X-Energy Inc-A美股招股说明书(2026-04-27版)

X-Energy, Inc. ClassA Common Stock This is the initial public offering of shares of ClassA common stock of X-Energy, Inc. We are offering 44,254,659 shares of ourClassA common stock. Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price per share ofour ClassA common stock is $23.00 per share. We have been approved to list our ClassA common stock on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “XE.” Upon consummation of this offering, we will be a holding company in an organizational structure commonly referred to as anumbrella partnership-C-corporation (or “Up-C”) structure, and our principal asset will consist of ownership of 69.7% of the commonunits (“Common Units”) of X-Energy Reactor Company, LLC (“XERC”) (or approximately 70.2% of the Common Units if theunderwriters exercise in full their option to purchase additional shares of Class A common stock). See “Risk Factors — Risks Relatedto Our Capital Structure.” We will operate and control all of the business and affairs of XERC and its direct and indirect subsidiaries,and conduct our business through XERC. Following this offering, we will have two series of authorized common stock: shares of ClassA common stock, having one voteper share and economic rights, and shares of ClassB common stock, having one vote per share and no economic rights (collectively,the “Common Stock”). Holders of ClassA and ClassB common stock will vote together as a single class on all matters to be presentedto our shareholders for their vote or approval, except as otherwise required by applicable law or our Bylaws (as defined herein). Ouroutstanding ClassA common stock and ClassB common stock will represent approximately 69.7% and 30.3%, respectively, of the totalvoting power of our outstanding Common Stock immediately following this offering, assuming no exercise of the underwriters’ optionto purchase additional shares of ClassA common stock. See “Description of Capital Stock” and “Organizational Structure.” In connection with the offering, we will enter into a Tax Receivable Agreement (“TRA”) (as defined elsewhere in this prospectus)with XERC and the TRA Holders (as defined elsewhere in this prospectus) that will provide for certain cash payments to be made bythe Company to such TRA Holders in respect of certain future tax benefits received by X-Energy, Inc., utilizing cash for the benefit ofsuch unitholders that otherwise would have been available to us for other uses and for the benefit of all of our shareholders. Althoughthe actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, the Company expectssuch payments under the Tax Receivable Agreement are substantial. Any payments made by the Company to the TRA Holders willbenefit the TRA Holders and will reduce cash that might have otherwise been available to the Company for reinvestment or other uses.See “Risk Factors — Risks Related to Our Capital Structure” and “Certain Relationships and Related Party Transactions — TaxReceivable Agreement.” We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have takenadvantage of certain reduced disclosure obligations that apply to emerging growth companies regarding our financial statements andexecutive compensation arrangements. Investing in our ClassA common stock involves risks. See the section titled “Risk Factors” beginning on page24to read about factors youshould consider before buying shares of our ClassA common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 2,212,732 shares of Class A common stock, or up to 5% of the shares offeredby this prospectus, for sale at the initial public offering price through a directed share program to our directors, officers, and certainemployees and other parties related to X-Energy, Inc. See “Underwriting — Directed Share Program.” The underwriters have the option for a period of 30days from the date of this prospectus to purchase up to an additional6,638,198 shares of our ClassA common stock from us to cover over-allotments, if any, at the initial public offering price lessunderwriting discounts and commissions. ARK Investment Management, LLC and/or its affiliated entities have indicated an interest in purchasing up to $105.0 million ofshares of our Class A common stock being offered in this offering at the initial public offering price and on the same terms as the otherpurchasers in this offering. However, because indications of interest are not binding agreements or commitments to purchase, theun