Utilities

Company response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure throughout the Proxy Statement and on the proxy card to make clear the separation of Proposal 3 into individual proposals 3A through 3H. The Company has also added additional disclosure regarding the conditionality of each proposal on the other proposals included in the Proxy Statement. * * * * * response letter →

Company response: to the Staff’s comment, the Company has revised the disclosures in Amendment No. 3 to disclose its revenues, net losses and accumulated deficit for its fiscal year ended September 30, 2025 as reflected in the 2025 10-K. response letter →

Company response: to the Staff’s comment, the Company has added a sentence to its disclosure detailing the Company’s belief that USNC’s bankruptcy was not attributable to any broader challenges facing participants in the advanced nuclear technology industry. The Company respectfully submits, given the particular and isolated circumstances of USNC’s bankruptcy, that the detail set forth above related to such bankruptcy is not material to the Company’s investors and need not be disclosed in the Registration Statement. The Company has also clarified its disclosures regarding the potential for encumbrances that could not be cleared through the bankruptcy process. The Company’s revised disclosures (as disclosed… response letter →

Company response: to the Staff’s comment, the Company advises the Staff as follows: (a) As already provided for in the Company’s disclosures, the opportunity to acquire USNC’s assets in a bankruptcy sale came about quickly, resulting in limited time to conduct diligence. While the Company believed based on preliminary due diligence that the Chalk River License Application was held by a Canadian partnership subsidiary of USNC and required the Canadian Consents in order to transfer the same, post-closing due diligence revealed that the Chalk River License Application was in fact held in the name of GFPL, and further that the Chalk River License Application could not be assigned by GFPL without having to start… response letter →

Company response: to the Staff’s comment, the Staff is advised that pursuant to the UNSC asset purchase agreement, at the closing of the transactions, the Yu Entities, as designees of the Company, acquired the right to purchase the Consent Assets from UNSC and the other debtors, subject to obtaining the applicable consents of the Canadian governmental authorities, and the Consent Assets were not actually transferred to the Company or Yu at such closing. The Staff is further advised that the principal Consent Assets were certain contracts and partnership interests related to the Chalk River project and the rights to the Chalk River License Application. When it became clear after discussions between the… response letter →

Company response: letter. The Company notes that given the Company’s current cash on hand, the $250,000 amount is immaterial in the sense that it has no impact on the Company’s ability to progress its business. Further, the Staff will recall the Company’s belief that with its acquisition of GFPL, it now possesses all Canadian Assets (namely intellectual property and the Chalk River License Application) that it requires to progress its plans for the KRONOS MMR in Canada. The Staff is advised that the Yu Option could only have been exercised by the Company if the Yu Entities actually acquired the Consent Assets. Since the Company has now formally requested a return of the $250,000 escrow funds (since the… response letter →

Company response: to the Staff’s comment, the Company has revised the disclosures in Amendment No. 3 to include the summary of the Company’s consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 and incorporate by reference the Company’s financial statements for the fiscal year ended September 30, 2025 as appearing in the 2025 10-K. *** We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact the undersigned at ranslow@egsllp.com or my partner Lawrence Rosenbloom at lrosenbloom@egsllp.com. We can also be reached by telephone at (212) 370-1300. response letter →