TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 20, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X-Energy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4911 (Primary Standard Industrial Classification Code Number) 41-3934505 (I.R.S. Employer Identification Number) 530 ...

Core Viewpoint - The global uranium market is experiencing a significant shift due to increasing demand and structural deficits, positioning Alligator Energy as a key player in the sector, particularly in South Australia's favorable regulatory environment [1][3][4]. Industry Overview - The global uranium demand is projected to reach 130,000 tonnes by CY40, indicating a substantial increase in consumption [5]. - There is a widening disconnect between reliable supply and increasing demand, exacerbated by underinvestment in new mining projects and the return of utility contracting cycles [6]. - Spot prices for uranium have surged to levels not seen in over a decade, with current prices around $88 per pound, peaking above $107 recently, compared to under $30 five years ago [6][7]. Company Positioning - Alligator Energy is strategically positioned in South Australia, a premier jurisdiction for uranium mining, benefiting from a stable regulatory framework and established infrastructure [8][9]. - The company is transitioning from an explorer to a developer, with its flagship Samphire Project being a key focus, which contains ISR-amenable uranium mineralization [12][13]. - The Field Recovery Trial (FRT) for the Samphire Project is fully constructed and serves as a critical step for technical validation, aimed at demonstrating scalability and economic viability [14][15]. Future Prospects - The results from the FRT will contribute to a planned Bankable Feasibility Study (BFS), expected to be completed in the first half of next year, alongside a long-awaited mineral resource estimate (MRE) [16]. - Alligator Energy is advancing its high-quality asset at a time when global uranium markets are poised for growth, with a clear development pathway and robust newsflow pipeline [17][18].

Core Viewpoint - NuScale Power's stock has experienced a significant decline, dropping 26.5% in February, erasing previous gains and trading nearly 18% lower in 2026 [1][2]. Group 1: Project Delays and Financial Performance - A critical project delay has been highlighted, with the flagship project in Romania potentially being postponed until 2034, as noted by TD Cowen analyst Marc Bianchi [4]. - The first module of the VOYGR plant may not enter commercial operation before 2033, resulting in a four-year delay from the original target [6]. - NuScale reported a substantial operating loss of nearly $690 million for the fourth quarter, compared to a loss of $139 million in 2024, alongside a $507.4 million milestone payment to ENTRA1 Energy recognized as an expense [10]. Group 2: Shareholder Actions and Market Reactions - Fluor, NuScale's largest shareholder, is consistently selling shares as part of its strategy to exit NuScale by the end of the second quarter, having sold 71 million shares at approximately $19.05 each [8]. - Following the earnings release, several analysts have reduced their price targets for NuScale Power, reflecting negative market sentiment [11]. Group 3: Legal and Funding Pressures - The company is facing multiple investor class action lawsuits alleging misrepresentation regarding ENTRA1 Energy's experience and capabilities [11]. - The combination of significant losses, share dilution, and legal challenges is contributing to a cautious outlook for investors regarding NuScale's future [12].

Core Viewpoint - NuScale Power has experienced a significant decline in stock value, dropping 33% over five weeks, primarily due to poor financial performance, analyst downgrades, and class action lawsuits [1]. Group 1: Analyst Downgrades - Analysts have reduced their price targets for NuScale Power, with Craig-Hallum cutting it from $53 to $24 per share [3]. - Citigroup lowered its target from $18.50 to $11.50 per share, while Royal Bank of Canada reduced its target from $21 to $14 per share [4]. - Goldman Sachs also trimmed its price target from $20 to $14 per share [4]. Group 2: Financial Performance - NuScale reported a 15% drop in projected revenue for 2025 and a 700% increase in general and administrative expenses, leading to a net loss of $2.017 per share compared to $1.47 per share in 2024 [5]. - A significant expense was a $507.4 million payment to ENTRA1 Energy, which raised concerns among investors [6]. Group 3: Legal Issues - Multiple class action lawsuits have been filed against NuScale, alleging misrepresentation regarding ENTRA1 Energy's capabilities, which may have misled investors about the partnership's potential [7]. - The lawsuits claim that the partnership could lead to milestone payments exceeding $3 billion, raising concerns about cash outflows without guaranteed revenue [7]. Group 4: Market Sentiment - The overall sentiment towards NuScale Power has shifted negatively, with the stock being viewed as speculative due to the long timeline for the deployment of its small modular reactors (SMRs) [8]. - The recent sale of 82,667 shares by CEO John Hopkins for over $1 million has further contributed to the negative sentiment surrounding the stock [8].

Summary of Cameco Corporation Conference Call Company Overview - **Company**: Cameco Corporation - **Industry**: Nuclear Power and Uranium Mining - **Key Assets**: Involvement in uranium mining, conversion, and an interest in Westinghouse Core Industry Insights - **Nuclear Power Demand**: The demand for nuclear power is experiencing durable growth, transitioning from a narrative to execution phase, with countries focusing on energy security, national security, and climate security [2][3] - **Understated Demand Estimates**: Current industry estimates only account for operating reactors and do not include new builds, life extensions, or uprates, suggesting that actual demand is higher than reported [4][5] - **U.S. Government Investment**: An $80 billion investment in new reactors in the U.S. is expected to create significant demand for uranium, estimated at 65 million pounds over ten years [5][6] Supply Dynamics - **Supply Vulnerability**: The supply of uranium is considered vulnerable due to over a decade of underinvestment and geopolitical uncertainties, particularly with reduced reliance on Russian supplies post-2027 [6][7] - **Long Lead Items**: The construction of new reactors requires early procurement of uranium, indicating that demand will arise sooner than expected [6] - **Contracting Landscape**: Utilities are not currently at replacement rate contracting, with 3.1 billion pounds of uranium not yet contracted for future needs [9][29] Pricing and Contracting Strategy - **Long-term Contracts**: Cameco focuses on long-term contracts rather than the spot market, which is deemed too volatile and small for reliable supply [21][22] - **Price Indicators**: Current long-term price indicators are around $90 per pound, with expectations that prices will need to rise to incentivize new supply [24][26] - **Contract Structure**: Preference for market-related contracts with floors and ceilings to provide both upside exposure and downside protection [24][25] Exploration and Expansion Capacity - **Brownfield Expansion**: Cameco has brownfield expansion capacity, allowing for increased production without the need for new greenfield mines [31] - **Production Plans**: Expected production from the MacArthur River mine is between 14.5-16 million pounds, with potential for further expansion as demand increases [32][33] Westinghouse and Future Opportunities - **Westinghouse Acquisition**: Cameco's investment in Westinghouse is seen as a strategic move, with potential revenue from new reactor builds estimated at $400 million-$600 million per reactor [41][43] - **Collaborative Opportunities**: The partnership with South Korea enhances Westinghouse's competitive position in the market, increasing opportunities for new builds [45] Conclusion - **Market Positioning**: Cameco is well-positioned to capitalize on the growing demand for nuclear power and uranium, with a disciplined approach to contracting and a strong asset base [10][11] - **Future Outlook**: The company anticipates a shift towards more robust contracting as utilities begin to recognize the need for long-term supply security in the face of rising demand and geopolitical uncertainties [55]

Group 1 - The urgent need for electricity driven by AI consumption is leading companies like Amazon to secure energy sources for their data centers [1] - The first nuclear fuel license in 50 years is crucial for deploying Small Modular Reactors (SMRs), which are essential for powering AI infrastructure [2] - Amazon and X-Energy aim to deploy 5 gigawatts of nuclear capacity by 2039, sufficient to power millions of homes and large AI clusters [2] Group 2 - The breakthrough in the nuclear fuel supply chain shifts the focus to uranium as a strategic resource for energy production [3] - Centrus is highlighted as a key U.S. supplier with HALEU enrichment capability, while Cameco remains a major global uranium producer [3] - The revival of the nuclear fuel supply chain marks a significant development for energy infrastructure, particularly in relation to AI power needs [4]

Financial Data and Key Metrics Changes - In 2025, the company booked record orders totaling more than $1 billion, representing a 26% increase compared to 2024 [4][8] - Full year revenue totaled $925.4 million, up 7.5% versus 2024, with more than half of the growth being organic [22] - Adjusted EBITDA for the full year was $227.9 million, up 12% compared to 2024, with margins expanding by 90 basis points [22][26] - Adjusted EPS was $0.46, a 12% increase despite an approximately 50 million share increase in 2025 [23] Business Line Data and Key Metrics Changes - Nuclear power organic revenue grew more than 11% in 2025, while nuclear medicine organic revenue grew more than 13% [4] - The medical segment revenue declined 3.5% in Q4 2025, with full year medical segment revenue growing 3.7% [27] - Adjusted nuclear power orders grew 52% in 2025, supported by all three verticals: new utility-scale reactors, the installed base, and SMRs [20] Market Data and Key Metrics Changes - The nuclear power end market demonstrated the strongest growth, supported by $150 million from the large opportunity pipeline [8] - The defense and diversified end market saw a doubling of orders in Q4, primarily in the U.S. and with NATO [21] - The medical segment faced headwinds due to tough comps from the prior year, with nuclear medicine orders down only 6% in 2025 [9] Company Strategy and Development Direction - The company articulated a strategic priority to increase nuclear power exposure, acquiring Certrec and Paragon Energy Solutions to augment its North American nuclear power presence [5][11] - The company expects to leverage its strong international presence to take the capabilities of the acquired companies global [11] - The focus on AI and digital strategies is expected to enhance productivity and customer-facing applications, with significant investments being made in this area [61][66] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the nuclear power sector, citing a robust demand for solutions due to the aging installed base and modernization needs [6][7] - The company anticipates double-digit organic growth in nuclear power and nuclear medicine for 2026, supported by favorable macro conditions [4][15] - Management noted that the headwinds faced in 2025 were seen as demand deferrals rather than a secular change in the market [10] Other Important Information - Adjusted free cash flow totaled $131 million in 2025, approximately double 2024's performance, reflecting improved earnings and reduced net interest expense [29] - The company expects 2026 total revenue to grow between 22%-24%, with organic revenue growth guidance of 5%-7% [15][16] Q&A Session Summary Question: Can the large opportunity pipeline translate to double-digit growth in backlog for 2026? - Management noted that while large project timing is complex, they feel good about the dynamics driving growth in the nuclear power vertical [36][38] Question: What is the expectation for medical growth in 2026? - Management indicated that they expect a quick recovery in medical, particularly in Europe and China, and are optimistic about mid-single-digit growth [39][40] Question: How does the Paragon acquisition impact growth expectations? - Management highlighted that Paragon's strong customer intimacy and market coverage are expected to drive significant growth, with a projected 25% growth for Paragon in 2026 [68][70] Question: What is the expected contribution from large orders booked in 2025? - Management clarified that while there will be some contribution, the first year of larger contracts tends to be the lightest [78] Question: How material are SMRs to the growth story? - Management acknowledged that while SMRs are currently a small percentage of total revenue, they see significant growth potential and are actively engaging with key players in the market [81]

Financial Data and Key Metrics Changes - In 2025, the company booked record orders totaling more than $1 billion, representing a 26% increase compared to 2024 [4][8] - Full year revenue totaled $925.4 million, up 7.5% versus 2024, with more than half of the growth being organic [22] - Adjusted EBITDA for the year was $227.9 million, up 12% compared to 2024, with margins expanding by 90 basis points [22][26] - Adjusted EPS was $0.46, a 12% increase despite an increase in diluted shares due to convertible notes and equity raises [23] Business Line Data and Key Metrics Changes - Nuclear power organic revenue grew more than 11% in 2025, while nuclear medicine organic revenue grew more than 13% [4] - The medical segment revenue declined 3.5% in Q4 2025, with full year medical segment revenue growing 3.7% [27] - Adjusted nuclear power orders grew 52% in 2025, supported by all three verticals: new utility-scale reactors, the installed base, and SMRs [20] Market Data and Key Metrics Changes - The nuclear power end market demonstrated the strongest growth, with $150 million from the large opportunity pipeline [8] - The defense and diversified end market saw a doubling of orders in Q4, primarily in the U.S. and with NATO [21] - The medical segment faced headwinds due to tough comps from the prior year, with nuclear medicine orders down only 6% in 2025 [9] Company Strategy and Development Direction - The company articulated a strategic priority to increase nuclear power exposure, acquiring Sertrek and Paragon Energy Solutions to enhance its North American nuclear power presence [5][12] - The company expects to leverage its strong international presence to take the capabilities of the acquired companies global [11] - The focus on AI and digital strategies is expected to enhance customer-facing applications and internal productivity, with significant investments being made in this area [58][62] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the nuclear power sector, citing a robust demand for solutions due to the aging installed base and modernization needs [6][7] - The company anticipates double-digit organic growth in nuclear power and nuclear medicine for 2026, supported by favorable macro conditions [4][15] - Management acknowledged headwinds in the medical segment but remains optimistic about margin expansion and operational improvements [27][29] Other Important Information - Adjusted free cash flow totaled $131 million in 2025, approximately double that of 2024, reflecting improved earnings and reduced net interest expense [29] - The company expects 2026 total revenue growth between 22%-24%, with organic revenue growth guidance of 5%-7% [15][16] Q&A Session Summary Question: Can the large opportunity pipeline translate to double-digit growth in backlog for 2026? - Management noted that while large project timing is complex, they feel good about the underlying dynamics driving growth in the nuclear power vertical [34][36] Question: What is the expectation for medical segment growth in 2026? - Management indicated that they expect mid-single-digit growth in the medical segment, with a recovery anticipated in Europe and China [37][38] Question: How does the Paragon acquisition impact Q1 guidance? - Management stated that Q1 will be the lightest quarter for both Mirion and Paragon, with expected margin contraction due to the dilutive nature of the Paragon acquisition [44][46] Question: What is the expected contribution from SMRs to growth? - Management indicated that while SMRs are currently a small percentage of total revenue, they see significant growth potential and are actively engaging with key SMR developers [75][77] Question: Can you provide insights on the Sertrek acquisition? - Management highlighted that Sertrek broadens the nuclear power portfolio and enhances access to the SMR market, contributing positively to overall growth [79]

Financial Data and Key Metrics Changes - In 2025, Mirion Technologies booked record orders totaling more than $1 billion, representing a 26% increase compared to 2024 [4][8] - Full year revenue totaled $925.4 million, up 7.5% versus 2024, with more than half of the growth being organic [23] - Adjusted EBITDA for the full year was $227.9 million, up 12% compared to 2024, with margins expanding by 90 basis points [23][27] - Adjusted EPS for the full year was $0.46, a 12% increase despite an increase in diluted shares [24] Business Line Data and Key Metrics Changes - Nuclear power organic revenue grew more than 11% in 2025, while nuclear medicine organic revenue grew more than 13% [4] - The medical segment revenue declined 3.5% in Q4 2025, but full year medical segment revenue grew 3.7% [28] - The nuclear and safety segment revenue for Q4 was $194.9 million, up 15.5%, with organic revenue increasing 3.1% [25] Market Data and Key Metrics Changes - The nuclear power end market demonstrated the strongest growth, supported by $150 million from the large opportunity pipeline [8] - The defense and diversified end market saw a doubling of orders in Q4, primarily in the U.S. and with NATO [22] - Medical segment orders faced headwinds due to tough comps from the prior year, with nuclear medicine orders down only 6% in 2025 [9] Company Strategy and Development Direction - The company articulated a strategic priority to increase nuclear power exposure, acquiring Sertrek and Paragon Energy Solutions to augment its North American nuclear power presence [5][12] - The focus is on broadening exposure to dynamic verticals and enhancing customer intimacy through acquisitions [12] - The company expects to leverage AI for both customer-facing applications and internal productivity improvements [59][63] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the nuclear power sector, citing a robust demand for solutions due to a shortage in generating capacity in developed markets [6] - The company anticipates double-digit organic growth in nuclear power for 2026, supported by a growing opportunity pipeline [6][20] - Management noted that headwinds in 2025 were seen as demand deferrals rather than a secular change in the market [10] Other Important Information - Adjusted free cash flow for 2025 totaled $131 million, approximately double that of 2024, with a 57% conversion rate [30] - The company expects 2026 total revenue growth between 22%-24%, with organic revenue growth guidance of 5%-7% [16][17] Q&A Session Summary Question: Can the large opportunity pipeline translate to double-digit growth in backlog for 2026? - Management noted that while large project timing is complex, they feel good about the underlying dynamics driving growth in the nuclear power vertical [36][39] Question: What is expected for medical segment growth in 2026? - Management indicated that they expect mid-single-digit growth in the medical segment, with a stronger performance anticipated in the second half of the year [40][41] Question: How does the Paragon acquisition impact margins and growth? - Management expects Paragon to contribute positively to margins over time, with significant growth anticipated in 2026 [65][66] Question: What is the expected contribution from large orders booked in 2025 to 2026 revenue? - Management indicated that while there will be some contribution, the first year of larger contracts tends to be the lightest [74] Question: How material are SMRs to Mirion's growth story? - Management noted that while SMRs currently represent a small percentage of total revenue, they are excited about the growth potential and ongoing engagement with SMR developers [75][76]

Summary of Nuclear Industry Conference Call Industry Overview - The conference call focused on the nuclear energy sector, highlighting a significant global shift towards nuclear power as countries seek clean energy solutions. [6][9] Key Points and Arguments Global Nuclear Capacity Growth - Global nuclear installed capacity estimates have increased by approximately 40% over the last five years, with the current total at 420 GW. [6] - The U.S. aims for 400 GW of nuclear capacity by 2050, while India targets 100 GW by 2047. [6] Regulatory Changes in the U.S. - The U.S. government has signed four executive orders to accelerate nuclear power development, including reducing the Nuclear Regulatory Commission (NRC) decision-making timeline for permits from multi-year to 18 months. [10][11] - Concerns were raised regarding operational safety due to expedited processes and relaxed environmental safety requirements for advanced reactors. [15][16] Developments in India - India plans to increase its nuclear capacity from approximately 8 GW to 100 GW by 2047, with new legislation allowing private sector participation in nuclear operations. [18] - The new nuclear bill reduces liability for smaller reactors and removes the right to recourse for equipment suppliers, which may encourage foreign investment. [19][20] Japan's Nuclear Revival - Japan is reversing its post-Fukushima nuclear shutdown policy, with plans to restart approximately 13 GW of nuclear capacity by 2024 and an additional 12 GW by 2026. [21][22] Small Modular Reactors (SMRs) - The U.S. Department of Energy (DoE) is supporting the development of SMRs, with companies like Terra Power and X-Energy making progress towards construction permits. [26][27] - Terra Power aims to begin commercial operations by 2031, while X-Energy is expected to receive construction approval by early 2027. [28][31] International Trends - Other countries, including Spain and Germany, are reconsidering their nuclear phase-out plans due to energy security concerns and rising electricity prices. [25] Additional Important Information - The conference highlighted the efficiency of nuclear plants, which require significantly less fuel compared to coal plants, and their long operational life of over 60 years. [2] - The potential for nuclear energy to meet the growing demand for clean, dispatchable power was emphasized, particularly in light of increasing data center energy needs. [6] This summary encapsulates the key discussions and insights from the conference call regarding the nuclear energy sector's current landscape and future prospects.