if such agreement is entered into on terms less favorable to us than currently anticipated, we may not realize the anticipated economic benefits from our partnership with NANO Nuclear. In particular, we may be unable to participate in revenues or profits from the future sale of fabricated fuel plates or fuel rods to third-party customers to the extent currently contemplated. Our inability to establish the contemplated profit-sharing arrangement could also delay or adversely affect the commercialization of our enriched UF₆ and related technologies, limit our potential sources of revenue, and require us to pursue alternative commercial arrangements or counterparties. Any of these circumstances could materially and adversely affect our business, financial condition, results of operations and prospects.

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

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

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

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

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

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

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

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

We are vulnerable to damage from catastrophic events, such as natural disasters, power loss, and similar unforeseen events beyond our control. Global pandemics or fear of spread of contagious diseases, such as COVID-19, as well the catastrophic events could disrupt our business operations, reduce or restrict our supply of products and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations.

We cannot assure you that we are adequately protected from the effects of earthquakes, fire, floods, typhoons, earthquakes, global pandemics, power loss, telecommunications failures, break-ins, war, riots, network security breaches, computer virus terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our internet system as well as adversely affect our business, financial condition, and results of operations.

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

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

Our operations involve the handling, storage, transportation, and use of hazardous, radioactive, toxic, and corrosive materials, including UF₆, hydrogen fluoride, and other regulated substances. As a result, we are subject to extensive federal, state, local, and international environmental, health, safety, radiation protection, waste management, and emergency preparedness laws and regulations. Compliance with these requirements requires substantial ongoing expenditures, operational controls, monitoring systems, employee training, recordkeeping, emergency response planning, and reporting obligations.

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

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

In addition, environmental and safety laws and regulations may become more stringent over time, resulting in increased compliance costs or operational restrictions. Any significant environmental, health, or safety incident, or any failure to maintain compliance with applicable requirements, could materially and adversely affect our business, financial condition, results of operations, and prospects.

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

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

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

Risks Related to Our Intellectual Property

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

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

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

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

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

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

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

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

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

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

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

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We may, and from time to time in the future be, subject to legal proceedings and claims relating to the intellectual property rights of others. There could also be existing patents or other intellectual property of 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 business infringe, we cannot assure you that holders of patents or other intellectual property rights purportedly relating to some aspect of our technology or business, would not seek to enforce such patents against us or that they will not be successful in any such enforcement action. We may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which may materially and adversely affect our business, financial condition, and results of operations. Third parties may claim that the technology used in the operation of our business infringes upon their intellectual property rights. Although we have not faced any litigation involving direct claims of infringement by us, the possibility of intellectual property claims against us increases as we continue to grow, particularly from companies with competitive technologies. Such claims, whether having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

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

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

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

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

Disputes may arise with respect to the scope of intellectual property ownership, allocation of rights to use or commercialize jointly developed technologies, or the interpretation of contractual provisions governing such arrangements. Any such disagreements could delay development programs, result in costly and time-consuming negotiations or litigation, and may require us to modify or terminate existing relationships or seek alternative arrangements.

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

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

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

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

Detecting unauthorized use or disclosure of our trade secrets may be difficult, time-consuming, and costly, and we may not be able to identify or prevent all instances of misappropriation. Enforcing our rights through litigation or other proceedings could require substantial financial and management resources, divert management’s attention from our business operations, and result in uncertain outcomes.

If our trade secrets or other proprietary information are improperly disclosed, misappropriated, or independently developed by competitors or other third parties, our competitive position could be materially harmed. Any such event could adversely affect our ability to maintain technological advantages, commercialize our products and services, and achieve or sustain profitability, which could have a material adverse effect on our business, financial condition, and results of operations.

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

We may enter into joint development, collaboration, supply, or strategic partnership arrangements with vendors, contractors, research institutions, or other third parties in connection with the development and commercialization of our technology. Such arrangements may involve the sharing, co-development, or integration of intellectual property, technology, data, or proprietary know-how, which may create uncertainties regarding ownership rights, licensing arrangements, rights to use or commercialize resulting technology, or allocation of future revenues and responsibilities.

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

If we are unable to obtain or maintain sufficient rights to intellectual property developed through these collaborations, or if disputes arise with our vendors or partners, our ability to continue development activities, obtain regulatory approvals, manufacture products, or commercialize our technology could be delayed or adversely affected. Resolving such disputes could require substantial costs and management resources and may result in litigation, arbitration, renegotiation of commercial terms, or the loss of valuable intellectual property rights.

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

Risks Related to Regulation and Compliance

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

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

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

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

Regulatory risk factors associated with our business also include our ability to obtain additional applicable approvals, licenses, or certifications from regulatory agencies, if required, and to maintain current approvals, licenses, or certifications. Any regulatory delays, delays imposed because of regulatory inspections and changing regulatory requirements, may impede our planned actions from being implemented or completed, many of which may be out of our control. Any natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule our product development and production, could have an adverse impact on our business and financial condition.

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

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

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

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

If we 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 applicable regulatory requirements, our operations, development plans, and commercialization efforts could be materially delayed, restricted, or terminated. Any such events could have a material adverse effect on our business, financial condition, results of operations, and prospects.

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

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

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

Any delay in obtaining required approvals, failure to satisfy regulatory requirements, or imposition of burdensome conditions could delay or prevent the development, construction, commissioning, or operation of our planned facilities and could adversely affect our commercialization efforts. As a result, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

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

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

Any actual or alleged failure to comply with applicable operational, safety, security, environmental, or quality assurance requirements could result in regulatory enforcement actions, findings during inspections or audits, increased oversight by regulatory authorities, mandatory corrective actions, civil or criminal penalties, suspension of operations, or reputational harm. In addition, compliance deficiencies or operational incidents could lead to delays in regulatory approvals, interruptions in facility development or commissioning activities, or increased compliance and remediation costs.

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

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

Our operations involve technologies, technical data, and activities that may be subject to U.S. export control laws, regulations, and national security restrictions, including restrictions relating to uranium enrichment technology and related technical information. These laws and regulations may limit our ability to share technical data with foreign persons, collaborate with international partners, engage certain vendors or service providers, recruit or employ non-U.S. personnel for particular roles, or participate in international research, development, or commercial activities.

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

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

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

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

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

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

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

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

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

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

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

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

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

Our indemnification obligations, including obligations to cover legal expenses, are set forth in our corporate governing documents, agreements we have entered into or may enter into with our directors, officers, investors and other parties, and applicable law. Satisfying these obligations could require us to incur substantial costs, including legal fees and damages or settlement amounts, on behalf of the indemnified parties, and these costs could be significant even where the underlying claims are without merit. While we maintain directors and officers (D&O) liability insurance to mitigate a portion of these exposures, such insurance is subject to coverage limits, retentions and exclusions, and may be insufficient to cover all losses or expenses for which we are obligated to indemnify the covered parties. Insurance coverage may also become more expensive or unavailable in the future. As a result, we may be required to bear indemnification and related costs directly, which could adversely affect our business. Nuclear companies usually purchase D&O liability insurance to indemnify their directors and officers against personal liability for actions taken in their roles. These policies provide financial protection for individuals in the event of lawsuits, regulatory actions, or other legal proceedings related to their corporate duties. The corporate governing documents may include provisions that obligate our company to indemnify its directors, officers, and sometimes employees to the extent allowed by law, with some conditions or limitations on indemnification as applicable. In cases where investors, such as venture capitalists or private equity firms, are involved, investment agreements may include indemnification clauses that protect the investors from certain liabilities related to their investment in our company. In our agreements with third parties, such as suppliers, partners, or service providers, indemnification provisions may also be included to specify who is responsible for indemnifying the other party in the event of specified breaches, disputes, or liabilities.

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

We are 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. Travel Act, the Money Laundering Control Act 18 U.S.C. §§ 1956 and 1957, and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain internal accounting controls designed to prevent any such actions. We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities.

As we intend to conduct international cross-border business and expand our operations abroad, we may engage business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses and other regulatory approvals overseas. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. We cannot assure you 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 held responsible. As we intend to expand our international business, our risks under these laws may increase.

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

General Risks Associated with Our Company

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

As of October 14, 2026, Mr. Jay Jiang Yu, our Chief Executive Officer and Chairman, beneficially owns an aggregate of approximately 25.95% shares of our common stock and is expected to own approximately 25.10% shares of our common stock upon the completion of this offering assuming no exercise of the underwriters’ over-allotment option. Due to his ownership of a material percentage of our outstanding common stock, Mr. Yu could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. This concentration of voting power may delay, prevent, or deter transactions that other stockholders may view as beneficial and may result in corporate actions with which other stockholders do not agree. In some cases, his influence could have the effect of preventing changes of control or other transactions that could provide stockholders with a premium over the prevailing market price. Without the consent of Mr. Yu, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. In addition, our interests and the interests of Mr. Yu may not always be aligned. Circumstances may arise in which his personal, financial, or other interests differ from those of our company or our other stockholders, potentially giving rise to actual or perceived conflicts of interest. If such conflicts are not resolved in a manner favorable to our company or our other stockholders, our business, financial condition, and results of operations could be adversely affected.

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

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

The participation of our executive officers in 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 Executive Officer and Chairman of the board, and Christo J. Liebenberg, our President and co-founder, have each indicated an interest (either by themselves or through their affiliates) in each purchasing up to $250,000 worth of shares of our common stock in this offering.  This purchase would be made at the initial public offering price per share and on the same terms as the other purchasers in this offering.  Because indications of interest are not binding agreements or commitments to purchase, either Mr. Yu or Mr. Liebenberg may determine to purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares to Mr. Yu or Mr. Liebenberg.  The underwriters will receive the same underwriting discount on any shares purchased by Mr. Yu or Mr. Liebenberg as 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 general 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. Liebenberg are members of our senior management team and Mr. Yu also serves as Chairman of our board, their personal investment interests may differ from those of other investors. Their participation in this offering may give rise to actual or perceived conflicts of interest in connection with the allocation of shares and the distribution of the shares offered in this offering. Although their purchases, if any, will be made at the initial public offering price and on the same terms as those applicable to other purchasers, we cannot assure you that their participation will not affect investor perceptions of this offering or the allocation of shares among prospective investors. In addition, the purchase of shares by Mr. Yu or Mr. Liebenberg, or their respective affiliates, may be viewed by prospective investors as an indication of their confidence in our company, although such participation should not be regarded as a guarantee of our future performance or the success of this offering.

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

Additionally, the Insider Shares are 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. However, upon the expiration of the Lock-up Period (as defined below), the possibility that Mr. Yu or Mr. Liebenberg, or their respective affiliates, may sell some or all of their Insider Shares, subject to applicable resale restrictions, could increase the number of shares available for trading in the public market and create additional selling pressure on our common stock. Any such sales, or the market’s perception that such sales may occur, could adversely affect the market price of our common stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

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

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

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

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

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

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

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

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

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

In addition, our uranium activities is subject to regulatory requirements for financial assurance relating to construction, operations, and decommissioning. These financial assurance obligations are distinct from insurance coverage and may require us to provide surety bonds, letters of credit, trust funds or other acceptable financial instruments. The amounts required may increase as our projects develop or as regulatory requirements change, potentially restricting the availability of capital for other business purposes. Any accident, environmental release, contamination event, third-party claim, regulatory violation, significant construction/operational delay, or other incident could result in substantial investigation, remediation, compensation, litigation, regulatory or other costs, including costs not covered by insurance or other financial assurance arrangements. Our inability to obtain adequate insurance or satisfy applicable financial assurance requirements could delay or prevent the development or operation of our projects. Any of these events could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

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

If we 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 integrate such business without substantial costs, delays or other operational or financial problems. There can be no assurance that the businesses we acquire in the future will achieve anticipated revenues and earnings. Additionally:

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

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

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

If any of our suppliers or strategic partners fail to perform as expected, experience operational, financial, or technical difficulties, or otherwise do not meet contractual obligations, our operations may be delayed, disrupted, or impaired. In addition, disputes may arise regarding contract terms, scope of work, pricing, performance standards, intellectual property rights, or other commercial matters, which could result in delays, increased costs, or termination of key relationships.

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

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

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

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

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

Our planned facilities and operations may also expose us to construction risks, operational incidents, workplace safety events, property damage, environmental liabilities, and other potential losses. Although we intend to maintain insurance coverage that we believe to be appropriate for our business, such coverage may not be available on commercially reasonable terms, may become more expensive, or may not adequately cover all potential losses or liabilities. Certain risks may be uninsurable or subject to significant deductibles, exclusions, or coverage limitations.

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

Risks Related to Our Securities and this Offering

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

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

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

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

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our common stock shortly following this offering. If the market price of shares of our common stock after this offering does not ever exceed 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 addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

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

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

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

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

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

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

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

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

We cannot assure you that our securities will continue to be listed on Nasdaq even if our securities are listed on Nasdaq. Following this offering, in order to maintain our listing on Nasdaq, we will be required to comply with certain Nasdaq continuing listing rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, corporate governance and various additional requirements. If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to 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 taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

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

Our management will have considerable discretion over the use of proceeds from this offering. We currently intend to use the net proceeds from this offering for (i) the research and development of products and technology, including design optimization, site preparation and construction activities, test work and scoping studies, (ii) marketing and promotion, and business development activities and (iii) working capital and other general corporate purposes, including regulatory compliance, intellectual property protection, additional employee hires, and additional contractor retainment. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that do not necessarily improve our operating results or enhance the value of our common stock. The failure of our management to apply these proceeds effectively could, among other things, result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

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

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

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

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

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

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

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

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

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

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

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

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

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located in the State of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any actions asserting a claim arising pursuant to any provision of the NRS, the Articles of Incorporation or the bylaws of the Company, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein (the “Nevada Forum Provision”). This, however, shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the United States federal district court for the District of Nevada shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the Nevada Forum Provision and the Federal Forum Provision.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Nevada Forum Provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

These forward-looking statements present our estimates and assumptions only as of the date of this prospectus and are subject to several known and unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which 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 any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

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

USE OF PROCEEDS

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

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

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

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

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

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

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

CAPITALIZATION

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

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

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

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

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

DILUTION

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

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

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

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

Assuming the underwriters’ over-allotment option is not exercised, each $1.00 increase (decrease) in the assumed initial public offering price of $6.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by approximately $2.6 million, or by approximately $0.04 per share of common stock and the dilution to new investors purchasing our common stock in this offering by approximately $0.96 per share, assuming the number of shares offered by us remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us. In addition, to the extent any stock options that we granted to certain of our officers, directors, employees and permitted consultants, new investors would experience further dilution.

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

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

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

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

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

Overview

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

Uranium, as a chemical element, exists as different isotopes, which have different atomic masses due to varying numbers of neutrons in their nuclei.  Natural 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 is the mechanical process (traditionally through the use of high-speed gas centrifuges) of separating these isotopes by weight to increase the concentration of U-235 to the levels required to sustain a nuclear chain reaction (typically 3% to 5% for commercial power reactors, or up to 20% for HALEU). Enriched uranium is a key component used in the manufacture of nuclear fuel for commercial nuclear power reactors and other nuclear energy applications. Due to increasing global demand for nuclear energy and the U.S. and other nations’ focus on next generation nuclear power technologies, the development and expansion of nuclear reactors are expected to continue. As new nuclear reactors are designed, constructed, and brought into operation, demand for nuclear fuel, including enriched uranium, is anticipated to increase accordingly.

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

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

Based on our current expectations regarding industry developments and projected demand for nuclear fuel, our development plan is intended to position us to participate in the nuclear fuel market as additional nuclear generation capacity and related fuel requirements emerge. Our ability to achieve the milestones set forth in our development timeline will depend on numerous factors, including the successful development and demonstration of our technology, the availability of financing, the receipt of required regulatory approvals and licenses, construction progress, market conditions, and similar or other factors both within and outside of control. We are currently conducting laboratory testing and other research and development activities relating to our laser enrichment technology. In parallel, we are evaluating and planning potential scale-up and commercialization activities, including preliminary engineering and design work for our LEU-3 Facility and the preparation of documentation that may be required in connection with future licensing activities with the NRC. However, there can be no assurance that we will successfully develop, license, or commercialize our technology, or that we will achieve our anticipated development milestones on the timelines currently contemplated.

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

Overview of Operational Plan and Estimated Timelines for Corporate Achievements

We have a limited operating history upon which to base an evaluation of our current and future business prospects. We were originally incorporated in December 2021 and are currently in the process of resurrecting a laser enrichment technology (CRISLA) that was proven in the early 1990’s, while also focusing on the planning of our LEU-3 Facility (e.g. site preparation, licensing), as described in the “Business” section of this prospectus. We do not expect to generate meaningful revenues for several years, if at all. In addition, we expect to incur significant operating expenses and capital expenditures in the near term and over the longer term as we continue to develop our technology, pursue regulatory approvals, construct and commission our planned facilities, and advance our business operations. There can be no assurance that these efforts will result in the generation of revenues or profitability.

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

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

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

The above timelines are estimates only and are subject to change based on a variety of factors, including the availability of funding, technical progress, regulatory requirements, and other circumstances, many of which may be beyond our control. The timing, production capacity, and scale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject to substantial risks and uncertainties, including technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there can be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected production capacities, or commence operations as currently planned. As of the date of this prospectus, we have commenced preparation of the NRC license application for our planned LEU-3 Facility and, subject to the completion of the required technical, environmental, and regulatory work, as well as our continued assessment of the applicable licensing requirements, we currently anticipate submitting the license application to the NRC during the first quarter of 2027. The timing of NRC review and any approval is uncertain and is subject to the NRC’s review process and other regulatory considerations. Based on our current expectations, NRC review could take approximately 18 months following submission of the application; however, there can be no assurance regarding the timing or outcome of such review or whether any required license will be obtained.

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

Over the next twelve months from the date of this prospectus, we will continue with the SEIT in our Oak Ridge Test Demonstration Facility to re-demonstrate and optimize the enrichment results related to the CRISLA technology achieved by Dr. Jeff W. Eerkens (the inventor of CRISLA laser enrichment) and his team in 1993. Since we are doing concurrent work across all three ongoing Phases (Phases 1, 2 and 3) of our development roadmap to commercialization, costs are expected to be incurred for those three phases.

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

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

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

Factors and Trends Affecting Our Business and Results of Operations

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

Results of Operations

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

Comparison of the Three Months Ended July 31, 2026 and 2025

Revenue

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

Expenses

Research and Development Expense

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

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

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

General and Administrative Expense (“G&A”)

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

General and administrative expenses 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 three months ended July 31, 2025. The increase was primarily driven by higher personnel costs associated with headcount growth, increased professional fees, including legal, audit and accounting fees, higher travel and conference costs, and increased software, subscription and IT equipment expenses. No general and administrative expenses related to equity-based compensation occurred for the three months ended 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 months ended July 31, 2025, we earned interest income of $355,452 on cash held at a financial institution and also earned $181,042 for a DOE task and materials task order.

These amounts are included in “Other Income” in the accompanying unaudited financial statement titled “Statements of Operations.”

Comparison of the Nine Months Ended July 31, 2026 and 2025

Revenue

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

Expenses

Research and Development Expense

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

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

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

General and Administrative Expense

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

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

Other Income

During the nine months ended July 31, 2026 and 2025, we earned interest income of $740,808 and $834,520, respectively, on cash held at a financial institution and, also earned other income of $74,866 during the nine months ended July 31, 2025 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 task order. These amounts were included in other income in the Condensed Consolidated Statements of Operations (Unaudited).

Comparison of the Years Ended October 31, 2025 and 2024

Revenue

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

Expenses

Research and Development Expense

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

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

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

General and Administrative Expense

Our G&A expenses consist of compensation costs for personnel in executive, management, regulatory, finance, accounting, and other administrative functions. G&A expenses also include professional fees paid for legal, auditing and accounting services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

G&A expenses 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 October 31, 2024. The increase was primarily attributable to employee payroll costs during the year ended October 31, 2025, which added approximately $2.1 million (compared to no employee payroll costs during the year ended October 31, 2024), an increase of approximately $1.4 million consulting fees, and increases of approximately $1.0 million in the aggregate in travel, legal and professional fees, and other office and administrative costs to support the growth of our operations, partially offset by a decrease of $2,8 million in equity-based compensation granted to outside consultants for services rendered.

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

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

Other Income

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

Liquidity and Capital Resources

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

However, the further development of our business and the advancement of our technology toward commercialization will require substantial additional capital. Because we do not expect to generate meaningful revenues for several years, we intend to finance our future cash requirements for capital expenditures, research and development and business development activities, and general working capital through cash on hand, this offering, other equity or debt financings, third-party (including government) funding, or any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments, or if outstanding stock options are exercised for cash, our existing stockholders would experience dilution. There can be no assurance that we will be able to obtain the required financing on favorable terms, or at all. Our inability to secure additional funding when needed could have a material adverse effect on our business, financial condition and results of operations.

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

Going Concern

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

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

As of July 31, 2026, we had cash of approximately $18.8 million, which, under our current operating plan, and assuming we proceed with certain planned capital expenditures, our existing cash is expected to fund operations only into the first quarter of fiscal 2027. The timing and amount of those capital expenditures are discretionary and within management’s control, and deferral of such expenditures would extend this period. Management intends to fund the balance of projected requirements through additional financing for its business operations, which may include equity or debt financings (including this offering), strategic investments, commercial arrangements or other sources of capital. There can be no assurance that such financing will be available on acceptable terms, if at all, and because these arrangements are outside our control, they have not been considered in management’s evaluation. These conditions, before consideration of management’s plans described below, raise substantial doubt about our ability to continue as a going concern within one year after the date these unaudited financial statements are issued. However, a substantial portion of our planned expenditures is discretionary, and management has the ability and intent, if financing is not obtained on a timely basis, to defer or sequence those expenditures (including scaled facility development and a substantial portion of planned CRISLA Process laboratory activities) such that existing cash is sufficient to fund our non-discretionary operating expenses and commitments for at least one year after the date these unaudited financial statements are issued. Management has concluded that these plans have alleviated the substantial doubt.

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

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

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

Cash Flows used in Operating Activities

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

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

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

Cash Flows used in Investing Activities

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

Cash Flows provided by Financing Activities

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

Commitments

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

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

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

Cash Flows used in Operating Activities

Net cash 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, net of non-cash items of $12,587,155, and net of changes in working capital accounts.

Net cash 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, net of non-cash items of $10,902,581, and net of changes in working capital accounts.

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

Cash Flows used in Investing Activities

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

Cash Flows provided by Financing Activities

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

Commitments

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

Critical Accounting Policies and Estimates

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

In-process research and development

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

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

Capitalized in-process research and development (“IPR&D”) acquired in an acquisition is accounted for as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development activities. Accordingly, such IPR&D is not amortized during the development period but is tested for impairment at least annually and whenever events or changes in circumstances indicate that the asset may be impaired. Upon completion of the associated research and development activities, the IPR&D asset is reclassified as a finite-lived intangible asset and amortized over its estimated useful life. If the associated research and development activities are 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 facts and circumstances, including the nature of the underlying technology, expected economic benefits, technological obsolescence, and other relevant factors. Management has not identified any indicators of impairment of the our IPR&D asset as of July 31, 2026.

Leases

We recognize right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on 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 lease.

Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. We use our incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancellable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. We had a short-term lease related to lab and office facilities which did not meet the criteria for capitalization during the three months ended July 31, 2026 and 2025, as well as during the fiscal year ended October 31, 2025.

Equity-Based Compensation

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

Emerging Growth Company (“EGC”) Accounting Election

Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-EGCs. Following the completion of 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 the extended transition period for complying with new or revised accounting standards available to EGCs.

Recent Accounting Pronouncements

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

BUSINESS

Overview

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

Uranium, as a chemical element, exists as different isotopes, which have different atomic masses due to varying numbers of neutrons in their nuclei.  Natural 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 is the mechanical process (traditionally through the use of high-speed gas centrifuges) of separating these isotopes by weight to increase the concentration of U-235 to the levels required to sustain a nuclear chain reaction (typically 3% to 5% for commercial power reactors, or up to 20% for HALEU). Enriched uranium is a key component used in the manufacture of nuclear fuel for commercial nuclear power reactors and other nuclear energy applications. Due to increasing global demand for nuclear energy and the U.S. and other nations’ focus on next generation nuclear power technologies, the development and expansion of nuclear reactors are expected to continue. As new nuclear reactors are designed, constructed, and brought into operation, demand for nuclear fuel, including enriched uranium, is anticipated to increase accordingly.

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

In December 2025, we received the Radiological Material License from the State of Tennessee to start Phase 1 and Phase 2 of our development plan in our Oak Ridge Test Demonstration Facility. This Radiological Material License authorizes us to conduct certain laboratory-scale activities involving radioactive materials. A cylinder of UF₆ was delivered to our Oak Ridge Test Demonstration Facility in October 2026, and experiments are expected to begin before the end of 2026. Further, in October 2026, the NRC approved our SPPP for our Oak Ridge Test Demonstration Facility. 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 will take place in due course. The submitted SPPP described the proposed security procedures and controls for our Oak Ridge Test Demonstration Facility’s “closed area” to safeguard classified matter associated with CRISLA laser enrichment process, as described further below. The NRC has deemed the submitted SPPP to be in accordance with 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 assurance that we will adequately protect classified matter and sensitive information in our possession.

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

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

CRISLA utilizes lasers to selectively excite target isotopes within a controlled gas-flow environment, thereby enhancing the physicochemical differences between the target isotope and non-excited isotopes and enabling efficient separation. A patent application relating to CRISLA process was filed with the USPTO in 2014 and a patent issued therefrom in June 2019. In July 2023, the CRISLA Patent was assigned to 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, we have not generated any revenues. We have incurred and accumulated net losses of $65,418,743 since our inception on December 31, 2021 through July 31, 2026.

Our Development Phases

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

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

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

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

Phase 4 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 a planned production capacity of approximately 5.0 million SWU per year.

A SWU is a measure of effort required to enrich natural uranium into reactor-grade fuel, and to strip the tails (the by-product of 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 energy, but rather a mass-based measure of separation capacity and fuel processing cost to which value is attributed in the marketplace.

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

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

The above timelines are estimates only and are subject to change based on a variety of factors, including the availability of funding, technical progress, regulatory requirements, and other circumstances, many of which may be beyond our control. The timing, production capacity, and scale of the Pilot Plant and the LEU-3 Facility are based on our current development plans and are subject to substantial risks and uncertainties, including technological, regulatory, financing, construction, operational, and market-related factors. Accordingly, there can be no assurance that these facilities will be completed on the anticipated timelines, achieve the expected production capacities, or commence operations as currently planned.

Based on our current expectations regarding industry developments and projected demand for nuclear fuel, our development plan is intended to position us to participate in the nuclear fuel market as additional nuclear generation capacity and related fuel requirements emerge. Our ability to achieve the milestones set forth in our development timeline will depend on numerous factors, including the successful development and demonstration of our technology, the availability of financing, the receipt of required regulatory approvals and licenses, construction progress, market conditions, and similar or other factors both within and outside of our control. We are currently conducting laboratory testing and other research and development activities relating to our laser enrichment technology. In parallel, we are evaluating and planning potential scale-up and commercialization activities, including preliminary engineering and design work for our LEU-3 Facility and the preparation of documentation that may be required in connection with future licensing activities with the NRC. However, there can be no assurance that we will successfully develop, license, or commercialize our technology, or that we will achieve our anticipated development milestones on the timelines currently contemplated.

Our Vision, Government Support and Market Opportunity

Our Vision

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

Government Support

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

Participation in DOE’s LEU Acquisition Program

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

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

In connection with the foregoing, in April 2025, the DOE’s Idaho Operations Office awarded us a time-and-materials task order under the IDIQ contract, with a total ceiling of $515,000, for the preparation of a Production Strategy Report addressing various aspects of the production of LEU in the United States. The report was required to be delivered within one month of award, with the balance of the one-year performance period available for updates, refinements and follow-on analyses at the DOE’s direction. The task order did not involve the construction or operation of any enrichment facility. We submitted the report and concluded our work under the task order in 2025. As of July 31, 2026, our account receivables from DOE for the work we have done was $181,042.

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

Incentives from the State of Tennessee

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

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

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

On January 15, 2025, we were awarded a Phase I Small Business Innovation Research (SBIR) contract (Contract No. FA864925P0078) by the U.S. Department of the Air Force, administered through AFWERX, a component of the AFRL, under a topic relating to nuclear fuel supply chain security. The award is a firm-fixed-price federal procurement contract, fully funded in the total amount of $74,866, under which we agreed to perform Phase I research relating to our CRISLA enrichment process and to prepare and deliver a preliminary technical report and a final technical report, subject to AFRL acceptance before payment. The contract contains customary federal terms, including performance and reporting requirements, SBIR program eligibility conditions, provisions governing rights in technical data generated under the award, and stop-work and termination provisions. The award funds research and development activities only; it does not obligate the government to fund any future phase, procurement or commercial deployment, and does not constitute a commitment by the U.S. Department of the Air Force or any other U.S. government agency to procure our technology or to award us any future contract. We are responsible for all costs beyond the funded amount. Participation in the SBIR program may help position us to compete for future government research or procurement opportunities, although we can provide no assurance that any such opportunities will result.

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

Our belief that we are not currently dependent on government funding is based primarily on the fact that our existing operations and currently planned research and development activities are funded through our existing cash resources and other available sources of capital, rather than through government grants or incentives. Based on our current development plan and timelines for Phase 1 and Phase 2, we believe that our existing cash resources may be sufficient to support a scaled and prioritized subset of activities associated with research and development activities through Phase 1 and Phase 2 of our development plan. That is, we may advance certain development efforts while deferring or sequencing other discretionary activities based on available resources. The other activities contemplated under Phase 1 and Phase 2 of our development plan, and the development and commercialization of our technology and products, particularly the development, licensing, construction and operation of commercial-scale enrichment facilities contemplated by Phase 3 and Phase 4 of our development plan, will require substantial additional capital.

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

Our Market Opportunity

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

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

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

According to the UxC report, the growing global energy demand and shift toward low-carbon energy sources are driving the need for nuclear power generation. Nuclear reactors require a steady supply of enriched uranium for fuel, and expansions in existing reactors, along with new reactor constructions, are increasing uranium enrichment requirements. Governments and private players are investing in nuclear infrastructure to ensure energy security and reduce carbon emissions. This rising demand for nuclear power directly fuels the uranium enrichment market, as both LEU and HEU are essential for reactor operations. According to the World Nuclear Association, in 2024, nuclear reactors worldwide generated a record-breaking 2,667 TWh of electricity, the highest ever delivered by nuclear energy, helping avoid 2.1 billion tons of CO2 emissions from coal generation equivalents.

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

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

Relationship with NANO Nuclear

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

Following a $2 million investment 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 shares of our common stock from us, on November 4, 2024, we entered into an agreement with NANO Nuclear to memorialize the terms of our business collaboration. On September 8, 2026, given the passage of time and the evolution of our and NANO Nuclear’s respective businesses, we amended and restated such agreement in its entirety, titling the agreement as a Joint Collaboration Agreement. Our Joint Collaboration Agreement is a framework for our current and proposed future work with NANO Nuclear and provides, among other matters, that (i) NANO Nuclear will work towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆ feedstock for our envisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched and deconverted UF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal “preferred customer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to enter into a future arrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by NANO Nuclear and enriched and deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final sales price of such uranium products sold to customers shall be determined based on all costs and services related to conversion, enrichment, and deconversion. NANO Nuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance with its enrichment and deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage split and other relevant 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 contemplated integrated fuel supply chain, particularly in the areas where there is an overlapping benefit to both companies, including joint marketing and sales efforts, and to allocate the costs on a case-by-case basis through mutual agreements in writing in accordance with needs of the specific projects or activities involved and the proportional benefit to each of them and (ii) share in any jointly developed intellectual property arising from the efforts of the parties. As of the date of this prospectus, we and NANO Nuclear have not yet entered into any definitive agreement regarding the foregoing commercial terms. The terms and timing of such agreement remain subject to the appropriate evolution of the businesses of our company and NANO Nuclear (such that each party could fulfill its obligations), and further future discussions and negotiations between the parties, including with respect to the applicable profit-sharing arrangements, pricing, allocation of costs and expenses, responsibilities of the parties, and other commercial terms. The execution of such agreement will also depend on the progress and results of the parties’ technical and commercial development activities and, as applicable, the satisfaction of relevant regulatory and other requirements. Accordingly, there can be no assurance that the parties will enter into such agreement on the terms currently contemplated, or at all. See “Business – Material Agreements” and “Risk Factor - We may not be able to enter into the contemplated sharing proceeds definitive agreement with NANO Nuclear, which could adversely affect our ability to realize the anticipated commercial benefits of our partnership with NANO Nuclear” for detail.

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

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

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

Our Competitive Strengths

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

Compared to Centrifuges

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

Compared to other Laser Enrichment Processes

Laser enrichment of uranium has been studied for over 50 years, with research conducted by approximately numerous countries, including but not limited to, the United States, France, Japan, Russia, Germany, South Africa, Brazil, and South Korea. To date, none of these efforts have resulted in commercial operations, primarily due to technical and scaling challenges. Although we believe our CRISLA process incorporates design characteristics that may address or mitigate certain technical challenges encountered by prior laser enrichment approaches, we are an early development stage company, and our laser enrichment technology has not yet been commercialized. Significant additional research and development, testing and validation, regulatory review and approvals, facility design and construction, and substantial capital expenditures will be required before any commercial-scale enrichment operations can be achieved. We have not yet demonstrated that our CRISLA process can achieve the technical performance, reliability, scalability or cost efficiency required for commercial deployment, and successful results at laboratory or pilot scale, if achieved, may not be predictive of commercial-scale performance. There can be no assurance that we will successfully develop, scale or commercialize our CRISLA process or that we will be able to obtain the substantial additional capital required to implement our development plan.

Our CRISLA process excites a different UF₆ vibrational mode (3ʋ₃), enabling intra-cavity separation and high photon utilization without pulsed lasers or complex wavelength conversion. The continuous-wave architecture reduces active components, increases reliability, shortens repair times, and allows scalable, industrial enrichment. Accordingly, it offers a simplified, industrially applicable approach compared with prior laser enrichment methods, including AVLIS and MLIS.

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

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

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

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

Schematic 1: Adiabatic expansion of a UF₆ gas mixture through a supersonic nozzle

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

Schematic 2: The complexity and challenges with traditional 16µm MLIS

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

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

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

Our 5.3 µm CRISLA system is designed with a simplified architecture relative to certain MLIS configurations. The laser systems operate at lower pressures and do not rely on pulsed CO₂ laser systems. Instead, the process targets a different vibrational mode of UF₆ (the 3ν₃ mode), which requires operation at an alternative wavelength and the use of a different class of laser. These design characteristics are intended to enable a more streamlined laser architecture, as illustrated in Schematic 3 below.

Schematic 3: Lower complexity CRISLA system

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

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

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

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

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

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

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

Our Challenges

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

Our Growth Strategies

Our growth strategy is focused on the development of our technology for potential application in the production and sale of enriched uranium for use in the nuclear power industry. If successfully developed and commercialized, such products could contribute to broader efforts to diversify nuclear fuel supply sources in the United States; however, there can be no assurance that we will achieve such outcomes or that our activities will have any impact on domestic supply chains.

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

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

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

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

Our LIST Technology

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

CRISLA Process

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

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

The CRISLA Patent protection safeguards our CRISLA process in several practical and defensible ways. First, this patent provides a basis for exclusivity by granting us the right, in applicable jurisdictions, to exclude others from making, using or selling processes and apparatus that fall within the scope of this patent. This may create barriers to entry by limiting the ability of third parties to replicate or closely approximate key aspects of the core separation configuration and operating concepts. Second, the CRISLA Patent protects the enabling process architecture itself, not merely peripheral components. By covering the integration of laser selectivity with condensation-repression harvesting in a free-jet environment, the CRISLA Patent is intended to protect the core concept of the technology, with the mechanism that transforming isotope selectivity into scalable enrichment performance.

Other Proprietary Processes and Systems

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

Laser gas mixes refer to the optimization of different gas components in the laser gas mix. The primary components are helium (approximately 80%), nitrogen (approximately 10%), and carbon monoxide (approximately 10%). In addition, trace gases are typically introduced to facilitate the recombination of carbon and oxygen species and to enhance overall system stability.

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

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

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

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

The Nuclear Fuel Cycle

The nuclear 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. These steps include mining, milling, conversion, enrichment, and fuel fabrication. The back end ensures that the used nuclear fuel is safely managed, recycled, or disposed of. These steps include fuel storage, recycling, and waste disposal.

Please refer to the diagram below for the nuclear fuel cycle:

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

Our Proposed Business Line - Laser Enrichment of Uranium

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

In 1993, the CRISLA process demonstrated an enrichment factor of 6.7, which is much higher than that typically achieved by conventional gas centrifuge technologies. This higher enrichment factor indicates that fewer stages may be required to achieve the enrichment for LEU, as compared to the multiple stages generally required in centrifuge-based enrichment processes.

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

High-Level Descriptions of Technology Readiness Levels

The 2025 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 satisfied. Our goal is to achieve a TRL-5, laboratory and bench scale system validation in a relevant environment in the near term, and eventually TRL-9, the actual system operated over the full range of expected conditions.

Our Development Phases

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

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

A SWU is a measure of effort required to enrich natural uranium into reactor-grade fuel, and to strip the tails (the by-product of 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 energy, but rather a mass-based measure of separation capacity and fuel processing cost to which value is attributed in the marketplace.

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

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

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

Picture 1: Laser that will be used in Phase 1.

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

Picture 3 – Industrial Pumps for Phase 1 Testing

Our current corporate plan is to use the Oak Ridge Test Demonstration Facility for Phase 1 and Phase 2 enrichment testing and optimization under the Radiological Material 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 LEU-3 Facility. Site evaluation, design maturation, and nuclear-grade construction will be conducted in a phased, stage-gated manner, subject to obtaining the necessary financing, regulatory approvals, permits, and other required authorizations. For the development of 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), next to the historic K-25 uranium enrichment site where the world’s first uranium enrichment operations were conducted for the Manhattan Project in 1942-1945. We expect to build our first uranium enrichment commercial facility on the LIST Island named the “LEU-3 Facility.” Before building our LEU-3 Facility, we intend to construct the Pilot Plant on LIST Island, designed to produce approximately 50 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 different meanings: Low Enriched Uranium, Laser Enrichment of Uranium, and the initials of our three co-founders Liebenberg, Eerkens and U (Mr. Yu). Our project name is known as “Project FUEL,” which is short for Future Uranium Enrichment with Lasers. Our Project FUEL will be performed in the LEU-3 Facility as announced in January 2026. Subject to obtaining the necessary financing, regulatory approvals, permits, and other required authorizations, we currently plan to develop and construct our LEU-3 Facility on the LIST Island, with a target commencement of operations in or around 2033. Our LEU-3 Facility is expected to produce approximately 500 metric tons of LEU per year in or around 2033, with a planned production capacity of approximately 5.0 million SWU per year. We currently estimate that the total capital investment required for the facility will be approximately $1.38 billion. If developed as currently contemplated, we anticipate that this facility could create more than 200 direct jobs. However, the timing, cost, scope, and ultimate development of this facility are subject to significant uncertainties, including technological, regulatory, financial, market, and operational factors, and there can be no assurance that this facility will be completed on the anticipated timeline, within the estimated budget, or at all.

Participation in the DOE LEU Acquisition Program

In December 2024, we and our partner NANO Nuclear were selected by the DOE to participate as one of six contract awardees in the DOE’s Low-Enriched Uranium Enrichment Acquisition Program (“LEU Acquisition Program”). Under the contract awarded to us, we were selected as the prime contractor, with NANO Nuclear, a related party, as the key subcontractor bringing its technical and regulatory expertise in advanced nuclear solutions to the collaboration. We will oversee the development of the primary uranium enrichment processes using our laser technology, while NANO Nuclear will contribute towards development in the areas of conversion, deconversion, fuel fabrication, and fuel transportation. The total overall amount appropriated under the LEU Acquisition Program across all six contract awardees is anticipated 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 that participation in the $3.4 billion LEU Acquisition Program provides technical validation and potential federal contracts to support our operations.

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

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

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

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

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

Competition

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

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

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

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

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

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

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

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

Moreover, alternative fuel cycle strategies, including the use of different reactor technologies, lower enrichment requirements, recycled fuel, or other non-enrichment-based approaches, as well as shifts in energy policy or demand for nuclear power, could reduce the size of the addressable market for our anticipated product offerings or adversely affect the timing of market adoption. Any of the foregoing factors could materially and adversely affect our ability to compete effectively, achieve commercialization, or realize our business objectives.

CRISLA competitive positioning and differentiation

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

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

Competitive landscape for uranium enrichment

The uranium enrichment market is characterized by a small number of large-scale, highly regulated suppliers, extended customer qualification cycles, and procurement processes that emphasize security of supply, regulatory compliance, and operational reliability. Currently, the dominant commercial enrichment approach remains gas centrifuge technology, supported by decades of operational experience, established licensing precedents, and mature supply chains for equipment, maintenance, and cylinder handling. Incumbent suppliers typically maintain long-term customer relationships and existing contractual arrangements, and generally compete on pricing, delivery assurance, and the ability to provide multi-year supply commitments across a range of assays and product forms.

In addition to established centrifuge suppliers, the competitive landscape includes companies developing advanced enrichment technologies, such as laser-based processes and other novel approaches. These technologies are designed to improve economic efficiency, reduce facility footprint, and potentially accelerate construction and deployment timelines. However, such technologies must demonstrate consistent, scalable performance and satisfy stringent regulatory, safety, and international safeguards requirements before they are broadly accepted by customers as a reliable source of commercial supply. As a result, competition in the enrichment market depends not only on technological capability, but also on execution, including the ability to achieve key technical and regulatory milestones, obtain and maintain necessary licenses and approvals, develop a licensable and financeable facility design, and implement quality assurance programs that meet applicable nuclear industry standards.

Furthermore, alternative fuel cycle strategies, evolving reactor technologies, changes in enrichment demand (including demand for HALEU), and broader energy policy developments may impact market dynamics and competitive positioning. These factors, individually or collectively, may affect the size, timing, and accessibility of the addressable market and could materially and adversely impact our ability to compete effectively or achieve our business objectives.

Competitive factors that influence customer adoption

Customer adoption in enrichment markets is shaped by factors that extend beyond technical merit. Fuel purchasers typically require confidence in long-term delivery performance, clear regulatory standing, and a robust quality and security program. For new capacity, customers will evaluate the credibility of the development roadmap, demonstrated plant operability, and the supplier’s ability to execute construction, commissioning, and production ramp-up on schedule. They will also assess commercial terms, including contracting flexibility, pricing structure, and the ability to support secure logistics and cylinder management across the supply chain.

In this environment, our competitive approach is to pair technology differentiation with an execution framework that emphasizes phased demonstrations, disciplined risk reduction, and early engagement with regulators, customers, and strategic partners. By demonstrating performance at increasing scale and aligning facility design with licensable standards, we aim to compete not only as a technology developer, but as a reliable long-term supplier capable of supporting domestic and allied fuel-cycle needs.

Intellectual Property

Our business is dependent on a combination of trademarks, patents, domain names, trade secrets and other proprietary rights in order to protect our intellectual property (“IP”) rights.

As of the date of this prospectus, we have five trademark applications pending USPTO’s approval, one issued patent (CRISLA Patent: USPTO Patent No. 10,319,486), and two domain names (cyclopslasertech.com and laseristech.com).

Our core competitive advantage is grounded in our issued CRISLA Patent protecting the CRISLA process and its associated apparatus. The CRISLA Patent issued on June 11, 2019, and was based on a non-provisional application filed on March 12, 2014. The CRISLA Patent is expected to expire on February 2, 2037. The inventions claimed in the CRISLA Patent were invented by Dr. Jeff W. Eerkens and subsequently assigned to CRISLA, Inc. in July 2023 (which became our subsidiary in August 2023). In March 2024, it was further assigned from our subsidiary CRISLA, Inc. to LIST. The CRISLA Patent discloses and protects the essential CRISLA process architecture and covers our fundamental process mechanisms that enable laser-driven isotope selectivity to be converted into a physical separation outcome, including by laser-assisted suppression of condensation and dimerization within supersonic free-jet separation equipment.

Beyond our existing CRISLA Patent, we intend to protect improvements and future developments through a layered IP strategy. Certain operational know-how, such as process tuning, performance optimization, manufacturing methods, control algorithms, and scaling methodologies, is expected to be maintained as confidential trade secrets, which may extend our competitive advantages beyond the term of any patent, although such protections may be more limited than patent rights and subject to risks of unauthorized disclosure or independent development by third parties. Where applicable, sensitive technical data subject to government, customer, or export-control requirements is expected to be handled as classified or controlled information in accordance with applicable laws and contractual obligations, with strict access controls, secure repositories, and disciplined distribution protocols. In addition, we expect to pursue selective patent protection for certain developments where public disclosure is considered strategically appropriate, including in circumstances where patent protection may help deter potential competitors. At the same time, we intend to retain certain detailed implementation knowledge as trade secrets where we believe such an approach provides a more effective means of protection. Beyond patents and trade secrets, we seek to protect the company’s brand and commercial identity through trademark rights. Our trademark strategy works alongside our broader confidentiality and information-protection practices to help safeguard the company’s intellectual property and preserve the value of its brand and other commercial assets.

To sustain and defend this position, we intend to maintain a structured IP governance and enforcement framework. This includes formal invention disclosure processes, confidentiality and assignment agreements with employees and third parties, controlled access to proprietary information, and monitoring of relevant patent filings and technical publications. We believe these measures, together with our patent portfolio, are designed to support our ability to protect our proprietary technology and facilitate its commercialization. However, there can be no assurance that such measures will be effective in preventing unauthorized use or disclosure, or that our IP rights will provide a meaningful competitive advantage.

In addition to our formal IP protections, we seek to reinforce our IP position through contractual and operational controls embedded in our business practices. Our employees, contractors, consultants and certain collaborators are generally subject to confidentiality, non-disclosure and invention assignment agreements that are intended to clarify ownership of intellectual property developed in the course of their engagement and to provide that such developments are assigned to us, to the extent permitted by applicable law. These agreements are typically structured to survive the termination of employment or contractual relationships and are intended to protect our proprietary information, know-how and related developments over time. However, we cannot assure you that these agreements will be effective in preventing unauthorized use or disclosure of our intellectual property or that they will not be challenged or circumvented.

For partnerships, sponsored projects, and collaborative engagements, including those with government entities, national laboratories, suppliers, and strategic industry partners, we generally employ carefully negotiated IP provisions intended to preserve our ownership of core technology while enabling controlled collaboration. These agreements are typically structured to define background intellectual property, jointly developed intellectual property, and permitted usage rights, and to impose restrictions on disclosure, sublicensing, and reverse engineering. Where work is funded by government or customer programs, we seek to align contractual terms with applicable statutes and regulations, while maintaining protection over commercially enabling intellectual property, trade secrets, and system-level architecture. Collectively, these agreements, frameworks, and contractual mechanisms are designed to complement our patents and trade secrets by embedding intellectual property protection into the legal and operational structure of our ongoing and future activities.

Insurance

We currently maintain director and officer liability insurance, workers’ compensation insurance, and general liability and property insurance for our operations in the U.S. We do not carry key-man life insurance or business interruption insurance. Even if we purchase these kinds of insurance, the insurance may not fully protect us from relevant claims that may occur in future. We believe our current coverage is adequate for our present stage of operations; however, we may seek additional coverage as our business develops and our risk profile evolves.

Research and Development

We are currently in the research and development (“R&D”) phase of our business. As of September 30, 2026, we had a team of 13 employees engaged in R&D activities. Of these employees, 11 held at least a bachelor’s degree, including eight who held a master’s degree or higher, six of whom held doctoral degrees. Our R&D team members have an average of approximately 28 years of relevant work experience. Since our inception, our R&D team has devoted approximately three years to the R&D of our LIST technology on our Oak Ridge Test Demonstration Facility, with efforts focused on advancing our LIST technology from laboratory-scale testing toward engineering-scale applications and, ultimately, potential commercial deployment. We have invested over an aggregate of approximately $10.7 million on R&D related to our LIST technology from our inception to July 31, 2026.

In our Oak Ridge Test Demonstration Facility, we are currently performing experiments in two Phases (Phase 1 and Phase 2) of the four overall development Phases as described below.

Phase 1 Objectives

Phase 1 Description

In 1993, Cameco Corporation (“Cameco”) performed experiments to enrich UF6 using the two lasers that LIST currently owns. The experiments showed positive results with respect to the separation factor and yield of enriched product. We will replicate these experiments, with some modifications and upgrades. For example, the 1993 demonstration utilized a batch-process separator system, whereas our planned enrichment process is designed to employ a continuous-operation separator system. The upgraded separator has been designed to support continuous operation and incorporates modifications intended to enhance operational efficiency relative to the separator used in the 1993 demonstration. In addition, as described below, the laser systems have been refurbished and upgraded as part of our ongoing R&D efforts to improve their operational capabilities and reliability.

Picture 4: Separation Chamber used to separate UF6 into product and tails

Our Oak Ridge Test Demonstration Facility covering approximately 14,000 square feet in Oak Ridge, Tennessee (which is located in the same building owned by NANO Nuclear, from which we lease our headquarters space) was the former badging office for the Oak Ridge Gaseous Diffusion Enrichment Facility (K25). Equipment has been procured, designed, and manufactured, and is currently being integrated and tested in this facility. We plan to initially use the same proven legacy lasers used in 1987-1993 demonstrations, which required refurbishment (i.e., new optics, power supplies, seals, laser metrology). As of May 30, 2026, the legacy lasers have been restored to a fully operational condition and are currently ready for enrichment testing. We have also started the development of a LIST-owned laser system with Starfire Industries, who is following a phased development approach of prototyping, scaling and industrialization. In addition, as part of our risk mitigation strategy and to establish an alternative to our existing legacy laser systems and reliance on our third-party contractors, we have purchased two powerful pre-owned CO2 lasers and we are in the process of converting them to CO lasers to suit our application. These lasers are commercial off-the-shelf (COTS) turn-key lasers that, after modification, are potentially capable of being integrated into our scaled process. Phase 1 will be performed under the Radiological Material License issued by the State of Tennessee on December 22, 2025.

Picture 5 - Upgraded Utilities for Phase 1 Testing

Phase 1 Proposed Results

As of the date of this prospectus, we have commenced activities relating to Phase 1. Our Phase 1 activities currently include laboratory-scale testing and optimization of CRISLA enrichment parameters.

By the end of Phase 1, the basic technological components are expected to be integrated so that the system configuration matches the future configuration of our commercial LEU-3 Facility. Supporting information is expected to include results from the laboratory-scale testing, analysis of the differences between the laboratory and eventual operating system/environment.

Phase 1 activities are intended to demonstrate and optimize the CRISLA process and to generate data to support the development of scaling parameters for the laser systems, separator system, and related subsystems. Following the completion of Phase 1, our Oak Ridge Test Demonstration Facility is expected to be upgraded to support Phase 2 objectives.

Phase 2 Objectives

The primary objective in Phase 2 is to continue LEU (and LEU+/HALEU) enrichment testing under the Radiological Material License, but with industrially scaled equipment. The gas handling room is expected to be extended outside the building to accommodate additional vacuum pumps for the UF₆ gas handling system. An area inside the main laboratory will be used for the Phase 2 demonstration, subject to certain modifications. We intend to utilize two next-generation scaled CO laser systems being developed by a third-party contractor exclusively for our use, and may also utilize the industrial COTS lasers (modified) as described above. The separator and UF6 gas handling system are also expected to be further scaled and adapted toward industrial-scale operation. The two laser and separator systems are intended to operate in tandem, consistent with the configuration envisioned for the final enrichment facility design.

At the 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 independent third-party appraiser. TRL 7 generally refers to a system prototype demonstration in a relevant environment. At that stage, we expect the final design of the laser and separator systems and subsystems to be substantially complete. This milestone is intended to demonstrate the potential scalability of our LIST technology and its ability to operate at or near continuous duty cycle conditions, with continuous separation between product and tails streams, as contrasted with batch-mode operation.

Data generated from Phase 2 activities are expected to be used to refine projected economic parameters for a future enrichment facility and to further inform and de-risk the performance of supporting equipment.

Phase 2 Proposed Results

As of the date of this prospectus, we have commenced activities and experimental testing of industrial-scale equipment for Phase 2, temporarily in our existing Oak Ridge Test Demonstration Facility. Our Phase 2 activities currently relate to the scaling of some hardware components and the renovation of the 150 Americus Property intended to house some of our Phase 2 operations. In September 2026, we converted an industrial CO2 laser to a CO laser, which is to be used in our Phase 2 testing. We anticipate relocating some of our Phase 2 operations to the 150 Americus Property upon completion of the planned renovations, specifically to further de-risk and industrialize the UF₆ gas handling system, and to manufacture sensitive parts of the separator in a classified machine shop inside the 150 Americus Property.

Phase 2 is intended to evaluate the feasibility of the enrichment process using scaled equipment in a relevant environment and to generate data that may be used to inform the development of economic parameters for the LEU-3 Facility. Phase 2 is also intended to support assessment of technical risks and system performance as development progresses; however, the extent to which such risks are reduced or mitigated will depend on the results of testing and demonstration activities.

As of the date of this prospectus, experimental testing of industrial-scale equipment has not yet commenced at Phase 2. We expect that, upon completion of Phase 2, the CRISLA technology may reach TRL7, subject to independent third-party assessment. TRL 7 generally refers to a prototype system demonstration in a relevant environment, which in this context may include demonstration of laser and separator system subsystems at a representative scale and operating condition.

Phase 3 Preliminary Activities

We have also commenced certain preliminary activities relating to Phase 3; however, we have not yet commenced any research and development, experimental or testing activities related to Phase 3. Our Phase 3 activities are currently limited to preparatory work, including preparations for the applicable licensing and regulatory processes, site environmental characterization, and the conceptual design work for our planned LEU-3 Facility. These preliminary activities do not constitute the commencement of construction or commercial operations of the LEU-3 Facility. We will not commence any construction or commercial operations in Phase 3 until we receive a license from the NRC to construct and operate the LEU-3 Facility.

Human Capital Resources

As of September 30, 2026, we had 29 full-time employees and 18 independent contractors, with an aggregate of 32 advanced degrees across our team, including 16 master’s degrees in fields such as engineering and science, and 16 PhDs.

The following table provides a breakdown of our staff by function as of September 30, 2026.

We have a seasoned leadership team with approximately 200 years of combined experience in the nuclear industry. In addition, we have hired several experts with experience in the uranium enrichment business, which is a specialized segment of the nuclear industry. Our management team places significant attention on matters concerning our human capital assets, particularly on the specific industry and technical knowledge that are required to implement our laser enrichment business plan. Accordingly, we regularly review staff development and succession plans across our key functions to identify, cultivate, and maintain a pipeline of talent critical to our operations and long-term objectives.

We believe we offer our staff competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team. Our staff are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with our staff and to date, we have not experienced any labor disputes.

Description of Properties

Property We Lease

Our corporate headquarters are located at 203 Victorius Blvd E, Oak Ridge, Tennessee, within the K-1330 building on the historic K-25 site. We lease 7,000 square feet in this building for $7,000 per month from NANO Nuclear, a related party, under a lease agreement. The lease has a term of 10 years, commencing from September 2, 2024 and ending on September 1, 2034. The space houses our principal executive offices. We also have access to an additional approximately 7,000 square feet of space in this building which houses our laser enrichment research and development laboratory and serves as our Oak Ridge Test Demonstration Facility for our CRISLA laser enrichment process. In December 2025, we received the Radiological Material License from the State of Tennessee for this facility, which permits us to procure UF₆ feedstock and to conduct research, development and optimization activities at the site. Further, in October 2026, 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 will take place in due course.

Property We Own

LIST Island

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 January 2026, we acquired the LIST Island (formerly known as Duct Island), located adjacent to the historic K-25 uranium enrichment site where the world’s first uranium enrichment operations were conducted for the Manhattan Project in 1942-1945 in Oak Ridge, Tennessee. The site comprises approximately 206 acres and is classified as a brownfield property, having been previously used for industrial purposes.

Our corporate plan anticipates expanding the Oak Ridge Test Demonstration Facility to the proposed LEU-3 Facility, a licensed commercial enrichment facility to be situated on the LIST Island, for Phase 3 and Phase 4 in the future, with site evaluation, design maturation, and nuclear-grade construction treated as phase-gated activities aligned to readiness and regulatory milestones. LEU-3 has three different meanings: Low Enriched Uranium, Laser Enrichment of Uranium, and the initials of our three co-founders Liebenberg, Eerkens and U (Mr. Yu). Our project name will be known as “Project FUEL,” which is short for Future Uranium Enrichment with Lasers. Our Project FUEL will be performed in the proposed LEU-3 Facility as announced in January 2026. Subject to obtaining the necessary financing, regulatory approvals, permits, and other required authorizations, we currently plan to develop and construct our LEU-3 Facility on the LIST Island, with a target commencement of operations in or around 2033.

Before building our LEU-3 Facility, we intend to construct the Pilot Plant designed to produce approximately 50 metric tons of LEU per year in or around 2030, with a planned production capacity of approximately 0.5 million SWU per year. Subject to the successful development of our technology, the availability of financing, the receipt of required regulatory approvals and licenses, and the successful construction and operation of the Pilot Plant, we subsequently plan to develop our commercial LEU-3 Facility on the LIST Island which we currently own in Oak Ridge, Tennessee. Upon completion, the LEU-3 Facility is intended to become the first U.S.-origin commercial laser uranium enrichment plant in the world, supporting U.S. utilities, next-generation reactor developers while helping to reestablish a resilient domestic nuclear fuel supply chain.

We currently own and maintain several laboratory and technical assets on our Oak Ridge Test Demonstration Facility, including operational CO and CO₂ lasers, industrial vacuum pumps and chillers, optics and optical benches, a time-of-flight mass spectrometer, and metrology equipment such as wavelength meters, laser cameras, and power meters, among other instruments. These assets support our ongoing research, development, and operational activities at this site.

150 Americus Property

We also own a property located at 150 Americus Ave., Oak Ridge, Tennessee, covering approximately 38,000 square feet. We acquired this property in July 2026. The property currently includes a three-story building that was used as a general-purpose light-industrial commercial and office facility prior to our purchase. Subject to the completion of the necessary renovations, upgrades, and other improvements, we currently intend to use the building to support some of our Phase 2 operations. The planned renovations and upgrades are expected to commence in late 2026 and be completed in fall of 2027.

Material Agreements

Share Purchase Agreement between LIST and CRISLA, Inc

On June 22, 2023, we entered into a share purchase agreement with the existing shareholders of CRISLA Inc, to acquire all of the issued and outstanding shares of CRISLA Inc, a California corporation and proprietary developer of the CRISLA Patent. This acquisition was closed in August 2023 for consideration of $1,245,434.

The CRISLA Patent was originally invented by Dr. Jeff W. Eerkens and registered with the USPTO in June 2019, which was subsequently assigned to CRISLA, Inc. in July 2023. This CRISLA process has the potential for a vast range of applications, including uranium enrichment for nuclear fuel, the production of stable isotopes for medical and scientific research, and applications in quantum computing manufacturing for semiconductor technologies.

As a result of the acquisition, CRISLA Inc. became a wholly owned subsidiary of us, and thus the CRISLA Patent was integrated into our intellectual property portfolio.

Patent Assignment between LIST and CRISLA Inc.

On March 22, 2024, LIST entered into a worldwide patent assignment with CRISLA Inc., its wholly owned subsidiary, where CRISLA Inc. assigned the CRISLA Patent and all rights, title and interests related thereto to LIST.

On March 22, 2024, LIST submitted an application to the United States Patent and Trademark Office (“USPTO”) to record such assignment, which was subsequently recorded by the USPTO on March 22, 2024.

Upon the assignment recording of the CRISLA Patent, LIST is currently the record owner of the CRISLA Patent.

Joint Collaboration Agreement between LIST and NANO Nuclear.

Following a $2 million investment 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 shares of our common stock from us, on November 4, 2024, we entered into an agreement with NANO Nuclear to memorialize the terms of our business collaboration. On September 8, 2026, given the passage of time and the evolution of our and NANO Nuclear’s respective businesses, we amended and restated such agreement in its entirety, titling the agreement as a Joint Collaboration Agreement.

Our Joint Collaboration Agreement is a framework for our current and proposed future work with NANO Nuclear and provides, among other matters, that (i) NANO Nuclear will work towards developing the necessary uranium conversion facilities and capabilities to supply us with UF₆ feedstock for our envisioned enrichment and deconversion processes; (ii) we will provide NANO Nuclear with EUP in the form of enriched and deconverted UF₆ fuel based on the feedstock provided by NANO Nuclear; (iii) we and NANO Nuclear will maintain reciprocal “preferred customer” status for UF₆ feedstock and EUPs, respectively; and (iv) we and NANO Nuclear will seek to enter into a future arrangement regarding the sale of uranium products produced based on UF₆ feedstock that is provided by NANO Nuclear and enriched and deconverted by LIST. Subject to the execution of a definitive agreement between the parties, the final sales price of such uranium products sold to customers shall be determined based on all costs and services related to conversion, enrichment, and deconversion. NANO Nuclear will be paid in accordance with UF₆ feedstock provided to LIST, and LIST will be paid in accordance with its enrichment and deconversion services. The terms of sharing proceeds from the sale of such uranium products, including the percentage split and other relevant 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 contemplated integrated fuel supply chain, particularly in the areas where there is an overlapping benefit to both companies, including joint marketing and sales efforts, and to allocate the costs on a case-by-case basis through mutual agreements in writing in accordance with needs of the specific projects or activities involved and the proportional benefit to each of them and (ii) share in any jointly developed intellectual property arising from the efforts of the parties. As of the date of this prospectus, we and NANO Nuclear have not yet entered into any definitive agreement regarding the foregoing commercial terms. The terms and timing of such agreement remain subject to the appropriate evolution of the businesses of our company and NANO Nuclear (such that each party could fulfill its obligations), and further future discussions and negotiations between the parties, including with respect to the applicable profit-sharing arrangements, pricing, allocation of costs and expenses, responsibilities of the parties, and other commercial terms. The execution of such agreement will also depend on the progress and results of the parties’ technical and commercial development activities and, as applicable, the satisfaction of relevant regulatory and other requirements. Accordingly, there can be no assurance that the parties will enter into such agreement on the terms currently contemplated, or at all.

Under the Joint Collaboration Agreement, NANO Nuclear shall be a preferred customer of LIST for enriched and deconverted uranium EUPs, specifically for use in NANO Nuclear’s reactor systems. LIST shall be a preferred customer of NANO Nuclear for UF₆ feedstock, specifically for use in LIST’s enrichment facility or facilities. As used herein, preferred customer shall be entitled to the following benefits: (a) priority fulfillment of orders during periods of limited supply or production constraints; (b) favorable pricing terms compared to regular customers; and (c) any such other benefits as the Parties may determine from time to time and agree to in writing. Preferred customer status of a party may not be assigned, transferred, or delegated to any third party without the other party’s prior written consent, which may be withheld at such other party’s sole discretion. In addition, any intellectual 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 shall also collaborate on joint R&D initiatives that advance the technologies and capabilities of each of LIST and NANO Nuclear, particularly in the areas of fuel supply chain facilities and their integration into the envisioned nuclear fuel supply chain. Deconversion and fuel fabrication are downstream activities that occur after uranium enrichment.

The Joint Collaboration Agreement has a term of 15 years, commencing on November 4, 2024, unless terminated earlier by either party in accordance with the terms set forth in such agreement. Either party may terminate this Joint Collaboration Agreement upon thirty (30) days’ written notice to the other party if the other party is in material breach of its obligations under this Joint Collaboration Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof. Either party may terminate this Joint Collaboration Agreement at any time for any reason or no reason by providing the other party with at least ninety (90) days’ prior written notice of intent to terminate, unless the other party specifies an earlier termination date or, at its sole discretion, waives all or a portion of the notice period and accelerates the termination date.

Any dispute, controversy, or claim arising out of or relating to this Joint Collaboration Agreement, including any breach, termination, enforcement, interpretation or validity thereof, will first be subject to good-faith negotiation and, if not resolved, will be finally and bindingly resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with the arbitration seated and conducted in New York, New York, before a single neutral arbitrator appointed by the AAA.

Master Professional Services Agreement, Strategic Investment Agreement and Its Amendment between LIST and Starfire Industries LLC (“Starfire Industries”)

Master Professional Services Agreement

On July 2, 2025, we entered into a master professional services agreement (“MSA”) with Starfire Industries, a U.S.-based plasma and laser systems developer and manufacturer located in Illinois. The MSA serves as the framework for the parties to enter into one or more statements of work for the provision of professional supply services and ancillary services (“SIA Services”) by Starfire Industries to the U.S. in connection with the Laser Product (as defined below). In the event of a conflict between the MSA and a statement of work, the terms of the MSA shall prevail, unless the statement of work expressly references the specific provision in the MSA to be modified by the statement of work.

The MSA is effective as 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 with 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 we expressly request otherwise.

Strategic Investment Agreement and Its Amendment

On November 14, 2025 and March 24, 2026, we entered into a strategic investment agreement and an amendment to the strategic investment agreement (collectively, the “Starfire Agreements”), respectively, with Starfire Industries, a U.S.-based plasma and laser systems developer and manufacturer located in Illinois, for the development, production and supply of a customized laser product to be used in our CRISLA enrichment process (“Laser Product”).

Pursuant to the Starfire Agreements, we have agreed to issue to Starfire Industries 3,000,000 shares of our common stock (“Starfire Shares”) in consideration of the grant of the IP license and the provision of SIA Services by Starfire Industries to us, subject to a vesting schedule designed to align with our multi-year commercialization timeline and the SIA Services to be provided by Starfire Industries to us. The parties have agreed that the effective fair market value of the Starfire Shares is reduced by approximately 42.857% for a valuation of $6 million for tax purposes.

On March 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 $2.00, subject to a vesting schedule, automatic forfeiture under certain circumstances, and Starfire Industries’ continued compliance with the Starfire Agreements and other related agreements. Under the Starfire Agreements, 750,000 shares of our common stock vested on March 24, 2026, with (i) 750,000 shares vesting upon our written determination on the achievement of Milestone 1 (as defined below) on or before December 31, 2027, (ii) 750,000 shares vesting upon our written determination on the achievement of Milestone 2 (as defined below) on or before December 31, 2029, and (iii) 750,000 shares vesting upon our written determination on the achievement of Milestone 3 (as defined below) on or before December 31, 2031. All determinations of whether a milestone has been achieved shall be determined by our company in good faith. If any Milestone is not achieved on or prior to its applicable Milestone timeline, then any portion of the shares that would otherwise vest upon the achievement of such Milestone shall automatically and without further action be forfeited for no consideration. Upon any forfeiture of such shares, such shares shall be automatically and irrevocably cancelled and shall cease to be outstanding.

Milestone 1 means the following conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and MSA; and (2) the parties have successfully developed different prototype lasers and tested the performance of each prototype to identify the best candidate for further development.

Milestone 2 means the following conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and MSA; and (2) the parties have successfully scaled up one of the prototypes developed during Milestone 1, meeting the performance requirements set 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 following conditions have been satisfied: (1) Starfire Industries remains in compliance with each of the Starfire Agreements and MSA; and (2) the parties have used the third scaled laser (which was not integrated into our Oak Ridge Test Demonstration Facility) from Milestone 2 and have tested and validated such laser for scaled industrialization.

The Starfire Agreements supports our objective of establishing a domestic supply chain for CRISLA components. While alternative laser technologies capable of meeting our technical requirements exist, we believe that such alternatives are currently available only from non-U.S. suppliers, which may present additional considerations relating to procurement, export controls, and long-term supply stability. Accordingly, these agreements are intended to support the development and availability of domestically sourced solutions that are aligned with our operational and strategic objectives.

Master Services Agreement by and between LIST and Enveniam LLC (“Enveniam”)

On February 6, 2026, we entered into a master services agreement with Enveniam LLC (“Enveniam”), a joint venture limited liability company. Pursuant to this agreement, Enveniam agreed to become our vendor and project partner for the development of our LEU-3 Facility and provide a broad range of technical project integration services in support of our operations.

The responsibilities of Enveniam include but are not limited to project planning and control, procurement services with applicable quality programs (including NQA-1 compliance as needed), support for engagement with U.S. Government agencies on information and technology security protocols, development and review of functional and operational requirements for tests and demonstrations, site selection support, conceptual design and cost estimation, environmental reporting, integrated safety analyses, and license application preparation for review by the NRC. Enveniam will also develop strategies for specialty compliance programs meeting NRC and DOE requirements, ensure operational readiness through procedure and startup testing development, and provide consultation and briefings on technical, safety, and licensing matters.

In consideration of the services provided, we will reimburse Enveniam for all approved rates, expenses, materials, travel, and other costs on a cost-plus basis, with applicable markups. Fees payable under each statement of work are set forth therein.

This agreement contains customary confidentiality, data security, and indemnification covenants, as well as heightened intellectual property controls applicable to the contracting parties and any third parties involved in the performance of services. Execution of a non-disclosure agreement is a condition to the performance of services under this agreement.

This agreement commences on the date of execution and terminates on the later of the two-year anniversary of such date or the latest termination date set forth in any applicable statement of work. The agreement may be terminated prior to expiration by either party for cause, material breach, change of control, or insolvency, and by us immediately for misconduct, policy violations, or professional neglect. Individual statements of work may also be terminated early, subject to applicable notice and cure periods, with Enveniam entitled to payment for all work performed through the date of termination. Enveniam may not assign its rights or delegate its duties under the agreement without our prior written consent. This agreement is governed by the laws of the State of Tennessee.

Government Regulation

Nuclear Safety Regulatory Approval in the United States. For a uranium enrichment facility to be constructed and operated, a license application and supporting documentation needs to be prepared and submitted for review and approval by the NRC. The safety base for the facility is documented in an integrated safety analysis (ISA). An ISA is a systematic examination of the facility’s processes, equipment, structures, and personnel activities to ensure that all relevant hazards that could result in unacceptable consequences have been adequately evaluated, and appropriate protective measures have been identified. NRC-licensed uranium enrichment facilities are like chemical processing plants and ISA techniques that have been applied in the chemical industry are generally applicable. A document that contains a summary of the ISA will be submitted to the NRC with the license application for LIST.

The license application submitted to the NRC will also include (a) an overview of the site and processes; (b) the licensees organization, (c) the ISA methodology to be used, (d) a radiation protection program, (e) a nuclear criticality safety program; (f) a chemical process safety program; (g) a fire safety program; (h) an emergency management plan; (i) an environmental protection description; (j) a decommissioning funding plan; (k) a management measures program; (l) a material control and accounting plan ; and (m) a physical protection plan.

An environmental report detailing the potential impacts of the facility (and alternatives) will also be prepared and submitted to the NRC for review. We expect that the NRC will complete its review of our license application and environmental report within 18 months. We believe that the NRC review time can be compressed by submitting a high-quality application for a facility using proven technology and following guidance documents prepared by the NRC. Communication with the NRC during the pre-application period and during the review will help facilitate a successful licensing review.

Other Regulations. In addition to nuclear safety regulations, our enrichment facility is subject to other nuclear regulatory controls such as special nuclear material safeguards and non-proliferation restrictions. Other U.S. federal and state permits such as air quality, radiological material handling, stormwater management, liquid effluent controls, and building permits will be required. In addition, local permits during construction (for example soil runoff) will be obtained.

Export controls. Exports related to our enrichment facility and products are controlled by the NRC under applicable federal regulations. Enrichment facility equipment and components are under NRC’s export licensing authority as per Appendix F to 10 CFR Part 110. This includes items that are considered especially designed for uranium enrichment. Additionally, 10 CFR 110.9a states that export control of special nuclear material is also controlled by the NRC. The purpose of these controls is to prevent the unauthorized transfer of sensitive information that could adversely affect U.S. national security, nonproliferation objectives, and its unrestricted dissemination could reasonably be expected to harm the U.S. interests.

Legal Proceedings

We are not presently a party to any pending claims, lawsuits, or proceedings. From time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.

As we continue to grow and develop our products, we anticipate that we will expend significant financial and managerial resources in the defense of our products in the future. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties.

Corporate Information

We were originally incorporated under the laws of the province of British Columbia, Canada, on December 31, 2021. On September 27, 2023, we completed a corporate continuation and domestication from the Province of British Columbia, Canada, into the State of Nevada, USA. The domestication was effected in accordance with the applicable provisions of the Business Corporations Act (British Columbia) and the NRS. Upon the effectiveness of the domestication, we ceased to be governed by the laws of British Columbia and continued our existence as a Nevada corporation, and our affairs became governed by the laws of the State of Nevada. See “Corporate History and Structure.”

Our principal offices are currently located 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. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus. Unless otherwise stated, the business address for our executive officers and directors is that of our principal executive office at 203 Victorius Blvd E, K-1330, Oak Ridge, TN, 37830.

Jay Jiang Yu is our co-founder, and has been our Chairman and Director since December 2021 and our Chief Executive Officer since August 2025. Mr. Yu was also our President between December 2021 and July 2025. Mr. Yu is an American Entrepreneur with approximately 20 years of capital markets experience. He has advised numerous company executives on corporate advisory matters, including capital funding strategies, mergers and acquisitions, structured financing, corporate restructuring, and other business development services. Since 2022, Mr. Yu is the founder and chairman of NANO Nuclear (Nasdaq: NNE), the first vertically integrated advanced portable 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 of the highest TRL and patented advanced microreactors in development.  Mr. Yu has also been instrumental in our operating, fundraising and capital markets activities. Since 2015, Mr. Yu has served as Chief Executive Officer and Chairman of the Board of Directors of I Financial Ventures Group LLC, an investment holdings, corporate advisory and start-up consulting business that advises private and public companies. Earlier in his career, Mr. Yu worked 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 at the Borough of Manhattan Community College and has taken continuing education classes at Columbia University. In 2021, Mr. Yu was named one of the Outstanding 50 Asian Americans in Business, the highest award in the Asian American and Pacific Islander community.

Christo J. Liebenberg is our co-founder, and has been our President and Chief Technical Advisor since August 2025. Mr. Liebenberg was our Chief Executive Officer between September 2023 and July 2025 and was a consultant to us between February 2024 and November 2024. Mr. Liebenberg has over 30 years of experience in laser and optical systems, with a focus on Laser Isotope Separation of UF6, having been involved in several laser enrichment processes across multiple continents. In February 2013, Mr. Liebenberg teamed with Dr. Eerkens to investigate the CRISLA laser enrichment process, and in June 2020, Mr. Liebenberg, together with Dr. Eerkens, co-founded CRISLA, Inc., a company engaged in resurrecting the CRISLA laser enrichment process, and has been Chief Executive Officer of CRISLA, Inc. since then. Between 2012 and 2024, Mr. Liebenberg worked with the research team at Advanced Semiconductor Materials Lithography (ASML), a manufacturer of EUV equipment that is used to make advanced semiconductor chips, where he was involved in the research and development of CO2 laser systems used to generate EUV light for the manufacture of modern semiconductor chips. Between 2006 and 2011, Mr. Liebenberg served as a Laser Systems Manager at Silex Systems Ltd. (“Silex”), where he played a key role in the architecture of the test loop facility of Global Laser Enrichment in Wilmington, NC. From 2004 to 2005, he worked as a Senior Research Officer at Central Queensland University. Prior to that, Mr. Liebenberg worked at a few companies, including Atomic Energy Corporation of South Africa, where he led the optimization of enrichment parameters for the MLIS process.

Mr. Liebenberg holds a Master of Science degree in Physics from Stellenbosch University in South Africa. Over his career, Mr. Liebenberg has been a co-inventor on several patents and has authored numerous technical papers and reports.

Ewurama Rhule has been our Chief Financial Officer since January 2025. Ms. Rhule has over 20 years of experience in financial management, reporting, and operations across small, mid-sized, and Fortune 500 enterprises spanning multiple industries. Ms. Rhule has extensive experience in fund accounting and financial reporting across a variety of industries, including real estate, healthcare, and food distribution. From 2021 to 2024, Ms. Rhule served as a Financial Operations Manager at ArcLedge Inc., a company focused on providing outsourced financial controller services. From 2020 to 2021, Ms. Rhule served as a Senior Fund Accountant at State Street Corporation, a global financial service and bank holding company that provides investment services to institutional investors. From 2016 to 2020, she served as an Accounting Manager and Analyst at Sysco Corporation, a global food company in selling, marketing and distributing food products to restaurants.

Ms. Rhule received a Bachelor of Arts (Honours) from the University of British Columbia in Canada in 2001. She earned her Certified Management Accountant (CMA) designation in British Columbia, Canada in 2007, which was unified into the Chartered Professional Accountant (CPA) designation in 2015, and she currently holds the CPA (CMA) designation.

Viktor Chikan has been our Chief Technology Officer since December 2024. He previously served as a Team Leader and interim Chief Technology Officer with us from August 2024 to November 2024. Dr. Chikan has extensive experience in laser systems, nanomaterials research, and advanced technology development across academic and industry settings. From 2022 to 2024, Dr. Chikan served as Group Lead and Function Owner of the Droplet Generator team in the EUV Research section at ASML in San Diego, where he was responsible for building the droplet generator functional team and laboratory. From 2016 to 2022, Dr. Chikan served as a Fulbright Distinguished Scholar and Team Lead at the Extreme Light Infrastructure (ELI-ALPS), a research facility dedicated to producing ultra-intense, ultrashort pulses of laser light and electron magnetic particles, where he contributed to technology and facility development. From 2005 to 2022, Dr. Chikan served as an Associate Chemistry Professor at Kansas State University, where he secured funding for his chemistry research projects, developed nanomaterials, co-patented cancer research innovations, and mentored students. Prior to this, Dr. Chikan conducted postdoctoral research at Lawrence Berkeley National Laboratory and the University of California, Berkeley from 2003 to 2005, focusing on laser-induced experiments in combustion and planetary atmospheres.

Dr. Chikan holds a Doctor of Philosophy from Kansas State University and a Master of Science from the University of Szeged.

Lloyd Jollay has been our Chief Operations Officer since February 2026. Mr. Jollay previously served as the Manager of UF6 Handling Systems at LIST between July 2025 and January 2026. Mr. Jollay has over 30 years of experience in nuclear safety, materials management, and advanced fuel cycle operations. Between 2022 and 2025, Mr. Jollay served as Vice President of Isotopes and Nuclear Fuel Cycle at Boston Government Services from, where he led the development of nuclear safety programs and provided licensing support for advanced reactor and isotope production initiatives. From 2015 to 2022, Mr. Jollay held multiple leadership positions at the Y-12 National Security Complex in Oak Ridge, Tennessee where he directed nuclear material applications, oversaw HEU supply and return efforts, managed multimillion-dollar budgets supporting domestic and international nuclear nonproliferation programs, and led criticality safety teams supporting compliance with the Naval Petroleum Office, the NNSA, and the Defense Nuclear Facilities Safety Board (DNFSB).

Mr. Jollay holds a Master of Business Administration and a Bachelor of Science in Engineering Physics from the University of Tennessee, Knoxville. He is a certified Six Sigma Black Belt and maintains active membership in the American Nuclear Society and the Institute of Nuclear Materials Management.

Atul Sabharwal has been our director since June 2024. Mr. Sabharwal has over 10 years of experience in the digital media and mobile industry. Mr. Sabharwal is the founder of Snipp Interactive, Inc., a public company (TSXV:SPN; OTCPK: SNIPF) focused on combining technology, data, and shopper insights for Fortune 500 companies, and has served as the Chief Executive Officer of this company since early 2012. He is also the founder of the Finalysis Group, a consulting firm providing strategic advisory services since December 2004. Mr. Sabharwal has served on the Board of Directors of ACME Solar India Ltd., a public company focused on renewable energy in India (NSE:ACMESOLAR), since 2024. Earlier in his career, Mr. Sabharwal served on the Board of Directors of eSolar, an Idealab company. He also held various business and strategic development positions at AOL Media LLC, served as a management consultant with IBM Business Services and PricewaterhouseCoopers, and worked as an analyst at Boston Consulting Group.

Mr. Sabharwal holds an MBA from the Australian Graduate School of Management, University of New South Wales and attended Wharton at the University of Pennsylvania. We believe that Mr. Sabharwal is qualified to serve as a director of our company because of his experience in digital media, mobile technology, and business development.

Jason S. Mencher has been our director since October 2026.Mr. Mencher has over 12 years of experience in urban planning, environmental review, and real estate law. Since August 2021, Mr. Mencher has served as a Senior Planner at AKRF, Inc., a planning, environmental consulting, and engineering firm. In that role, he manages land use planning and environmental review projects for private developers and municipal clients, including environmental impact statements under the New York State Environmental Quality Review Act, zoning review, and pre-project due diligence. In addition to his planning practice, Mr. Mencher has served as a member of the Village of Croton-on-Hudson Conservation Advisory Council since February 2025, and he served as a member of the Town of Ossining Planning Board from March 2022 to December 2024. From April 2016 to May 2019, Mr. Mencher served as an Associate Attorney at Pryor Cashman LLP, a law firm, where he handled complex real estate litigation involving commercial leasing, hospitality industry disputes, and property, zoning, and land use matters, and advised clients on risk management and litigation exposure. From September 2014 to April 2016, Mr. Mencher served as an Associate Attorney at Mound Cotton Wollan & Greengrass LLP, a law firm, where he handled insurance and commercial litigation matters.

Mr. Mencher holds a Bachelor of Arts in Architecture from Yale University, a Juris Doctor from Hofstra University School of Law, and a Master of Science in Urban Planning from the Graduate School of Architecture, Planning and Preservation at Columbia University. He is admitted to practice law in New York State and is a Certified Planner by the American Institute of Certified Planners. We believe that Mr. Mencher is qualified to serve as a director of our company because of his experience in environmental review, land use planning, real estate law, and risk management.

Eric Forte has been our director since October 2026. Mr. Forte has over 20 years of experience in mortgage origination, brokerage, and sales management. Since May 2009, Mr. Forte has owned and served as President and Broker of Record of Prudential Borrowing, LLC, a mortgage brokerage firm based in New York that operates in 13 states. In that role, he oversees the firm’s daily operations and manages its loan origination staff. From January 2008 to May 2009, Mr. Forte served as Branch Manager of Allstate Home Equities Corp., a mortgage company, where he managed a team of loan officers and oversaw the origination and processing of loans. From June 2006 to December 2007, Mr. Forte served as Sales Manager of Shaw Mortgage Group, Inc., where he managed a team of loan officers and oversaw the origination and processing of loans. From April 2005 to May 2006, Mr. Forte served at Fairfield Financial LLC, first as a Loan Officer and subsequently as Sales Manager, where he managed a team of loan officers and oversaw the origination of loans, including FHA loans. From August 2003 to March 2005, Mr. Forte served as a Loan Officer at Vantage Mortgage, where he originated loans and assisted clients in obtaining financing.

Mr. Forte holds a Bachelor of Business Administration in Marketing from Baruch College, The City University of New York. We believe that Mr. Forte is qualified to serve as a director of our company because of his experience management experience in the financial services industry.

Our Executive Advisory Board

We have assembled an Executive Advisory Board comprised of military, scientific and governmental experts. Our Executive Advisory Board provides industry knowledge and important contacts to our management team. The following table sets forth certain information regarding our Executive Advisory Board:

John M. Paxton Jr. has been our Executive Chair of Military and Defense since August 2024. General Paxton has over 40 years of experience in the United States Marine Corps, from his commissioning in 1974 through his retirement in August 2016. From December 2012 to August 2016, he was the 33rd Assistant Commandant of the Marine Corps. He previously served as Director of Operations (J-3) for the Joint Staff from August 2008 through December 2010, with responsibility for global operations and crisis response, and as Commanding General of the 1st Marine Division from 2006 to 2007. His other senior commands included Commander of II Marine Expeditionary Force, Commanding General of Marine Corps Forces Command, and Commander of Marine Corps Forces Europe and Marine Corps Forces Africa.

General Paxton holds Bachelor of Science and Master of Science degrees in Civil Engineering from Cornell University. His military decorations include the Defense Distinguished Service Medal, the Navy Distinguished Service Medal, and the Legion of Merit. We believe General Paxton is qualified to serve as our Executive Chair of Military and Defense because of his senior leadership in both the United States Marine Corps and across the joint force and his experience in global operations and crisis response.

John M. Shimkus has been our Chair of Energy Policy since August 2024. Mr. Shimkus served in the U.S. House of Representatives from 1997 to 2021. Mr. Shimkus represented portions of thirty-three counties during his tenure in the U.S. House of Representatives. He most recently represented the 15th Congressional District from 2013 until his retirement in 2021. During his service in Congress, Mr. Shimkus was a senior member of the Energy and Commerce Committee and served as Chairman of its Environment Subcommittee from 2011 to 2019 and as the Subcommittee’s Republican Leader from 2019 to 2021. During his tenure in Congress, Mr. Shimkus supported legislation relating to biodiesel fuel, the renewable fuel standard, 9-1-1 emergency services, and children’s booster seat safety. He also worked on matters relating to the nuclear waste management cycle, energy security, and public safety. From 2001 to 2014, and again from 2017 to 2021, Mr. Shimkus represented the U.S. in the NATO Parliamentary Assembly. He also was a co-founder and Chairman of the Congressional Baltic Caucus.

Mr. Shimkus began his career in the United States Army. He graduated from the U.S. Military Academy at West Point in 1980, with a degree in general engineering. As a military officer, Mr. Shimkus served five years on active duty, including three years in West Germany. He retired from the Army Reserves in 2008 as a Lieutenant Colonel. Before entering Congress, Mr. Shimkus worked as a high school teacher and was elected as Madison County Treasurer in Illinois. After leaving Congress, he has been a Principal consultant with the KBS group, a bipartisan and bistate economic development and lobbying firm. He was also a distinguished lecturer at Southern Illinois University, Edwardsville, and served as an interim elementary school principal. We believe Mr. Shimkus is qualified to serve as our Chair of Energy Policy because of his extensive experience in U.S. energy legislation, nuclear energy advocacy, and government relations.

Brent Park, Ph.D. has been our Executive Director of Nuclear Security and Safeguards Policy since May 2025. Dr. Park is a nuclear physicist and former government official with leadership experience at Los Alamos National Laboratory (LANL), the Nevada Test Site (NTS), and ORNL.

Since 2021, Dr. Park has served as the founder of One Step Removed, LLC, an early-stage business developing advanced hydro power systems. From 2018 to 2021, Dr. Park served as a Deputy Administrator for Defense Nuclear Nonproliferation at the NNSA, a semiautonomous agency within the 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 Defense Nuclear Nonproliferation programs in support of the nation’s nonproliferation treaties, international arms control, nuclear security, safeguards, and export control policies. From 2010 to 2018, Dr. Park served as Associate Laboratory Director at ORNL, where he led the science-to-application efforts for the laboratory’s national security programs. From 2006 to 2010, he served as a Director of the NNSA’s Remote Sensing Laboratory at the NTS. From 1989 to 2006, he managed and contributed to basic and applied research programs at LANL in the areas of nuclear weapons physics and engineering, stockpile stewardship, nuclear emergency response, and nuclear facility operations.

Dr. Park holds a Doctor of Philosophy in Physics from Ohio University, a Master of Science in Nuclear Physics from Indiana University, a Master of Science in Physics from Indiana State University, and a Bachelor of Science in Physics and Mathematics from Illinois State University. We believe Dr. Park is qualified to serve as our Executive Director of Nuclear Security and Safeguards Policy because of his extensive experience in nuclear nonproliferation, national security, and federal nuclear program leadership.

Lieutenant General S. Clinton Hinote (Ret.) has been our Executive Chair of Federal and Defense Initiatives since August 2025. Lieutenant General Hinote has more than three decades of experience in the United States Air Force, having served in a wide range of operational command, strategic policy, and senior staff assignments.

From 2020 to 2023, Lieutenant General Hinote served as Deputy Chief of Staff for Strategy, Integration, and Requirements at the Pentagon, a position to which he was confirmed by the United States Senate in June 2020, where he led Air Force Futures, shaped long-range concepts, directed the Air Force’s major wargaming efforts, and aligned future-force design and acquisition priorities. From 2018 to 2020, he served as Deputy Director and then Director of Warfighting Integration, developing long-range concepts and technology-development plans to position the force for great-power competition. From 2017 to 2018, he served as Deputy Director of the Office of Security Cooperation in Iraq, overseeing a $16 billion security cooperation portfolio under the U.S. Ambassador to Iraq. From 2015 to 2017, he served as Military Assistant to the Deputy Secretary of Defense.

Earlier in his career, Lieutenant General Hinote commanded the 8th Fighter Wing at Kunsan Air Base, South Korea (2013 to 2014), served as Vice Commander of the 52nd Fighter Wing at Spangdahlem Air Base, Germany (2010 to 2011), commanded the 3rd Fighter Training Squadron (2009 to 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 School (2003 to 2004). Following his retirement from the Air Force, Lieutenant General Hinote has served as Principal of Hinote Strategy LLC since 2023 and as Professor of Policy Analysis at the Pardee RAND Graduate School since 2024.

Lieutenant General Hinote holds a Bachelor of Science in Physics from the United States Air Force Academy, a Master of Public Policy from the Harvard Kennedy School, and a Doctor of Philosophy in Military Strategy from Air University. He is the recipient of numerous military decorations, including the Distinguished Service Medal, the Defense Superior Service Medal, the Legion of Merit, the Bronze Star Medal, and multiple Air Medals. We believe Lieutenant General Hinote is qualified to serve as our Executive Chair of Federal and Defense Initiatives because of his extensive experience in Air Force strategy, operational command, and defense policy.

Randall L. Beatty, Ph.D. has been our Chairman of our Executive Advisory Board for UF6 Gas Handling Systems since April 2026. Dr. Beatty is an international nuclear fuel cycle specialist with technical expertise in export control, scientific cooperation, and uranium processing, with an emphasis on enrichment and fuel fabrication.

From 2012 until his retirement in 2019, Dr. Beatty served as a Distinguished Research and Development Staff Member in the Nuclear Security and Isotope Technology Division at (ORNL, during which he served as the DOE’s Office of Nuclear Energy Laboratory Lead for China Cooperation and as the NNSA Laboratory Lead for South African highly enriched uranium (HEU) minimization. From 2008 to 2012, Dr. Beatty served as Program Manager and Section Head for the International Project on Innovative Nuclear Reactors and Fuel Cycles (INPRO) at the International Atomic Energy Agency (IAEA) in Vienna, Austria. From 2002 to 2008, he served as a Senior International Program Manager in ORNL’s Nuclear Security Technologies Group, advising the U.S. Department of State’s Office of Proliferation Threat Reduction and the U.S. Department of Homeland Security’s Science and Technology Directorate. From 1995 to 2002, Dr. Beatty served as the United States Deputy Executive Director of the International Science and Technology Center (ISTC) in Moscow, Russia, where he held diplomatic rank as a senior representative of the U.S. Department of State. Earlier in his career, Dr. Beatty held program management and engineering positions at ORNL, DOE, and Science Applications International Corporation, including service as the AVLIS uranium processing and feed program manager.

Dr. Beatty holds a Master of Science in Engineering Administration from the University of Tennessee and a Bachelor of Science in Chemistry from George Washington University. We believe Dr. Beatty is qualified to serve as Chairman of our Executive Advisory Board for UF6 Gas Handling Systems because of his extensive experience in nuclear fuel cycle operations, uranium enrichment, and international nuclear cooperation.

Junaid Razvi Ph.D. has been our Senior Advisor in Nuclear Energy since May 2024. Dr. Razvi has extensive experience in advanced nuclear fission programs, radioisotope production, reactor operations, and nuclear fuel manufacturing.

From 1978 to 2018, Dr. Razvi held a series of engineering, program management, and business development positions at General Atomics, where he directed the company’s global activities for its Training, Research, Isotopes, General Atomics (TRIGA) research reactor facilities and managed General Atomics’ nuclear facilities, including research reactor operations and nuclear fuel manufacturing. During that tenure, he led initiatives to develop intellectual property and establish domestic production of critical medical radioisotopes, including fission-based molybdenum-99, and managed a U.S.-Russia collaboration, sponsored by the DOE’s National Nuclear Security Administration and Russia’s Rosatom, to develop advanced Generation IV gas-cooled reactor technology in support of bilateral treaties for the disposal of plutonium from dismantled nuclear weapons. He also contributed to developing solutions for the safe transport of used nuclear fuel. Since 2018, Dr. Razvi has served as founder and Principal Consultant of Canopus Energy Group, LLC, a nuclear technology consultancy, and since 2021 as co-founder and Chair of the Technical Advisory Board of Stargena, Inc., an innovator in next-generation nuclear energy.

Dr. Razvi holds a Doctor of Philosophy in Nuclear Engineering from Kansas State University, a Master of Science in Nuclear Engineering from the University of Washington, and a Bachelor of Arts in Physics and Mathematics from Wabash College. We believe Dr. Razvi is qualified to serve as our Senior Advisor in Nuclear Energy because of his extensive experience in advanced nuclear reactor programs, radioisotope production, and international nuclear facility management.

Dennis Garratt, Ph.D. has been our Chairman of our Executive Advisory Board for Laser Enrichment (CRISLA 2G Canada) since May 2024. Dr. Garratt is a chemist with more than 50 years of research and management experience across academic, government, and industrial settings.

From 1996 to 2016, Dr. Garratt was the founder and principal of D.G. Garratt and Associates, a research and development management consulting firm, and from 2000 to 2009, he served in the Scientific Research and Experimental Development program of the Canada Revenue Agency. From 1989 to 1996, Dr. Garratt served as Director of the Research and Development Division of Cameco Corporation, and concurrently, from 1990 to 1993, as Director of Research and Development at CRISLA Technologies, a Canadian company unrelated to our company. From 1981 to 1990, he held a series of research and management positions in the Research and Development Division of Eldorado Resources Ltd. and Eldorado Nuclear Ltd., including Principal Scientist and Manager of Special Projects. From 1979 to 1981, Dr. Garratt served as a Research Officer at the National Research Council of Canada, and from 1976 to 1979 as a Professor of Chemistry at the University of Ottawa, following postdoctoral research in the laboratory of Nobel Laureate R.B. Woodward at Harvard University.

Dr. Garratt holds a Doctor of Philosophy in Physical Organic Chemistry and a Bachelor of Science in Mathematics, Physics, and Chemistry, both from the University of Toronto. He is a co-inventor on multiple patents in uranium processing and fluorine chemistry, including the CRISLA process, and has authored numerous peer-reviewed publications. We believe Dr. Garratt is qualified to serve as Chairman of our Executive Advisory Board for Laser Enrichment (CRISLA 2G Canada) because of his extensive experience in chemistry research, nuclear fuel cycle development, and industrial research and development management.

Tom Blees has been our Head of Corporate Initiatives since June 2023. Mr. Blees is an advanced energy systems consultant with extensive experience advising private industry and governments at the local, national, and international levels. Since approximately 2009, he has served as President of the Science Council for Global Initiatives, an international non-governmental organization of climatologists, scientists, and engineers engaged in advanced energy systems and climate research, with an emphasis on nuclear power. He is a member of the selection committee for the Global Energy Prize, an international award recognizing achievement in energy research. Mr. Blees is the author of Prescription for the Planet: The Painless Remedy for Our Energy and Environmental Crises, and has been involved in coordinating international cooperation on advanced nuclear power systems and fuel cycle projects across a number of countries.

We believe Mr. Blees is qualified to serve as our Head of Corporate Initiatives because of his extensive experience in international energy policy, advanced nuclear power systems, and global governmental and institutional relations, including his service as President and founder of the Science Council for Global Initiatives and his authorship of Prescription for the Planet, a book on advanced nuclear energy policy.

Role of the Executive Advisory Board

The role of our Executive Advisory Board is to assist our management with general business and strategic planning, leveraging the expertise of its members in the nuclear energy and uranium enrichment industry, defense and military affairs, and governmental, policy and regulatory matters. The function of our Executive Advisory Board includes, without limitation, the following:

● providing analysis of the nuclear energy and enrichment market, including key trends, opportunities and challenges, and assessing potential applications of our LIST technology across the nuclear sector;

● leveraging their professional networks and relationships to connect us with key industry stakeholders, potential strategic partners, research institutions, clients and other valuable contacts;

● advising on the formation of strategic partnerships and collaborations to further develop, expand or commercialize our LIST technology and its applications;

● advising on navigating nuclear regulatory requirements, including licensing and safety compliance, and on alignment with the guidelines of the DOE, the NNSA, the NRC and other federal and state authorities, as well as relevant international safeguards;

● monitoring developments in defense, military, energy, and governmental policy and regulations, and advising management regarding the potential implications of such developments for our business, operations, strategic planning, and potential business opportunities;

● assisting us in identifying and pursuing government and commercial funding opportunities, including reviewing proposals and grant applications for government and commercial contracts;

● facilitating relationships with industry participants, governmental agencies, and policy stakeholders, and assisting us in identifying and establishing contacts with individuals and organizations relevant to the development and advancement of our projects.; and

● providing strategic advice, guidance, and periodic briefings to our board of directors and management team based on the members’ respective experience and areas of expertise, and assisting management in evaluating and developing business strategies and operational initiatives.

Consulting Agreements with the Members of the Executive Advisory Board

We have entered into a consulting agreement with each member of our Executive Advisory Board under substantially similar terms and conditions, except for Brent Park, Ph.D. and Lieutenant General Hinote. Our arrangement with Brent Park, Ph.D. has been formalized through a consulting agreement with One Step Removed, LLC, who serves as President and CEO, and is subject to analogous terms and conditions, and our arrangement with Lieutenant General Hinote has also been formalized through a consulting agreement with Hinote Strategy LLC, who serves as the principal owner, and is subject to analogous terms and conditions. Our Executive Advisory Board members are not employees of our company; instead, they serve as independent contractors and can resign or be terminated by us at any time. They may pursue any other activities and engagements during their terms of agreements with us.

Pursuant to these consulting agreements, each member of our Executive Advisory Board is entitled to certain cash payments for services rendered. These agreements also contain customary restrictive covenants relating to confidentiality, non-solicitation, non-disparagement, and indemnification. The term of these agreements is between 12 months and 48 months, commencing from their respective effective dates between June 2023 and April 2026, subject to early termination. As of July 31, 2026, October 31, 2025 and 2024, the members of our Executive Advisory Board received compensation of $192,000, $248,000, and 114,000, respectively.

Option Grants to the Members of the Executive Advisory Board

Pursuant to the above-mentioned consulting agreements and our 2023 Stock Option Plan, we granted stock options to certain members of our Executive Advisory Board.

The stock options granted to these individuals vested in full on each applicable grant date pursuant to the terms of their respective option agreements. The following table provides information regarding the stock options held by certain members of our Executive Advisory Board as of the date of this prospectus.

Share Issuance to the Members of the Executive Advisory Board

Separately, each of the following members of our Executive Advisory Board received the following shares of our common stock for services rendered pursuant to the respective consulting agreement, in the share amounts and at the per-share purchase prices set forth below.

See “History of Securities Issuances.”

Family Relationships

There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers.

Number and Terms of Office of Officers and Directors 

Our business and affairs are organized under the direction of our board of directors. Our board of directors consists of four directors, including one executive director and three independent directors.

Our bylaws provide that the number of directors will be fixed by the board of directors within a range of between one and 15 directors. The directors need not be stockholders unless so required by our articles of incorporation. The minimum or maximum number may be increased or decreased from time to time only by an amendment to the bylaws, which power belongs exclusively to our board of directors.

Our officers are appointed by the board of directors and shall hold office at the discretion of the board of directors until their successors are duly elected and qualified, unless sooner removed. Our board of directors is authorized to appoint officers to the offices set forth in our bylaws.

Director Independence

The Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our company). We currently have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our board has determined that Atul Sabharwal, Jason S. Mencher and Eric Forte are independent directors under applicable SEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Board Committees

Our board of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Our board of directors have adopted a charter for each of these three committees.  Prior to the completion of this offering, copies of each committee’s charter will be posted on the Investor Relations section of our website, which will be located at laseristech.com. Each of the committees of our board of directors has the composition and responsibilities described below. Our board of directors may from time to time establish other committees as it deems appropriate. We have adopted an Executive Compensation Clawback Policy, for which our Compensation Committee’s decisions will be final, conclusive, and binding on all of our executive officers.

Audit Committee

Atul Sabharwal, Jason S. Mencher and Eric Forte serve as members of our Audit Committee with Atul Sabharwal serving as the chairman of the Audit Committee. All of our Audit Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has determined that Atul Sabharwal possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee performs several functions, including:

Compensation Committee

Atul Sabharwal, Jason S. Mencher and Eric Forte serve as members of our Compensation Committee with Atul Sabharwal serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things:

Our Executive Compensation Clawback Policy has been adopted. The recovery of incentive-based compensation from an executive officer as provided for in this policy shall apply only in the event that our company is required to prepare an accounting restatement due to the material noncompliance of our company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive officers.

Nominating and Corporate Governance Committee

Atul Sabharwal, Jason S. Mencher and Eric Forte serve as members of our Nominating and Corporate Governance Committee with Jason S. Mencher serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things:

The nominating and corporate governance committee will take into account many factors in determining recommendations for persons to serve on the board of directors, including the following:

Role of Board in Risk Oversight Process

Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate. Jay Jiang Yu, our Chief Executive Officer and Chairman of the Board, Christo J. Liebenberg, our President, and Ewurama Rhule, our Chief Financial Officer, have extensive knowledge of all aspects of our company, our business and risks.

While management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communications between management and the board of directors are essential for effective risk management and oversight.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company. 

Code of Business Conduct and Ethics

On or prior to the completion of this offering, we will adopt a written code of business conduct and ethics that applies to our employees, officers and directors. A current copy of the code will be posted on the Corporate Governance section of our website, which will be located at www.laseristech.com. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC.

Involvement in Certain Legal Proceedings 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

From time to time, we may be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our company’s resources, including our company’s management’s time and attention.

EXECUTIVE AND DIRECTOR COMPENSATION 

This section sets forth the material components of the executive compensation program for our named executive officers for the fiscal years ended October 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our President and Chairman and any other highly compensated executive officers whose salary and bonus for services rendered in all capacities equaled or exceeded $100,000 during the fiscal years ended October 31, 2025 and 2024.

Summary Compensation Table

The following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended October 31, 2025 and 2024.