X-Energy Inc-A 2026年季度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of June 2, 2026, the registrant had 287,458,734 shares of Class A common stock, $0.0001 par value per share, and 118,907,374shares of Class B common stock, $0.0001 par value per share, outstanding. Table of Contents Item 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets (Unaudited)3Condensed Consolidated Statements Of Operations And Comprehensive Loss (Unaudited)4Condensed Consolidated Statements Of Changes In Members’ Deficit And MezzanineEquity (Unaudited)5Condensed Consolidated Statements of Cash Flows (Unaudited)6Notes to Condensed Consolidated Financial Statements (Unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures About Market Risk36Item 4.Controls and Procedures37 Item 1.Legal Proceedings39Item 1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds83Item 3.Defaults Upon Senior Securities84Item 4.Mine Safety Disclosures84Item 5.Other Information84Item 6.Exhibits85 Signatures86 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Report”) contains “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements tobe covered by the safe harbor provisions for forward-looking statements contained in Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of1934, as amended. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,”“forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,”“strive,” “target,” “will,” “would” and negatives of those words and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Allstatements contained in this Report other than statements of historical fact are forward-looking statements,including, without limitation, statements regarding our future financial performance; anticipated trends, growthrates, and challenges in our business and in the markets in which we operate; the anticipated timeline for thecompletion of the Xe-100 design; expected timelines for the commercial delivery of our reactors for each of ourcustomers; our expectations with respect to the construction of our fuel fabrication facilities; future funding andexpectations with respect to the Advanced Reactor Demonstration Program (“ARDP”); and our ability tocapitalize on our expansion plans and opportunities. These forward-looking statements are based on information available as of the date of this Report and ourmanagement teams’ current expectations, forecasts and assumptions. These forward-looking statements areneither promises nor guarantees, and are subject to a number of important factors that could cause actual resultsto differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including without limitation: •changes to the appropriations or funding available under the ARDP, including any failure by theU.S. government to appropriate additional funding to the ARDP, either to complete the existingaward or in light of increased project costs and inflationary pressures;•our business with various governmental entities being subject to the policies, priorities, regulations,mandates and funding levels