Nuclea Energy Inc.

“Mr. Sanghera is our Co-founder, Chairman of the Board of Directors, and President. He served as our Chief Executive Officer from the inception of the Company until December 19, 2025.”

“Mr. Freundorfer is our Chief Executive Officer. He currently is the President of Nuclear Potential Canada (NPC), a consulting firm advancing Canada's nuclear sector. Since founding NPC in 2021, Josef has combined technical expertise with strong advocacy.”

“Anna Skowron is a highly experienced financial executive with over 14 years of accounting-related experience and a specialized focus on financial reporting, compliance, corporate governance, and business strategy.”

“Dr. Subhash Paluru has served as Chief Executive Officer of Freedom Motors, Inc. since July 2019.”

“Mr. McVey is a seasoned leader with over 35 years of experience in the mining and energy sectors.”

“Mr. Bianchini is an experienced public company director with a long career in real estate development, construction, and renewable energy. Since joining her family's firm, The Leader Group, in 1980, she has overseen major commercial and residential projects across Canada.”

“George Kovalyov is a Chartered Professional Accountant (CPA, CA) with extensive experience across public markets, corporate finance, and governance.”

“We have incurred operating losses since our inception; for the fiscal year ended June 30, 2025, we reported a net loss of $251,189... For the six months ended December 31, 2025, we reported a net loss of $1,945,868”

“To develop and implement our business as currently planned and described in this prospectus, we will need to raise substantial amounts of additional capital, potentially hundreds of millions of dollars.”

“The technical feasibility of these systems has not yet been fully validated in an integrated configuration. In particular, we must demonstrate the long-term performance of structural and fuel materials in a high-temperature lead-coolant environment”

“Our entire business model is predicated on obtaining regulatory approvals for the Morpheus Microreactor from both Canadian and U.S. nuclear regulators... There is no guarantee that we will successfully complete either the VDR or the SDA.”

“At present, there is no robust commercial supply chain for HALEU, and production is limited to a small number of government-authorized entities... Without assured access to HALEU, our business model would be non-viable”

“There can be no assurance that we will successfully complete the Moltex Asset Acquisition on the terms currently contemplated, or at all. If we are unable to reach agreement on a definitive sale and purchase agreement before the current expiration of the exclusivity period on June 8, 2026... we will have paid the non-refundable exclusivity fee”

“We have identified and confirmed the availability of the Qnergy Stirling engines, but other than the signing of a non-disclosure agreement, we have not yet entered into any contractual agreements with Qnergy to secure the supply of the engines.”

“the loss of Mr. Josef Freundorfer, our Chief Executive Officer, Ms. Anna Skowron, our Chief Financial Officer, Dr. Eleodor Nichita, our Head of Reactor Design, or Amin Patel, our Head of Licensing, would be a material adverse event for the Company”

“As of the date of this prospectus, each of Mr. Sagar Sanghera, our President and Chairman of the Board, and Mr. Vinayak Ashok Gunda, beneficially owns an aggregate of approximately 29.6% of our Common Shares and each is expected to own approximately 25.4% our Common Shares upon the completion of this offering...Mr. Sanghera and/or Mr. Gunda could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval.”

“There is no guarantee that our current provisional patent application will be granted, that we will be able to secure meaningful patent protection for our future technologies in which we choose to seek patent protection or that such patents, if granted, will provide sufficient commercial protection. For example, we must convert our current provisional application number 63/845,685 into a non-provisional application or a PCT application within one year of its filing date (July 17, 2025).”

“If accidents similar to 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.”