Mangoceuticals to Merge with Nuclea to Advance Morpheus Microreactor to Market

Mangoceuticals announced on July 30 that it has signed a definitive business combination agreement with advanced nuclear technology company Nuclea Energy Inc., aiming to bring the latter's Morpheus microreactor to the public capital markets. Nuclea was founded in August 2023 and is headquartered in Mississauga, Ontario, Canada, focusing on the development of lead-cooled, factory-fabricated micro-modular reactors.

Under the agreement, a newly formed subsidiary of Mangoceuticals will merge with Nuclea, and the combined company will operate as an indirect wholly owned subsidiary of Mangoceuticals. Upon completion of the transaction, holders of Nuclea common shares will receive exchangeable shares of Mangoceuticals' subsidiary, which can be exchanged on a 1:1 basis for Mangoceuticals common shares and carry substantially the same economic rights and voting rights, subject to compliance with applicable Nasdaq rules.

Jacob Cohen, CEO of Mangoceuticals, stated that electricity demand driven by artificial intelligence and data centers is rising, and the company believes advanced reactors and microreactors will become important technology pathways to meet such demand. Josef Freundorfer, CEO of Nuclea, stated that the business combination will help the company accelerate its path to the public markets at a critical stage and advance the commercialization roadmap for the Morpheus project.

Nuclea disclosed that the Morpheus microreactor is currently in the conceptual design phase. It is a lead-cooled, graphite-moderated reactor with an output power scalable from approximately 3.5 MW to 50 MW. The design leverages the properties of lead coolant, including its high boiling point, near-atmospheric pressure operation, and natural convection cooling, with no water or steam used within the reactor. The company is also developing a patent-pending annular fuel arrangement design aimed at extending the refueling interval to 5 years.

According to Nuclea's vision, the Morpheus is manufactured using factory prefabrication and can be transported via standard rail and road, with the core module volume at approximately 3 cubic meters. The company identifies data centers, defense facilities, remote mining operations, and off-grid communities reliant on diesel generation as potential application scenarios.

Nuclea stated that it is seeking to advance its regulatory pathway in Canada through the Canadian Nuclear Safety Commission (CNSC) Vendor Design Review process, and in the United States through the U.S. Nuclear Regulatory Commission (NRC) Standard Design Approval process, with preliminary pre-application communications already conducted. Nuclea's business model is positioned as a technology integrator and intellectual property holder, with a focus on the reactor core, non-pressurized reactor vessel, internal fuel channel assemblies, and lead cooling system, while collaborating with third parties on power conversion and auxiliary equipment.

The transaction has been approved by the boards of directors of both Mangoceuticals and Nuclea. As the proposed number of shares to be issued will exceed 19.99% of Mangoceuticals' outstanding common shares, the transaction remains subject to approval by Mangoceuticals' shareholders and approval by Nasdaq for the initial listing application. Until the necessary approvals are obtained, the economic rights, voting rights, and exchange rights associated with the exchangeable shares will be subject to Nasdaq's 19.99% cap. Upon completion of the transaction, Mangoceuticals plans to file a Form S-4 registration statement with the U.S. Securities and Exchange Commission to solicit shareholder approval for the related share issuance and other matters.