Nuclea Energy has entered into a definitive business combination agreement with publicly traded Mangoceuticals, creating a path for the advanced nuclear technology company to obtain a Nasdaq listing.
Nuclea is developing Morpheus, a factory-built microreactor intended to provide continuous power for data centers, defense installations, industrial operations and remote communities.
Under the agreement, a newly formed indirect subsidiary of Mangoceuticals will amalgamate with Nuclea under the Business Corporations Act of British Columbia.
Nuclea shareholders will receive exchangeable shares carrying economic and voting rights intended to be substantially equivalent to Mangoceuticals common stock.
Assuming all exchangeable shares are converted and before accounting for a planned private investment, former Nuclea shareholders are expected to own approximately 96% of Mangoceuticals on a fully diluted and as-exchanged basis. Existing Mangoceuticals shareholders would retain approximately 4%, subject to adjustments under the agreement.
The transaction is structured to give Nuclea access to the public capital markets as it advances the development, licensing and potential commercialization of Morpheus.
Morpheus remains in the conceptual design stage and is being developed as a lead-cooled, graphite-moderated micro-modular reactor.
The proposed design can be scaled from approximately 3.5 megawatts of electrical output to 50 megawatts.
Nuclea said the use of lead coolant would provide a high boiling point, near-atmospheric operating pressure and passive natural-convection cooling without requiring pumps. The reactor is also being designed without water or steam inside the system.
The company has developed a proprietary, patent-pending annular fuel configuration intended to extend the reactor’s refueling cycle to as long as five years. Nuclea compared this with an industry standard of approximately 1.5 years.
Morpheus is being designed for factory fabrication and transportation by standard rail and road systems. Potential applications include hyperscale data centers, military installations, mines and off-grid communities currently reliant on diesel generation.
Nuclea believes growing electricity demand from artificial intelligence infrastructure, data centers, electrification and domestic manufacturing will increase the need for continuous sources of power.
The company is positioning Morpheus as an on-site or co-located power option for facilities that cannot be served efficiently by the existing electrical grid or intermittent renewable energy.
The companies expect the transaction to close before receiving certain required approvals. Until Mangoceuticals shareholders approve the applicable share issuances and Nasdaq approves the initial listing application, the rights associated with the new securities will be limited by a cap equal to 19.99% of Mangoceuticals’ pre-closing common stock.
Rights above that threshold will be deferred rather than canceled until the necessary approvals are received.
The transaction has been approved by the boards of both companies. Closing remains subject to shareholder, regulatory and other customary approvals, including applicable reviews under Canadian and U.S. competition and investment laws.
Mangoceuticals has also agreed to appoint at least three Nuclea-designated individuals to its board following the transaction, subject to Nasdaq requirements.
Support: Joseph Gunnar & Co. is serving as the exclusive financial advisor for the combination.
KEY QUOTES:
“This agreement gives Nuclea a faster path to the public markets at a defining moment for our industry. Demand for continuous, carbon-free power is accelerating, and microreactors are built to serve the data centers, defense installations and remote sites that the grid cannot efficiently reach.”
“As a public company, we expect to have the capital access and visibility to advance Morpheus toward first-of-a-kind delivery and to execute on our commercialization roadmap.”
Josef Freundorfer, Chief Executive Officer of Nuclea Energy
“The scale of capital being committed to power the AI build-out is enormous, and we believe advanced nuclear and microreactors will be a critical part of how that demand is met.”
“Nuclea brings a differentiated, inherently safe reactor design, a strong technical and regulatory team and a clear roadmap to commercialization, and we are excited to bring this opportunity to our shareholders.”
Jacob Cohen, Chief Executive Officer of Mangoceuticals
