Standard Nuclear Inc-A美股招股说明书(2026-07-16版)

This is the initial public offering of shares of ClassA common stock of Standard Nuclear, Inc. We areoffering 10,000,000 shares of our ClassA common stock in this offering. Prior to this offering, there has been no public market for our ClassA common stock. The initial publicoffering price per share of our ClassA common stock is $15.00. We have been approved to list our ClassA common stock on the New York Stock Exchange under thesymbol “STDN.” We have two classes of authorized common stock, ClassA common stock and ClassB common stock.The rights of the holders of ClassA common stock and ClassB common stock are identical, except with respectto voting and conversion. Each share of ClassA common stock is entitled to one vote per share. Each share ofClassB common stock is entitled to 20 votes per share and is convertible into one share of ClassA commonstock. Each share of Class B common stock will convert automatically upon the occurrence of certain events.See “Description of Capital Stock.” Upon the completion of this offering, outstanding shares of ClassB common stock will represent, andThomas Hendrix, our Founder, Chair of our board of directors and Executive Chairman (the “ExecutiveChairman”), will beneficially own, approximately 60.8% of the voting power of our outstanding capital stock(or approximately 60.6% if the underwriters exercise their option to purchase additional shares of our ClassAcommon stock in full). As a result, we will be a “controlled company” within the meaning of the corporategovernance standards of the New York Stock Exchange. See “Management—Controlled CompanyExemption.” We are an “emerging growth company” as defined under the federal securities laws and, as such, will besubject to certain reduced public company reporting requirements for this prospectus and future filings. See“Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on page32to readabout factors you should consider before buying shares of our ClassA common stock. Neither the SEC nor any other regulatory body or state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriting” for additional disclosure regarding underwriting discounts and commissions and estimatedoffering expenses. We have granted the underwriters the right to purchase up to an additional 1,500,000 shares of our Class Acommon stock to cover over-allotments, if any. At our request, the underwriters have reserved up to 5% of the shares of our Class A common stockoffered by this prospectus for sale at the initial public offering price through a reserved share program to ourdirectors, officers and certain of our employees. See “Underwriting — Reserved Share Program.” The underwriters expect to deliver the shares of common stock to purchasers on or about July 17, 2026. BofA Securities Evercore ISI Stifel RBC Capital Markets Table of Contents We have not, and the underwriters have not, authorized anyone to provide you with additional informationor information that is different from, or to make any representations other than those contained in, thisprospectus or in any free-writing prospectus prepared by or on behalf of us to which we may have referred youin connection with this offering. We and the underwriters take no responsibility for, and can provide noassurances as to the reliability of, any other information that others may give you. We are offering to sell, andseeking offers to buy, our ClassA common stock only in jurisdictions where offers and sales are permitted. Theinformation contained in this prospectus is accurate only as of the date of this prospectus, regardless of the timeof delivery of this prospectus or of any sale of our ClassA common stock. Our business, financial condition,results of operations and future growth prospects may have changed since that date. Unless the context requires otherwise, the words “we,” “us,” “our,” the “Company” and “StandardNuclear” refer to Standard Nuclear, Inc. and its subsidiaries taken as a whole. For purposes of this prospectus,unless the context otherwise requires, the term “stockholders” shall refer to the holders of our ClassA commonstock and ClassB common stock, collectively, and “common stock” shall refer to our ClassA and ClassBcommon stock, collectively. Through and including August 9, 2026 (the 25thday after the date of this prospectus) U.S.federalsecurities laws may require all dealers that effect transactions in our ClassA common stock, whether ornot participating in this offering, to deliver a prospectus. This is in addition to the dealers’ obligation todeliver a prospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions. For investors outside the UnitedStates, neither we nor any of the underwriters