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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2025

 OR

 TRANSITION
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________ to ___________________

 Commission
file number: 001-42044

 NANO
NUCLEAR ENERGY INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 88-0861977

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

Times Square, 30 th
Floor

 New
York, New York 10018

 (Address
of principal executive offices)

 (212) 634-9206

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class:

 Trading
 Symbol(s):

 Name
 of Each Exchange on Which Registered:

 Common
 Stock, par value $0.0001 per share

 NNE

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-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 for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of the last business day of the registrant's most recently completed second
fiscal quarter, the aggregate market value of its voting and non-voting common equity held by non-affiliates was $ 703,834,174 based on
the last reported sale price of our common stock on The Nasdaq Capital Market, which was $26.46 per share on March 31, 2025.

 As of December 16, 2025, there were 50,474,294 shares of common stock issued and
outstanding.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 i

 PART
I

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K (this "Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements
generally relate to future events or our future financial or operating performance and may include statements concerning, among other
things, financial results; business plans; future liabilities and other obligations; impairments and amortization; estimates of the financial
impact of certain items, accounting treatment, events or circumstances; and capital allocation. Our actual results could differ materially
and adversely from those anticipated in the forward-looking statements for many reasons, including the reasons described in our "Business,"
"Risk Factors," and "Management Discussion and Analysis of Financial Condition and Result of Operations" sections,
as well as those discussed elsewhere in this Report. In some cases, you can identify these forward-looking statements by terms such as
"anticipate," "seek," "believe," "continue," "could," "depends,"
"estimate," "expects," "intend," "may," "ongoing," "plan," "potential,"
"predict," "project," "should," "will," "would," "assumption"
or "judgment" or the negative of those terms or other similar expressions, although not all forward-looking statements contain
those words.

 These forward-looking statements present our estimates and assumptions only as
of the date of this Report and are subject to several known and unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Important factors
that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those
challenges and factors summarized below:

 Our
 ability to design, develop, manufacture, demonstrate, obtain regulatory approval for and ultimately sell our proposed nuclear reactors
 or other products, technologies or services we are developing.

 Our
 ability to source or internally develop the necessary fuel and material supply chain to power our next generation of advanced nuclear
 reactors.

 Our
 ability to source or internally develop the required transportation capabilities to move our reactors, their fuel, and other special
 materials critical to the commercial deployment of our reactor systems.

 Our
 ability to build internally, and to externally provide, nuclear service support and consultation services for the expanding and resurgent
 nuclear energy industry, both domestically and internationally.

 Our
 ability to source, retain, and expand our technical and business staff to meet the demands of our expanding and diversifying business.

 Our
 ability to raise the substantial amount of additional funds that will be necessary for our business to succeed, which funds may not
 be available on acceptable terms or available at all.

 The ability of key third party collaborators including, without limitation, The
University of Illinois Urbana-Champaign, to perform their obligations to us and meet goals and timelines as expected.

 Assumptions
 relating to the size of the market for our nuclear reactors or other products, technologies or services we are developing.

 Our
 ability to navigate the complex and time-consuming nuclear regulatory regimes in the jurisdictions we operate, including unanticipated
 regulations or regulatory failures that could add barriers, time and cost to our business plans.

 Our
 estimates of future expenses, capital requirements, revenue potential and our needs for, or ability to obtain, additional financing.

 Our status as a pre-revenue company in a rapidly evolving, complex and highly competitive
industry with a business model that is still being developed and is largely untested.

 Our
 ability to avoid a significant disruption in our information technology system, including security breaches, or our ability to implement
 new system and software successfully.

 Our
 ability to obtain and maintain intellectual property protection for our products.

 The
 other risks identified in this Report including, without limitation, those under " Risk Factors, " " Management's
 Discussion and Analysis of Financial Condition and Results of Operations," and " Business " as such factors
 may be updated from time to time in our other filings with the SEC.

 ii

 The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances.
You should not place undue reliance on the forward-looking statements. Except as required by law, we undertake no obligation to update
or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated events.

 Unless
the context requires otherwise, references in this Report to "we," "us," "our," "our company,"
"the Company" or similar terminology refer to NANO Nuclear Energy Inc., including its consolidated subsidiaries.

 SUMMARY
OF SIGNIFICANT RISKS

 The
following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could
materially adversely affect our business, financial condition and results of operations. You should read this summary together with the
more detailed description of each risk factor contained in the "Risk Factors" section of this Report.

 Risks
Related to Our Industry and Business

 We have incurred losses and have not generated any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate meaningful revenue for the foreseeable future.

 We are a pre-revenue company in an emerging market with an unproven business model, new and unproven technologies, and a short operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of your investment.

 Our business plans will require us to raise substantial additional amounts of capital. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders. In addition, we may be unable to secure government grants as part of our funding strategy.

 We and our officers and directors are presently parties to securities law and fiduciary duty lawsuits relating to our public statements made since our initial public offering. Our reputation may be damaged by these suits, and if we are unable to have them dismissed or should we receive adverse outcomes, our business and results of operations may suffer, including as a result of our indemnification obligations to our directors and officers.

 The failure of production and commercialization of our nuclear microreactors as planned, including within the timelines we currently anticipate, will adversely and materially affect our business, financial condition, and result of operations.

 We are in the process of developing nuclear fuel facilities designed to supply products and materials necessary for the successful operation of the growing advanced nuclear energy industry. The failure of completion and operation of any such facility as planned will adversely and materially affect our business, financial condition, and result of operations.

 We plan to produce a regulatorily licensed, high-capacity HALEU transportation system, capable of moving commercial quantities of HALEU fuel around North America and worldwide. The failure of production and commercialization of such products as planned will adversely and materially affect our business, financial condition, and result of operations.

 We aim to provide nuclear service
 support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally.
 Failure to do so as planned will adversely and materially affect our business, financial condition, and result of
 operations.

 We have undertaken and will continue to pursue strategic acquisitions. These acquisitions may be difficult to consummate and integrate and may create losses for us or not provide us with the anticipated benefits. We may not be able to successfully integrate our previous and future acquisitions or generate sufficient revenues or earnings from future acquisitions, which could cause our business to suffer.

 Two of our executive officers are presently engaged by us on an independent contractor basis, and two of our executive officers are engaged by us as employees. Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet, our Chief Technology Officer and Head of Reactor Development, are employed under employment agreements. Almost all of our executive officers have management, advisory or directorship positions with other companies and may allocate their time to other businesses, which may pose certain risks in fulfilling their obligations with us.

 iii

 Risks
Related to Our Intellectual Property

 If we fail to develop, gain approval for, protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

 We rely on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

 We may be accused of infringing intellectual property rights of third parties and be subject to content restrictions under relevant laws, which may materially and adversely affect our business, financial condition and results of operations.

 Risks
Related to Regulation and Compliance

 Our
 business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply
 with such laws and regulations could have a material adverse effect on our business.

 If
 we fail to comply with the laws and regulations relating to the collection of sales tax and payment of income taxes in the various
 states in which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance,
 which could harm our business.

 General
Risks Associated with Our Company

 We
 are highly dependent on our senior management team and other highly skilled personnel. If we are unable to attract, retain and maintain
 highly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business
 and results of operations could be harmed.

 Mr.
 Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board, has a significant influence over our company due to
 his ownership of a material percentage of our outstanding common stock. Also, his interests may not always be aligned with the interests
 of our other stockholders, which may lead to conflicts of interest that harm our company.

 Our
 ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational,
 financial and management controls and infrastructure, human resources policies and reporting system. These enhancements and improvements
 will require significant capital expenditures and allocation of valuable management and employee resources.

 We
 are subject to cybersecurity risks.

 We will continue to incur significantly increasing costs as a result of, and devote
substantial management time to operating as, a public company.

 We
 are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable
 to emerging growth companies will make our common stock less attractive to investors.

 Risks
Related to Ownership of Our Common Stock

 The trading market for our common stock is relatively new, and consistently robust
and liquid trading market may not develop or be sustained over the long term.

 The
 trading price of our common stock has been and may continue to be volatile, and you could lose all or part of your investment.

 If
 securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock
 price and trading volume could decline.

 Future
 sales of our securities or warrants exercisable for our common stock may depress our stock price.

 Our
 failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

 Our
 directors, executive officers and principal stockholders will continue to have substantial control over our company, which could
 limit your ability to influence the outcome of key transactions, including a change of control.

 If
 we issue equity securities in the future, your ownership in us could be diluted.

 We
 do not anticipate declaring any cash dividends on our common stock, which may adversely impact
 the market price of our stock.

 Sales
 of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could
 depress the market price of our common stock.

 We
 have a limited number of authorized shares of our common stock available for issuance which may limit our ability to issue securities
 in connection with capital raises for acquisitions or strategic partnerships or as compensation to our employees and directors in
 the future, unless we obtain stockholder approval to amend our amended articles of incorporation, referred to herein as our charter.
 Our inability to issue shares of our common stock could materially adversely affect our business and strategy.

 iv

 ITEM
1. Business

 Overview

 We
are a nuclear energy and technology company, developing smaller, simpler, and safer advanced clean energy solutions, utilizing proprietary
reactor designs, intellectual property, and research methods, to contribute towards a sustainable future. Led by a world class scientific
and management team, our business plan involves comprehensive engagement across every sector of the nuclear power and energy industry,
traversing the path from sourcing raw materials through to developing cutting edge advanced nuclear microreactors. Our dedication extends
further, encompassing ambitions within the commercial nuclear fuel transportation sector, the nuclear energy fuel supply chain, technology
development, and nuclear consulting services.

 Currently,
we are in the pre-revenue stage and are principally focused on four business lines as part of our development strategy:

 Nuclear Reactor Business. We are
 developing the next generation of advanced nuclear microreactors, with our principal focus centered on our KRONOS MMR
 Energy System. This high technology readiness level (or TRL), high-temperature gas-cooled reactor (or HTGR),
 Tristructural-Isotropic (or TRISO) fueled reactor is designed for both small- and large-scale operations, optimizing between size
 and output to allow for modularity and easier mass manufacturing, and efficient scalable energy generation.

 Our portfolio of reactors also includes the LOKI MMR
 reactor, a portable nuclear reactor designed for versatility in application and deployment which is also a HTGR utilizing TRISO
 fuel, and ZEUS reactor, a portable modular solid core battery reactor. Through the collaboration of our world-renowned
 nuclear scientists and engineers, the U.S. national nuclear laboratories, and government support, we believe our reactors will have
 the potential to impact the global energy landscape. Our goal is to commercially launch these products in the 2030s, and we are aiming
 to commercially launch the KRONOS MMR Energy System first in the early 2030s as we are currently dedicating the most time
 and resources to such product. However, this timeline is subject to various uncertainties, including ongoing planning and development
 activities, as well as potential regulatory, operational, and market-related factors, any of which may materially affect both the
 feasibility and timing of the launch. Accordingly, there can be no assurance that we will be able to launch the business as currently
 anticipated, or that such launch will occur within the 2030s, if at all. We also own the rights to the ODIN
 reactor, a portable modular low pressure coolant reactor, which we are currently in the process of selling as described below.

 January 2025 Acquisition of KRONOS and LOKI Assets

 On January 10, 2025, we closed the acquisition of
 certain assets related to the KRONOS MMR Energy System and the LOKI MMR Energy System from Ultra Safe Nuclear
 Corporation ("USNC"). These assets (the "USNC Assets") included (i) five contracts with third-party
 collaborators, (ii) 38 issued, pending or published patents, 16 registered, pending or published trademarks, and any other
 technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the
 KRONOS MMR Energy System in the United States and (iv) the business records of the USNC Assets and related rights. We
 acquired these assets through two new wholly owned subsidiaries incorporated in Nevada.

 The USNC Assets also included certain Canadian assets relating
 to both the KRONOS MMR Energy System and certain Canadian intellectual property rights relating to the LOKI MMR (the "Canadian
 Assets"). The Canadian Assets include, among other assets: (i) three contracts with Canadian authorities, including a license application
 (the "Chalk River License Application") with the Canadian Nuclear Safety Commission ("CNSC") associated with a
 KRONOS MMR TM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada (the "Chalk River Project"),
 (ii) the equity interests of a Canadian partnership that was believed at the time to hold the Chalk River License Application (the "Canadian
 Partnership"), and (iii) rights related to the Chalk River Project. The transfer of the Chalk River License Application and certain
 other of the Canadian Assets (such assets, the "Consent Assets") required the consent of certain Canadian governmental entities,
 including the CNSC (the "Canadian Consents"). We established an escrow of $250,000 deposited at the closing securing the Canadian
 Consents. If the Canadian Consents were not received within 90 days after the closing, we had the right to terminate the acquisition of
 the Consent Assets, receive the return of $250,000 held in escrow and forfeit our rights to the Consent Assets. Our right to acquire the
 Consent Assets was established pursuant to an option arrangement with our Chairman and President and his affiliated entities as described
 below.

 We closed our acquisition of the USNC Assets (including the
 Canadian Assets which were not Consent Assets, consisting of Canadian intellectual property rights) on January 10, 2025. The USNC Assets
 were acquired free and clear of any liens other than certain specified liabilities of USNC that were assumed, for a total purchase price
 of $8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC's
 pending Chapter 11 bankruptcy proceedings. We consider this purchase price to be advantageous for us as we believe based on publicly available
 information that USNC raised over $120 million for the development of the KRONOS MMR Energy System and that a major data center
 operator had conducted due diligence on the project while it was being developed by USNC. On December 18, 2024, the United States Bankruptcy
 Court for the District of Delaware, the court overseeing USNC's bankruptcy, approved the sale of the USNC Assets to us, including
 the Canadian Assets, which approval included our right to assign our purchase rights to the Consent Assets.

 We were first made aware of the bankruptcy sale opportunity
 for the USNC Assets a few weeks before the bankruptcy auction was scheduled to take place. As such, the process of bidding for and documenting
 the purchase was very expedited and provided us with only a limited ability to conduct full due diligence on the USNC Assets, particularly
 the Canadian Assets. Moreover, we were made aware at that time that certain Consent Assets (specifically the Canadian Partnership) could
 be encumbered by liabilities that could not be cleared through USNC's U.S. bankruptcy process, thus creating a risk to us should
 we assume such liabilities. To enable our ability to continue diligence of the Consent Assets to ensure we acquired the correct assets
 and did not assume or become exposed to any unknown liabilities, on the closing date of the USNC Asset acquisition, we assigned our rights
 to acquire the Consent Assets to Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain
 existing Canadian entities owned or controlled by Mr. Yu (the "Yu Entities"). Accordingly, on January 10, 2025, we entered
 into an option agreement ("Yu Option Agreement") with Mr. Yu and Yu Entities, pursuant to which we received an option back
 from Mr. Yu and the Yu Entities to acquire for nominal consideration, for a period of five years beginning with the receipt by the Yu
 Entities of the Consent Assets upon receiving the Canadian Consents, any or all of the equity interests of the Yu Entities or the Canadian
 Partnership, the other Consent Assets or the material assets and business of the Canadian Partnership. The assignment of the right to
 acquire the Consent Assets and the Yu Option Agreement were unanimously approved by our disinterested directors. Given the uncertainties
 regarding the Consent Assets at that time, we believe this option arrangement was the most efficient and cost-effective structure (particularly
 since the option was exercisable by us for only nominal consideration) for us to close the bankruptcy sale and secure the right to acquire
 Consent Assets, while also preserving our ability to progress the KRONOS project in Canada and facilitate the Canadian Consents.

 Acquisition of GFPL and 2025 Progress with Chalk River
 Project

 During 2025, we sought Canadian Consents for the Consent Assets
 (most notably, the Chalk River License Application). As part of our continuing due diligence, we learned that a USNC affiliate called
 Global First Power Ltd. ("GFPL"), and not the Canadian Partnership, was in fact the holder of the Chalk River License Application.
 Further, we were informed by the CNSC that the Chalk River License Application could not be transferred and that only GFPL itself could
 complete the Chalk River License Application and obtain the license for the Chalk River Project or, alternatively, we or our subsidiaries
 or designees would need to file a new application with the CNSC. Accordingly, we determined that the most efficient course of action for
 our company to continue the Chalk River Project would be for us to acquire GFPL itself and thereby acquire the Chalk River License Application.
 As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC's plan of liquidation
 in bankruptcy, GFPL, our company and our subsidiary Kronos MMR Inc. entered into a Purchase Agreement (the "GFPL Purchase Agreement")
 pursuant to which Kronos MMR agreed to purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in
 the GFPL Purchase Agreement (including the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances
 and other interests. The purchase price for GFPL was our assumption of an approximately $0.65 million liability, which was the amount
 owed by GFPL to the CNSC for pre-petition bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application
 which first arise and relate to, or become due and payable in the ordinary course after the closing of such acquisition, plus a $15,000
 expense reimbursement allowance. On September 2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved
 by the Bankruptcy Court, and on October 16, 2025, such transaction was closed. We expect to pay the $0.65 million assumed liability using
 cash on hand in the near future.

 As a result of the foregoing, neither the Yu Entities nor
 our company formally acquired the Consent Assets, and given our subsequent due diligence and discussions with CNSC following our acquisition
 of the USNC Assets, we have determined that (i) our acquisition of GFPL provides us with all of the rights and assets we require from
 USNC to progress the Chalk River Project, (ii) the Consent Assets subject to the Yu Option Agreement are immaterial to our plans and need
 not be acquired, with the result that we expect to terminate the Yu Option Agreement and (iii) given that the
 Canadian Consents were not achieved on a timely basis, we intend to seek a return of the $250,000 escrow amount. In late October 2025,
 we announced our rebranding of GFPL to the name True North Nuclear.

 Our KRONOS MMR Reactor and Key Collaboration with
 The University of Illinois

 The KRONOS MMR reactor is our lead reactor
 development project, and we are currently prioritizing this project over our other microreactors in development. It is a stationary reactor
 design that targets new markets beyond those targeted by our smaller microreactors, which are designed for more remote locations, such
 as island and remote communities, remote industry such as mining projects or oil and gas. The KRONOS MMR reactor will
 also target larger population centers, larger industrial operations, industrial heat for larger industries, and data and artificial intelligence
 centers for the tech industry. The KRONOS MMR design incorporates negative reactivity feedback, passive heat removal,
 passive shutdown characteristics, and uses helium — an inert gas — along with TRISO fuel. These features allow the reactor
 to safely dissipate heat without operator intervention or external power.

 On March 29, 2025, we executed a Sponsored Research Agreement
 Amendment No. 2 with The Board of Trustees of the University of Illinois (referred to for these purposes as "U of I") that
 substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship with The University
 of Illinois Urbana-Champaign ("UIUC") for the KRONOS MMR project. Under the Sponsored Research Agreement and its amendments
 (the "UIUC Agreement"), our company, in collaboration with U of I, will construct, obtain regulatory approval for, and deploy
 a KRONOS MMR research and test reactor on the UIUC campus. The UIUC Agreement as entered into with U of I is effective January
 1, 2022, and will terminate on February 28, 2027, unless terminated earlier, for convenience by either party by providing 30 days'
 advance written notice, for material breach by either party that is uncured within 30 days after providing notice, or immediately upon
 notice, if (i) the parties cannot agree on an acceptable successor U of I principal investigator for the project (if either of the current
 U of I principal investigators become unable to perform), (ii) we are declared insolvent, cease (or threaten to cease) to carry on our
 business, or an administrator or receiver has been appointed over all or part of our assets; (iii) we fail to pay promptly research costs
 to U of I under a budget not to exceed approximately $3.4 million; or (iv) either party is debarred or excluded from participating in
 any government program. Under the UIUC Agreement, each party owns the inventions it develops alone, and any inventions developed together
 are jointly owned. At our request and expense, U of I will file patent applications in the United States and foreign countries for any
 U of I or joint inventions. With U of I approval, we may control patent application filing, prosecution, and maintenance. We have also
 received a non-exclusive, non-transferable royalty-free license to practice each U of I invention for commercial purposes within the field
 of nuclear energy. In mid-April 2025, we launched a recruitment initiative focused on the Midwest region to support our plans to construct,
 demonstrate and gain regulatory approval for full-scale KRONOS MMR Energy System in both the United States and Canada.

 In late April 2025, the U.S. Nuclear Regulatory
 Commission ("NRC") issued its final Safety Evaluation (SE) approving the Fuel Qualification Methodology Topical Report
 (FQM TR) for the advanced fuel design to be used in the KRONOS MMR Energy System. The FQM TR is a technical document that
 defines the analytical framework and testing approach by which irradiation data and fuel performance information will be evaluated
 to demonstrate that the KRONOS MMR fuel meets NRC safety and reliability requirements. Approval of the FQM TR does
 not in itself authorize construction or operation of the KRONOS MMR reactor; rather, it provides regulatory acceptance of the
 methodology that will be used to qualify the fuel in subsequent testing and licensing steps. This milestone is significant because
 it reduces licensing uncertainty by establishing NRC-endorsed criteria for demonstrating that the fuel will perform as intended
 under both normal operating and accident conditions. The next stages in the regulatory process, all of which we anticipate
 completing by early 2026, include completing the associated safety and environmental analyses, and submitting an application for a
 construction permit for the KRONOS MMR reactor at UIUC. We plan to submit the construction application for the
 KRONOS MMR reactor in early 2026 and anticipate receiving the approval in the first half of 2027, subject to the
 NRC's review process. The duration of the NRC's review depends on the scope and content of the application, and
 licensing for advanced reactors may extend over several years. The NRC's approval of the FQM TR therefore marks the beginning
 of the staged regulatory process that we must complete in order to obtain authorization to construct and ultimately operate KRONOS
 reactors.

 As of the date of this Report, we have already made material
 progress with the KRONOS MMR, including affirming the collaboration for this project with UIUC; however, we have not yet determined
 a definitive timeline for demonstration, licensing and commercial launch of this reactor, but when considering construction timelines,
 licensing timeframes, sourcing key materials and fuel, we estimate the early 2030s for commercial readiness.

 We believe that the diversity of our products in
 development positions us to capitalize on growing financial investment and societal momentum driving advanced nuclear energy
 technologies on a global scale across multiple different areas. We will leverage our world-class technical team to analyze and
 optimize these technologies, key components, and intellectual property, before integrating them into its operational frameworks and
 ongoing innovative efforts. We also intend to build upon and strengthen the extensive industry relationships that USNC established
 during its operations, including those with UIUC and the Canadian Government to build prototype reactors. Once operational in the
 future, our plan is to be able to sell a majority of the energy produced at the UIUC using the KRONOS MMR reactor,
 with UIUC retaining a portion for its own use.

 Our Other Microreactor Projects

 Our LOKI MMR reactor directly benefits from
 the advancement and development of the KRONOS MMR reactor, as both share similar technological features. Accordingly,
 the development timeline of LOKI MMR reactor is expected to be analogous to that of KRONOS MMR reactor.

 The portable LOKI MMR reactor will target
 multiple applications, including remote locations unsuitable for larger reactor systems, such as islands; remote industrial operations,
 such as mining and oil and gas projects; and extra-terrestrial applications that require consistent power. The commercial deployment of
 the LOKI MMR reactor is expected to depend primarily on demonstrated market demand and customer interest, which may
 incentivize us to invest in the construction of a prototype or demonstration reactor and to initiate the licensing process with the NRC.
 As of the date of this Report, we are still in the process of assessing and developing demonstration, licensing and commercial launch
 timelines for this reactor. We expect to commercially launch the LOKI MMR reactor in the 2030s.

 Our ZEUS and ODIN microreactors have moved
 from the design stages to physical test work stages, with materials testing, irradiation testing, and initial rig construction
 currently underway, to ensure the accuracy of our modelled reactors and to optimize the dimensions and composition of the systems.
 We believe there is potential for our ZEUS microreactor to be commercially launched in the 2030s. We have conducted and
 completed external design audits on the ZEUS and ODIN reactor designs to provide external validation for our designs.
 The design audits for those reactors were conducted and completed by the Idaho National Laboratory ("INL"). Currently,
 we are actively engaged in the engineering development and design optimization of the ZEUS reactor, while undergoing a
 proposed sale process for ODIN technology. We are evaluating the most effective means of tailoring our technology to address
 specific key markets, particularly military and remote applications that require smaller power outputs, for which we believe the
 ZEUS reactor is suited to supply. Upon the conclusion of these evaluations, we plan to accelerate our development of the
 ZEUS technology, including expanding rig test work and collaborating with identified end users to advance a demonstration reactor for
 licensing. We have had informal meetings with the NRC, informing them of the status of our ZEUS microreactor design and the
 estimated internal timelines for our microreactor developments, with an understanding that definite timelines will be provided once
 available, to allow the NRC to arrange the necessary personnel to oversee the microreactor licensing process. We increased the size
 of the technical teams during 2024 and 2025 to expedite the development of the reactor systems, as well as recruiting former NRC
 personnel to oversee our regulatory licensing processes, and to engage directly with the NRC to facilitate the commercialization
 planning In March 2025, we announced that we had assembled the first reactor core hardware of our ZEUS microreactor for initial
 non-nuclear testing.

 Pending Sale of ODIN Reactor Project

 Notwithstanding the progress made with ODIN
 technology to date, given our corporate emphasis on the KRONOS MMR reactor as our lead project, and the fact
 that all of our reactor designs, except for the ODIN reactor, are within the high-temperature gas-cooled reactor family, we are
 considering strategic alternatives for ODIN. In September 2025, we signed a letter of intent for the proposed sale of
 our ODIN microreactor design and all associated intellectual property to Cambridge Atom Works, a United Kingdom based
 advanced reactor developer who is already developing the ODIN technology for us on an outsourced consulting basis. This
 letter of intent called for a total purchase price of $6.2 million, with a $250,000 upfront non-refundable down payment to us and a
 $5.95 million payment in 2026 as well as future low single-digit royalties payable to us based on net sales if and when ODIN
 technology is commercialized. As of the date of this this Report, the transaction remains subject to execution of definitive
 documentation and the satisfaction of customary closing conditions. This sale is intended to monetize our investment in the project
 to date and enable us to allocate more time and resources to the KRONOS MMR reactor and our other designs and
 technologies.

 Additional Developments Regarding Our Microreactors

 In addition, in August 2024, we purchased a 14,000 sq.
 ft., 2-story building in Oak Ridge, Tennessee for $1.7 million to house our Nuclear technology branch ("Nuclear Technology
 Branch"). Michael Norato, Ph. D., an INL and Department of Energy ("DOE") veteran, was appointed as our Director of
 Nuclear Facilities and Infrastructure in December 2024. Dr. Norato will oversee the construction, development and licensing of our
 key facilities, including our 14,000 sq. ft. Oak Ridge, Tennessee Nuclear Technology Branch, as well as our future test bed reactor
 sites for experiments related to our ZEUS microreactor currently in development. He will also lead the establishment of deconversion
 and fuel processing facilities, helping to further our goal of being a vertically integrated leader in the U.S. nuclear fuel
 cycle.

 In January 2025, we entered into a lease for a facility in
 Westchester County, New York where we have established a purpose-built facility to assemble and demonstrate the operation and viability
 of several non-nuclear parts and components of our nuclear microreactors in development. In February 2025, we engaged aRobotics Company,
 a leading innovator in robotics fabrication, inspection, engineering and testing, to oversee the multimillion dollar build out of this
 facility. aRobotics has also assisted us with the fabrication of key components for the facility. We committed approximately $3 million
 to retrofit this facility. In May 2025, we announced the completion of our retrofit of our demonstration facility and the commencement
 of operations there. Our demonstration facility is currently supporting ongoing work on our SBIR Phase III project for our Annular Linear
 Induction Pump (ALIP) technology, which has been assembled onto a test loop and integrated to a controllable test setup for variable design
 validation at the facility. We anticipate commercializing ALIP in 2026.

 In July 2025, we announced that we will provide critical
 engineering and environmental services for our planned construction and deployment activities at the UIUC for our KRONOS
 MMR Energy System. As part of this initiative, we have engaged AECOM, a global infrastructure leader, under a
 master services agreement to support site-specific engineering, environmental analysis and regulatory planning at UIUC. The
 agreement lays the groundwork for site-specific engineering in preparation for deploying the first KRONOS MMR
 Energy System at UIUC, a globally recognized hub for nuclear research and innovation. Planned activities include detailed
 environmental reviews, regulatory pathway planning, and site drilling to obtain the geological data required for submitting a
 construction permit application to the NRC. We anticipate submitting our construction permit application to the NRC in early 2026,
 and receiving the construction permit in 2027. However, there can be no assurance that we will be able to meet this anticipated
 timeline, as the submission is subject to the completion of ongoing technical, regulatory, and operational preparations, which may
 be affected by factors beyond our control. Notwithstanding the foregoing, this is expected to be the first construction permit for a
 microreactor issued in the United States. The permit application will not incur any government fees, as the KRONOS reactor, due to
 its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

 In tandem with geological characterization work at the UIUC
 site that commenced in the fourth quarter of 2025, we launched a recruitment initiative in the second half of 2025 focused on the Midwest
 region to support our plans to construct, demonstrate and gain regulatory approval for full-scale KRONOS MMR in both
 the United States and Canada. This workforce build-out will consolidate the expertise and provide the personnel necessary to complete
 the construction permit application and begin construction of the first KRONOS reactor prototype on the UIUC campus shortly thereafter. To support
 this effort, on July 30, 2025, we announced our acquisition of a 2.75-acre land and building package in Oak Brook, Illinois to serve as
 a regional demonstration and office facility to support the development of the KRONOS MMR reactor.

 In September 2025, we announced that we signed a 10-year Cooperative
 Research and Development Agreement ("CRADA") with the INL. With this agreement, we plan to accelerate our advanced microreactor
 programs, including the stationary KRONOS MMR and portable LOKI MMR systems.

 On October 7, 2025, we announced that, with the support of
 Governor JB Pritzker and the Illinois Department of Commerce and Economic Opportunity, we will establish a manufacturing and research
 and development facility in Illinois. We plan to make an investment of more than $12 million with the support from the Reimagining Energy
 and Vehicles in Illinois (REV Illinois) program, which is expected to enable us to establish our operations and create 50 new full-time
 jobs in Illinois. For this effort, we will receive $6.8 million in incentive awards from the REV Illinois program.

 Significant capital will be needed to support our
 facility construction, licensing, fuel qualification testing, regulatory compliance, prototype construction, and workforce expansion
 for the development of our microreactors. We estimate that the capital costs needed to construct prototype KRONOS MMR TM
 reactors at the UIUC and Canada over the next several years could be around $300 million to $350 million per reactor. This range
 reflects inherent uncertainty in building a first-of-a-kind reactor due to several factors that can result in a material increase to
 these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply
 chain considerations. Subsequent reactors' capital costs are expected to decline substantially due to supply chain scaling for
 mass production of components, factory fabrication, modular assembly, and multiple deployments.

 Fuel Processing Business. Through our subsidiary,
 HALEU Energy Fuel Inc., and in coordination with the DOE, we are seeking to develop a domestic low-enriched uranium (LEU) and high-assay
 low-enriched uranium (HALEU) fuel supply chain to supply fuel not only for our own reactors but also to the broader advanced nuclear reactor
 industry. We have tentatively identified the site where we intend to construct the facilities and have begun to build the team to design
 and develop these facilities. However, as of the date of this Report, we have not yet commercially launched our fuel processing business.
 We expect to launch our fuel processing business in 2026. This timeline is subject to a number of uncertainties, including, without limitation,
 asset due diligence, contract negotiations, site evaluation, due diligence related to potential conversion facilities, and the acquisition
 of relevant business, any of which may materially affect both the feasibility and timing of the proposed launch. As a result, there can
 be no assurance that we will proceed with the launch as currently anticipated, or that the launch will occur in 2026.

 The launch of this business can be established through multiple
 avenues, which are all currently under examination by management. We may consider investing in existing pilot conversion operations, where
 U O is converted into uranium hexafluoride (UF). This UF would then undergo an enrichment process before being
 deconverted and fabricated into nuclear fuel. Alternatively, we may pursue licensing existing conversion technologies to build our own
 conversion facility. Management is also examining the future acquisition of a uranium mining operation (although we have not entered into
 any material definitive agreements as of the date of this Report), any of which would signify progress in advancing our strategy to de-risk
 our fuel supply chain. We are actively evaluating existing pilot conversion facilities in which we may acquire an equity interest through
 investment in their development, and we are currently conducting the necessary due diligence, although as of the date of this Report,
 we have not entered into any definitive agreement for such acquisition. In parallel, we are exploring the collaboration opportunities
 with companies that license conversion technology to assess the potential for the longer-term construction of additional fuel facilities.
 We are also evaluating uranium mining prospects and considering the acquisition of assets that would support our long-term vertically
 integrated strategy, although we have not entered into any material definitive agreements as of the date of this Report. We have made
 a $2 million strategic investment in, and entered into a collaboration with, a laser-based uranium enrichment technology company, LIS
 Technologies Inc. ("LIST") (which is a related party), to support the development of their technology. Through this investment
 and related collaboration, we aim to assist in advancing LIST's technologies to secure a reliable low enriched uranium fuel supply
 for our future operations and the broader nuclear energy industry. The parties intend that LIST will provide us with enriched uranium
 hexafluoride (UF6) at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement
 to be agreed upon between the companies in the future. To support LIST, we intend to construct the back end facilities alongside LIST's
 enrichment facility, including the deconversion facility. We also leased 7,000 square feet of space at our Nuclear Technology Center in
 Oak Ridge, Tennessee to LIST. Our relationship with LIST is considered a related party transaction since certain of our executive directors
 and officers, including Jay Jiang Yu and Dr. Tsun Yee Law, also serve as directors and officers for LIST, and James Walker and Jaisun
 Garcha serve as consultants to LIST. Our investment in LIST was unanimously approved by all of our disinterested independent directors.

 In December 2024, we announced that LIST and our company were
 selected by the DOE to participate as one of six contract awardees in the DOE's Low-Enriched Uranium (LEU) Enrichment Acquisition
 Program ("LEU Acquisition Program"). Under the contract awarded to LIST, LIST was selected as the prime contractor, with our
 company as the key subcontractor bringing our technical and regulatory expertise in advanced nuclear solutions to the collaboration. LIST
 will oversee the development of the primary uranium enrichment processes using its novel laser technology, while our company will contribute
 towards development in the areas of conversion, deconversion, fuel fabrication, and fuel transportation. The total overall amount appropriated
 under the LEU Acquisition Program across all six contract awardees is anticipated to be $3.4 billion, to be awarded by the DOE via agreed
 to task orders each having a minimum value of $2 million. We believe that participation in the $3.4 billion LEU Acquisition Program provides
 technical validation and potential federal contracts to support our operations.

 In July 2025, we announced that we have signed a memorandum
 of understanding with UrAmerica Ltd. ("UrAmerica"), a private exploration company with a package of uranium and other critical
 metals licenses primarily in Chubut Province, Argentina. The newly signed memorandum formalizes the discussions that we initiated with
 UrAmerica to explore strategic development across Argentina's uranium-fuel supply chain. We are currently working together to evaluate
 specific opportunities that could aid us in securing a dependable source of material for future supply chain options. Such evaluations
 may lead to the signing of definitive agreements between us and UrAmerica related to particular projects. Through this memorandum, we
 and UrAmerica aim to build the mining and milling capacities of the uranium supply chain in Argentina with the intention to be a part
 of the uranium fuel cycle exports into the U.S. Under the memorandum, we will pursue (i) favorable uranium offtake agreements, (ii) potential
 investments in mineral production and (iii) fuel-cycle infrastructure, and (iv) future joint ventures or related collaboration. One of
 our goals in entering into the memorandum is to help modernize Argentina's nuclear sector while strengthening U.S. energy security
 by sourcing materials for nuclear fuel from a reliable partner.

 Additionally, NRC approvals will be required for fuel processing
 and handling of enriched uranium (including HALEU). We are evaluating the potential for the relevant state authority to assume primary
 licensing responsibilities, rather than the NRC. Under the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"),
 the NRC may enter into agreements with individual states (referred to as "Agreement States") to delegate regulatory authority
 over certain nuclear materials and related facilities. Agreement States are authorized to regulate activities involving source material,
 byproduct material, and certain special nuclear material within their jurisdiction under NRC-approved regulatory frameworks. In practice,
 this includes the licensing and oversight of uranium mills, conversion facilities, and other facilities handling source material. Any
 such state-level regulation must remain consistent with NRC requirements and is subject to ongoing NRC review to ensure compliance with
 federal safety and environmental standards. As of the date of this Report, we have not submitted any applications for approvals from the
 relevant regulatory authorities with respect to our proposed fuel processing business. Prior to formally commencing operations, we intend
 to use commercially reasonable efforts to obtain all required approvals, licenses, and permits from NRC, the Agreement States, and DOE,
 as appropriate, before we formally launch our fuel processing business. We cannot commence commercial fuel processing activities until
 all such approvals have been granted, and there can be no assurance that the timing, scope, or outcome of the approval process will not
 affect the launch or development of our business.

 Significant capital will be needed to support our
 facility design, licensing, and construction for our fuel processing business. In order to achieve our long-term strategy, we expect
 to raise additional capital (including through our $900 million shelf registration offering) or secure other sources of
 financing, in addition to the net proceeds of approximately $570 million from the prior financings in both 2024 and 2025, to support
 our fuel processing business.

 Fuel Transportation Business. Our transportation
 business will build on existing work completed at INL, Oak Ridge National Laboratory ("ORNL") and Pacific Northwest National
 Laboratory ("PNNL"), the world's premier U.S.-backed nuclear research facilities. As of the date of this Report, we
 have not yet commercially launched our fuel transportation business. We expect to launch our fuel transportation business by 2028, however,
 the timeline of which could be impacted by progress in acquiring assets and businesses within the nuclear transport industry to possess
 our company with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation,
 and as of the date of this Report, we have not entered into any definitive agreements for such acquisition. Accordingly, there can be
 no assurance that we will be able to launch the business as currently anticipated, or that such launch will occur by 2028, if at all.

 Our fuel transportation business is still at the development
stage as of the date of this Report. We received an exclusive license for a high capacity HALEU fuel transportation basket design in
April 2024, which will form the basis for a new transportation package to complement a complete transportation system. This license grants
us, as the licensee, exclusive rights for the use and development of the technology. In addition, the licensor is not permitted to license
the technology to any other parties within the specified scope. We believe this technology is the most advanced concept in the United
States for moving HALEU in commercial quantities. We are currently conducting work to modify the design to accommodate a variety of different
fuel forms, so we are positioned to move fuel for both of our reactors and to enable us to provide transportation services to any nuclear
company looking to move commercial quantities of fuel. In September 2024, we signed an agreement with GNS Gesellschaft f r Nuklear-Service
mbH ("GNS") to undertake a wide-ranging project to produce an optimized HALEU transportation system solution based on our
exclusively licensed fuel transportation basket design. The GNS agreement encompasses a study for the transport of multiple HALEU nuclear
fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt fuel for molten salt reactors,
thus optimizing the quantity of material that can be transported and developing a conceptual package design that will accommodate the
new basket design. We also seek to acquire assets and existing businesses within the nuclear transportation industry to possess our company
with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation, although
we have not entered into any definitive agreements as of the date of this Report. We intend to obtain NRC certification for our high-capacity
HALEU transportation system to move commercial quantities of HALEU fuel around North America and internationally, complete further engineering
work to modify designs for multiple fuel types, including UO (uranium dioxide), UN (uranium nitride), UZrH (uranium zirconium
hydride), UF (uranium-fluoride based fuels), and TRISO (tristructural isotropic particle fuel). As of the date of this Report, we have
adapted our initially licensed intellectual property to accommodate additional fuel forms and have also begun evaluating broader transportation
system development that may ultimately enable us to offer an integrated package capable of transporting multiple types of fuel for our
commercial partners. If this business is developed and commercialized, we believe this product will serve as the basis for a domestic
HALEU transportation company capable of providing commercial quantities of HALEU fuel. We hope to put our fuel transportation business
into operation by 2028. We have also brought on a former United Parcel Service (UPS) executive who works for our fuel transportation
subsidiary to assist in growing the transportation business around our technology.

 Development and NRC certification of the transportation system will require funding for engineering and regulatory licensing preparation. We plan to raise additional capital, including through our $400 million at-the-market offering program, to acquire logistics assets or companies to internalize transport capabilities, although as of the date of this Report, we have not entered into any definitive agreements for such acquisitions.

 Nuclear Consultation Services. We also
 plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry in 2026, both
 domestically and internationally. Regulatory approval is not required to provide such services. This business opportunity represents
 our nearest term revenue generating opportunity. As of the date of this Report, we have not yet formally launched our nuclear
 consultation business, although we have generated a small amount of revenue from providing services to Digihost as described below.
 Our goal is to start providing nuclear service support and consultation services for the nuclear energy industry in 2026. However,
 this timeline is subject to various uncertainties, including ongoing discussions with Digihost as well as potential acquisitions of
 similar business (described below), and market-related factors, any of which may materially affect both the feasibility and timing
 of the launch. Accordingly, there can be no assurance that we will be able to launch the business as currently anticipated, or that
 such launch will occur in 2026, if at all.

 As part of our domestic initiatives, following our collaboration
 with Digihost Technology Inc. ("Digihost") in December 2024, we provided consulting services to Digihost from April to June
 2025, despite not having formally launched our consulting service offerings. Our consulting support contributed to the planning and execution
 of the Digihost project and included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently
 evaluating strategic acquisitions or collaborations to expand our business operations and formally establish our consulting services,
 and have commenced several material discussions with potential targets for such acquisitions or collaborations, but as of the date of
 this Report, we have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention
 to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business
 in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over the next twelve
 months to recruit additional staff and build corresponding infrastructure to be capable of providing these services both domestically
 and internationally. As of the date of this Report, we believe we have sufficient funds to support the development of our nuclear consultation
 services.

 Our
Mission

 Our
mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share
in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had constant
communications with key U.S. government agencies, including the DOE, the INL and ORNL, which are a part of the DOE's national nuclear
laboratory system. Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre
and The University of California, Berkeley.

 Our
Industry and Market

 We
believe that the U.S. domestic nuclear energy sector is undergoing a renaissance that we believe we can capitalize on. Strong demand
signals and investment support from the Tech Industry, growing demand for clean energy sources to support climate mandates, combined
with DOE programs intended to build back national nuclear infrastructure, have created positive market momentum and investor sentiment,
which is further driving development and market forces within the nuclear energy industry.

 We
strongly support objectives of the DOE and the International Atomic Energy Agency (IAEA) for the peaceful use of nuclear energy, and
we intend for our technology to form part of the U.S. foreign policy to advance the peaceful use of nuclear energy, science and technology,
and drive new resources to projects and activities in developing countries with the greatest need. A key part of our business plan will
seek to become a nuclear technology organization that can grow the U.S. global energy market engagement and concurrently support global
market opportunities.

 In
2021, the White House published a statement titled "FACT SHEET: President Biden Sets 2030 Greenhouse Gas Pollution Reduction
Target Aimed at Creating Good-Paying Union Jobs and Securing U.S. Leadership on Clean Energy Technologies." On May 23, 2025,
President Trump signed a series of executive orders aimed at accelerating the development and deployment of nuclear energy in the United
States. These directives set forth a national objective to quadruple nuclear energy capacity by 2050 and direct federal agencies, including
the DOE and the NRC, to implement policy reforms supporting the restart of shuttered plants, expedited licensing of new reactors, and
expanded investment in advanced nuclear technologies such as small modular reactors (SMRs). The orders also emphasized strengthening
the domestic uranium supply chain and supporting workforce development initiatives. These policy measures are expected to significantly
impact the regulatory environment, capital access, and strategic direction of the nuclear energy sector.

 The
United States has taken numerous steps in recent years to reduce its dependence on carbon-emitting energy sources. The U.S. had previously
set a goal to reach a 100% carbon pollution-free electricity system by 2035, and President Biden set a target of a 50 to 52% reduction
from 2005 levels in economy-wide net greenhouse gas pollution by 2030, underlining the Biden administration's desire for new energy
solutions which are at the core of our business plans. Additionally, the "net zero world" initiative signals the U.S.'s
proactive stance in working with countries to lead a global transition to net zero emissions by 2050. While it remains unclear how the
Trump administration will view the net world zero initiative, it has already voiced support for the advanced reactor industry and declared
its intention to support the build back of the nuclear industry in the United States.

 Our
Micro Nuclear Reactor Business

 A
key pillar of our business plan is to provide readily replaceable mobile reactors which we can provide to customers, along with operative
personnel, to power projects, residential and commercial enterprises, and major development projects. Our vision is to be a commercial
and domestic energy supply leader within the U.S. nuclear industry, and to advance U.S. domestic and foreign policy and national security
priorities. The mobile, lower-cost and ultra-safe solid core model of our micro-reactor vision will provide a clean energy option that
supports initiatives for sustained international engagement and promotes enhanced and more efficient cooperation and assistance in the
application of peaceful uses of nuclear energy, science, and technology. We will also drive resources to projects and activities in developing
countries of greatest need by supplying energy to areas removed from the grid.

 We
are developing the next generation of advanced nuclear microreactors, with our principal focus centered on our KRONOS MMR
Energy System. This high technology readiness level (or TRL), high-temperature gas-cooled reactor (or HTGR), Tristructural-Isotropic
(or TRISO) fueled reactor is designed for both small- and large-scale operations, optimizing between size and output to allow for
modularity and easier mass manufacturing, and efficient scalable energy generation. The design employs helium coolant and TRISO
particle fuel, integrating the reactor core into a fully sealed module intended to be manufactured off-site. The modular
architecture is designed to shorten construction timelines, facilitate road transport of components and assemblies, and enable co-location with industrial or
institutional users.

 The reactor is engineered to
operate using LEU+ fuel, allowing near-term deployment before widespread commercial availability of high-assay low-enriched uranium
(HALEU). Our KRONOS reactor incorporates passive safety features, including large thermal margins between operating
temperatures and fuel failure thresholds, and relies on inherent material and geometry characteristics to maintain safe conditions
without active intervention. We plan to advance a full-scale KRONOS demonstration reactor in partnership with the University
of Illinois Urbana–Champaign (UIUC) while pursuing U.S. Nuclear Regulatory Commission (NRC) licensing. We have also explored
potential deployment pathways in Canada for remote northern communities reliant on diesel for power. As of the date of this Report,
we have already made material progress with the KRONOS MMR reactor, including affirming the collaboration for this project
with UIUC; however, we have not yet determined a definitive timeline for demonstration, licensing and commercial launch of this
reactor, but when considering construction timelines, licensing timeframes, sourcing key materials and fuel, we estimate the early
2030s for commercial readiness.

 We are also developing the LOKI
MMR reactor, which was acquired alongside the KRONOS MMR reactor intellectual property portfolio as part of the USNC
Asset acquisition. The LOKI MMR reactor is a compact microreactor designed for transportable deployment and rapid
installation, targeting applications such as remote industrial operations, defense installations, forward bases, and high-demand
off-grid sites. The design emphasizes modular construction, simplified heat-transport systems, and high inherent safety margins. The
LOKI MMR reactor is being further evaluated and re-engineered by our technical teams for settings requiring smaller power
output or enhanced mobility. As of the date of this prospectus, we are still in the process of assessing and developing
demonstration, licensing and commercial launch timelines for this reactor.

 Our 23,537 sq. ft. facility to support the buildout of the KRONOS MMR Microreactor
Energy System on a 2.75-acre land package in Oak Brook, Illinois

 We
are also developing the portable ZEUS reactor. The ZEUS reactor is a solid-core "nuclear battery" microreactor,
designed by world-class engineers trained at the University of California—Berkeley, has a fully solid core and utilizes
already licensed fuel types, enriched up to 19.75%, where heat is removed solely by thermal conduction. This requires the deployment
of high conductivity, high melting materials, and careful materials design. The reactor will use already licensed fuel types, so no
new fuel developments are necessary. Reactivity will be controlled with control rods outside of the central core. The generated heat
will be conducted from the fuel to the outside of the core via thermal conduction through a thermally conductive material, allowing
for the elimination of coolant, creating a far safer reactor than historically developed. Heat will be removed from the outside of
the core by recirculated air, which delivers the heat to the gas turbine to produce electricity. The gas turbine will be affixed to
the reactor to reduce piping and minimize the size of the plant. The benefit of not incorporating a primary liquid loop reduces the
manufacturing costs, and enhances simplicity for modelling, testing, optimizing, and constructing. The secondary loop outside the
monolith will be inert gas allowing it to reach high temperatures and direct heating of a gas turbine which will be compact and
small. Without coolant, typical reactor pumps and piping can be removed from the design, allowing for further compactness, with the
aim being to construct a full core and electricity generating gas turbine within a container meeting International Organization for
Standardization specifications. The smaller power core will also mean less neutrons are absorbed by the non-fissionable materials,
allowing for longer operational life despite the small core.

 We are examining slight
modifications of the ZEUS reactor design to create an even smaller, more mobile reactor system, allowing for an increased
number of applications which do not overlap with our other reactors, the KRONOS reactor and LOKI reactor. The solid core concept
permits a degree of simplicity, and fewer working parts, than other reactor types – we are working on exploiting these
inherent advantages to provide this product in the market.

 On March 27, 2024, we filed two U.S. provisional patent applications related
to the ZEUS technology, both of which expired as of the date of this Report. Subsequently, we filed six utility U.S. applications
with the U.S. Patent and Trademark Office (USPTO) and six corresponding international applications under the Patent Cooperation Treaty
(PCT) related to the ZEUS technology. As of the date of this Report, the PCT international applications are awaiting national stage
entry, and the US. applications are pending and awaiting examination by the USPTO.

 ZEUS
Prototype

 Successful
licensing and certification of one of our reactors will enable and accelerate certification and licensing processes for innovative and
lower-cost designs in the future. A small portable power source (nuclear power bank) will enable deployment to areas after natural disasters
to support first responders, water purification efforts, hydrogen production, or initial construction to regain control of these situations.
The possibility of multiple nuclear reactors as part of future emergency response resources is also contemplated.

 The ZEUS reactor went through a design
audit by external institutions in 2024, which provided external input and assistance to advance the concepts and provide validation of
the design direction and technology utilized so far. The design and concept were extremely well received and further guidance was provided
to assist our technical team to steer the reactor from its current state through to a licensed product ready for deployment. The external
design audit for the ZEUS reactor received commendations for its innovative design and simplicity.

 Furthermore,
Michael Norato, Ph. D., an INL and DOE veteran, was appointed as our Director of Nuclear Facilities and Infrastructure in December 2024.
Dr. Norato will oversee the construction, development and licensing of our key facilities, including our 14,000 sq. ft. Oak Ridge, Tennessee
Nuclear Technology Branch and future test bed reactor sites for experiments related to our microreactors currently in development.
He will also lead the establishment of deconversion and fuel processing facilities, helping to further our goal of being a vertically
integrated leader in the U.S. nuclear fuel cycle.

 Our 14,000 sq. ft., 2-story facility to house the Company's
Technology Headquarters on a 1.64-acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee

 Our
HALEU Fuel Processing Business

 In
2023, we established a subsidiary, HALEU Energy Fuel Inc., to concentrate specifically on creating a domestic fuel processing facility
of LEU and HALEU to supply the next generation of advanced nuclear reactors. In February 2023, we were selected as an official founding
member of the DOE's new HALEU Consortium to develop the U.S.' domestic capability for the manufacture of HALEU and its processing.

 Our commercial and strategic aim for HALEU Energy Fuel is to design, construct
and commission commercial nuclear fuel cycle facilities to supply fuel to the next generation of advanced nuclear reactor companies, our
own reactors currently under development, other small module reactors (known as SMR companies), the U.S. nuclear industry, the U.S. national
laboratories, and the DOE's nuclear fuel needs as necessary. The facilities intended capability is to produce a variety of different
fuel products and forms as required by U.S. industry and its intended customer base. Our proposed fuel facilities are intended to form
part of an integrated system with LIST, a related-party laser uranium enrichment company with which we have an investment and related
collaboration agreement. Our proposed processing activity aligns exactly with the DOE's HALEU fuel mission to return nuclear fuel
manufacturing capabilities to the United States.

 In December 2024, we announced that LIST and our company were selected by the DOE
to participate as one of six contract awardees in the DOE's LEU Acquisition Program. Under the contract awarded to LIST, LIST was
selected as the prime contractor, with our company as the key subcontractor bringing our technical and regulatory expertise in advanced
nuclear solutions to the collaboration, as well as a commitment to invest into capabilities upstream of enrichment. LIST will oversee
the development of the primary uranium enrichment processes using its novel laser technology, while our company will contribute towards
development in the areas of uranium conversion, deconversion, fuel fabrication and transportation. The total overall amount appropriated
under the LEU Acquisition Program to all six contract awardees is anticipated to be $3.4 billion, to be awarded via agreed upon task orders
with a minimum value of $2 million.

 Our
HALEU Fuel Transportation Business

 As
we have developed our business, capability deficiencies in the U.S. nuclear industry that would affect the future operation of all SMR
and microreactor companies became apparent, such as there being no method of transporting commercial quantities of HALEU across North
America. Our proactive approach to mitigate future impediments to our operations culminated in locating research and technology developed
by INL, PNNL and ORNL, that had not been advanced because of budget constraints. On April 3, 2024, we entered into an exclusive patent
license agreement ("BEA License") with BEA and have been working with the groups capable of aiding us in the development
of the concept into a complete, governmentally certificated and licensed system proficient in the transportation of enriched fuels.

 The
BEA License grants us, as the licensee, exclusive rights for use and development of the technology. In addition, the licensor is not
permitted to license the technology to any other parties within the specified scope. Pursuant to the BEA License, we received an exclusive,
royalty-bearing license for a U.S. patent that can be used worldwide related to devices and systems used for HALEU transportation. As
part of the BEA License, we agreed to pay BEA royalties on net worldwide sales and any sublicense worldwide sales related to the use
of this patent as well as certain licensing payments. We also agreed to meet specific performance milestones related to HALEU fuel transportation
within the first 48 months of the agreement's effective date. Under the BEA License, we are obligated to reimburse BEA for all
costs incurred in the preparation, filing, prosecuting, and maintenance of the licensed patent. The BEA License has an indefinite term
and will automatically terminate upon the expiration, lapse,
or other termination of the licensed patent covered by the BEA License. The BEA License may also be terminated immediately by BEA in
the event of our default of any material obligations, and we may terminate the agreement at any time if we provide at least three months'
written notice to BEA. The BEA License contains customary representations, warranties, and indemnifications of the parties. For further
information on the BEA License, see "Intellectual Property" below.

 We
are seeking to form the first transportation company able to supply emerging SMR and microreactor companies with the fuel they require
at their manufacturing facilities to construct their reactors. We also expect to service the national nuclear laboratories and DOE programs
which require HALEU by providing the fuel for their programs. Mobile reactors requiring HALEU for remote military bases are also anticipated,
with potential military contacts. During 2025, we plan to acquire land, or an existing transportation business, for our HALEU transportation
base of operations.

 Our
fuel transportation business will build on the work already completed by INL and ORNL to create a high-capacity HALEU transportation
package, with 18 inner canisters, combined with a basket design and a borated aluminum flux trap. In September 2024, we signed an agreement
with GNS to undertake a wide-ranging project to produce an optimized HALEU transportation system solution based on our exclusively licensed
fuel transportation basket design. The GNS agreement encompasses a study for the transport of multiple HALEU nuclear fuel types, including
uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt fuel for molten salt reactors, thus optimizing
the quantity of material that can be transported and developing a conceptual package design that will accommodate the new basket design.
We are receiving support from two former executives of the largest shipping company in the world who are assisting us in developing a
North American transportation company using our licensed or developed technology to deliver (subject to applicable government licensing
and certification) nuclear fuel for a wide customer base, including SMR and microreactor companies, national laboratories, military,
and DOE programs.

 Our
Business Services and Consulting Business

 The current upsurge in interest in nuclear energy, combined with the increased
investment from both private and governmental sources within the nuclear space, as well as the global push for zero carbon technologies,
has created a demand for nuclear energy expertise which exceeds supply. The shortage of suitably nuclear-qualified persons has resulted
in institutions purchasing nuclear support services and consultancy practices, profiting from the surge in demand and the commensurate
increase in costs created by this demand. Nuclear personnel are being recruited and salaries are increasing as demand outpaces supply.
The increased demand in personnel and nuclear related business activity will create increased demand for personnel involved in the licensing
and regulatory aspects of the industry, exacerbating the difficulty of acquiring the necessary personnel to develop nuclear related businesses.
This trend will likely increase, as the next generation of nuclear reactors are progressing towards more mature development stages, requiring
greater numbers of experienced personnel, and because nuclear personnel take a long time to educate, qualify, and acquire practical experience.

 We
have identified this trend as an opportunity for more immediate revenue for our company, and to acquire more expertise to advance our
business. We have concentrated on identifying small teams with expert personnel, with good portfolios of work and existing contracts,
and good expansion potential, which would provide us with immediate revenue post-acquisition. We expect to start providing nuclear service
support and consultation services for the nuclear energy industry in 2026, both domestically and internationally.

 As
part of our efforts domestically, on December 12, 2024, we entered into a non-binding memorandum of understanding with Digihost to advance
the transition to carbon-free energy at Digihost's 60-megawatt power plant in upstate New York.

 Immediately after our collaboration, on December 16, 2024, we and Digihost made
a joint response submission to the New York State Energy Research and Development Authority (NYSERDA)'s Request for Information
(RFI) concerning the development of advanced nuclear energy technologies in New York State. The RFI was initially announced by New York
state on November 15, 2024, aiming to gather information and gauge market interest for increased deployment of renewables and promoting
the development of advanced nuclear technology such as our microreactors in development. As part of our domestic initiatives, following
our collaboration with Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having
formally launched our consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project
and included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently evaluating strategic
acquisitions or collaborations to expand our business operations and formally establish our consulting services and have commenced several
material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we have not entered
into any definitive agreements for such acquisitions or collaborations.

 In
combination with our intention to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal
nuclear consultation business in coordination with certain outside academic institutions, which we anticipate would require approximately
$2 million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing
these services both domestically and internationally. As of the date of this Report, we believe we have sufficient funds to support the
development of our nuclear consultation services.

 No
assurances can be given that we will be able to successfully establish and grow our own consultation business, and our failure to do
so would adversely affect our nearer term revenue prospects. Moreover, the outlined expenditures and the timelines are estimations only.
These estimates are inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments
in the microreactor development plan and uncertainties associated with the licensing approval process, and other factors beyond our control.
Given that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual
expenditures and timelines.

 Our
Vision, Market Opportunity and Key Government Support

 We
believe our achievements to date and our business plans are positioning our company to be a leading participant in the U.S. nuclear energy
industry through simultaneously rebuilding and introducing national capabilities to drive the resurgent nuclear energy industry. We further
believe that our timing and approach into the industry have been optimal, with insight into national capability deficiencies and an understanding
of the difficulties faced by other commercial nuclear energy, particularly microreactor, companies. Almost all microreactor companies
have advanced using funds acquired from government grants or awards. Even with private funding, they have been stifled by lack of investor
interest because of the long return timelines and high risks.

 We believe we are competitively differentiated in many ways.

 Non-Dependent
 on Government Funding. Most small modular reactor (SMR) and microreactor companies are reliant on government grants and financing
 to progress their concepts. Consequently, their progress may cease once government funding is not available. Conversely, we do not
 rely on government funding to sustain our business operations.

 Technical Insight. On the technical front, we have benefited from insight into the problems which affected earlier movers within the advanced reactor space. SMR companies have raised billions of dollars for development but have been stalled by technical challenges, such as needing to qualify fuel or coolants, or acquiring the fuel necessary to advance their reactors. This led to our investigations into de-risking our own fuel supply by pursuing development and investment into the fuel supply chain and examining our own fuel processing facilities, as well as opting to use more conventional fuel with greater operational history. We believe we have identified certain problems affecting the industry and we are taking early action to surmount potential roadblocks.

 Government Contacts. During 2024 and 2025, individuals with high placed government service and contacts joined our company. These include (i) John G. Vonglis, the former Chief Financial Officer of the DOE, who joined as our Executive Director of Global Government Affairs, (ii) Eric R. Oesterle, a former Branch Chief for Operating Reactor Licensing at the NRC, who joined as our Head of Microreactor Regulatory Licensing, (iii) David Tiktinsky, a forty year veteran of the NRC, who joined as our Head of Nuclear Regulatory Licensing and (iv) Dr. Seth Berl, a former Deputy Chief Data Officer at the DOE, who joined our board of directors. In addition, a number of former high-ranking military and government officials with significant experience in nuclear energy sit on our Executive Advisory Board. Our recruitment efforts were complemented by bringing in experts involved in every major part of the nuclear industry, from regulation to laboratories, to technical teams. We believe we will benefit from those government contacts as our company will be afforded access to highly skilled personnel possessing advanced expertise in the energy and nuclear sectors.

 World Class Team. Our technical team is world
 class, with simple and realizable reactor concepts that do not require exotic fuels, and is aware of all the difficulties faced by
 almost every other reactor company who has chosen designs which have complicated development and licensing. Our team has a deep knowledge
 of applicable regulatory requirements surrounding safety, transportation, and decommissioning, and our designs have incorporated all these
 considerations from the outset.

 Government Initiatives. We believe that the U.S. government is increasingly showing strong support for nuclear energy through various initiatives aimed at advancing nuclear technology, all of which further our business plans and opportunities. This support has taken various forms, including legislation, grants, project funding and loan guarantees. Aside from the support for existing nuclear capabilities, all of these initiatives have the potential directly or indirectly to benefit and support our company.

 Our
Competitive Strengths

 We
believe we have the following competitive strengths relating to our various business lines:

Reactor Business. Unlike other nuclear reactor companies, we are seeking to become a vertically integrated company with multiple
streams of revenue, a diversified business to hedge against market changes, and greater control over industries supporting microreactor
development, such as within the nuclear fuel supply chain and transportation. Our diversified business model will make us highly differentiated
from other reactor companies. We believe we have an expertise advantage over other companies developing microreactors, as we can and
have recruited some of the best scientists, engineers and professionals in the world from any country or institution, without being constrained
by the available personnel located within certain academic and professional institutions. The technical personnel involved in the current
design of our reactors have been involved with the design and development of dozens of different reactors.

 In addition, we believe our lead project, the KRONOS MMR Energy System, has among
the most, if not the most, high technology readiness of the current known microreactor designs in the market given the millions of dollars
of research and development invested in the project by its prior owner. We believe this gives the KRONOS MMR Energy System an advantage of other competing
microreactor designs.

 Fuel
Processing Business. We believe, based on our market research, that no SMR and microreactor company is currently developing an integrated
fuel supply chain to produce the fuel for their reactors. Our strategy to develop fuel for our own reactors will also position us to
supply fuel to the wider nuclear industry and other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply.

 Fuel
Transportation Business. We identified a transportation concept which investigated a high capacity HALEU fuel transportation basket
design, which was developed by INL, ORNL and PNNL, and funded by the DOE. The technology was pursued by DOE to create a full HALEU transportation
package, which provided the most advanced solution to address the technological challenge of moving commercial quantities of HALEU fuel
around North America. The development of this concept had not been continued by the DOE due to lack of funding. On April 3, 2024, we
entered into the BEA License with BEA for this nuclear fuel transportation package, and have been working with the groups capable of
aiding us in the development of the concept into an NRC certified and transportation package for the transportation of HALEU materials.

 Our
Challenges

 Our plan to develop and launch a vertically integrated, high technology nuclear
energy business faces and will continue to face many significant challenges, as our business involves complex nuclear technology, regulatory
hurdles, rapidly shifting market dynamics and intense competition. These challenges include, but are not limited to, the following:

 Obtaining the necessary permits and licenses for nuclear reactors, fuel facilities and transportation capabilities is time-consuming and expensive. Nuclear reactors must meet stringent safety and environmental standards, and gaining regulatory approval can be a lengthy endeavor. Additionally, ensuring the safety of a microreactor throughout its lifecycle is paramount. Developing, implementing, and maintaining robust safety systems and protocols are critical challenges. Implementing robust security measures to protect against theft, sabotage, or unauthorized access is also critical for both regulatory compliance and public safety.

 Building and operating a microreactor and our other nuclear energy-related facilities is very capital-intensive. Securing the necessary significant funding and managing costs, including but not limited to operational and maintenance costs, are ongoing challenges for our business. We estimate that the capital costs needed to construct the prototype KRONOS MMR TM reactors at the UIUC and Canada over the next several years could be around $300 million to $350 million per reactor, given the bespoke nature of these initial construction projects. This range reflects inherent uncertainty in building a first-of-a-kind reactor due to several factors that can result in a material increase to these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply chain considerations. The range also assumes what we believe are conservative cost estimates for our initial demonstration reactors. Subsequent reactors' capital costs are expected to decline substantially due to supply chain scaling for mass production of components, factory fabrication, modular assembly, and multiple deployments.

 The political, regulatory and competitive landscape can change, impacting the stability and viability of nuclear projects. International agreements and geopolitical factors can also affect nuclear technology, access and export.

 Competition

 We face significant competition within our industry. Our competitors target similar
power output ranges and employ a range of technologies, including both conventional and novel nuclear reactor designs. In addition, we
face competition outside the nuclear energy sector, including fossil fuel-based power generation, renewable energy sources, long duration
energy storage solutions, and other nuclear reactor technologies. However, as described above in "Competitive Strengths",
we believe we are positioned better than our competition to emerge as a leading supplier of carbon-free round the clock energy generation.

 Traditional
Energy Sources

 According
to the Statistical Review of World Energy 2024, fossil fuels, comprising oil, coal, and natural gas, accounted for approximately 80%
of global energy consumption in 2023. Those traditional energy resources are carbon-intensive, and we expect them to largely be replaced
with carbon-free energy over time. Traditional large-scale nuclear power plants, while carbon-free, require significant upfront capital
expenditures, have a history of extensive construction times, complex safety systems and do not have business cases apart from utility-scale
generation. We believe our carbon-free microreactor technology possesses all the positive attributes of traditional baseload energy and
addresses many of the flaws of traditional nuclear power plants, such as large upfront capital costs.

 Renewables

 According
to an article titled "More Than 40% of World's Electricity Came From Zero-Carbon Sources in 2023" released by the
Wall Street Journal in August 2024, renewable energy sources like wind and solar made up approximately 17% of total electricity
generation, and hydroelectric and nuclear power contributed 24%. Although these sources generate carbon-free power, except for
nuclear power, wind and solar are highly intermittent and non-dispatchable, and hydroelectric is seasonal and subject to
curtailment. Additionally, since renewables are weather-dependent, they are too unreliable to support certain end-use cases,
including mission-critical applications or industrial applications that require extensive on-site, always-available power. Due to
their innovative design SMRs and microreactors, can operate as baseload generation, load-follow renewables and/or support key
industrial applications.

 Other
Advanced Nuclear Reactors

 There are several so-called generation
IV small modular or micro reactor technologies that are in various stages of development, su ch
as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies, and others, and commercial SMRs are
currently operating in China and Russia. These include reactors being designed and developed by TerraPower, X-Energy, GE Hitachi, Holtec,
Oklo and Kairos. These technologies, including our own, are designed to be clean, safe, highly reliable and,
in certain cases, such as ours, modular and portable. However, these technologies have not received regulatory approval in the United
States, a nd many of the technologies do not have the fuel supply infrastructure necessary to fuel their reactors. Currently, we
believe, based on our market research, that there are no microreactor prototypes, and no other SMR companies that have a licensed
advanced reactor.

 Intellectual
Property

 We have developed, acquired or
licensed important intellectual property to protect our technologies. As of the date of this Report, we have a total of 47 issued,
pending, or published patents, and 18 registered, pending, or published trademarks.

 Specifically, we have 30 issued,
pending or published patents, 16 registered, pending or published trademarks, and other technology and intellectual property related
to the KRONOS MMR Energy System and LOKI MMR Energy System. Of these patents and patent applications, eleven were
filed with the USPTO, and nineteen were filed with foreign patent offices in various
jurisdictions, including Canada, Europe, Korea, China, Japan, United Kingdom, and South Africa. In addition, we also hold intellectual property and related rights associated with a demonstration
project in the United States, including commercial and non-commercial licensing rights.

 We have 12 patent applications
related to various aspects of the ZEUS microreactor and power plant design, including six U.S. utility applications and six corresponding
international applications filed under the PCT. The U.S utility applications are pending and awaiting examination by the USPTO, and the
PCT international applications await national stage entry as of the date of this Report. We have one pending trademark application related
to the ZEUS technology.

 We also have five patent
applications related to our acquired ALIP technology for small nuclear reactor cooling, which include four U.S. utility applications
and one international PCT application. As of the date of this Report, the U.S. utility applications are pending and awaiting
examination by the USPTO, and the international PCT application is awaiting national entry.

 We also have an exclusive license granted
by Battelle Energy Alliance, LLC, the manager of the INL (BEA) for our fuel transportation technology, and one pending trademark application
related to our fuel transportation technology.

 Arrangements
with Our Executive Officers

 Two
of our executive officers are presently engaged by us on an independent contractor basis, and two of our executive officers are engaged
by us as employees. Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet,
our Chief Technology Officer and Head of Reactor Development, are employed under employment agreements.

 Two of our executive
officers, including Mr. Jaisun Garcha, our Chief Financial Officer, and Mr. James Walker, our Chief Executive Officer, are not employees
of our company; instead, they serve as independent contractors and such relationship can be terminated by either party at any time. They
may pursue any other activities and engagements during their terms of agreements with us. This independent contractor structure is an
important element of our business model, as it enables us to attract highly experienced professionals with specialized expertise while
maintaining a flexible cost structure that aligns with our current stage of development. However, the existing external commitments and
any future commitments of our officers to other companies may potentially divert some of their time and attention away from the strategic
and operational needs of our company. Their divided focus could lead to delays in decision-making, hinder effective communication within
our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, consequently impacting the
overall efficacy of leadership. Additionally, the potential for conflicting interests arising from commitments to multiple entities may
pose challenges in aligning those officers' priorities with the long-term goals and interests of our company, thereby introducing
an element of uncertainty and potential disruption to our operations. It is essential to acknowledge and address these complexities to
ensure that our officers can effectively balance their responsibilities and fulfill their commitments to our company while maintaining
transparency and integrity in their various roles. Failure to do so may adversely affect our business, financial condition, and results
of operations.

 Almost all of our executive
officers have management, advisory or directorship positions with other companies and may allocate their time to other businesses,
which may pose certain risks in fulfilling their obligations with us. Mr. Yu has concurrently served on the board and management
team of several companies and currently allocates at least 15 hours per week to his roles at other companies. Mr. Yu also
concurrently serves as the chief executive officer and chairman of the board of LIST. Mr. James Walker, our Chief Executive Officer,
currently allocates at least five hours per week to support Ares Strategic Mining Inc. (or Ares), a Canadian-based company listed on
the Canadian Stock Exchange under (Ticker: ARS) engaged in junior natural resource mining, where he is responsible for the
construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder
relations. He is also concurrently serving on the board of directors of several small-cap publicly traded companies and a consultant
to LIST. Mr. Jaisun Garcha, our Chief Financial Officer, is currently, and will continue to, work full time with us, and is
currently also working as a consultant to LIST. We intend to enter into formal
employment agreements with our other senior executive officers in the future.

 For further detail, see " ITEM
11. Executive Compensation ".

 Insurance

 We
currently have director & officer liability insurance for our officers and certain directors. We do not carry any key-man life insurance,
business liability and other professional liability insurance. Neither have we purchased any property insurance or business interruption
insurance. Even if we purchase these kinds of insurance, the insurance may not fully protect us from the financial impact of defending
against product liability or professional liability claims that may occur in future. As we are still at the development stage and we
have not produced any products yet, we have determined that our current insurance coverage is sufficient for our business operations
in the U.S.

 Research and Development ("R&D")

 As of December 16, 2025, our team
spent approximately 3.8 years on research and development and invested over an aggregate of approximately $20.8 million on
research and development related to all of our microreactors to develop these technologies, such as ZEUS, ODIN, and
KRONOS MMR. Additionally, we believe that, based on publicly available information, our company's key reactor, the
KRONOS MMR reactor, has benefited from approximately $120 million in prior developer investment and nearly a decade of R&D.

 Prior to forming our company in 2022,
our technical teams were involved in microreactor research and development which has helped accelerate the development of our microreactors.
Our current research and development efforts are centered on optimizing reactor dimensions, material compositions, simplifying mechanical
systems, and lowering the lifecycle cost of our microreactors and supporting future licensing by the NRC. Our team is also involved in
developing new innovative technologies that will represent future business endeavors, such as fuel processing and fuel transportation.

 On February 14, 2023, we entered into
a Strategic Partnership Project (SPP) agreement with INL for an Expert Review Panel of our ZEUS microreactor design. The SPP agreement
is managed by BEA for the DOE. Over a 6-month period, INL reviewed our ZEUS -related technical information related to reactor design, siting,
fuel, and decommissioning strategy and organized a Panel Review Workshop to discuss numerous areas of the design. This review panel not
only provided recommendations on the current design but also outlined a path forward for further design and collaboration between us and
INL.

 In
addition, we have been awarded 200 hours of subject matter expert (SME) support at INL as part of the National Reactor Innovation Center
(NRIC) Resource Team program. NRIC accelerates the demonstration and deployment of advanced nuclear energy through its mission to inspire
stakeholders and the public, empower innovators, and deliver successful outcomes. They are charged with and committed to demonstrating
advanced reactors by the end of 2025. The work carried out focused on delivering a thermal-hydraulics model to study the temperature
in our ZEUS reactor core as well as the thermal efficiency of the system, a Monte-Carlo model to study criticality and
reactivity coefficients in the reactor core during depletion, and an optimized version of the reactor core including thermal-hydraulics
and neutronics.

 We believe that based on publicly available
information, USNC raised over $120 million for the research and development activities related to our KRONOS reactor technology. KRONOS
is being designed as a next-generation, high-temperature solid-core microreactor intended to provide reliable, transportable, and emissions-free
power for defense and remote industrial applications. The KRONOS program builds upon our earlier microreactor development efforts and
leverages our team's prior academic and national laboratory experience in advanced reactor physics, materials science, and high-temperature
systems engineering.

 On March 29, 2025, we executed a Sponsored
Research Agreement Amendment No. 2 with U of I that substituted our company as an assignee of the rights and obligations of USNC regarding
the sponsored research relationship with The UIUC for the KRONOS MMR project. Under the UIUC Agreement, our company, in collaboration
with UIUC, will construct, obtain regulatory approval for, and deploy a KRONOS MMR research and test reactor on the UIUC campus.
See " Item 1. Business - Material Agreements and Current Memoranda of Understanding " for detail. UIUC operates one of
the nation's leading university-based nuclear engineering programs and has an established history of working with federal agencies
and private industry on reactor development, regulatory planning, and demonstration projects. Our collaboration with UIUC includes assessing
site suitability on the UIUC campus, evaluating regulatory pathways under the NRC and DOE reviewing fuel cycle considerations, and examining
operational integration with UIUC's research and educational mission.

 The
KRONOS–UIUC project is intended to serve as a demonstration of the KRONOS reactor, subject to securing the necessary regulatory
approvals. We believe that the opportunity to deploy KRONOS at a major research university would accelerate technology maturation, expand
educational and workforce-development capabilities, and provide an early operational environment to validate safety, performance, and
manufacturability of the system.

 In
the future, we expect our research and development expenses to increase significantly as we continue to accelerate the development of
our products, services, and technologies.

 Material
Agreements and Current Memoranda of Understanding

 Strategic
Partnership Project Agreement No. 23SP817 between Nano Nuclear Energy Inc. and BEA

 On February 14, 2023, we entered into
a Strategic Partnership Project (SPP) agreement with BEA. Pursuant to the SPP agreement, BEA is the management and operating contractor
of the INL and is operating as a contractor for the DOE. The purpose of the SPP agreement is to establish an expert design panel for
our ZEUS microreactor design. This review panel will provide recommendations for the current reactor design and outline
a path forward for further design and collaboration between BEA and us. The estimated period of performance for completion of the statement
of work ("SOW") outlined in the SPP agreement was six months from the effective date of this SPP agreement (the later of
the date signed by the last signatory or the date on which BEA received advance funding from Nano).

 On
December 6, 2023, we entered into an amendment to the SPP agreement with BEA, pursuant to which the estimated timeline for completion
of the SOW was extended from July 6, 2023 through January 3, 2025 and the term of the SPP agreement may be extended by mutual written
agreement of both us and BEA. We expect to seek to extend the term of the SPP in light of the Memorandum of Understanding we signed in
December 2024 with DOE as described further below.

 Services
Agreement between Nano Nuclear Energy Inc. and Nuclear Education and Engineering Consulting LLC ("NEEC")

 On
January 19, 2024, we entered into a services agreement with NEEC, effective on January 15, 2024. Pursuant to the NEEC agreement, NEEC
will support the design and development of a solid core 1 Mwe nuclear reactor according to certain high-level objectives established
by us, and in return, NEEC is entitled to a monthly fee of $80,000 or less depending on the workload. The NEEC agreement contains customary
provisions regarding confidentiality, indemnification, data security, and privacy. The NEEC agreement will expire two years from January
15, 2024 and may be terminated sooner by either party in the event that the other party is in breach, and it may be terminated with or
without cause by NEEC upon thirty days' written notice to us.

 Memorandum
of Understanding with Everstar

 In
July 2024, we signed a memorandum of understanding with Everstar Inc. to explore the potential of leveraging Everstar's developing
suite of artificial intelligence driven advisory and technology solutions to modernize the regulatory licensing process for our fabrication,
deconversion, transportation and microreactor development projects.

 Memorandum
of Understanding with Vert2Grow Energy Solutions

 In
November 2024, we announced that we had signed a memorandum of understanding with Vancouver-based start-up Vert2Grow Energy Solutions
Inc. (Vert2Grow). Vert2Grow utilizes vertical farming technology provided by Food Security Structures Canada (FSSC). Under this memorandum,
we and Vert2Grow aim to explore the integration of our portable microreactor technology with the innovative vertical farming solutions
of Vert2Grow and its technology partner FSSC to deliver sustainable power and food production capabilities to remote communities worldwide.
The memorandum establishes an initial, two-year exploration period and seeks to address the pressing challenges faced by remote and underserved
areas, where access to reliable energy and food supply is limited. By leveraging our advanced reactor systems in development and FSSC's
proprietary controlled-environment agriculture technology, the collaboration will develop a comprehensive framework to deliver innovative
solutions that can transform isolated communities, disaster-prone regions, and industrial sites and may eventuate in the execution of
one or more definitive agreements between the parties. The collaboration's initial scope of work over the next several years includes
feasibility studies, site selection, pilot project implementation, and community engagement and training.

 Founded
in 2019, FSSC specializes in pioneering vertical farming systems that are designed for scalability, operational efficiency, and resilience.
With advanced automation, energy-efficient lighting, and climate control technologies, FSSC's growing system enables year-round,
high-yield food production in challenging environments.

 Memorandum
of Understanding with Digihost

 On December 12, 2024, we entered into
a memorandum of understanding with Digihost to advance the transition to carbon-free energy at Digihost's 60-megawatt power plant
in upstate New York. This strategic collaboration leveraged our cutting-edge advanced nuclear reactor technologies in development to provide
clean, reliable, and scalable energy for Digihost's high-tech operations, including AI-driven data centers and digital asset colocation
programs. The collaboration signified a pivotal step toward zero-emission energy solutions for Digihost by transitioning its existing
power infrastructure to leverage advanced nuclear energy, enabling us to offer practical strategies and innovative solutions to address
energy challenges faced by industries within the state of New York.

 As part of our domestic initiatives,
following our collaboration with Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite
not having formally launched our consulting service offerings. Our consulting support contributed to the planning and execution of the
Digihost project and included regulatory advice, site assessment, roadmap development, and stakeholder engagement.

 USNC Agreement and Yu Option Agreement Related to the January
2025 Acquisition of KRONOS and LOKI Assets

 On December 18, 2024, we entered into
the USNC Agreement with Ultra Safe Nuclear Corporation and certain of its subsidiaries to acquire the USNC Assets related to the KRONOS
MMR Energy System and the LOKI MMR.

 On January 10, 2025, we closed the acquisition
of the USNC Assets. The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published patents,
nine (reduced from 16 as of January 10, 2025 as we voluntarily abandoned seven) registered, pending or published trademarks, and any other
technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the KRONOS
MMR Energy System in the United States and (iv) the business records of the USNC Assets and related rights. We acquired these assets
through two new wholly owned subsidiaries incorporated in Nevada.

 The USNC Assets also included certain
Canadian assets relating to both the KRONOS MMR Energy System and certain Canadian intellectual property rights relating to the
LOKI MMR (the "Canadian Assets"). The Canadian Assets include, among other assets: (i) three contracts with Canadian
authorities, including a license application (the "Chalk River License Application") with the Canadian Nuclear Safety Commission
("CNSC") associated with a KRONOS MMRTM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada
(the "Chalk River Project"), (ii) the equity interests of a Canadian partnership that was believed at the time to hold the
Chalk River License Application (the "Canadian Partnership"), and (iii) rights related to the Chalk River Project. The transfer
of the Chalk River License Application and certain other of the Canadian Assets (such assets, the "Consent Assets") required
the consent of certain Canadian governmental entities, including the CNSC (the "Canadian Consents"). We established an escrow
of $250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents were not received within 90 days after the
closing, we had the right to terminate the acquisition of the Consent Assets, receive the return of $250,000 held in escrow and forfeit
our rights to the Consent Assets. Our right to acquire the Consent Assets was established pursuant to an option arrangement with our Chairman
and President and his affiliated entities as described below.

 We
closed our acquisition of the USNC Assets (including the Canadian Assets which were not Consent Assets, consisting of Canadian intellectual
property rights) on January 10, 2025. The USNC Assets were acquired free and clear of any liens other than certain specified liabilities
of USNC that were assumed, for a total purchase price of $8.5 million in cash through an auction conducted pursuant to Section 363 of
the U.S. Bankruptcy Code in connection with USNC's pending Chapter 11 bankruptcy proceedings. We consider this purchase price to
be advantageous for us as we believe based on publicly available information that USNC raised over $120 million for the development of
the KRONOS MMR Energy System and that a major data center operator had conducted due diligence on the project while it was being
developed by USNC. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the court overseeing USNC's
bankruptcy, approved the sale of the USNC Assets to us, including the Canadian Assets, which approval included our right to assign our
purchase rights to the Consent Assets.

 On January 10, 2025, we entered into an option agreement ("Yu Option Agreement")
with Mr. Yu and Yu Entities, pursuant to which we received an option back from Mr. Yu and the Yu Entities to acquire for nominal consideration,
for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents, any
or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and business
of the Canadian Partnership. The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously approved
by our disinterested directors. Given our acquisition of GFPL later in 2025, we do not currently believe that the assets subject to this
option to be material to our company. Please refer to " ITEM 1. Business - Overview " for further detail.

 GFPL
Purchase Agreement Acquisition of GFPL and 2025 Progress with Chalk River Project

 On
August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC's plan of liquidation in bankruptcy,
GFPL, our company and our subsidiary Kronos MMR Inc. entered into a the GFPL Purchase Agreement pursuant to which Kronos MMR agreed to
purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including
the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests. The purchase
price for GFPL was our assumption of an approximately $0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition
bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or
become due and payable in the ordinary course after the closing of such acquisition, plus a $15,000 expense reimbursement allowance.

 On September 2, 2025, the GFPL
Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October 16, 2025, such
transaction was closed. We expect to pay the $0.65 million assumed liability using cash on hand in the near future. In late October
2025, we announced our rebranding of GFPL to the name True North Nuclear. Please refer to " ITEM 1. Business -
Overview " for further detail.

 Sponsored
Research Agreement Amendment No. 2 with The Board of Trustees of the University of Illinois

 On March 29, 2025, we executed a Sponsored Research Agreement Amendment No. 2 with
U of I that substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship
with The UIUC for the KRONOS MMR project. Under the UIUC Agreement, our company, in collaboration with U of I, will construct,
obtain regulatory approval for, and deploy a KRONOS MMR research and test reactor on the UIUC campus.

 The
UIUC Agreement as entered into with U of I is effective January 1, 2022, and will terminate on February 28, 2027, unless terminated earlier,
for convenience by either party by providing 30 days' advance written notice, for material breach by either party that is uncured
within 30 days after providing notice, or immediately upon notice, if (i) the parties cannot agree on an acceptable successor U of I
principal investigator for the project (if either of the current U of I principal investigators become unable to perform), (ii) we are
declared insolvent, cease (or threaten to cease) to carry on our business, or an administrator or receiver has been appointed over all
or part of our assets; (iii) we fail to pay promptly research costs to U of I under a budget not to exceed approximately $3.4 million;
or (iv) either party is debarred or excluded from participating in any government program. Under the UIUC Agreement, each party owns
the inventions it develops alone, and any inventions developed together are jointly owned. At our request and expense, U of I will file
patent applications in the United States and foreign countries for any U of I or joint inventions. With U of I approval, we may control
patent application filing, prosecution, and maintenance.

 We
have also received a non-exclusive, non-transferable royalty-free license to practice each U of I invention for commercial purposes within
the field of nuclear energy. Please refer to " ITEM 1. Business - Overview " for further detail on our relationship
with UIUC.

 October
7, 2025 Private Placement

 On
October 7, 2025, we entered into a Securities Purchase Agreement (the "SPA") with six institutional investors (the "Investors"),
pursuant to which we agreed to offer and sell 8,490,767 shares ("Shares") of common stock of the Company, par value $0.0001
per share, in a private placement (the "Private Placement") for gross proceeds of approximately $400,000,000. Pursuant to
the SPA, we issued and sold the Shares in the Private Placement at a purchase price of $47.11 per share. The Private Placement closed
on October 10, 2025.

 After
deducting the placement agent fees and estimated offering expenses payable by the Company, we received net proceeds of approximately
$378,600,000. We intend to use these net proceeds to advance development, construction and regulatory licensing activities for our lead
micro nuclear reactor program, the KRONOS MMR Energy System, continue development of its other micro reactor projects and other
nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes.

 Pursuant to the SPA, we agreed to include a resale prospectus in the next amendment
to our registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the "SEC") on July
25, 2025 (File No.: 333-288982) covering the resale of the Shares (the "Resale Registration Statement") as soon as practicable
but no later than October 25, 2025 (the date of filing, the "Filing Date"), and with the Resale Registration Statement to
be effective within 30 days following the later of (i) the Filing Date, and (ii) the second business day after the date on which the United
States Federal government shutdown has concluded and the Securities and Exchange Commission has reopened for operations, if it is not
subject to review by the SEC. The Company will have an additional 30 days to cause the Resale Registration Statement to become effective,
if it is subject to full review by the SEC. On October 22, 2025, we filed the Resale Registration Statement, which is still under the
SEC's review as of the date of this Report, which as of the date of this Report remains in review by the SEC.

 The
SPA includes standard representations, warranties and covenants of the Company and Investors, including a restriction on future issuances
of the Company's capital stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions)
for a period of thirty (30) days following effectiveness of the Resale Registration Statement.

 Titan
Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the "Placement
Agent") under a placement agency agreement with the Company ("Placement Agency Agreement"), pursuant to which it received
a cash fee equal to 5.0% of the gross proceeds received by the Company in the Private Placement, and reimbursement of $200,000 in legal
expenses.

 Government
Regulation

 Microreactor
Business

Safety Regulation. The commercial use of nuclear technology is regulated in all countries, and approval from national regulatory
bodies is required for the design, construction, and operation of nuclear plants, including our proposed microreactors. Nuclear safety
regulators primarily consider the safety and robustness of designs of nuclear plants against applicable internal hazards (e.g., component
failures and fires) and external hazards (e.g., earthquakes and weather loads such as snow, rain and wind), and also consider the environmental
impacts of construction and operations (e.g., water use and preservation of historical sites and animal and plant species) of nuclear
plants. Nuclear safety regulation must be addressed on a country-by-country basis, although regulators may collaborate when a design
is deployed in multiple countries.

 Our
microreactor licensing strategy includes two primary goals: (1) obtain regulatory approval using the most efficient licensing pathway
by engaging the regulator early and developing a complete and high-quality application; and (2) maintain a standard design for our microreactor
in as many markets as possible by pursuing NRC Standard Design Certification that can be completely referenced in customer license applications.

Safety Regulatory Approval in the United States. For a nuclear plant to be constructed and operated in the United States, an applicant
must develop and submit either a construction permit application followed by an operating license application in accordance with 10 CFR
Part 50 or submit a combined license application in accordance with 10 CFR Part 52. An applicant utilizing either licensing pathway can
incorporate by reference a design certification thus limiting the scope of its license application to site-specific information and operational
programs. A customer desiring to construct and operate one of our microreactors can increase the efficiency of NRC regulatory approval
by incorporating by reference the NRC standard design certification for one of our microreactors into its application. In accordance
with our licensing strategy, we expect to obtain NRC approval and certification of our standard microreactor design for incorporation
by reference into prospective customer license applications. The design certification process ensures that NRC review of the design is
final and that prospective customers that use our NRC standard design certification without modification will only need to support NRC
review of site-specific design features (e.g., physical security systems, water intake structures, on-site emergency plan), operational
programs (e.g., maintenance, emergency preparedness), and environmental impacts. Through design finality, the NRC will not re-review
our microreactor design.

Safety Regulatory Approval Internationally. We are evaluating plans for pursuing international markets and engaging with international
regulators with respect to our proposed microreactors. If we pursue markets outside of the U.S., we will assess all international regulatory
requirements which may be applicable to our business.

 Other
Regulations. In addition to nuclear safety regulations, we are also subject to such other nuclear regulatory controls as nuclear
material safeguards and non-proliferation restrictions, and liability insurance regimes (e.g., Price-Andersen Act, the 1960 Paris Convention,
the 1963 Vienna Convention, and the 1997 Convention on Supplementary Compensation). We only plan to sell our microreactors in jurisdictions
where nuclear liability is exclusively channeled to the plant operator.

 Customers
purchasing our microreactors must also obtain the permits, licenses, and insurance required for the jurisdiction where the facility will
be located. In the U.S., a nuclear plant developer must obtain an NRC construction permit and operating license issued pursuant to 10
CFR Part 50 or a combined construction and operating license issued pursuant to 10 CFR Part 52. Other U.S. federal permits or licenses
required for a nuclear plant may include those issued by the Army Corps of Engineers; the Federal Aviation Administration; the U.S. Department
of Transportation; and the U.S. Environmental Protection Agency. State or local regulators may also require permits or licenses for a
nuclear plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction
Activities and to Construct a Sanitary Wastewater, Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits;
Solid Waste Handling Permit; and appropriate building permits.

 Export
Controls. Our microreactor business is subject to, and complies with, stringent U.S. import and export control laws, including the
Export Administration Regulations (EAR) regulations from the Bureau of Industry and Security which is part of the U.S. Department of
Commerce, and regulations issued by the DOE. The regulations exist to advance the national security and foreign policy interests of the
U.S. and to further its nonproliferation policies. Nuclear technology, also known as technical data, is controlled by 10 CFR Part 810,
under the regulations of the DOE. Nuclear hardware and codes specifically designed or modified for use in a nuclear reactor are controlled
by the NRC under 10 CFR Part 110. We will work to ensure that strict internal control and measures are implemented to comply with export
control regulations. Appendix A to 10 CFR Part 810 provides a list of countries that are considered Generally Authorized meaning they
are considered to be non-sensitive. Countries not on this list are required to be specifically authorized prior to sharing any nuclear
technology. Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following the same sensitive
countries versus non sensitive countries' regulatory structure embedded in 10 CFR Part 810.

 Fuel
Processing and Transportation Businesses

Safety Regulation. The commercial nuclear fuel industry is heavily regulated in the United States and regulatory approval is required
for the design, safety systems and operation of a nuclear fuel facility such as our proposed fuel processing facility. Nuclear safety
regulators from the NRC consider safety related impacts to the facility from external events (e.g., wildfires, impacts from nearby facilities),
natural phenomena hazards (e.g., seismic events, wind, snow, floods), fire protection, environmental conditions and dynamic effects associated
with operations, chemical protection, emergency response, criticality control, and instrumentation and control. The facility license
application must identify items relied on for safety in order to limit potential radiation and chemical related impacts to workers, the
public, and the environment.

 A
nuclear fuel facility must also consider the impacts of the facility on the environment. An environmental report will be prepared which
describes the impact of constructing the facility on the environment; adverse environmental impacts that cannot be avoided; alternatives
to the proposed facility construction; the relationship between short-term uses and enhancement of long-term productivity; and irreversible
commitments of resources. The NRC will consider environmental impacts in its licensing decision making process. The NRC will need to
make an environmental related finding of no significant impact (FONSI) prior to issuance of a license for the fuel facility.

 Our regulatory licensing strategy is to design nuclear fuel cycle processing facilities
using proven technology, processes and safety systems and engage the NRC early in the license application development process. Our intent
is to produce a high-quality application that can be reviewed and approved by the NRC in the minimum amount of time.

 On
the fuel transportation side, we are evaluating the availability and use of comprehensive nuclear material packaging. The use of NRC
certified transportation packages under applicable federal rules and meeting the appropriate Department of Transportation regulatory
requirements for radioactive materials are necessary for nuclear fuel shipments within the United States. Additionally, international
shipping requirements which follow IAEA regulations (and those of the recipient country), are needed for any international transport
of nuclear fuel.

 Nuclear Safety Regulatory
Approval in the United States. In order for a nuclear fuel cycle facility to be constructed and operated, a license application (under
10 CFR Part 70) and supporting documentation needs to be prepared and submitted for review and approval by NRC. The safety basis for
the facility is documented in an integrated safety analysis (ISA). An ISA is a systematic examination of the facility's processes,
equipment, structures, and personnel activities to ensure that all relevant hazards that could result in unacceptable consequences have
been adequately evaluated and appropriate protective measures have been identified. NRC fuel cycle facilities are similar to chemical
processing plants and ISA techniques that have been applied in the chemical industry are generally applicable to a nuclear fuel facility.
A document that contains a summary of the ISA will be submitted to the NRC with the license application.

 The
license application submitted to the NRC will also include (a) an overview of the site and processes; (b) the licensees organization,
(c) the ISA methodology to be used, (d) a radiation protection program, (e) a nuclear criticality safety program; (f) a chemical process
safety program; (g) a fire safety program; (h) an emergency management plan; (i) an environmental protection description; (j) a decommissioning
plan; (k) a management measures program; (l) a fundamental nuclear material control and accounting plan; and (m) a physical protection
plan.

 An environmental report detailing the
potential impacts of the facility (and alternatives) will also be prepared and submitted to the NRC for review. We expect that the NRC
will complete its review of our license application and environmental report within 12 to 18 months. We believe that the NRC review time
can be minimized by submitting a high-quality application for a facility using proven technology and following guidance documents prepared
by the NRC. Communication with the NRC both during the pre-application period and during the review will help facilitate a successful
licensing review.

 After obtaining a license from the NRC,
we will construct the facilities in an expeditious manner. After construction is completed, it is expected that the NRC will perform an
operational readiness review of the facilities and grant NANO an authorization to operate.

 To
transport the fuel within the United States, NRC certified transportation packages will be used. If necessary, the package certificate
of compliance will be amended by the package certificate holder in order to add our fabricated fuel as an authorized content for the
transportation package. The certificate of compliance amendment request, if needed, will follow the appropriate regulatory requirements
in the United States that are contained in 10 CFR Part 71.

Safety Regulatory Approval Internationally. Since the fuel facility is being licensed to produce our fuel in the United States by
the NRC, no international regulatory approvals will be needed.

 Shipping of the fuel will occur in the
United State using NRC certified transportation packages and following the appropriate regulatory requirements that are necessary for
fuel shipments. For international shipments, additional shipping approvals will be needed depending on the country that the fuel will
be shipped to. International shipping requirements will be addressed by following DOT and IAEA transportation requirements for transport
of nuclear fuel and the recipient's country's requirements.

 Other Regulation. In addition
to nuclear safety regulations, our fuel processing and transportation businesses are subject to other nuclear regulatory controls such
as special nuclear material safeguards, security and non-proliferation restrictions. Other U.S. federal and state permits such as air
quality, liquid effluent controls, and building permits will be required depending on the fuel facility design (types and quantity of
waste materials produced) and the state in which the facility will be located which has not yet been determined.

 Export controls. Exports related
to our fuel processing facilities and products are controlled by the NRC under applicable federal regulations. Nuclear fuel processing
plant equipment and components are under NRC's export licensing authority as per Appendix O to 10 CFR Part 110. This includes items
that are considered especially designed for the fabrication of nuclear fuel including equipment that: (a) directly processes or controls
the production flow of nuclear material; (b) seal the nuclear material with cladding; (c) check the integrity of cladding; (d) check the
finished treatment of the sealed fuel; or (e) is used for assembling reactor fuel elements. This section of the regulations also includes
equipment or systems of equipment specifically designed or prepared for use in a fuel processing plant. Additionally, 10 CFR 110.9a states
that the export control of special nuclear material is also controlled by the NRC.

 Many
types of controls are required to ensure compliance with NRC export control regulations. For example, 10 CFR 110.28 lists embargoed destinations
for exporting nuclear materials and technology. An application to the NRC for a specific license to export special nuclear material will
be required. The specific license is issued on a case-by-case basis to a single specified person or entity which submits and is legally
responsible for the proposed export transactions as described on NRC Form 7 application submitted to the NRC.

 Human
Capital Resources

 As of December 16, 2025, we had 36 full
time employees and 26 independent contractors with an aggregate of 100 advanced degrees, including 32 master's degrees in engineering,
science, business, taxation and philosophy, 11 PhDs and three JDs (Juris Doctors - Doctor of Law). We have employment agreements with
two of our executive officers, including Mr. Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board,
and Dr. Florent Heidet, our Chief Technology Officer and Head of Reactor Development. We also have utilized independent contractor relationships
with two of our senior executive officers, including Mr. Jaisun Garcha, our Chief Financial Officer, and Mr. James Walker, our Chief Executive
Officer. We intend to enter into formal employment agreements with our other senior executive officers in the future. See "ITEM
1. Business - Arrangements with Our Executive Officers."

 The following table provides a breakdown
of our staff by function as of December 16, 2025.

 Function

 Number of Staff

 % of Total

 Management

 12.9
 %

 Research and Development (1)

 33.9
 %

 Business Operation (2)

 50.0
 %

 Administration

 3.2
 %

 Total

 %

 (1) There was an increase of headcounts
for a total of five staff, or approximately 31% of the total research and development personnel in the research and development department
in 2025 compared to the same period in 2024. The above-mentioned increases were due to the recruitment of new staff for our research and
development.

 (2) There was an increase of
headcounts for a total of ten staff, or approximately 48% of the business operation personnel in the business operation department
in 2025 compared to the same period in 2024. The above-mentioned increases were due to the recruitment of new staff for our business
operations.

 Our
workforce operates under a hybrid model that integrates both in-office and remote work arrangements. Our management team places significant
focus and attention on matters concerning our human capital assets, particularly on the specific industry and technical knowledge that
are required to implement our nuclear energy-focused business plan. Accordingly, we regularly review staff development and succession
plans for each of our functions to identify and develop our pipeline of talent.

 We
believe we offer our staff competitive compensation packages and an environment that encourages self-development and, as a result, have
generally been able to attract and retain qualified personnel and maintain a stable core management team. Our staff are not represented
by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with
our staff and to date, we have not experienced any labor disputes.

 Description
of Properties

 Our
corporate headquarters is located at 10 Times Square, 30th Floor, New York, New York 10018, covering approximately 7,800 square feet.
We lease this space for $33,605 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease is effective
on April 1, 2024 and has a term ending on July 31, 2031.

 In August 2024, we purchased a 1.64-acre
land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee for $1.7 million. The purchase includes a 14,000
sq. ft., 2-story building to house our Nuclear Technology Branch. Situated in a world-class location for innovative nuclear technology
research and development, this facility will serve as the central hub for our advanced nuclear technology design and engineering capabilities.
The Nuclear Technology Branch is near the Oak Ridge National Laboratory, the Spallation Neutron Source, the National Transportation
Research Center, and The University of Tennessee's Center of Excellence in Engineering.

 In January 2025, we entered into a lease
for a facility of approximately 6,800 sq. ft. in Westchester County, New York, where we have established a purpose-built facility to assemble
and demonstrate the operation and viability of several non-nuclear parts and components of our nuclear microreactors in development. We
lease this space for $17,000 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease is effective
on January 1, 2025 and has a term ending on December 30, 2030.

 In July 2025, we purchased a 2.75-acre
land package in Oak Brook, Illinois for $3.5 million. The purchase included a 23,537 sq. ft. building to serve as a regional demonstration
and office facility to support the development of our KRONOS MMR Microreactor Energy System.

 We
believe the above-mentioned facilities and offices are adequate and suitable for our current needs and that, should it be needed, suitable
additional or alternative space will be available to accommodate any such expansion of our operations.

 Corporate
History and Corporate Structure

 We
were incorporated under the laws of the State of Nevada on February 8, 2022. We are primarily engaged in the design and development of
mobile, easily deployable microreactors, the development of a commercial CAT II facility for fuel processing, and the creation of a commercial
transportation technology and business, with the capacity to move fuel enriched up to 19.75% U235 across North America.

 HALEU
Energy Fuel Inc. (which we refer to herein as HALEU Energy), incorporated on August 30, 2022 under the laws of Nevada, is our wholly-owned
subsidiary. Through HALEU Energy, we are seeking to develop a domestic HALEU fuel processing facility to supply the next generation of
advanced nuclear reactors.

 American
Uranium Inc. (which we refer to herein as American Uranium), incorporated on February 9, 2022 under the laws of Nevada, is our wholly-owned
subsidiary. Through American Uranium, we are engaged in the acquisition, exploration and development of uranium mineral resource properties
in the U.S. and internationally. American Uranium has not commenced operation as of the date of this Report.

 Advanced
Fuel Transportation Inc. (which we refer to herein as Advanced Fuel Transportation), incorporated on June 21, 2023 under the laws of
Nevada, is our wholly owned subsidiary. Through Advanced Fuel Transportation, we plan to manufacture a licensed high-capacity HALEU transportation
system and produce a governmentally licensed and permitted high-capacity HALEU transportation system, capable of moving commercial quantities
of HALEU fuel around North America. Advanced Fuel Transportation has not commenced operation as of the date of this Report.

 Nano Nuclear Space Inc. (which we refer to herein as Nano Nuclear Space), incorporated
on July 24, 2024 under the laws of Nevada, is our wholly-owned subsidiary. Through Nano Nuclear Space, we are seeking to explore the potential
commercial applications of our developing micronuclear reactor technology in space, including the ALIP technology.

 Kronos
MMR Inc. (which we refer to herein as Kronos MMR), incorporated on December 20, 2024 under the laws of Nevada, is our wholly-owned subsidiary.
Through Kronos MMR, we are seeking to operate the newly acquired MMR Business for the MMR Energy System to complement our own ZEUS
and ODIN microreactors in development.

 Loki MMR Inc. (which we refer to
herein as Loki MMR), incorporated on December 31, 2024 under the laws of Nevada, is our wholly-owned subsidiary. Through Loki MMR,
we are seeking to operate our newly acquired Pylon Business related to the Pylon reactor development.

 Global First Power Ltd. is a Canadian
corporation which we acquired from the USNC bankruptcy estate in October 2025 as described elsewhere in this Report. Subsequently, we
renamed this entity True North Nuclear Ltd. as part of the rebranding of our Canadian KRONOS business.

 Available
Information

 Our website is www.nanonuclearenergy.com.
Access to copies of our SEC filings, corporate governance information, and other items that may be material or of interest to our investors
is available via our website under "Financial Information". The contents of our website are not incorporated by reference
into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive
textual references only. All information that we have filed with the SEC can also be accessed through the SEC's website at www.sec.gov.

 ITEM
1A. Risk Factors

 Investing in our securities is
speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described below,
together with all of the other information contained in this Report, before deciding to invest in our securities. If any of the following
risks materialize, our business, financial condition, results of operation and prospects will likely be materially and adversely affected.
In that event, the market price of our common stock could decline, and you could lose all or part of your investment.

 Risks
Related to Our Industry and Business

 We have incurred losses and have not generated any revenue
since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate meaningful revenue for
the foreseeable future.

 We
have incurred significant operating losses since inception and have an accumulated deficit of $57.5 million as of September
30, 2025 and had negative operating cash flow for the year ended September 30, 2025. We expect that operating losses and negative cash
flows will increase in the coming years because of additional costs and expenses related to our research and development (which we refer
to herein as R&D), business development activities and our status as a publicly traded company.

 To
date, we have not generated any revenue. We do not expect to generate any revenue unless and until we are able to commercialize our reactors
and/or other lines of business. As we have incurred losses and experienced negative operating cash flows since our inception, and accordingly
we have undertaken equity financing from investors to satisfy our funding needs, and we will consider applications for government grants;
however, we may not raise adequate funding to offset our expenses and losses. Moreover, we may encounter unforeseen expenses, difficulties,
complications, delays, and other unknown factors that may adversely affect our business. The magnitude of our future net losses will
depend, in part, on the rate of future growth of our expenses and our ability to generate and grow revenue. We cannot predict the outcome
of the actions to generate liquidity to fund our operations, whether such actions would generate the expected liquidity to fund our operations
as currently planned or whether the costs of such actions will be available on reasonable terms or at all. Our continued solvency is
dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactors
and to achieve commerciality for our reactors. Our prior losses and expected future losses have had and may continue to have adverse
effects on our stockholders' equity (deficit) and working capital and may lead to the failure of our business.

 We are a pre-revenue company
in an emerging market with an unproven business model, new and unproven technologies, and a short operating history, which makes it difficult
to evaluate our current business and prospects and may increase the risk of your investment.

 We
only have a limited operating history upon which to base an evaluation of our current and future business prospects. We were founded
in February 2022 and are currently in the process of developing our nuclear microreactors and other lines of business as more fully described
in the " Business " section of this Report. We anticipate that it will take several years for us to commence generating
meaningful revenues. Moreover, we will be required to make significant expenditures over the near and long term just to achieve any level
of revenues.

 Over the next twelve
months, we will continue to progress the development of our advanced microreactors and our vertically integrated fuel processing
business, with estimated expenditures to be approximately $65 million. This allocation comprises approximately $43 million dedicated
to the research, development, quality assurance, licensing, and physical test work of our microreactors and other technologies, such
as our fuel transportation system. A further allocation of approximately $12 million will be allocated to the development of our
planned fuel processing facilities alongside LIST, the related-party uranium enrichment company with whom we collaborate and in
which we've made a strategic investment. The remaining approximate $10 million is earmarked for miscellaneous costs essential
to propelling the progress of our microreactors, encompassing the support of current personnel engaged in executive, finance,
accounting, and other administrative functions. We may also utilize our cash resources raised in 2024 and 2025 for acquisitions of
complementary businesses or assets.

 We
estimate that the development, construction, testing and licensing of our microreactors (notably the KRONOS MMR) will continue from
2026 to 2030, with the full-scale, first-of-its-kind KRONOS energy system expected to be fully operational and licensed by 2030. Our
microreactor construction permit application (CPA) for KRONOS is expected to be filed in 2026, with full construction activities
commencing after NRC approval of our CPA is completed. Our KRONOS microreactors are expected to be commercially launched around
2030. We also plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy
industry in 2026, both domestically and internationally. As part of our domestic initiatives, following our collaboration with
Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having formally launched
our consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project and
included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently evaluating strategic
acquisitions or collaborations to expand our business operations and formally establish our consulting services, and have commenced
several material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we
have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention to
acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation
business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over
the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services.
Notwithstanding the foregoing, the outlined expenditures and our anticipated timelines are estimations only. These estimates are
inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments in the
development plans for our microreactors and other technologies and uncertainties associated with the governmental licensing approval
process, and other factors beyond our control. Given that these elements may exceed our initial expectations or lie
beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

 An evaluation of our business and prospects may be difficult in light of the risks
we encounter as a company in the new and rapidly evolving market of the nuclear energy industry. These risks and difficulties include,
but are not limited to, the following:

 Obtaining
 the necessary permits and licenses can be a lengthy and complex process, subject to rigorous safety and environmental regulations.
 Delays or denials in obtaining these approvals can significantly impact a project's timeline and cost.

 Ensuring
 the safety of the reactor during operation and in case of accidents is paramount. Microreactors must be designed with robust safety
 features to prevent accidents, and emergency response plans must be in place to mitigate any potential incidents.

 Security
 concerns, including the risk of theft or sabotage, need to be addressed through physical security measures and cybersecurity protocols.

 Microreactor
 and fuel supply chain projects are very capital-intensive, and securing adequate financing can be a significant hurdle. Economic
 risks related to cost overruns, construction delays, or market uncertainties must be managed effectively.

 The
 demand for microreactor-generated power may be uncertain, especially in the early stages of the business. Market fluctuations and
 changing energy policies can affect the profitability of the venture.

 Microreactors
 rely on specialized components and materials, which may have limited availability or long lead times. Supply chain disruptions can
 impact project timelines and costs.

 Addressing
 environmental concerns, including radioactive waste management and minimizing environmental impact, is essential for regulatory compliance
 and public acceptance. Proper disposal and management of radioactive waste and decommissioning plans need to be in place from the
 outset. Failing to account for these end-of-life considerations can lead to significant liabilities. Additionally, any adverse environmental
 impact can lead to public opposition and regulatory penalties.

 Public
 perception of nuclear energy and technology can be a challenge. Overcoming public skepticism or opposition and gaining social acceptance
 for the microreactor project is important.

 We
may not be able to successfully address any of these risks or others. Failure to adequately do so could seriously harm our business and
cause our operating results to suffer.

 Our
microreactors are still at the development stage and have not been put into production yet. Developing, producing, and commercializing
nuclear reactors is a complex and challenging endeavor due to various technical, regulatory, financial, and public perception obstacles,
which may adversely and materially affect our business, financial condition and results of operation. No assurances can be given that
we will be able to develop and commercialize our microreactors and other technologies on the timelines we currently anticipate, or at
all, and our failure to do so would likely lead to the loss of your investment in our company.

 Our
business plans will require us to raise substantial additional amounts of capital. Future capital needs will require us to sell additional
equity or debt securities that will dilute or subordinate the rights of our common stockholders. In addition, we may be unable to secure
government grants as part of our funding strategy.

 Our
business plan is very costly. To develop and implement our businesses as currently planned, we will need to raise substantial amounts
of additional capital, potentially hundreds of millions of dollars. We expect that we will need to make substantial investments in research
and development of our products and technologies and other substantial investments before we can generate meaningful revenues. Moreover,
our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen.
In any case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. In addition,
given the relatively early stage of our company, our future capital requirements are also difficult to predict with precision, and our
actual capital requirements may differ substantially from those we currently anticipate.

 As
a result, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. Such financing
might not be available to us when needed or on terms that are acceptable, or at all. We will likely issue additional equity securities
and may issue debt securities or otherwise incur debt in the future to fund our business plan. If we issue equity or convertible debt
securities to raise additional funds, our existing stockholders will experience dilution, and the new equity (including preferred equity)
or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing stockholders. If
we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay
additional interest expenses.

 Our
ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including
general economic and market conditions, as well as investor sentiment regarding our planned business. These factors may make the timing,
amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase
our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise
sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

 Finally,
we plan to apply for government funding in the form of grants or other funding from agencies such as the DOE. We may not receive such
funding for a variety of reasons, including the size of our company and the government's assessment of our prospects. Even if we
do receive such funding, the government could condition such funding on contractual provisions such as granting the government rights
to our technology or products. Moreover, federal funding is subject to at least annual Congressional appropriations, which may not be
forthcoming. The federal budget process is complex — the budget justification and Presidential budget requests are often incomplete;
Congress may appropriate different amounts than those requested; and the DOE has varying degrees of discretion to reprogram or transfer
appropriated funds. Nonetheless, to the extent Presidential budget requests or DOE budget justifications result in a shift of Congressional
appropriations away from SMR funding generally or projects we are developing specifically, those shifts could materially and adversely
affect the amount of DOE funding available to us and our business.

 As
a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business
as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional
capital when we need or want to, our operations and prospects could be negatively affected, and our business could fail.

 We
and our officers and directors are presently parties to securities law and fiduciary duty lawsuits relating to our public statements
made since our initial public offering. Our reputation may be damaged by these suits, and if we are unable to have them dismissed or
should we receive adverse outcomes, our business and results of operations may suffer, including as a result of our indemnification obligations
to our directors and officers.

 On August 9, 2024, a putative securities
class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern District of
New York, captioned Yvette Yang v. Nano Nuclear Energy Inc., et al., No. 1:24-cv-06057 (S.D.N.Y.). On October 28, 2024, the court entered
an order appointing Hongyu Xie as lead plaintiff. On January 6, 2025, lead plaintiff filed an amended complaint, naming as defendants
the Company, Jay Yu, James Walker, and Jaisun Garcha. The amended complaint asserts claims for alleged violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 on behalf of persons who purchased or otherwise acquired our securities from May 8, 2024
through July 30, 2024. The claims in the amended complaint relate to statements made by us and/or our directors or officers concerning
the Company's business and prospects, including our progress toward development of nuclear microreactors and fuel manufacturing
facilities. On February 21, 2025, all defendants filed a motion to dismiss the amended complaint pursuant to Rules 12(b)(6) and 9(b)
of the Federal Rules of Civil Procedure, for failure to state a claim upon which relief can be granted. On February 24, 2025, the court
sua sponte entered an order permitting lead plaintiff to file a second amended complaint or stand on her amended complaint. On March
14, 2025, lead plaintiff filed a second amended complaint, asserting the same claims asserted in the amended complaint. On April 11,
2025, all defendants filed a motion to dismiss the second amended complaint pursuant to Rules 12(b)(6) and 9(b) of the Federal Rules
of Civil Procedure, for failure to state a claim upon which relief can be granted. A hearing on the motion has not been scheduled. We
dispute the allegations in the amended complaint and intend to defend the case vigorously. The case is at an early stage and we cannot
reasonably estimate the amount of any potential financial loss or cost that could result from the lawsuit.

 In addition, on August 23, 2024, a putative
shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our directors
and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf of Nano Nuclear,
Inc. v. James Walker, et al., No. A-24-900423-C. On December 20, 2024, plaintiff filed an amended complaint, alleging claims for alleged
breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others. The claims asserted in the amended complaint
relate to our management, business and prospects, including, among others, our progress toward microreactor development, the qualifications
of our management, and our investment in LIS Technologies Inc. On behalf of our company, the plaintiff seeks damages from the director
and officer defendants and an order directing our company to take actions to reform and improve corporate governance and internal procedures.
On February 4, 2025, our company filed a motion to dismiss the amended complaint pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure
for failure to make a demand or alleged demand futility, and our directors and officers filed a motion to dismiss the amended complaint
pursuant to Rules 12(b)(5) and 23.1 of the Nevada Rules of Civil Procedure for failure to state a claim on which relief can be granted
and plaintiff's lack of standing. On April 24, 2025, the court heard and granted both the Company's motion to dismiss and
the directors' and officers' motion to dismiss without leave to amend. On October 30, 2025, the court entered a formal written
order and statement of decision granting the motions to dismiss. On November 21, 2025, plaintiff filed a notice of appeal with the Nevada
Supreme Court. No briefing dates for the appeal have been scheduled. The director and officer defendants deny all allegations of liability
and intend to continue vigorously defending against all claims.

 Ongoing
securities law and fiduciary duty lawsuits may divert significant financial and human resources away from our core business operations,
increasing legal expenses and reducing available capital for other strategic initiatives. If the lawsuits result in adverse outcomes,
such as judgments or settlements, we could face substantial monetary damages, penalties, or fines, which could negatively impact our
financial position, cash flow, and overall business operations. These lawsuits may harm our reputation with investors, suppliers, and
business partners. Even if we successfully defend against the claims, the mere existence of these lawsuits may erode confidence in our
management, corporate governance, and financial reporting. The uncertainty surrounding the outcome of these lawsuits could create volatility
in our stock price, leading to a decrease in investor confidence and possible difficulties in raising future capital.

 Our
officers and directors, who are critical to our leadership and decision-making, may be distracted by these lawsuits, which could lead
to delays or inefficiencies in executing our business strategy. If these lawsuits persist or lead to unfavorable publicity, it may become
more challenging to attract and retain qualified employees, including key executives, due to perceived instability or legal risk associated
with our company.

 The current lawsuits may encourage other parties to file additional claims or lawsuits,
increasing our legal risks and further burdening our resources. The case is still at an early stage and we cannot reasonably estimate
the amount of any potential financial loss or cost that could result from this lawsuit. If we are unable to have them dismissed or should
we receive adverse outcomes, our business and results of operations may suffer. The lawsuits may prompt increased scrutiny from regulatory
authorities, leading to additional investigations, fines, or compliance requirements, which could further affect our business.

 Further,
under certain circumstances, we may have contractual or other legal obligations to indemnify and to incur legal expenses on behalf of
investors, directors, officers, employees, or other third parties. Our business contractual and legal obligations related to indemnification
and the coverage of legal expenses for investors, directors, officers, employees, and other third parties are critical components of
our risk management and corporate governance. These obligations are typically outlined in various agreements, contracts, and corporate
bylaws.

 In
our company, the key aspects of indemnification will be included in our directors and officers (D&O) insurance, our corporate governing
documents, and investor agreements and other relevant arrangements. Nuclear companies often purchase director and officer insurance policies
to indemnify their directors and officers against personal liability for actions taken in their roles. These policies provide financial
protection for individuals in the event of lawsuits, regulatory actions, or other legal proceedings related to their corporate duties.
The corporate governing documents may include provisions that obligate our company to indemnify its directors, officers, and sometimes
employees to the extent allowed by law, with some conditions or limitations on indemnification as applicable. In cases where investors,
such as venture capitalists or private equity firms, are involved, investment agreements may include indemnification clauses that protect
the investors from certain liabilities related to their investment in our company. In our agreements with third parties, such as suppliers,
partners, or service providers, indemnification provisions may also be included to specify who is responsible for indemnifying the other
party in the event of specified breaches, disputes, or liabilities.

 We
may also be required to cover the legal expenses and other costs on behalf of individuals or third parties incurred during any applicable
legal proceedings, which may divest our company's resources and the management's attention, thus materially and adversely
affect our business, financial condition and results of operations and result in our inability to establish and grow our business.

 The failure of production and
commercialization of nuclear micro reactors as planned, including within the timelines we currently anticipate, will adversely and materially
affect our business, financial condition, and result of operations.

 We are in the process of developing the
next-generation advanced nuclear microreactors. With these products, we are advancing the development of the next generation of portable,
on-demand capable, advanced microreactors. Considering construction timelines, licensing timeframes, sourcing key materials and fuel,
we currently estimate that our KRONOS MMR reactor will be commercially ready in the early 2030s. Given the priority we are placing on
KRONOS, our other reactor projects will lag behind in the timing for their development. However, the development, licensing, construction
and testing of advanced nuclear reactors is highly uncertain. Even if KRONOS or our other reactor designs receive regulatory approval,
we may be unable for a variety of reasons to commercial launch the business of selling our reactors and scaling revenues from such sales.
If our core plan to develop, and ultimately manufacture or commercialize KRONOS or any of our other products is delayed, suspended, interrupted,
or cancelled for whatever reason, our business, financial condition, and results of operations will be adversely and materially disrupted,
and the value of our securities may significantly decline or become worthless.

 We are in the process of developing nuclear fuel facilities
designed to supply products and materials necessary for the successful operation of the growing advanced nuclear energy industry. The
failure of completion and operation of any such facility as planned will adversely and materially affect our business, financial condition,
and result of operations.

 Building nuclear fuel processing facilities
to produce commercial nuclear material involves a highly specialized and regulated process. There will be specific challenges at each
stage of development, including but not limited to the following:

 Obtaining the necessary licenses and permits from regulatory authorities can be a complex and time-consuming process. Compliance with stringent safety, security, and environmental regulations is crucial.

 Ensuring the safety and security of the facilities and the nuclear materials within it is of utmost importance. Robust safety measures and security protocols must be implemented to prevent accidents, theft, or unauthorized access.

 Fabricating nuclear fuel and components requires specialized knowledge and expertise in nuclear materials, metallurgy, and manufacturing processes. Recruiting and retaining a skilled workforce can be a challenge.

 Maintaining strict quality control and assurance processes is essential to ensure the reliability and safety of the nuclear fuel. Any defects or substandard materials can have serious consequences.

 Building and operating a nuclear fuel cycle facility can be capital-intensive. Managing costs, including construction, operational, and maintenance expenses, is essential for the facility's financial viability.

 Construction delays, regulatory approvals, and unforeseen technical challenges can extend the timeline for facility development, potentially affecting market entry and revenue generation.

 The demand for nuclear fuel can fluctuate based on the deployment of SMRs and Microreactors. Competition from other fuel suppliers and alternative energy sources can also affect market share and profitability.

 In
2023, we established a subsidiary, HALEU Energy, to concentrate specifically on creating a domestic HALEU fuel processing facility to
supply the next generation of advanced nuclear reactors. In February 2023, we were selected as an official founding member of the DOE's
new HALEU Consortium to develop the U.S.' domestic capability for the manufacture of HALEU and its processing. Currently we are
still in the process of developing such facility and target to have such facility in operation early next decade.

 In November 2024, we announced a $2 million
strategic investment in and entry into a collaboration with a laser-based uranium enrichment technology company, LIST, which is a related
party. Through this investment and related collaboration, we aim to assist in advancing LIST's technologies to secure a reliable
low enriched uranium fuel supply for our future operations and the broader nuclear energy industry. The parties intend that LIST will
provide us with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing
arrangement to be agreed to between the companies in the future. Through collaboration with LIST, we intend to construct some supporting
facilities alongside LIST's enrichment facility, including the deconversion facility. The construction of these facilities and related
activities are subject to similar risks to those outlined above with respect to our own HALEU fuel processing facility. Further, there
is a risk that LIST's technology will itself not advance to commercial viability or secure applicable regulatory approvals. All
of the foregoing creates the risk of loss with respect to our investment in and collaboration with LIST.

 If our plan to complete and operate any
fuel cycle facilities is delayed, suspended, interrupted, or cancelled for whatever reason, our business, financial condition and results
of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become worthless.

 We
plan to produce a regulatorily licensed, high-capacity HALEU transportation system, capable of moving commercial quantities of HALEU
fuel around North America and worldwide. The failure of production and commercialization of such products as planned will adversely and
materially affect our business, financial condition, and result of operations.

 We
intend to produce a regulatorily licensed, high-capacity HALEU transportation system, capable of moving commercial quantities of HALEU
fuel around North America and beyond. We received an exclusive license for a high capacity HALEU fuel transportation basket design in
April 2024, which will form the basis of a complete transportation package able to move the most commonly utilized fuel. The license
grants us, as the licensee, exclusive rights for the use and development of certain transportation technology. If developed and commercialized,
we believe this product would be the only one of its kind in North America and would serve as the basis for a domestic HALEU transportation
company capable of providing commercial quantities of HALEU fuel.

 In
September 2024, we signed an agreement with GNS to undertake a wide-ranging project to produce an optimized HALEU transportation system
solution based on our exclusively licensed fuel transportation basket design. The GNS agreement encompasses a study for the transport
of multiple HALEU nuclear fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt
fuel for molten salt reactors, thus optimizing the quantity of material that can be transported and developing a conceptual package design
that will accommodate the new basket design. We are targeting to have our fuel transportation business in operation by 2028. However,
there is no assurance that we can successfully produce such a product and operate such a business as planned. If our plan to produce
and commercialize such product is delayed, suspended, interrupted or cancelled for whatever reason, our business, financial condition
and results of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become
worthless.

 We
aim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically
and internationally. Failure to do so as planned will adversely and materially affect our business, financial condition, and result of
operations.

 We
aim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both
domestically and internationally. This business opportunity represents our most near-term revenue generating opportunity and we
provided initial consulting services in 2025. Our goal is more formally establish, launch and scale our consulting services
business, both domestically and internationally, in 2026. As part of our domestic initiatives, following our collaboration with
Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having formally launched
our consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project and
included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently evaluating strategic
acquisitions or collaborations to expand our business operations and formally establish our consulting services, and have commenced
several material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we
have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention to
acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation
business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over
the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services.
No assurances can be given that we will be able to successfully acquire or establish and thereafter grow our own consultation
business, and our failure to do so would adversely affect our near-term revenue prospects. Moreover, the outlined expenditures and
the timelines are estimations only. These estimates are inherently subject to significant risks and change due to unforeseen
circumstances, operational challenges, adjustments in the microreactor development plan and uncertainties associated with the
licensing approval process, and other factors beyond our control. Given that these elements may exceed our initial expectations or
lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

 The
current upsurge in interest in nuclear energy, combined with the increased investment from both private and governmental sources within
the nuclear space, as well as the global push for zero carbon technologies, has created a demand for nuclear energy expertise which exceeds
supply. The increased demand in personnel and nuclear related business activity will create increased demand for personnel involved in
the licensing and regulatory aspects of the industry, which provide us with potential to root in this area. We have already identified
several nuclear services and consultancy providers, which have been assessed as potentially suitable for acquisition by our company.
However, there is no assurance that we can acquire them successfully or as planned. If our plan to start the consulting services is delayed,
suspended, interrupted or cancelled for whatever reason, our business, financial condition and results of operations will be adversely
and materially disrupted, and the value of our securities may significantly decline or become worthless.

 Providing
a nuclear consulting service as a business comes with a unique set of difficulties and challenges due to the complexity and sensitivity
of the nuclear industry. These challenges and difficulties include, but are not limited to:

 Providing
 valuable nuclear consulting services requires a deep understanding of nuclear science, engineering, and technology. Maintaining a
 team with the necessary expertise can be difficult.

 Consulting
 on nuclear projects involves addressing safety and security issues. Ensuring that clients are compliant with safety protocols and
 security measures is a critical responsibility.

 Handling
 sensitive nuclear information and data requires strict security measures and confidentiality protocols to protect classified or proprietary
 information.

 As
 a consultant, we may face liability issues if our advice leads to undesirable outcomes or non-compliance with regulations. Managing
 and mitigating these risks is essential.

 The
 nuclear consulting market can be competitive, with established consulting firms and experts in the field. Standing out and securing
 clients can be challenging, especially for newcomers.

 The
 nuclear industry is evolving with new technologies, safety standards, and market dynamics. Staying updated and adapting to these
 changes is vital to remain relevant and competitive.

 Managing
 multiple projects for different clients with varying timelines and needs can be challenging. Effective project management is essential
 to meet deadlines and deliver quality results.

 Meeting
 and managing client expectations can be demanding. Clients may have high expectations for the outcomes of their nuclear projects,
 and effective communication is essential to align expectations with reality.

 Leveraging
 data analytics and technological advancements can be challenging, especially when dealing with legacy system in the nuclear industry.

 For
our nuclear consulting business to be viable and grow, it will be crucial for us to build a strong team with diverse expertise, stay
current with industry trends and regulations, prioritize security and confidentiality, and maintain high ethical standards. Effective
communication, networking, and relationship-building with our clients and the regulatory authorities are also essential for establishing
our credibility and trust in the industry. Notwithstanding the foregoing, there is no assurance we can address these or similar challenges
and difficulties, the failure of which may adversely and materially affect our business, financial condition and results of operation.

 We
have undertaken and will continue to pursue strategic acquisitions. These acquisitions may be difficult to consummate and integrate and
may create losses for us or not provide us with the anticipated benefits. We may not be able to successfully integrate our previous and
future acquisitions or generate sufficient revenues or earnings from future acquisitions, which could cause our business to suffer.

 We have undertaken (as in the case of our acquisition of the ALIP technology, and
our acquisition of the USNC Assets and GFPL) and will continue to pursue strategic acquisitions of complimentary or additive businesses
or assets to both diversify and further vertically integrate our business lines and accelerate our growth. If we buy a company, a division
of a company or assets that we feel are complementary to our business, there can be no assurance that we will be able to profitably manage
such business or successfully integrate such business or assets without substantial costs, delays or other operational or financial problems.

 We are also faced with the risk that
the businesses or assets we acquire will not achieve anticipated benefits, revenues and earnings. Additionally:

 the
 key personnel of the acquired business may decide not to work for us;

 in management at an acquired business may impair its relationships with employees and customers;

 we may be unable to maintain uniform standards, controls, procedures and policies among acquired businesses;

 we may be unable to successfully implement infrastructure, logistics and system integration;

 we may be held liable for legal claims (including environmental claims) arising out of activities of the acquired businesses prior to our acquisitions, some of which we may not have discovered during our due diligence, and we may not have indemnification claims available to us or we may not be able to realize on any indemnification claims with respect to those legal claims;

 we will assume risks associated with deficiencies in the internal control of acquired businesses;

 we may encounter unexpected accounting challenges which could adversely impact our ability to consummate acquisitions or achieve the anticipated benefits to our company of acquisitions;

 we may not be able to realize the cost savings or other financial benefits we anticipated; and

 our ongoing business may be disrupted or receive insufficient management attention.

 We face these and similar risks in connection
with our already completed acquisitions. With respect to our ALIP technology, we may not be able to successfully integrate the ALIP technology
into our microreactor designs, which could lead to a loss of our investment in this technology. We also faced personnel challenges with
this asset, which has delayed our timing for the ALIP project. Moreover, we anticipate, pending the successful completion of the SBIR
III program for the ALIP technology (which we are funding), that we will seek to separately commercialize the ALIP technology as a means
of generating revenues. Although we anticipate commercializing ALIP in 2026, there is no assurance that we can commercialize ALIP within
the estimated timeline, if at all. We are thus faced with the risks that the SBIR Phase III may not be completed on a timely basis or
at all, and further that we may be unable to commercially sell or license the technology (or products derived from the technology) to
third parties.

 With respect to our acquisition of the
USNC Assets, these assets have become the lead projects of our company, notably with respect to the KRONOS MMR reactor design. We are
placing significant emphasis on developing and ultimately commercializing KRONOS MMRs, and our inability to do so for any reason could
lead to the loss of our investments in acquiring and developing such assets.

 Also,
future acquisitions may require us to obtain additional, perhaps substantial, equity or debt financing, which may not be available on
attractive terms. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in additional goodwill,
it will reduce our tangible net worth, which might have an adverse effect on our credit and bonding capacity.

 If
we experience significant fluctuations in our operating results and rate of growth and fail to meet revenue and earnings expectations,
our stock price may fall rapidly and without advance notice.

 Due to our limited operating history, our evolving business model and the unpredictability
of our emerging industry, we may not be able to accurately forecast our future revenues and earnings or our rate of growth. We base our
current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and
investments are, to a large extent, not fixed and we expect that these expenses will increase in the future. We may not be able to adjust
our spending quickly enough if our revenue falls short of our expectations.

 Our
results of operations depend on both the growth of demand for the products and services we are going to offer in the future and the general
economic and business conditions throughout the world. A softening of demand for our products and services for any reason will harm our
operating results. Terrorist attacks, armed hostilities and wars in the past created, and may in the future create economic and business
uncertainty that may also adversely affect our results of operations.

 Our revenue and operating results may also fluctuate due to other factors, including:

 our ability of design, developing, manufacturing and sales of smaller, simpler, and safer advanced portable clean energy solutions, including nuclear reactors.

 our ability to develop domestic fuel cycle facilities to supply the next generation of advanced nuclear reactors with fuel.

 our ability to produce a regulatorily licensed, high-capacity HALEU transportation system, capable of moving commercial quantities of a variety of HALEU fuels.

 our ability to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally.

 assumptions relating to the size of the market for our nuclear reactors.

 unanticipated regulations of nuclear energy that add barriers to our business and have a negative effect on our operations.

 our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.

 new product and service introductions by our competitors.

 technical difficulties or interruptions in our service.

 general economic conditions in our geographic markets.

 additional investment in our service or operations.

 regulatory compliance costs.

 As
a result of these and other factors, we expect that our operating results may fluctuate significantly on a quarterly basis. We believe
that period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication
of future performance.

 Federal
budget delays, federal debt ceiling limitations, or reductions in government spending could adversely impact government spending for
the products and services we provide.

 Federal
government spending reductions could adversely impact U.S. government programs related to our products or services. While we believe
many of our programs do not conflict with the U.S. government's strategic priorities, government spending on these programs can
be subject to negative publicity, political factors and public scrutiny. The risk of future budget delays or reductions is uncertain,
and it is possible that spending cuts may be applied to U.S. government programs across the board, regardless of how programs align with
those priorities. There are many variables in how budget reductions could be implemented that will determine its specific impact; however,
reductions in federal government spending could adversely impact programs in which we provide products or services. In addition, these
cuts could adversely affect the viability of the suppliers and subcontractors under our programs. These and similar risks are associated
with our participation with LIST in the DOE's LEU Acquisition Program. Such program could be eliminated or subject to reduction,
and no assurances can be given that we will be allocated any material funding from the LEU Acquisition Program.

 The
cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets,
which could materially and adversely affect our business.

 Some
electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and we
may not be able to compete in these markets unless the benefits of the carbon-free, reliable and/or resilient energy generation are sufficiently
valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets,
the risk may be greater with respect to business in the United States.

 The
market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly
than expected.

 The
market for SMRs has not yet been established. Our estimates for the total addressable market are based on a number of internal and third-party
estimates, including our potential contracted revenue, the number of potential customers, assumed prices and production costs, our ability
to leverage our current logistical and operational processes, and general market conditions. However, our assumptions and the data underlying
our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing
the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our services,
as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

 Two of our executive officers are presently engaged
by us on an independent contractor basis, and two of our executive officers are engaged by us as employees. Jay Jiang Yu, our founder,
President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet, our Chief Technology Officer and Head of Reactor
Development, are employed under employment agreements. Almost all of our executive officers have management, advisory or directorship
positions with other companies and may allocate their time to other businesses, which may pose certain risks in fulfilling their obligations
with us.

 Except
for Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet, our Chief
Technology Officer and Head of Reactor Development, with each of whom we have an employment agreement, all of our other executive officers
are presently engaged by us as independent contractors due to the fact that they each have management, advisory or directorship positions
with other companies and may allocate their time to other businesses. Notwithstanding the foregoing, Mr. Yu has concurrently served on
the board and management team of several companies and currently allocates at least 15 hours per week to his roles at other companies.
Mr. Yu also concurrently serves as president and chairman of the board of LIST.

 Mr.
James Walker, our Chief Executive Officer, currently allocates at least five hours per week to support Ares,
where he is responsible for the construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance,
and shareholder relations. He is also concurrently serving on the board of directors of several small-cap publicly traded companies and
a consultant to LIST. Jaisun Garcha, our Chief Financial Officer, is currently, and will continue to, work full-time with us, and is
currently also working as a consultant to LIST.

 Our
executive officers are not employees of our company (Mr. Yu and Dr. Heidet excepted), instead, they serve as independent contractors
and can be terminated by either party at any time. They may pursue any other activities and engagements during their terms of agreements
with us. The existing external commitments and any future commitments of our officers to other companies may potentially divert their
significant time and attention away from the strategic and operational needs of our company. Their divided focus could lead to delays
in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce
a divergence in priorities, consequently impacting the overall efficacy of leadership. Additionally, the potential for conflicting interests
arising from commitments to multiple entities may pose challenges in aligning those officers' priorities with the long-term goals
and interests of our company, thereby introducing an element of uncertainty and potential disruption to our operations. It is essential
to acknowledge and address these complexities to ensure that our officers can effectively balance their responsibilities and fulfill
their commitments to our company while maintaining transparency and integrity in their various roles. Failure to do so may adversely
affect our business, financial conditions, and results of operations.

 We
may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

 If our operations grow as planned, we expect to be required to expand our sales
and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale our
business as planned. For example, in 2025 we launched an initiative to recruit engineers in the Midwest area of the U.S. to support our
KRONOS efforts at UIUC. If we are not able to grow our company as our business requires, or achieve and maintain cost-competitiveness
in the United States or elsewhere, our business could be materially and adversely affected.

 We
and our target customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our target
customers and us.

energy is closely tied to government policies and regulations due to its potential risks and benefits. Governments often play a central
role in the approval, regulation, and funding of nuclear projects. Changes in political leadership or shifts in public sentiment can
lead to shifts in nuclear energy policies, which can affect the viability and profitability of nuclear businesses. The regulatory framework
for nuclear energy is stringent and subject to public scrutiny. Regulatory decisions can influence the cost, timeline, and feasibility
of nuclear projects. Public concerns and political pressure can lead to tighter regulations or stricter enforcement of existing ones.
Government policies and incentives, often influenced by public opinion and political considerations, can directly impact the growth and
competitiveness of nuclear energy. Favorable policies such as subsidies, tax credits, or incentives for clean energy can attract more
customers to the nuclear energy sector.

 In
addition, public perception of nuclear energy can range from positive to highly skeptical or negative, often influenced by historical
events, accidents, and media coverage. Negative public sentiment can lead to protests, legal challenges, and public resistance to new
nuclear projects, potentially delaying or preventing their development. Nuclear facilities often need to engage with local communities
where they operate. Building and maintaining trust with these communities is crucial for obtaining social acceptance. Public opposition,
fueled by concerns about safety or environmental impact, can hinder a company's ability to establish a presence in a particular
location. Public perception of nuclear safety and viability can also influence the willingness of investors and financial institutions
to fund nuclear projects. Negative public sentiment can increase financing costs and make it more difficult to secure the necessary capital.
However, public preferences for energy sources can influence the demand for nuclear energy. A positive perception of nuclear power as
a clean and reliable energy source can boost its market appeal. Conversely, public concerns about nuclear safety and waste disposal can
lead to decreased demand, impacting a nuclear company's customer base. Additionally, public perception of a country's nuclear
industry can affect its ability to export nuclear technology, reactors, and fuel assemblies to international customers. International
perceptions of safety and reliability play a role in export decisions.

 As a result, the risks associated with nuclear energy materials and the public
perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power
plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly
affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation
have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more
or even shutting down operations. Adverse public reaction could also lead to increased regulation or limitations on the activities of
our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our target customers
and our business.

 Accidents
involving nuclear power facilities, including but not limited to events like the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear
accidents, or terrorist acts or other high-profile events involving radioactive materials could materially and adversely affect our target
customers and the markets in which we operate and increase regulatory requirements and costs that could materially and adversely affect
our business.

 Our
future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain
competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in
2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to
new construction of nuclear power plants, an early shut down of existing power plants or a dampening of the favorable regulatory climate
needed to introduce new nuclear technologies, all of which could negatively impact our business and prospects. As a result of the Fukushima
accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities
they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist
attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could
become more onerous, which could materially and adversely affect our business and operations.

 Risks
Related to Our Intellectual Property

 If
we fail to develop, gain approval for, protect or enforce our intellectual property or proprietary rights, our business and operating
results could be harmed.

 We currently own the rights to the significant majority of our intellectual property.
We received an exclusive license for a high capacity HALEU fuel transportation basket design in April 2024, which will form the basis
of a complete transportation system to move a range of fuel types. The license grants us, as the licensee, exclusive rights for use and
development of the technology. In addition, the licensor is not permitted to license the technology to any other parties within the specified
scope. We may enter into other license agreements in the future for our business development. There is no assurance that we, as the licensee,
will be able to obtain or renew, if at all or in a timely manner, any of the license agreements upon their expiration. Failure to obtain
or renew, or early termination of, any such agreement may materially and adversely affect our business, financial conditions and results
of operations.

 We
regard the protection of our trade secrets, trademarks, licenses, trade dress, patents and copyrights (if any, in future), domain names
and other intellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights
by relying on federal, state and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary
information, in part, by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and
non-use provisions with our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information
or technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our
intellectual property or who had access to our proprietary information, nor can we be certain that our agreements will not be breached.
Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information,
including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade
secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our
trade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation
of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming
and could result in substantial costs and the outcome of such a claim is unpredictable. Further, the laws of certain foreign countries
do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter
significant problems in protecting and defending our intellectual property or proprietary rights both in the United States and abroad.
If we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of
our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

 We currently have nineteen issued patents related to our technology both in the
United States and in foreign jurisdictions. Detecting infringement and enforcing patent rights both in the United States and abroad can
be difficult, time-consuming, and could result in substantial costs, and the outcome of enforcement is unpredictable. We also believe
that developing technology more comprehensively before patenting can provide our company with certain potential strategic advantages.
We are balancing the advantages of comprehensive development with the risk of potential delays in or inability of securing patent protection,
and we continue to consult qualified intellectual property counsel so we can make informed decisions regarding the timing of other patent
filings and the overall protection strategy. Patent laws, and scope of coverage afforded by them, are in constant flux. Under "first-to-file"
patent systems both in the United States and abroad, inventors and companies may be compelled to file patent applications more frequently
to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications. Current
patent laws may incentivize third parties to challenge any issued patent at the USPTO, as opposed to having to bring such an action in
U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained
within our products and could harm our business.

 The
USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other
provisions to maintain patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees
to obtain or maintain our patents in the future. Non-compliance with these requirements can result in abandonment or lapse of a patent
or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors
might be able to use our technologies and enter the market earlier than would otherwise have been the case.

 We
pursue the registration of our domain names, trademarks and service marks in the United States. We may seek to protect our trademarks,
patents and domain names in an increasing number of jurisdictions in future, a process that is expensive and time-consuming and may not
be successful or which we may not pursue in every location.

 Litigation
may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets or determine the validity and
scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial
costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating
results. If we fail to maintain, protect and enhance our intellectual property or proprietary rights, our business may be harmed.

 We
rely on our unpatented proprietary technology, trade secrets, designs, experiences, workflows, data, processes, software and know-how.

 We rely on proprietary information (such as trade secrets, know-how and confidential
information) being maintained in confidence to protect intellectual property that may not be patentable or subject to copyright, trademark,
trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally
seek to protect this proprietary information by entering into consulting agreements, and/or services or employment agreements that contain
non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into
the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party
infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy
in the event of unauthorized disclosure or use of proprietary information. We have limited control over actions by our current or future
partners and suppliers and could lose trade secret protection if any unauthorized disclosure of such information occurs. In addition,
our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the
extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their
work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our
proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain
markets where we operate may afford little or no protection to our trade secrets.

 We
also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these
security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain
and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized
use of such information or take appropriate and timely steps to enforce our intellectual property rights.

 We may be accused of infringing intellectual property
rights of third parties and be subject to content restrictions under relevant laws, which may materially and adversely affect our business,
financial condition and results of operations.

 Third parties may claim that the technology
used in the operation of our business infringes upon their intellectual property rights. Although we have not faced any litigation involving
direct claims of infringement by us in the past, the possibility of intellectual property claims against us increases as we continue to
grow. Such claims, regardless of merit, may result in our expenditure of significant financial and management resources, injunctions against
us, or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, and such
licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose
sole or primary business is to assert such claims.

 The outcome of any claims, investigations and proceedings is inherently uncertain,
and in any event defending against these claims could be both costly and time-consuming and could significantly divert the efforts and
resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay
damages, as well as legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate
and our products.

 Risks
Related to Regulation and Compliance

 Our
business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply
with such laws and regulations could have a material adverse effect on our business.

 We are subject to new or changing international,
federal, state, and local regulations, including laws relating to the design, development, manufacturing, marketing, servicing, or sales
of our nuclear-fuel related products. Such laws and regulations may require us to pause sales and modify our products, which could result
in a material adverse effect on our ability to generate revenues (or any future revenues) and our financial condition generally. Such
laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs. Failure
to comply with such laws and regulations could lead to the withdrawal or recall of our products from the market, delay our projected revenues,
increase cost, or make our business unviable if we are unable to modify our products to comply. Capital and operating expenses needed
to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages,
suspension of production or a cessation of our operations.

 Regulatory
risk factors associated with our business also include our ability to obtain additional applicable approvals, licenses or certifications
from regulatory agencies, if required, and to maintain current approvals, licenses or certifications. Any regulatory delays, delays imposed
as a result of regulatory inspections and changing regulatory requirements, may impede our planned actions from being implemented or
completed, many of which may be out of our control. Any natural disasters, changes in governmental regulations or in the status of our
regulatory approvals or applications or other events that force us to cancel or reschedule our product development and production, could
have an adverse impact on our business and financial condition.

 We
are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other
serious consequences for violations, which can harm our business.

 We
are subject to the U.S. Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.
Travel Act, the Money Laundering Control Act 18 U.S.C. §§ 1956 and 1957, and other anti-bribery and anti-money laundering laws
in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees,
agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments
or anything else of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain
internal accounting controls designed to prevent any such actions. We can be held liable for the corrupt or other illegal activities
of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such
activities.

 As we intend to conduct international cross-border business and expand our operations
abroad, we may engage business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses
and other regulatory approvals overseas. In addition, we or our third-party intermediaries may have direct or indirect interactions with
officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal
activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly
authorize or have actual knowledge of such activities. We cannot assure you that all of our employees and agents will not take actions
in violation of our policies and applicable law, for which we may be ultimately held responsible. As we intend to expand our international
business, our risks under these laws may increase.

 Detecting,
investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources
and attention from our management. In addition, non-compliance with anti-corruption or anti-bribery laws could subject us to whistleblower
complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties,
injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral
consequences. If any subpoenas are received or investigations are launched, or governmental or other sanctions are imposed, or if we
do not prevail in any possible civil or criminal proceeding, our business, operating results and financial condition could be materially
harmed.

 If
we fail to comply with the laws and regulations relating to the collection of sales tax and payment of income taxes in the various states
in which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which
could harm our business.

 By
engaging in business activities in the United States, we become subject to various state laws and regulations, including requirements
to collect sales tax from our sales within those states, and the payment of income taxes on revenue generated from activities in those
states. A successful assertion by one or more states that we were required to collect sales or other taxes or to pay income taxes where
we did not could result in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which
could harm our business.

 General
Risks Associated with Our Company

 We
are highly dependent on our senior management team and other highly skilled personnel. If we are unable to attract, retain and maintain
highly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business
and results of operations could be harmed.

 Our business and prospect are highly dependent on the continued services of our
senior management team, particularly our Chief Executive Officer James Walker, our President, Secretary, Treasurer, and Chairman of the
Board Jay Jiang Yu, our Chief Financial Officer Jaisun Garcha, and our Chief Technology Officer and Head of Reactor Development Dr. Florent
Heidet. Our senior management team has extensive experience in the energy and finance industries, and we believe that their depth of experience
is instrumental to our continued success. See " ITEM 10. Directors, Executive Officers and Corporate Governance " for
further details. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement,
could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if
we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

 In
addition, our ability to execute our plans and grow our company will depend in large part on our ability to attract, motivate, develop,
retain and maintain a sufficient number of other highly skilled personnel, including engineers, nuclear energy professionals, finance,
marketing and sales personnel. Maintaining a diverse team of skilled personnel who can collectively address the technical, regulatory,
financial, and operational aspects of our business, including but not limited to, nuclear engineers and scientists, regulatory and licensing
experts, safety and security experts, quality control and assurance managers, environmental and waste management experts, and financial
and legal professionals, is also essential to our business. Our goal is to build a well-rounded and experienced team with expertise in
these areas to ensure the development, operation, and commercialization of our business, while ensuring safety, regulatory compliance,
and long-term viability.

 However,
if we are unable to attract, retain, and maintain our senior management team and other highly skilled personnel, we may not be able to
implement our business strategy, and our business, financial condition and results of operations may be adversely and materially affected.
If any of our senior management team members were to terminate his or her employment with us, there can be no assurance that we would
be able to find suitable replacements in a timely manner, at acceptable cost or at all. The loss of services of senior management team
members or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and
adversely affect our business, financial condition, results of operations and prospects.

 Mr.
Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board, has a significant influence over our company due to his
ownership of a material percentage of our outstanding common stock. Also, his interests may not always be aligned with the interests
of our other stockholders, which may lead to conflicts of interest that harm our company.

 As of December 16, 2025, Mr. Jay Jiang Yu, our President and Chairman, beneficially
owns an aggregate of approximately 21.37% shares of our common stock. Due to his ownership of a material percentage of our outstanding
common stock, Mr. Yu could have significant influence in determining the outcome of any corporate transaction or other matter submitted
to the stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions.
Without the consent of Mr. Yu, we may be prevented from entering into transactions that could be beneficial to us or our other stockholders.
Moreover, our interests and the interests of Mr. Yu may not always be aligned, which could create conflicts of interest of Mr. Yu and
may not be resolved in favor of all of our stockholders or may otherwise harm our company. For more information regarding Mr. Yu's
ownership of our company, see " Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. "

 Failure
to establish and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse
effect on our business and stock price.

 Prior to the completion of our
initial public offering in May 2024, we were a private company with limited accounting personnel to adequately execute our accounting
processes and limited supervisory resources with which to address our internal control over financial reporting. As a private company,
we did not design or maintain an effective control environment as required of public companies under the rules of the SEC implementing
Section 404 of the Sarbanes-Oxley Act and therefore were not required to make a formal assessment of the effectiveness of our internal
control over financial reporting for that purpose.

 Upon becoming a publicly traded company,
we became required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require our
management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the
effectiveness of controls over financial reporting. Importantly, given the growth of our market valuation in 2025, we ceased to be a "smaller
reporting company" for SEC reporting purposes as of October 1, 2025. If in the future we qualify as an "accelerated filer"
or "large accelerated filer," in addition to management providing an assessment of our control over financial reporting, our
independent auditors will be required to audit that assessment, which will add a layer of cost and complexity to our accounting processes.

 As previously disclosed in Item 4.
Controls and Procedures in our third quarter Form 10-Q for the fiscal year ended September 30, 2025, we identified a material
weakness in our internal control over financial reporting related to ineffective general information technology controls applicable
to certain cloud-based information technology systems that were relevant to our financial reporting processes and system of internal
control over financial reporting. As a result, our business process automated and manual controls that were dependent on the
affected general information technology controls were also ineffective because they could have been adversely impacted. During the
fourth quarter of 2025, we implemented our remediation plan, including (i) created robust management review controls to assess the
completeness, accuracy and reasonableness of key information used in financial reporting; and (ii) formalized the preparation and
review of information used in financial reporting to ensure the completeness and accuracy of reports at fiscal year-end. We
completed the necessary testing and we believe that the material weakness outlined above has been remediated as of September 30,
2025.

 Under the supervision and with the participation
of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based
on that evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2025. Additionally,
we believe that we have sufficient in-house accounting personnel to maintain appropriate segregation of duties, and we have implemented
a number of new internal control procedures that we believe are adequate as of the date of this Report. However, our assessment of the
effectiveness of these controls is based on management's judgment, and there can be no assurance that these measures will operate
as intended or will be sufficient to prevent or detect material misstatements, errors, or control deficiencies in the future. Proper systems
of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public company.
We may be unable to effectively maintain such systems in future, especially in light of the inherent pressures associated with operating
as a publicly reporting company and the growth of our company. If we are unable to establish and improve our systems over time, this could
leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability
to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

the course of documenting and testing our internal control procedures, we may identify other weaknesses and deficiencies in our internal
control over financial reporting in the future. In addition, if we fail to maintain the adequacy of our internal control over financial
reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis
that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain
an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting
obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our
access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares.

 Moreover, we do not expect that disclosure
control or internal control over financial reporting, even if further established and improved as needed, will prevent all errors and
all frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in the control system, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure
of our control system to prevent error or fraud could materially adversely impact us.

 Our ability to effectively manage our anticipated growth
and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure,
human resources policies and reporting system. These enhancements and improvements will require significant capital expenditures and allocation
of valuable management and employee resources.

 We have experienced significant growth
in the scope and nature of our operations, and we expect this growth to continue. In particular, as our business has expanded, we have
hired more employees and engaged in multiple strategic efforts to add technologies or expertise to our company. To achieve our goal of
becoming a vertically integrated advanced nuclear energy company, we will need to expand our operations across not only our microreactor
business, but in our additional business lines such as fuel processing, fuel transportation and nuclear consulting. Our ability to manage
our these operations and future growth will require us to continue to improve our operational, financial and management controls, compliance
programs and reporting system. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies
in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results.
Additionally, rapid growth in our business may place a strain on our human and capital resources.

 Furthermore, we expect to continue to
conduct our business internationally and anticipate increased business operations in the United States, Asia, and Europe. Asia and Europe
are obvious destinations to launch manufacturing operations given the high demand for clean technologies, developed technical workforce,
and strong manufacturing bases with nuclear experience. We will also be targeting developing countries that could benefit from the introduction
of mobile, remote, power sources able to unlock a lot of economic resources. These diversified, global operations place increased demands
on our limited resources and require us to substantially expand the capabilities of our administrative and operational resources and to
attract, train, manage and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which
may adversely affect our business, financial condition and results of operations.

 We
are subject to cybersecurity risks.

 Like
other businesses, we face cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities. These cyberattacks
are becoming increasingly sophisticated and dynamic. We expect these cyberattacks to continue to occur in the future and we are constantly
managing efforts to infiltrate and compromise our information technology systems and data. Given the highly regulated and sensitive industry
in which we operate, cybersecurity threats pose a particular risk for our company. While we develop and maintain systems seeking to prevent
security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating
as techniques used in such attacks become more sophisticated and change frequently. We, and the third parties on which we rely, may be
unable to anticipate these techniques or implement adequate preventive measures.

 A
cybersecurity breach, including physical or electronic break-ins, computer viruses, malware, attacks by hackers, ransomware attacks,
phishing attacks, supply chain attacks, breaches due to employee error or misconduct and other similar breaches, of our physical assets
or information systems, or those of our vendors, business partners and interconnected entities or regulators could impact our operations
or result in the theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive
customer, vendor and employee data, trading or other confidential data. The risk of these system-related events and cybersecurity breaches
occurring continues to intensify, and while we have not directly experienced a material breach or disruption to our network or information
systems or our operations to-date, such cyberattacks continue to increase in sophistication and frequency, and we may be unable to prevent
all such cyberattacks in the future.

 If
a significant breach were to occur, our reputation could be negatively affected, customer confidence in us or others in the industry
could be diminished, or we could be subject to legal claims, loss of revenues, increased costs or operations shutdown. In addition, our
network and information systems are vulnerable to damage or interruption from power outages, telecommunications failures, accidents,
natural disasters (including extreme weather arising from short-term or any long-term changes in weather patterns), terrorist attacks
and similar events. Our system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient
for all eventualities. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security
breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result.
Furthermore, in the future, such insurance may not be available on commercially reasonable terms, or at all.

 In
addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by us or our
business operations and could adversely affect our consolidated financial statements.

 We will continue to incur significantly increasing costs
as a result of, and devote substantial management time to operating as, a public company.

 We only became a public company in May
2024, and we have grown significantly since then. As such, we have incurred and will continue to incur significant legal, accounting,
and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange
Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and
Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance
of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and
current reports with respect to our business and operating results. These requirements have and will continue to increase our legal and
financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel
need to divert attention from operational and other business matters to devote substantial time to these public company requirements.
We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting
knowledge and will need to establish an internal audit function. Operating as a public company makes it more expensive for us to obtain
director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain
coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our
board committees or as executive officers.

 In addition, after we no longer qualify
as an "emerging growth company," as defined under the JOBS Act we expect to incur additional management time and cost to comply
with the more stringent reporting requirements applicable to companies that are deemed "accelerated filers" or "large
accelerated filers," including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the increase in our market capitalization during 2025, we no longer qualify as a "smaller reporting
company" for the fiscal year ending in 2026. If our market capitalization remains at or above current levels during 2026, we expect
that, for the fiscal year ending in 2027, we may qualify as an "accelerated filer" or a "large accelerated filer."
As a result, we would be subject to more extensive reporting, disclosure and compliance requirements under the federal securities laws,
which would significantly increase our regulatory and compliance costs and impose additional administrative burdens on our management
and operations. We are still at the
relatively early stages of compiling the system and processing documentation needed to comply with such requirements. We may not be able
to complete our system creation, evaluation, testing and any required remediation in a timely fashion. In that regard, we currently do
not have an internal audit function, and we will need to hire or contract additional accounting and financial staff with appropriate public
company experience and technical accounting knowledge.

 We cannot predict or estimate the amount of additional costs we may continue to
incur as a result of operating as a public company and complying with the foregoing requirements, or the timing of such costs.

 We
are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable
to emerging growth companies will make our common stock less attractive to investors.

 As
of September 30, 2025, we are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain
exemptions from reporting requirements that are applicable to other public companies that are not "emerging growth companies,"
including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging
growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those
standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements
of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public
companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we
will no longer be able to use the extended transition period for complying with new or revised accounting standards.

 We
will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of
our listing; (2) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (3) the date on which
we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; or (4) the date
on which we are deemed to be a "large accelerated filer" under the rules of the SEC.

 We
cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. For example, if we do
not adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of
certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result,
there may be a less active trading market for our common stock, and our stock price may be more volatile.

 If
our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely
affected.

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
amounts reported in our financial statements and accompanying notes appearing elsewhere in this Report. We base our estimates on short
duration historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided
in the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies and Estimates." The results of these estimates form the basis for making judgments about the carrying values
of assets, liabilities, and equity, and the amount of revenue and expenses. Significant estimates and judgments involve: legal contingencies;
valuation of our common stock and equity awards; and income taxes. Our results of operations may be adversely affected if our assumptions
change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the
expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

 Our
current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.

 We
currently have director and officer liability insurance for our officers and certain directors. We do not carry any key-man life insurance,
business liability and other professional liability insurance. Neither have we purchased any property insurance or business interruption
insurance. Even if we purchase these kinds of insurance, the insurance may not fully protect us from the financial impact of defending
against product liability or professional liability claims that may occur in future. As we are still at the development stage and we
have not produced any products yet, we have determined that our current insurance coverage is sufficient for our business operations
in the U.S. However, the local government may take an opposite position against us and we may need to purchase additional insurance to
operate our business. If we fail to obtain the insurance as required by the local government, or if we were to incur substantial losses
or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our business and results
of operations could be materially and adversely affected.

 Our
business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions
by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of our business or information
system resulting from these events could adversely affect our operating results.

 We
are vulnerable to damage from catastrophic events, such as natural disasters, power loss, and similar unforeseen events beyond our control.
The global pandemics or fear of spread of contagious diseases, such as COVID-19, Ebola virus disease (EVD), Middle East respiratory syndrome
(MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, as well the catastrophic events could disrupt our
business operations, reduce or restrict our supply of products and services, incur significant costs to protect our employees and facilities,
or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results
of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could
have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may adversely
affect our operation results, or even for a prolonged period of time, which could materially and adversely affect our business, financial
condition, and results of operations.

 We
cannot assure you that we are adequately protected from the effects of earthquakes, fire, floods, typhoons, earthquakes, global pandemics,
power loss, telecommunications failures, break-ins, war, riots, network security breaches, computer viruses, terrorist attacks, or similar
events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system
failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our
internet system as well as adversely affect our business, financial condition, and results of operations.

 If
a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters,
damaged critical infrastructure, or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue
our business for a substantial period of time. The disaster recovery and business continuity plans we have in place are unlikely to provide
adequate protection in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited
nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business.

 Risks
Related to Ownership of Our Common Stock

 The trading market for our common stock is relatively
new, and consistently robust and liquid trading market may not develop or be sustained over the long term.

 We only recently conducted our initial
public offering in May 2024, and so the trading market for our common stock is relatively new and unestablished. If a consistently robust
and liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at the market price.
Our ability to raise capital to continue to fund operations by selling our securities and our ability to acquire other companies or technologies
by using our securities as consideration may also be impaired.

 The
trading price of our common stock has been and may continue to be volatile, and you could lose all or part of your investment.

 Since our initial public offering in May 2024, the market for our common stock
has been very volatile, including significant increases and decreases in the price of our stock. The trading price of our common stock
is likely to continue to be volatile and could continue to be subject to fluctuations in response to various factors, some of which are
beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable
to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our
common stock include the following:

 price
 and volume fluctuations in the overall stock market from time to time;

 volatility
 in the trading prices and trading volumes of nuclear energy stocks;

 in operating performance and stock market valuations of other nuclear energy companies generally, or those in our industry in particular;

 sales
 of shares of our common stock by us or our stockholders;

 failure
 of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company,
 or our failure to meet these estimates or the expectations of investors;

 the
 financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

 announcements
 by us or our competitors of new products, features, or services;

 the
 public's reaction to our press releases, other public announcements and filings with the SEC;

 rumors
 and market speculation involving us or other companies in our industry;

 actual
 or anticipated changes in our results of operations or fluctuations in our results of operations;

 actual
 or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

 litigation
 involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

 developments
 or disputes concerning our intellectual property or other proprietary rights;

 announced
 or completed acquisitions of businesses, products, services or technologies by us or our competitors;

 new
 laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 in accounting standards, policies, guidelines, interpretations or principles;

 any
 significant change in our management; and

 general
 economic conditions and slow or negative growth of our markets.

 Notwithstanding
the foregoing potential causes of volatility, you are cautioned that specific causes of volatility are never perfectly clear. Moreover,
our relatively small public float may amplify the impact the actions taken by a few stockholders have on the price of our common stock,
which may cause the price of our common stock to deviate, potentially significantly, from a price that better reflects the underlying
performance of our business.

 Also,
in recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market
price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading
market for our common stock shortly after your investment. Volatility in our common stock could lead to the loss of some or all of your
investment.

 In
addition, in the past, following periods of volatility in the overall market and in the market price of a particular company's
securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against
us, could result in substantial costs and a diversion of our management's attention and resources.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. If only a limited number of securities or industry analysts commence coverage of our company, the trading price for
our stock could be negatively impacted. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or
unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us
or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume
to decline.

 Future
sales of our securities or warrants exercisable for our common stock may depress our stock price.

 Sales of a substantial number of shares
of our common stock or securities convertible into our common stock in the public market, or the perception that these sales could occur,
could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings
in the future. In particular, as described in Part II, Item 9B, certain of our officers and directors have implemented pre-arranged "10b5-1"
trading plans which will likely lead to sales by such persons over both the near and longer term.

 In addition, we have issued underwriter's
warrants to purchase shares in connection with our May 2024 initial public offering, and two underwritten follow-on offerings in July
and October 2024 ("July and October Offerings"), respectively, to purchase up to an aggregate of 364,139 shares of common
stock. In connection with the July and October Offerings and our November 2024 private placement offering, we issued warrants to investors
to purchase up to an aggregate of 4,235,148 shares of common stock with a weighted-average exercise price of $22.68 per share. If
a large number of shares of our common stock are issued upon exercise of the outstanding warrants in the public market, this could reduce
the trading price of our common stock, perhaps significantly, and impede our ability to raise future capital.

 Our
failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

 If
we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing
bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the
price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of
a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our
common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock
from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq's listing requirements.

 Our
directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change of corporate
control.

 Our directors, executive officers and holders of more than 5% of our common stock,
together with their affiliates, beneficially own, in the aggregate, approximately 25.54% of our outstanding common stock as of December
16, 2025. As a result, these stockholders, acting together, have the ability to control the outcome of matters submitted to our stockholders
for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In
addition, these stockholders, acting together, have the ability to control the management and affairs of our company. Accordingly, this
concentration of ownership could harm the market price of our common stock by:

 delaying,
 deferring or preventing a change of control of us;

 impeding
 a merger, consolidation, takeover or other business combination involving us; or

 discouraging
 a potential acquiror from making a tender offer or otherwise attempting to obtain control of us.

 See
" Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters " below for more information
regarding the ownership of our outstanding stock by our executive officers, directors and holders of more than 5% of our common stock,
together with their affiliates.

 If
we issue equity securities in the future, your ownership in us could be diluted.

 Any
issuance of equity we may undertake in the future to raise additional capital could cause the price of our common stock to decline and
result in significant dilution for holders of our common stock. For example, from October 1, 2024 through September 30, 2025, we have
issued 8,824,183 shares of common stock through equity financings, 1,254,512 shares of our common stock related to warrant exercises
and 944,000 shares of our common stock related to stock option exercises. In addition, the vesting of restricted stock units and the
exercise of outstanding stock options and warrants may result in further dilution of your investment.

 Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress
the market price of our common stock.

 Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress
the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot
predict the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number
of our securities would have on the market price of our common stock.

 We
have a limited number of authorized shares of our common stock available for issuance which may limit our ability to issue securities
in connection with capital raises, for acquisitions or strategic partnerships or as compensation to our employees and directors in the
future, unless we obtain stockholder approval to amend our amended articles of incorporation, referred to herein as our charter. Our
inability to issue shares of our common stock could materially adversely affect our business and strategy.

 We have historically used our shares of common stock to raise capital, consummate
acquisitions and compensate our employees and directors. We are currently authorized to issue 300,000,000 shares of common stock. As of
December 16, 2025, 50,474,294 shares of common stock were outstanding. Additionally, as of December 16, 2025, there were 2,987,150 shares
of common stock issuable upon exercise of outstanding warrants, 3,669,000 shares of common stock issuable upon exercise of outstanding
stock options, and 774,514 shares of common stock issuable upon vesting of restricted stock units. We may not be able to continue issuing
securities to meet our business objectives in future, unless we increase the number of shares we are authorized to issue. There can be
no assurance that we will elect to seek stockholder approval to increase our authorized shares of common stock under our charter or, if
we do, that we will be able to secure the necessary stockholder approval to increase our authorized shares of common stock under
our charter. Our inability to issue shares of our common stock could materially adversely affect our business and strategy.

 Unanticipated
changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect
our financial condition and results of operations.

 We
will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses
in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors,
including:

 in the valuation of our deferred tax assets and liabilities;

 expected
 timing and amount of the release of any tax valuation allowances;

 tax
 effects of stock-based compensation;

 costs
 related to intercompany restructurings; or

 in tax laws, regulations or interpretations thereof.

 In
addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes
from these audits could have an adverse effect on our financial condition and results of operations.

 Anti-takeover
provisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our
common stock.

 Some
of the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our
company or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our board of directors. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

 We
have never paid dividends on our capital stock, and we do not anticipate paying dividends for the foreseeable future.

 We
have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable
future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings,
capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to
finance the development and growth of our business. Accordingly, you must rely on the sale of your common stock after price appreciation,
which may never occur, as the only way to realize any future gain on your investment.

 Our
bylaws designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by
our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our
directors, officers, or employees.

 Our
bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located in the State
of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our company, (ii) any
action asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of our company to us or our stockholders,
(iii) any actions asserting a claim arising pursuant to any provision of the NRS, our Articles of Incorporation or our amended and restated
bylaws, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject
to such court having personal jurisdiction over the indispensable parties named as defendants therein (the "Nevada Forum Provision").
This, however, shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive
jurisdiction. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district
courts of the United States of America shall be the sole and exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act of 1933, as amended (the "Federal Forum Provision"). In addition, our bylaws provide that
any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented
to the Nevada Forum Provision and the Federal Forum Provision.

 Section
27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Nevada Forum Provision will not apply
to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder.

 We
recognize that the Nevada Forum Provision and the Federal Forum Provision in our bylaws may impose additional litigation costs on stockholders
in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Nevada. Additionally, the Nevada
Forum Provision and the Federal Forum Provision may limit our stockholders' ability to bring a claim in a forum that they find
favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors,
officers and employees even though an action, if successful, might benefit our stockholders. If the Federal Forum Provision is found
to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose
additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The competent courts of the
State of Nevada and the United States District Court may also reach different judgments or results than would other courts, including
courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may
be more or less favorable to us than our stockholders.

 ITEM
1B. Unresolved Staff Comments

 Not
Applicable

 ITEM
1C. Cybersecurity

 Risk
Assessment and Strategy

 Our
management evaluates cybersecurity risk from computer viruses and more sophisticated and targeted cyber-related attacks such as ransomware,
as well as cybersecurity failures resulting from human error and technological errors. Such risks are reviewed on a periodic basis as
deemed appropriate.

 Our
overall strategy in combatting known cybersecurity risks includes a variety of individual tactics, including:

 the
 use of antivirus software, as well as other software to prevent and detect data intrusions.

 the
 installation of updates and patches as they are available and maintaining the current versions of major software to reduce the exposure
 to vulnerabilities.

 if
 necessary, the use of third-party security experts if and when an incident is detected

 We
are not aware of having experienced any material cybersecurity incidents. We are no t aware of any existent cybersecurity threats that
would materially affect, or are reasonably likely to materially affect, our business strategy, results of operations or financial conditions.

 Board
Oversight

 Our
board of directors has yet to establish any formal committees related to cybersecurity risks. Management updates our board of directors
regarding cybersecurity risks as necessary.

 ITEM
2. Properties

 Our
principal executive office, including our headquarters, is located at 10 Times Square, 30th Floor, New York, NY 10018, covering approximately
7,800 square feet. We lease this office under a long-term lease commencing from April 1, 2024 through July 31, 2031, with the monthly
lease rent of $33,605 to be increased by 2.5% on an annual basis.

 In August 2024, we purchased a 1.64-acre land package in the historic Heritage
Center Industrial Park in Oak Ridge, Tennessee for $1.7 million. The purchase includes a 14,000 sq. ft., 2-story building to house our
Nuclear Technology Branch. Situated in a world-class location for innovative nuclear technology research and development, this facility
will serve as the central hub for our advanced nuclear technology design and engineering capabilities. The Nuclear Technology Branch
is near the Oak Ridge National Laboratory, the Spallation Neutron Source, the National Transportation Research Center, and The University
of Tennessee's Center of Excellence in Engineering.

 In
January 2025, we entered into a lease for a facility of approximately 6,800 sq. ft. in Westchester County, New York where
we have established a purpose-built facility to assemble and demonstrate the operation and viability of several non-nuclear parts and
components of our nuclear microreactors in development. We lease this space under a long-term lease commencing from January 1, 2025 to
December 31, 2030, with the monthly lease rent of $17,000 to be increased by 2.5% on an annual basis.

 In July 2025, we purchased a 2.75-acre land package in Oak Brook, Illinois for
$3.5 million. The purchase included a 23,537 sq. ft. building to serve as a regional demonstration and office facility to support the
development of our KRONOS MMR Microreactor Energy System.

 ITEM
3. Legal Proceedings

 On August 9, 2024, a putative securities
class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern District of
New York, captioned Yvette Yang v. Nano Nuclear Energy Inc., et al., No. 1:24-cv-06057 (S.D.N.Y.). On October 28, 2024, the court entered
an order appointing Hongyu Xie as lead plaintiff. On January 6, 2025, lead plaintiff filed an amended complaint, naming as defendants
the Company, Jay Yu, James Walker, and Jaisun Garcha. The amended complaint asserts claims for alleged violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 on behalf of persons who purchased or otherwise acquired our securities from May 8, 2024
through July 30, 2024. The claims in the amended complaint relate to statements made by us and/or our directors or officers concerning
the Company's business and prospects, including our progress toward development of nuclear microreactors and fuel manufacturing
facilities. On February 21, 2025, all defendants filed a motion to dismiss the amended complaint pursuant to Rules 12(b)(6) and 9(b) of
the Federal Rules of Civil Procedure, for failure to state a claim upon which relief can be granted. On February 24, 2025, the court sua
sponte entered an order permitting lead plaintiff to file a second amended complaint or stand on her amended complaint. On March 14, 2025,
lead plaintiff filed a second amended complaint, asserting the same claims asserted in the amended complaint. On April 11, 2025, all defendants
filed a motion to dismiss the second amended complaint pursuant to Rules 12(b)(6) and 9(b) of the Federal Rules of Civil Procedure, for
failure to state a claim upon which relief can be granted. A hearing on the motion has not been scheduled. We dispute the allegations
in the amended complaint and intend to defend the case vigorously. The case is at an early stage and we cannot reasonably estimate the
amount of any potential financial loss or cost that could result from the lawsuit.

 In addition, on August 23, 2024, a putative
shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our directors
and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf of Nano Nuclear,
Inc. v. James Walker, et al., No. A-24-900423-C. On December 20, 2024, plaintiff filed an amended complaint, alleging claims for alleged
breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others. The claims asserted in the amended complaint
relate to our management, business and prospects, including, among others, our progress toward microreactor development, the qualifications
of our management, and our investment in LIS Technologies Inc. On behalf of our company, the plaintiff seeks damages from the director
and officer defendants and an order directing our company to take actions to reform and improve corporate governance and internal procedures.
On February 4, 2025, our company filed a motion to dismiss the amended complaint pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure
for failure to make a demand or alleged demand futility, and our directors and officers filed a motion to dismiss the amended complaint
pursuant to Rules 12(b)(5) and 23.1 of the Nevada Rules of Civil Procedure for failure to state a claim on which relief can be granted
and plaintiff's lack of standing. On April 24, 2025, the court heard and granted both the Company's motion to dismiss and
the directors' and officers' motion to dismiss without leave to amend. On October 30, 2025, the court entered a formal written
order and statement of decision granting the motions to dismiss. On November 21, 2025, plaintiff filed a notice of appeal with the Nevada
Supreme Court. No briefing dates for the appeal have been scheduled. The director and officer defendants deny all allegations of liability
and intend to continue vigorously defending against all claims.

 On
behalf of our company, the plaintiff seeks damages from the director and officer defendants and an order directing our company to take
actions to reform and improve corporate governance and internal procedures. The director and officer defendants deny all allegations
of liability and intend to vigorously defend against all claims. Given the preliminary stage of the lawsuit and the inherent uncertainties
of litigation, we cannot determine with certainty the outcome of the case at this time.

 In
addition, from time to time, we may be subject to various additional claims, lawsuits, and other legal and administrative proceedings
that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and
result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.

 As
we continue to grow and develop our products, we anticipate that we will expend significant financial and managerial resources in the
defense of our products in the future. We also anticipate that we will expend significant financial and managerial resources to defend
against claims that our products and services infringe upon the intellectual property rights of third parties.

 ITEM
4. Mine and Safety Disclosure

 Not
applicable.

 PART
II

 ITEM
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock trades on the Nasdaq Stock Market under the symbol "NNE."

 Holders
of Record

 As of December 16, 2025, we had 27 holders of record of our common stock.

 Dividend
Policy

 We
have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable
future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings,
capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to
finance the development and growth of our business.

 Under
NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders,
but no such distribution may be made if, after giving it effect:

 the
 corporation would not be able to pay its debts as they become due in the usual course of business; or

 the
 corporation's total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed,
 if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders
 whose preferential rights are superior to those receiving the distribution.

 The
NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends
paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized.
When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:

 financial
 statements prepared on the basis of accounting practices that are reasonable in the circumstances;

 a
 fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or

 any
 other method that is reasonable in the circumstances.

 Recent
Sales of Unregistered Securities

the past three years, we issued securities that were not registered under the Securities Act as set forth below. The offers, sales and
issuances of the securities described below were exempt from registration either (i) under Section 4(a)(2) of the Securities Act and
the rules and regulations promulgated thereunder in that the transactions were between an issuer and sophisticated investors or members
of its senior executive management and did not involve any offering within the meaning of Section 4(a)(2), or (ii) under Regulation S
promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed
selling efforts were made in the United States, or (iii) under Rule 144A under the Securities Act in that the shares were offered and
sold by the initial purchasers to qualified institutional buyers, or (iv) under Rule 701 promulgated under the Securities Act in that
the transactions were under compensatory benefit plans and contracts relating to compensation.

 In
February 2022, we issued 10,000,000 shares of common stock to I Financial Ventures Group LLC, of which our President, Secretary, Treasurer,
and Chairman of the Board of Directors, Jay Jiang Yu, is the sole shareholder and director, and received proceeds of $50,000.

March 2022 and April 2022, we issued an aggregate of 7,500,000 shares of common stock to certain members of our management team and certain
investors, and received an aggregate proceeds of $375,000.

February 2022 and September 2022, we issued an aggregate of 675,000 shares of common stock to certain consultants for services received.

April 2022 and February 2023, we issued an aggregate of 4,146,869 shares of common stock to certain investors, and received an aggregate
proceeds of $4,146,869.

April 2023 and September 2023, we issued an aggregate of 2,778,000 shares of common stock to certain investors, and received an aggregate
proceeds of $6,945,000.

 In
January 2024, we issued an aggregate of 822,144 shares of common stock to certain investors, and received an aggregate gross proceeds
of $2,466,437, of which $2,106,437 was received in advance as of December 31, 2023, and $360,000 was received in January 2024.

 In
June 2024, we issued an aggregate of 50,000 shares of common stock to Dr. Maidana as consideration for the ALIP Acquisition.

 In
August 2024, we issued an aggregate of 20,000 shares of common stock to certain consultants for services received.

 In
August 2024, we issued an aggregate of 250,000 shares of common stock to consultants who exercised their outstanding stock options.

 In
September 2024, we issued an aggregate of 343,000 shares of common stock to consultants who exercised their outstanding stock options.

 In
October 2024, we issued an aggregate of 230,000 shares of common stock to consultants who exercised their outstanding stock options.

 In
November 2024, we issued an aggregate of 15,000 shares of common stock to consultants who exercised their outstanding stock options.

 In
December 2024, we issued an aggregate of 245,000 shares of common stock to consultants who exercised their outstanding stock options.

 In
January 2025, we issued an aggregate of 66,000 shares of common stock to consultants who exercised their outstanding stock options.

 On
November 24, 2024, we entered into a Securities Purchase Agreement (the "November 2024 SPA") with three accredited
institutional investors pursuant to which we agreed to offer and sell an aggregate of $60,000,048 of our securities in a private placement
(the "November 2024 Private Placement"), consisting of (i) 2,500,002 shares ("2024 Shares") of our common stock
and (ii) warrants to purchase up to 2,500,002 shares of common stock (the "November 2024 Warrants"). The Private Placement
closed on November 27, 2024. After deducting the placement agent fees and estimated offering expenses payable by us, we received net
proceeds of approximately $55,122,000. We intend to use these net proceeds for general working capital and general corporate purposes,
which could include potential acquisitions of complementary businesses or assets. Pursuant to the November 2024 SPA, we issued and sold
2,500,002 2024 Shares and associated Warrants to purchase up to an aggregate of 2,500,002 shares of common stock at a combined purchase
price of $24.00 per share. The associated Warrants have a term of five (5) year with an exercise price of $26.00 per share and will be
exercisable immediately upon issuance of the Warrants. The November 2024 SPA includes standard representations, warranties and covenants
of the Company and Investors, including certain restrictions on future issuances of our capital stock for 30 days following effectiveness
of the registration statement discussed below. On November 24, 2024, in connection with the Private Placement, we entered into a registration
rights agreement with the investors pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission
(the "SEC") covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no
later than January 15, 2025 (the date of filing, the "2024 Filing Date"), with such registration statement to be effective
within 30 days of the 2024 Filing Date (if such registration statement is not subject to review by the SEC), or within 60 days after
the 2024 Filing Date (if such registration statement is subject to limited or full review by the SEC). We filed the registration statement
(Registration No. 333-284282) with the SEC on January 14, 2025, which was declared effective on January 24, 2025. The investors were
also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration
statement is effective. The Benchmark Company, LLC acted as placement agent for the Private Placement and received a cash fee equal to
6.0% of the gross proceeds received by us in the Private Placement, a non-accountable expense allowance equal to 1% of the gross proceeds
received by us from the Private Placement, and reimbursement of up to $175,000 in legal expenses.

 On
May 26, 2025, we entered into a Securities Purchase Agreement (the "May 2025 SPA") with each of six institutional investors
(the "May 2025 Investors"), pursuant to which we agreed to offer and sell an aggregate of 3,888,889 shares of our common
stock, par value $0.0001 per share, in a private placement (the "May 2025 Private Placement") for the aggregate gross proceeds
of approximately $105 million. The May 2025 Private Placement closed on May 28, 2025. After deducting the placement agent fees and estimated
offering expenses payable by us, we received net proceeds of approximately $99 million. We intend to use these net proceeds for research
and development, marketing, general working capital and general corporate purposes, which could include potential acquisitions of complementary
businesses or assets. In the May 2025 Private Placement, we issued and sold an aggregate of 3,888,889 shares of our common stock at a
purchase price of $27.00 per share to the May 2025 Investors. The May 2025 SPA includes standard representations, warranties and covenants
of the Company and the May 2025 Investors, including a restriction on future issuances of our capital stock or filing a registration
statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness
of our May 2025 Resale Registration Statement (as defined below) required by the May 2025 RRA (as defined below). On May 26, 2025, in
connection with the May 2025 Private Placement, we also entered into a registration rights agreement with each of the May 2025 Investors
(the "May 2025 RRA"), pursuant to which we agreed to file a registration statement (the "May 2025 Resale Registration
Statement") with the SEC covering the resale of 3,888,889 shares of our common stock by no later than June 10, 2025 (the date of
filing, the "May 2025 Filing Date"), with the May 2025 Resale Registration Statement to be effective within 30 days of the
May 2025 Filing Date (if it is not subject to review by the SEC), or within 60 days after the May 2025 Filing Date (if it is subject
to full review by the SEC). We filed the May 2025 Resale Registration Statement (Registration No. 333- 287886) with the SEC on June 9,
2025, which was declared effective on June 18, 2025. The May 2025 Investors were also entitled (subject to certain exceptions) to customary
piggyback registration rights during the period in which the May 2025 Resale Registration Statement is effective. Titan Partners Group
LLC, a division of American Capital Partners, LLC ("Titan"), acted as placement agent for the May 2025 Private Placement
under a placement agency agreement with us, pursuant to which Titan received a cash fee equal to 5.0% of the gross proceeds received
by us in the May 2025 Private Placement, and reimbursement of $150,000 in legal expenses.

 On
July 25, 2025, we entered into a sales agreement (the "ATM Agreement") with TD Securities (USA) LLC ("TD Cowen"),
UBS Securities LLC and Piper Sandler & Co. (each a "Sales Agent" and together, the "Sales Agents"), relating
to the sale of up to $400 million shares of our common stock, par value $0.0001 per share from time to time through or to the Sales Agents
acting as agents or principals in an at-the-market offering ("ATM"). Pursuant to the ATM Agreement, the compensation to the
Sales Agents for sales of common stock sold will be an amount up to 3% of the gross proceeds of any shares of common stock sold under
the ATM Agreement. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities,
including liabilities under the Securities Act. Except as we and the Sales Agents otherwise agree, we will reimburse the Sales Agents
for the fees and disbursements of its counsel, in an amount not to exceed $75,000. We estimate that the total expenses for the offering,
excluding any commissions or expense reimbursement payable to the Sales Agents under the terms of the Agreement, will be approximately
$500,000. The remaining proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of our shares
in this ATM offering. Under the ATM Agreement, we are required to file a shelf registration statement on Form S-3 ("July 2025 Registration
Statement"), including a base prospectus, and a sales agreement prospectus for the purpose of implementing the $400 million ATM
offering program under the July 2025 Registration Statement.

 On
October 7, 2025, we entered into a Securities Purchase Agreement (the "October 2025 SPA") with six institutional investors
as the selling stockholders hereunder (the "October 2025 Investors"), pursuant to which we agreed to offer and sell 8,490,767
shares of our common stock in a private placement (the "October 2025 Private Placement") for gross proceeds of approximately
$400,000,000. Pursuant to the October 2025 SPA, we issued and sold the shares in the October 2025 Private Placement at a purchase price
of $47.11 per share. The October 2025 Private Placement closed on October 10, 2025. After deducting the placement agent fees and estimated
offering expenses payable by us, we received net proceeds of approximately $378,600,000. Pursuant to the October 2025 SPA, we agreed
to include a resale prospectus in the next amendment to the July 2025 Registration Statement on Form S-3 initially filed with the SEC
on July 25, 2025 (File No. 333-288982) covering the resale of the 8,490,767 shares of our common stock as soon as practicable but no
later than October 25, 2025 (the date of filing, the "October 2025 Filing Date"), and with such July 2025 Registration Statement
to be effective within 30 days following the later of (i) the October 2025 Filing Date, and (ii) the second business day after the date
on which the United States Federal government shutdown has concluded and the SEC has reopened for operations, if it is not subject to
review by the SEC. We will have an additional 30 days to cause such July 2025 Registration Statement to become effective if it is subject
to full review by the SEC. We have filed an amendment to the July 2025 Registration Statement to include a resale prospectus on October
22, 2025. As of the date of this Report, the July 2025 Registration Statement is still under review by the SEC.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [Reserved]

 ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere
in this Report and in our other Securities and Exchange Commission filings. The following discussion may contain predictions, estimates,
and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under "Risk Factors"
and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below.

 Overview

 We are a nuclear energy and technology company, developing smaller, simpler, and
safer advanced clean energy solutions, utilizing proprietary reactor designs, intellectual property, and research methods, to contribute
towards a sustainable future. Led by a world class scientific and management team, our business plan involves comprehensive engagement
across all sectors of the nuclear power and energy industry, spanning the value chain from sourcing raw materials to the development of
cutting-edge advanced nuclear microreactors. Our dedication extends further, encompassing strategic initiatives within the commercial
nuclear fuel transportation sector, the nuclear energy fuel supply chain, technology development, and nuclear consulting services.

 Currently,
we are in the pre-revenue stage and are principally focused on four business lines as part of our development strategy, including our
micro nuclear reactor business, our nuclear fuel processing business, our nuclear fuel transportation business, and our nuclear consultation
services business.

 Our
mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share
in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had constant
communications with key U.S. government agencies, including the DOE, the INL and ORNL, which are a part of the DOE's national nuclear
laboratory system. Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre
and The University of California, Berkeley.

 Overview
of Operational Plan and Estimated Timelines for Corporate Achievements

 We
continue to benefit from a global nuclear energy renaissance driven by several long term, sustainable growth trends and significant regulatory
tailwinds. These include growth in AI data centers, industrial reshoring, and broader electrification, all driving a significant need
for clean and reliable power, energy sustainability and independence, and climate mandates requiring reliable zero-emissions energy.
All of this comes in an era of unprecedented bipartisan legislative and policy support in the U.S. for nuclear energy. Equally important,
there is broad recognition that advanced reactors like the ones we are developing will be critical to future clean energy infrastructure.

 Over the next twelve months, we will
continue to progress the development of our advanced reactors and our vertically integrated business plan, with estimated
expenditures to be approximately $65 million. This allocation comprises approximately $43 million dedicated to the research,
development, quality assurance, licensing, and physical test work of our microreactors and other technologies, such as our ALIP
technology and fuel transportation system. A further amount of approximately $12 million will be allocated to the development of our
planned HALEU fuel processing facilities alongside LIST, the related-party uranium enrichment company with whom we collaborate and
in which we have made a strategic investment. The remaining approximately $10 million is earmarked for miscellaneous costs essential
to propelling the progress of our microreactors, encompassing the support of current personnel engaged in executive, finance,
accounting, and other administrative functions. We may also utilize our cash resources raised in 2024 and 2025 for acquisitions of
complementary businesses or assets. As such, and for a variety of other factors, our estimated expenditures may differ substantially
from the above estimates and we find it desirable or necessary to utilize cash resources faster than we currently plan.

 In early April 2025, we signed a strategic
collaboration with UIUC to construct the first KRONOS MMR research reactor on the university's campus. In mid-April 2025,
we launched a recruitment initiative focused on the Midwest region to support our plans to construct, demonstrate and gain regulatory
approval for full-scale KRONOS MMR in both the United States and Canada. In late April 2025, the NRC issued its final
Safety Evaluation (SE) approving the Fuel Qualification Methodology Topical Report (FQM TR) for the advanced fuel design to be used in
our KRONOS MMR. In July 2025, we announced that we will provide critical engineering and environmental services for our planned
construction and deployment activities at UIUC for the KRONOS MMR. We anticipate submitting our construction permit application
to the NRC in early 2026, and receiving the construction permit in 2027. However, there can be no assurance that we will be able to meet
this anticipated timeline, as the submission is subject to the completion of ongoing technical, regulatory, and operational preparations,
which may be affected by factors beyond our control. Notwithstanding the foregoing, this is expected to be the first construction permit
for a microreactor issued in the United States. The permit application will not incur any government fees, as the KRONOS MMR reactor,
due to its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

 We have already made material progress
with the KRONOS MMR, including affirming the collaboration for this project with UIUC; however, we have not yet determined a definitive
timeline for demonstration, licensing and commercial launch of this reactor, but when considering construction timelines, licensing timeframes,
sourcing key materials and fuel, we estimate the early 2030s for commercial readiness.

 With respect to the LOKI MMR system,
we are still in the process of assessing and developing demonstration, licensing and commercial launch timelines for this reactor. We
also plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry in 2026,
both domestically and internationally.

 With respect to our ZEUS reactor, we are
examining slight modifications of the design to create an even smaller, more mobile reactor system, allowing for an increased number of
applications which do not overlap with our other reactors, KRONOS and LOKI. The solid core concept permits a degree of simplicity, and
fewer working parts, than other reactor types – we are working on exploiting these inherent advantages to provide this product in
the market.

 Given our corporate emphasis on the
KRONOS MMR reactor and the fact that all of our reactor designs, except for the ODIN reactor, are within
the high-temperature gas-cooled reactor family, we are considering strategic alternatives for ODIN. In September 2025, we signed a letter
of intent for the proposed sale of our ODIN microreactor design and all associated intellectual property to Cambridge Atom
Works, our commercial collaborator for the ODIN project. This transaction is intended to monetize our investment in the
project to date and enable us to allocate more time and resources to the KRONOS MMR reactor and our other designs
and technologies.

 Readers are cautioned that no assurances
can be given that we can meet successfully the above-mentioned timelines. We are examining strategic acquisitions to expand our business
and consultancy services. We have commenced several material discussions with potential targets for such acquisitions, but as of the date
of this Report, we have not entered into any definitive agreements for such acquisitions.

 Moreover, the outlined expenditures and
the anticipated timelines for execution of our plans discussed above and throughout this Management's Discussion and Analysis of
Financial Condition and Results of Operations are estimations only. These are inherently subject to change due to certain factors, including
adjustments in the microreactor development plan and uncertainties associated with the governmental licensing approval process. Given
that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures
and timelines.

 As of the date of this Report, we have
not generated any revenues. We have incurred accumulated net losses of $57,500,857 since inception through September 30, 2025.

 Factors
and Trends Affecting Our Business and Results of Operations

 Our
Ability to Develop Our Microreactors

 Our results of
operations and our long-term prospects are significantly influenced by factors and trends related to the development,
commercialization, and regulatory advancement of our microreactors. KRONOS reactor is our lead reactor program and is being
designed as an advanced, high-temperature microreactor intended for deployment in industrial environments, defense applications, and
other off-grid settings requiring resilient, emissions-free power. The following factors and trends have impacted, and we expect
will continue to impact, our KRONOS development program and our operating results.

 Development of
the KRONOS reactor is affected by the evolving regulatory framework for advanced non-light-water reactors. The U.S. Nuclear Regulatory
Commission ("NRC") continues to refine guidance applicable to microreactor licensing, including siting, emergency planning,
fuel qualification, and security requirements. Changes in NRC expectations, the need for additional data or analysis, or delays in regulatory
review may impact our development timelines and costs. In addition, university-based demonstration efforts, including our ongoing collaboration
with the University of Illinois Urbana–Champaign ("UIUC"), will require coordination with federal and state agencies,
which may introduce uncertainties in scheduling and scope.

 KRONOS reactor
development relies on strategic collaborations with academic institutions and research organizations. Our work with UIUC includes
analyses of siting suitability, infrastructure requirements, and potential demonstration pathways. Such partnerships provide access
to technical expertise and research infrastructure but may be influenced by academic scheduling, funding availability, or
institutional priorities. Delays or changes in partner capacity could affect program timelines.

 KRONOS technology
incorporates materials and components that require specialized fabrication processes, including high-temperature alloys, advanced
coatings, and precision-engineered reactor structures. Global supply-chain conditions, vendor qualification requirements, and the
availability of domestic manufacturing capacity will affect development costs and timelines. Government incentives for advanced
reactor supply chains may reduce uncertainties, but broader economic factors—including inflationary pressures, material cost
volatility, and logistics constraints—may continue to impact the program.

 The LOKI MMR reactor originated
as a compact, transportable nuclear microreactor design. The reactor is designed for versatility across terrestrial, marine, and space
applications. It is engineered to deliver on the order of 1 MWth to around 5 MWth of power, making it suitable for remote deployments,
off-grid energy needs, critical infrastructure support, and other distributed energy use-cases where traditional grid power is unavailable
or unreliable. Its transportability via road, rail, sea, or air enables rapid deployment and modular scalability, especially when multiple
units are networked for larger power requirements. The LOKI MMR supports diverse applications ranging from remote industrial operations
to space exploration architectures. The design is positioned to support long-duration extra-terrestrial applications, including power
for lunar or orbital infrastructure and potential deep-space missions.

 The portable ZEUS
reactor is a solid-core "nuclear battery" microreactor, designed to deliver long-duration, reliable, zero-emission power
in locations where grid access is unavailable, unreliable, or prohibitively expensive. The ZEUS reactor is optimized for
remote, austere, and infrastructure-limited environments, including isolated communities, mining operations, military installations,
critical infrastructure sites, and international deployments where diesel generation is currently dominant. The ZEUS technology includes a sealed,
factory-fabricated, transportable reactor system. The reactor employs a solid fuel core and emphasizes passive safety, inherent
stability, and minimal operator intervention. The system is designed to function as a "set-and-forget" power source,
with all major safety, control, and thermal management features integrated into a compact, hardened structure capable of
withstanding extreme environmental conditions. The design philosophy prioritizes simplicity, robustness, and high technology
readiness levels (TRLs), avoiding unnecessary complexity to accelerate deployment and licensing pathways.

 Development of Fuel Cycle Processing Business

 We believe, based on our market research,
that no small modular reactor (SMR) microreactor company is currently developing a full fuel supply chain to produce fuel for their reactors.
Our strategy to create the fuel for our own reactors and also to position our company to supply fuel to the wider nuclear industry and
other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply. Through our investment and collaboration with
LIST, which we believe is the only U.S.-origin and patented laser uranium enrichment company, our goal is to progress towards being what
we believe will be the only vertically integrated microreactor business in the country. This would give our business an enormous competitive
advantage for both our own reactor development and establishing multiple sources of future revenue to de-risk our company. Currently,
we believe, based on our market research, that no SMR or microreactor has any sales revenue, inhibiting the ability for any reactor company
to progress, we are building a different and more robust business model.

 Development of Fuel Transportation Business

 As we have developed our business, we
believe capability deficiencies in the U.S. nuclear industry that would affect the future operation of all SMR and microreactor companies
became apparent, notably, there is currently no established method for transporting commercial quantities of HALEU across North America.
Our proactive approach to mitigate future impediments to our operations culminated in locating research and technology developed by INL,
PNNL and ORNL, that had not been advanced because of budget constraints. We received an exclusive license for a high capacity HALEU fuel
transportation basket design in April 2024, which will form the basis of a complete transportation package able to move the most commonly
utilized fuel types. The license grants us, as the licensee, exclusive rights for the use and development of certain transportation technology.
If developed and commercialized, we believe this product would be one of the few of its kind in North America and would serve as the basis
for a domestic HALEU transportation company capable of providing commercial quantities of HALEU fuel. We will work with engineering contractors
to obtain an NRC Certificate of Compliance under 10 CFR 71 for our transportation packages.

 We plan to establish a transportation
business focused on the movement of both LEU and HALEU. Currently we are developing a regulatorily licensed, high-capacity HALEU transportation
system, capable of moving commercial quantities of HALEU fuel around North America and beyond.

 We are seeking to form the
first transportation company able to supply emerging SMR and microreactor companies with the fuel they require at their manufacturing
facilities to construct their reactors. We also expect to service the national nuclear laboratories and DOE programs which require HALEU
by providing the fuel for their programs. Mobile reactors requiring HALEU for remote military bases are also anticipated, with potential
military contacts. In 2026, our fuel transportation business will build on the work already completed by INL and ORNL to create a high-capacity
HALEU transportation package. In September 2024, we signed an agreement with GNS to undertake a wide-ranging project to produce an optimized
HALEU transportation system solution based on our exclusively licensed fuel transportation basket design. The GNS agreement encompasses
a study for the transport of multiple HALEU nuclear fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride,
uranium mononitride, and salt fuel for molten salt reactors, thus optimizing the quantity of material that can be transported and developing
a conceptual package design that will accommodate the new basket design. We are receiving support from two former executives of the largest
shipping company in the world who are assisting us in developing a North American transportation company using our licensed or developed
technology to deliver (subject to applicable government licensing and certification) nuclear fuel for a wide customer base, including
SMR and microreactor companies, national laboratories, military, and DOE programs.

 Our
Business Services and Consulting Business

 We
have identified an opportunity for more immediate revenue for our company by acquiring more expertise to advance our businesses and deploying
those personnel as part of a consulting and services business. We have already identified several nuclear services and consultancy providers,
which have been assessed as potentially suitable for acquisition by our company. We have concentrated on identifying small teams with
expert personnel, with good portfolios of work and existing contracts, and good expansion potential, which would provide us with immediate
revenue post-acquisition. We believe we are in a competitively advantageous position to expand these acquired businesses with the highly
qualified teams it has built over the previous years.

 Obtaining
Regulatory Licensing

 The regulatory licensing process for our microreactor prototypes is expected to
be completed in the early 2030s, with manufacturing facilities being constructed during the licensing phase so we are ready to deploy
microreactors (most notably our KRONOS MMR) across the country upon licensing approval. Our KRONOS MMR reactor system has
already undergone important pre-licensing activities, including the submission of a Regulatory Engagement Plan, several White Papers and
Topical Reports, and NRC approval for Fuel Qualification Methodology for the advanced fuel design to be used in our KRONOS micro modular
reactor energy system. Our ability to successfully license and certify our microreactors will subsequently be dependent on working through
the licensing process with the NRC (and, as applicable, Canadian and other regulators) and satisfying their examinations that the reactor
is safe to deploy to customers, provided the agreed protocols are adhered to. Our ability to successfully design and construct our own
commercial nuclear fuel facilities will be dependent on obtaining the necessary regulatory approvals from the NRC and other applicable
authorities to permit the commercial deployment of microreactors. The NRC inspects the site construction at new fuel cycle facilities
and only approves the facility's capability to possess nuclear material after ensuring that the facility's safety controls
are robust and able to safely handle these materials. Fuel cycle facilities must comply with the regulatory requirements established by
the NRC. The facility will need to acquire an NRC license containing site-specific requirements that the facility is required to comply
with. Each license is unique and is specific to the nuclear material and hazards present at the fuel cycle facility. To obtain a license
will involve significant communication and interaction between the NRC and our company. NRC safety oversight includes three important
components: NRC inspection, the routine assessment of each licensee's performance, and enforcement in the case that the regulatory
requirements are not met. We will also develop an environment report to support any fuel cycle facility application and will work with
the NRC through the process established under the National Environmental Policy Act of 1970, which will begin when a federal agency develops
a proposal to take a major federal action.

 Technology
Acquisitions and Collaborations

2024 and 2025, we made announcements regarding our acquisition and development of complementary nuclear pump technology (the ALIP technology)
as well as non-binding memoranda of understanding with third party collaborators to explore (i) the use of our microreactors in remote
artificial intelligence data centers, the use of artificial intelligence in modernizing the nuclear regulatory and licensing process
and (iii) development of nuclear fuel and microreactor capabilities in several non-U.S. jurisdictions in both Africa and South America.
We expect that a material aspect of our business will involve continuing to develop, identify or seek to collaborate on, or acquire novel
and beneficial technology for our company, and to support advanced nuclear technology both in the U.S. and around the world. Our inability
to growth our company through such acquisitions or collaborations could have a material adverse effect on our business.

 Results
of Operations

 Comparison
of the Year Ended September 30, 2025, and the Year Ended September 30, 2024

 Revenue

 We
have not generated any revenue from our inception through September 30, 2025.

 Expenses

 Research
and Development Expense

 Our
research and development expenses represent costs incurred for designing and engineering products, including the costs of developing
design tools. All research and development costs related to product development are expensed as incurred.

 Research and development expenses increased by $11,720,948, or 315%, to $15,446,513
for the year ended September 30, 2025, compared to $3,725,565 for the comparative period ended September 30, 2024, primarily due to research
and development related equity-based compensation as well as a significant increase in expenses from research and development of our microreactors
during the year ended September 30, 2025. Research and development expenses primarily reflect the internal and external personnel costs
corresponding to the design and analysis of our microreactors. During the years ended September 30, 2025 and 2024, $5,597,010 and nil,
respectively, of our research and development expenses corresponded to equity-based compensation

 General
and Administrative Expense

 Our
general and administrative expenses consist of compensation costs for personnel in executive, management, regulatory, finance, accounting,
and other administrative functions. General and administrative expenses also include professional fees paid for legal, auditing and accounting
services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

 General and administrative expenses increased by $22,711,527, or 332%, to $29,562,520
for the year ended September 30, 2025, compared to $6,850,993 for the comparative period ended September 30, 2024, primarily due to equity-based
compensation, professional fees for legal and audit costs, and additional office and staff costs to support our research and development
activities during the year ended September 30, 2025 compared to the year ended September 30, 2024. During the year ended September 30,
2025, general and administrative expenses primarily consisted of $19 million in personnel costs, including $13.2 million in equity-based
compensation and $4.3 million in professional fees. During the year ended September 30, 2024, general and administrative expenses primarily
consisted of $2.7 million in personnel costs, including $0.3 million in equity-based compensation and $0.9 million in professional fees.
During the years ended September 30, 2025 and 2024, $13,227,205 and $320,257, respectively, of our general and administrative expenses
corresponded to equity-based compensation.

 Revaluation
of contingent consideration

 Revaluation
of contingent consideration corresponds to equity-based contingent consideration corresponding to the ALIP technology we acquired which
is revalued at the end of each financial quarter based on the closing stock price of our common shares.

 The
revaluation of contingent consideration was $1,207,500 for the year ended September 30, 2025, compared to ($66,000) for the comparative
period ended September 30, 2024, as a result of our acquisition of the ALIP technology on June 21, 2024.

 Other
Income

 During the year ended September 30, 2025, we earned interest income of $5,565,457
on our cash and cash equivalents held at a financial institution, earned $250,000 from consulting services, earned $84,000 from a lease
agreement, and earned $250,000 as a non-refundable down payment for the proposed sale of our ODIN low-pressure coolant microreactor design
and all associated intellectual property. During the year ended September 30, 2024, we earned interest income of $352,002 on our cash
and cash equivalents held at a financial institution, and earned $7,000 from a lease agreement.

 Liquidity
and Capital Resources

 We believe that our existing cash and cash equivalents will fund our current operating,
research and development and business development plans through at least the next twelve months from the date of this Report. Although
we have negative operating cash outflows of $19,621,963 and $8,464,146 for the years ended September 30, 2025 and 2024, we had approximately
$203 million in cash and cash equivalents as of September 30, 2025 (compared to approximately $29 million as of September 30, 2024) and
working capital of approximately $201 million as of September 30, 2025 (compared to approximately $28 million as of September 30, 2024).
In addition, we received net proceeds of approximately $378.6 million from our October 2025 private placement.

 However,
the future development of our business towards ultimate commercialization of our products will require significant additional amounts
of capital resources. Since we do not anticipate generating meaningful revenues for several years, we intend to finance our future cash
requirements for capital expenditures, research and development and business development activities, any acquisitions we may undertake
and general working capital through cash on hand and public or private equity or debt financings, third-party (including government)
funding, or any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments,
or if outstanding warrants are exercised for cash, our existing stockholders would suffer dilution, perhaps significantly so. Moreover,
no assurances can be given that we will be able to raise required funding on favorable terms, if at all, and our inability to raise additional
funding when needed could have a material adverse effect on our company and results of operations and could cause our business to fail.

 Going
Concern

 As part of issuing our consolidated financial statements, we evaluated whether
there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the twelve months
after the date the consolidated financial statements included in this Report are issued. We have incurred significant operating losses
since our inception, and as of September 30, 2025 and 2024, we had an accumulated deficit of approximately $57.5 million and $17.4 million,
respectively, and negative operating cash flow during fiscal 2025 and fiscal 2024. Management expects that operating losses and negative
cash flows will increase from the 2025 levels because of additional costs and expenses related to our research and development and business
development activities. Our continued solvency is dependent upon our ability to obtain additional working capital to complete development,
regulatory licensing and effective commercialization of our products and technology in development.

 To
date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we are able to complete
development, regulatory licensing and effective commercialization of our products and technology in development. We will require additional
capital to develop our reactors and to fund operations for the foreseeable future. Particularly in light of our significant capital raising
activity in 2025, we believe that our existing cash is sufficient to support our business plan in the near-term. However, as our business
plans and industry are rapidly evolving, certain costs are not reasonably estimable at this time.

 Management
is of the opinion that sufficient working capital is on hand or available to meet our company's liabilities and commitments as
they come due for the next twelve months after the date of this Report so as to conform to the going concern uncertainty period. In order
to achieve our company's long-term strategy, we expect to raise additional capital or secure other sources of financing to support
our plans and growth.

 Summary Statement of Cash Flows for the Years Ended
September 30, 2025 and 2024

 The
following table sets forth the primary sources and uses of cash for the periods presented below:

 For the Year Ended
 September 30, 2025

 For the Year Ended
 September 30, 2024

 Net cash used in operating activities

 $
 (19,621,963
)

 $
 (8,464,146
)

 Net cash provided by investing activities

 (17,524,377
)

 (3,700,000
)

 Net cash provided by financing activities

 211,904,135

 33,718,608

 Net increase in cash

 174,757,795

 21,554,462

 Cash
Flows used in Operating Activities

 Net
cash used by operating activities for the year ended September 30, 2025 was $19,621,963, which consisted of our net loss of $40,067,076,
net of non-cash items of $20,682,453, and net of changes in working capital accounts. Net cash used by operating activities for the year
ended September 30, 2024 was $8,464,146, which consisted of our net loss of $10,151,556, net of non-cash items of $1,213,682, and net
of changes in working capital accounts. Our cash used in operating activities increased by $11,157,817 during the year ended September
30, 2025, due to an increase in net loss and changes in working capital accounts. The significant increase in cash used in operating
activities during the year ended September 30, 2025, when compared to the year ended September 30, 2024, was primarily due to increased
research and development activities, additional regulatory and staff costs to support our research and development activities, and additional
office and professional fees during the year ended September 30, 2025 compared to the year ended September 30, 2024.

 Cash
Flows used in Investing Activities

 Net cash used by investing activities for the year ended September 30, 2025 was
$17,524,377, which consisted of $9,075,045 of cash paid for the acquisition of the USNC Assets that closed on January 10, 2025, $3,500,000
used to purchase a 23,537 sq. ft. building with land in Oak Brook, Illinois to serve as a regional demonstration and office facility to
support the development of our KRONOS MMR Energy System, leasehold improvements of $3,103,000 at our Westchester, New York facility,
and $1,846,332 for other additions to property, plant and equipment. Net cash used by investing activities for the year ended September
30, 2024 was $3,700,000, which consisted of $1,700,000 used to purchase a 14,000 sq. ft., 2-story building with land in Oak Ridge, Tennessee
to house our Nuclear Technology Branch, and $2,000,000 as a strategic equity investment into LIS Technologies Inc. (a related party).

 Cash
Flows provided by Financing Activities

 Net cash provided by financing activities for the year ended September 30, 2025
was $211,904,135, which consisted of approximately $18.5 million from exercises of warrants, $2.4 million from exercises of stock options,
and net proceeds of approximately $191 million from our registered follow-on offering in October 2024, our November 2024 private placement
offering, and our May 2025 private placement offering. Net cash provided by financing activities for the year ended September 30, 2024
was $33,718,608, which consisted of $34,953,937 in cash received from the issuance of shares of common stock less $3,554,829 in offering
costs.

 Commitments

 As of September 30, 2025, we had two long-term operating leases corresponding to
(1) our corporate headquarters located at 10 Times Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration
facility in Westchester County, New York. As of September 30, 2024, we had one lease commitment corresponding to our corporate headquarters
in New York, New York. Our corporate headquarters cover approximately 7,800 square feet. We lease this space for $33,605 per month whereby
the monthly lease rent will increase by 2.5% on an annual basis. The lease has a term ending on July 31, 2031. Our demonstration facility
covers approximately 6,800 square feet in Westchester County, New York. We lease this space for $17,000 per month whereby the monthly
lease rent will increase by 2.5% on an annual basis. The lease has a term ending on December 31, 2030.

 Off-Balance
Sheet Arrangements

 As
of September 30, 2025 and 2024, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of
the SEC.

 Critical
Accounting Estimates

 Leases

 We
recognize right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either
finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or
on a straight-line basis over the term of the lease. As of September 30, 2025, we have two long-term operating leases. As of September
30, 2024, we had one long-term operating lease.

 Long-term
leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet
paid. We use our incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily
determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor
without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term.

 ITEM
7A. Quantitative and Qualitative Disclosure About Market Risk

 As
a "smaller reporting company" we are not required to provide information required by this Item.

 ITEM
8. Financial Statements and Supplementary Data

 Reference
is made to pages F-1 through F-21 comprising a portion of this Report, which are incorporated herein by reference.

 ITEM
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 ITEM
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based
upon that evaluation, our CEO and CFO concluded that, as of September 30, 2025, our disclosure controls and procedures were effective
to provide reasonable assurance that the information required to be disclosed by our company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that
such information is accumulated and communicated to the officers who certify our financial reports and to the members of our senior management
and board of directors as appropriate to allow timely decisions regarding required disclosure.

 Remediation of Previously Reported Material Weaknesses

 As previously disclosed in Item
4. Controls and Procedures in our third quarter Form 10-Q for the fiscal year ended September 30, 2025, we identified a material weakness
in our internal control over financial reporting related to ineffective general information technology controls applicable to certain
cloud-based information technology systems that were relevant to our financial reporting processes and system of internal control over
financial reporting. As a result, our business process automated and manual controls that were dependent on the affected general information
technology controls were also ineffective because they could have been adversely impacted.

 During the fourth fiscal quarter of 2025, we implemented the following
remediation plan, including:

 Created robust management review controls to assess the completeness, accuracy and reasonableness of key information used in financial
reporting; and

 Formalized the preparation and review of information used in financial reporting to ensure the completeness and accuracy of reports at
fiscal year-end.

 We completed the necessary testing and we believe
that the material weakness outlined above has been remediated as of September 30, 2025.

 Management's
Annual Report on Internal Controls over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

 Under
the supervision and with the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal
control over financial reporting. Based on that evaluation, management concluded that our internal control over financial reporting was
effective as of September 30, 2025.

 In
addition, because we are an "emerging growth company" as defined under the terms of the JOBS Act of 2012, our independent
registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.

 Changes
in Internal Control over Financial Reporting

 Other than the execution of the
material weakness remediation activities described above, there have been no changes in internal control over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the year ended September 30, 2025, that materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 Inherent
Limitations on Internal Controls

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected.

 ITEM
9B. Other Information

 (b)
Insider Trading Arrangements and Policies

 Adoption or Termination of Insider
Trading Arrangements

 In September 2025,
the below listed directors or officers of our company informed us of the adoption, modification or termination of a "Rule 10b5-1
trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408,
as described below:

 Name & Title

 Date Adopted

 Character of Trading Arrangement (1)

 Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

 Duration

 Termination Date

 Rule
10b5-1 Trading Arrangement (3)

 Up to 2,996,400 to be sold

 (2)

 9/3/2026

 Rule 10b5-1 Trading Arrangement (3)

 Up to 408,688 to be sold

 (2)

 9/2/2026

 Rule 10b5-1 Trading Arrangement (3)

 Up to 112,215 shares to be sold

 (2)

 6/5/2026

 Rule
10b5-1 Trading Arrangement (3)

 Up to 131,143 to be sold

 (2)

10/31/2026

 Rule
10b5-1 Trading Arrangement (3)

 Up to 41,143 to be sold

 (2)

 12/31/2026

 Rule 10b5-1 Trading Arrangement (3)

 Up to 55,000 to be sold

 (2)

 12/31/2026

 (1)
 Except as indicated by footnote, each trading arrangement marked as a "Rule 10b5-1 Trading Arrangement"
is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the "Rule").

 (2)
 Except as indicated by footnote, each trading arrangement permitted or permits transactions through
 and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading
 arrangement marked as a "Rule 10b5-1 Trading Arrangement" only permits transactions upon expiration of the applicable
 mandatory cooling-off period under the Rule. Except as indicated by footnote, each arrangement also provides, among other things, for
 termination upon the occurrence of death, dissolution, bankruptcy, insolvency, or failure to comply in material respect with any applicable
 laws and/or any obligations of such arrangement.

 (3)
 Complied with the then-applicable requirements of Rule 10b5-1(c) when adopted in September 2025.

 Amended and Restated Insider Trading Policy

 In December 2024, our board of directors
adopted an Amended and Restated Insider Trading Policy, which updated the policy adopted in April 2024. The policy was adopted in order
that we can take an active role in the prevention of insider trading violations by our officers, directors, employees, consultants, attorneys,
advisors and other related individuals. The Amended and Restated Insider Trading Policy is filed as an exhibit to this Report.

 ITEM
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Not
Applicable.

 PART
III

 ITEM
10. Directors, Executive Officers and Corporate Governance

 Listed
below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions
held and the year they commenced service with the Company.

 Name

 Age

 Position

 Chief Executive Officer and Director

 President, Secretary, Treasurer, and Chairman of the Board of Directors

 Chief Financial Officer

 Dr. Florent Heidet

 Chief Technology Officer and Head of Reactor Development

 Biographies
of Executive Officers and Directors

 James
Walker has been our Chief Executive Officer and director since 2022. Mr. Walker has over seventeen years of engineering project
management experience across various industries, such as construction, mechanical engineering, and nuclear engineering. Since 2020, Mr.
Walker has served as the senior executive manager at Ares, where he is responsible for the construction of plants, purchases of land,
operations, marketing, financing, safety regulation compliance, and shareholder relations. He is also concurrently serving on the board
of directors of several small-cap publicly traded companies in Canada, including Bayhorse Silver Inc. (Ticker: BHS, Canada: TSX Venture)
and Xander Resources, Inc. (Ticker: XND, Canada: TSX Venture), and serves as a consultant to LIST. From 2016 to 2020, Mr. Walker served
as the head of company strategy of Lithium Energy Products (or Lithium), a company primarily engaged in the exploration of lithium prospects,
where he oversaw the company's projects, resource allocation, grant submissions, and collaborative ventures. Prior to joining Lithium,
from 2013 to 2016, Mr. Walker was an engineering project manager for the United Kingdom's Ministry of Defence (or the Ministry
of Defence). While there, he was responsible for infrastructure projects and worked in each stage of the nuclear product life cycle,
from concept to decommissioning. At the Ministry of Defence, Mr. Walker was primarily engaged in design, modelling, rigs, testing, and
problem shooting. He also managed multidisciplinary teams involving engineers, managers, contractors and finance and commercial personnel,
and served as the project lead and manager for the building of a nuclear material reclamation plant, and as the engineering manager for
constructing factories and facilities designed to manufacture reactor cores. Between 2012 and 2013, Mr. Walker was seconded and worked
as a nuclear physicist at Rolls-Royce, leading a project to model various configurations of Rolls-Royce's Zero-Power reactor using
probabilistic physics software to digitally replicate real-world behavior and determine program accuracy margins. Prior to this role,
Mr. Walker served as a mechanical engineer and a nuclear engineer at the Ministry of Defence.

 Mr.
Walker holds a Bachelor of Engineering degree in Mechanical Engineering from the University of Nottingham, a Master of Science degree
in Mining Engineering from the University of Exeter, and a Master of Science degree in Nuclear Engineering from Cranfield University.
He is also a Chartered Engineer (CEng, issued 2014) with the IMechE, a Professional Engineer (PEng, issued 2023) with the Canadian Council
of Professional Engineers, qualified Project Manager with APM in 2015, and a Chartered Physicist with the Institute of Physics in 2023.
We believe that Mr. Walker is well qualified to serve as a director of our company because of his extensive experience within the nuclear
industry and with public markets and the operation of public and private companies.

 Jay
Jiang Yu is our founder, and has been our President, Secretary and Treasurer, and Chairman of the Board since 2022. Since 2022,
Mr. Yu has served as president and chairman of the board of LIST. Since 2022, Mr. Yu has been the chairman of the board of directors
of St. James Gold Corp. (or St. James Gold), a Canadian-based publicly traded company (Ticker: LORD, Canada: TSX Venture) engaged in
the acquisition, exploration, and development of mineral properties. Since 2008, Mr. Yu has served as the chief executive officer and
chairman of the board of directors of I Financial Ventures Group, a corporate advisory and start-up consulting business that advises
private and public companies. Mr. Yu is also the founder and chief executive officer of Lunar NYC Inc., a youth-focused 501(c)(3) non-profit
organization. Earlier in his career, Mr. Yu worked as an analyst in the Corporate & Investment Banking Division at Deutsche Bank,
on Wall Street in New York City.

 Mr.
Yu holds a bachelor's degree in psychology from the City College of New York. He has completed core classes from Borough of Manhattan
Community College and has taken continuing education classes at Columbia University. We believe Mr. Yu is qualified to serve as a director
of our company because of his experience with public companies, capital fundings, structured financing, and other business development
services. In 2021, Mr. Yu was honored as one of The Outstanding 50 Asian Americans in Business.

 Jaisun
Garcha has been our Chief Financial Officer since 2022. Mr. Garcha has extensive experience and knowledge in financial management,
corporate governance, and risk management for public and private companies. From February 2022 to December 2024, Mr. Garcha served as
the part time chief financial officer and a director at LIST. From March 2022 to October 2024, Mr. Garcha served as the chief financial
officer of St. James Gold ("St. James"), a Canada-based publicly traded company (Ticker: LORD, Canada: TSX Venture) engaged
in mining exploration. From February 2013 to October 2024, Mr. Garcha served as the chief financial officer of Snipp Interactive Inc.
("Snipp Interactive"), a Canada-based publicly traded company (Ticker: SPN, Canada: TSX Venture) engaged in global loyalty
and promotion solutions. Prior to this, Mr. Garcha served as the chief financial officer or senior financial consultant of various private
and public companies in a wide spectrum of sectors including but not limited to mining, oil and gas exploration, and venture capital.
Mr. Garcha began his career as an accountant in 2001. Over the course of his twenty-year career, Mr. Garcha has assisted several companies
in going public through initial public offerings and reverse takeovers. Mr. Garcha is a Chartered Professional Accountant (CPA), Certified
General Accountant (CGA) and holds a Bachelor of Science degree from the University of British Columbia and a Master of Business Administration
from Laurentian University.

 Dr. Florent Heidet has
been our Chief Technology Officer and Head of Reactor Development since March 6, 2025. Dr. Heidet has over 18 years of experience in nuclear
energy industry. Between May 2024 and February 2025, Dr. Heidet has served as a Senior Energy Consultant at Hatch Ltd., a consulting and
engineering firm specializing in the metals, energy, and infrastructure sectors. Dr. Heidet has served as Head of Design and Engineering
since February 2024 at Ultra Safe Nuclear Corporation (USNC), a vertical integrator of nuclear technologies and services. From October
2022 to January 2024, Dr. Heidet also consecutively served as Director of Innovation for nuclear systems and Director of Technology and
Engineering at USNC. Prior to joining the USNC, Dr. Heidet spent 12 years at Argonne National Laboratory, where he played a central role
in most of the laboratory's nuclear reactor design projects. Dr. Heidet has also managed his own small company, MFT Tech LLC, since
2021. Dr. Heidet holds a Doctorate and Master of Science in Nuclear Engineering from the University of California, Berkeley, a Master
of Science in Mechanical Engineering from the Arts et M tiers ParisTech (ENSAM) in Paris, France, and business program certificates
from both University of California, Berkeley Haas School of Business and University of Chicago Booth School of Business. He has published
numerous peer-reviewed technical papers and authored several chapters of the Encyclopedia of Nuclear Energy.

 Dr.
Tsun Yee Law has been our director since 2022. Dr. Law is a physician who holds professional memberships in Doctors for Nuclear
Energy and the American College of Nuclear Medicine. Since 2022, Dr. Law has served as a director at LIST. Since 2014, Dr. Law has practiced
orthopedic medicine in South Florida, specializing in hip and knee osteoarthritis. He is actively engaged in clinical research with a
special focus on robotic and sensor technologies, medical innovation, and healthcare investments. Dr. Law has served as a physician consultant
for Flagler Healthcare Investment Property Group since 2015 and has served as a physician consultant for Financial Ventures Group since
2017. Dr. Law has a Bachelor of Business Administration from Davenport University, a Doctorate of Medicine from American Global University
School of Medicine, and a Master of Business Administration from Davenport University. We believe that Dr. Law is qualified to serve
as a director of our company because of his education background in nuclear medicine and nuclear energy as well as his business background.

 Diane
Hare has been our director since April 28, 2023. Ms. Hare has been the chief executive officer of BizLove LLC (or BizLove), a
consultancy firm which she founded in 2018, primarily engaged in helping organizations grow by delivering strategic positioning and cross-functional
strategies for transformative moments such as mergers and acquisitions, product and service launches, growth strategies, and digital/data
priorities. From 2011 to 2018, Ms. Hare worked at Ernst & Young, where she served the fortune 500 and specialized in purpose-driven
enterprise transformation. Ms. Hare holds a Bachelor of Business Administration in Finance from Iona University and received her Maser
of Business Administration in Marketing and International Business from Long Island University. We believe Ms. Hare is qualified to serve
as a director of our company because of her experience in business strategy consultancy.

 Dr. Kenny Yu has been our
director since May 8, 2023. Dr. Yu is a licensed pharmacist in New York and has been the System Senior director of Pharmacy Services at
NYU Langone Health since 2021. In this role, he provides executive leadership and coordination for all pharmacy services provided within
NYU Langone Health to promote the standardization and alignment of practices across all pharmacy sites. Dr. Yu has also served on the
Advisory Council at Apexus LLC, a company engaged in increasing access to medications and improving patient care nationwide. Dr. Yu was
the inaugural director of 340B pharmacy services, a drug pricing program, in 2016. In this role, he managed both the compliance and optimization
of the 340B program, which he and his team built from the ground up. Dr. Yu holds a Master of Business Administration from George Washington
University and a Doctorate in Pharmacy from the Ernest Mario School of Pharmacy at Rutgers University. We believe that Dr. Yu is qualified
to serve as a director of our company because of his experience in analyzing and interpreting financial information.

 Dr.
Seth Berl has been our director since June 1, 2025. Dr. Berl is a technology executive with governmental and private experience
and expertise in high-performance computing, artificial intelligence and machine learning, data science, cybersecurity, embedded and
"internet of things" systems, tactical edge networks, satellite communications, and enterprise-scale storage and networking.
Since May 2025, Dr. Berl has served as Global GTM, Government Technologies Chief Technologist at Intel Corporation, where he helps
shape technology and go-to-market strategy for worldwide government solutions. From June 2024 to May 2025, Dr. Berl served as Deputy
Chief Data Officer at the U.S. Department of Energy (DOE) where he led the enterprise data program harnessing data and artificial intelligence
to drive operational results. From 2020 to 2024, Dr. Berl served as Chief Technology Officer at GovSmart, Inc., a private
firm where he led technical direction, built strategic partnerships, and helped drive product innovation for federal agencies and commercial
clients. Prior to these roles, Dr. Berl worked as a nuclear and atomic physics researcher at the University of Virginia and Old Dominion
University, coordinating with National Science Foundation, National Aeronautics and Space Administration (NASA), Department of Energy
(DOE), Defense Advanced Research Projects Agency (DARPA), Northrop Grumman, and the U.S. Air Force for product development, including,
among others, a quantum physics package for acceleration and rotation sensing, quantum computing memory, and the design and fabrication
of microelectronics and semiconductors. Dr. Berl also founded and ran Smartec, LLC, a technology-consulting firm that served Fortune 500
companies. Dr. Berl received a Master and a Doctorate in Atomic Physics from the University of Virginia, and holds dual Bachelor of Science
degrees in Electrical Engineering and Physics, from Old Dominion University. We believe that Dr. Berl is qualified to serve as a director
of our company because of his industry and government experience.

 Our
Executive Advisory Board

 We
have assembled an Executive Advisory Board comprised of military, scientific and governmental experts. Our Executive Advisory Board provides
industry knowledge and important contacts to our management team. The following table sets forth certain information regarding our Executive
Advisory Board:

 Name

 Age

 Position

 Rick
 Perry

 of Executive Advisory Board

 Gen.
 Wesley K. Clark (Ret.)., KBE

 of Executive Advisory Board for Military and Defense

 Lt.
 General Terry G. Robling (Ret.)

 of the Executive Advisory Board for Federal and Defense Appropriations and Requirements

 Vice
 Admiral Charles J. Leidig, Jr. (Ret.)

 of its Executive Advisory Board for Naval Nuclear Initiatives

 Dr.
 Robert Gallucci

 of the Executive Advisory Board for Nuclear Policy

 Daniel
 M. Donovan Jr.

 of the Executive Advisory Board for Market Intelligence

 Gov.
 Andrew M. Cuomo

 Executive
 Advisory Board Member

 Dr.
 Lassina Zerbo

 of the Executive Advisory Board for Africa

 Michelle
 Amante-Harstine

 Senior
 Strategic Advisor to the Executive Advisory Board for U.S. Energy Initiatives

 Rick Perry has been
the Chairman of Executive Advisory Board since 2025. Mr. Perry attended Texas A&M University and graduated with a bachelor's
degree in animal science in 1972. Between 1972 and 1977, Mr. Perry served in the United States Air Force, flying C-130
tactical airlift aircraft in the U.S., Europe, and the Middle East; by the time of his discharge, he had attained the rank of captain.
He served as the 14th Secretary of Energy from 2017 to 2019 in the first Trump administration. As Secretary of Energy,
Mr. Perry worked to advance energy policies to promote American energy independence, notably backing nuclear power. Prior to his service
as Secretary of Energy, Mr. Perry served as the 47th governor of the State of Texas. His political career began in 1985 as
a representative for a rural West Texas district in the state House of Representatives, and beginning in 1990, he served two
terms as Texas Commissioner of Agriculture. Mr. Perry twice sought the Republican nomination for president, running in 2012 and again
in 2016.

 Gen.
Wesley K. Clark (Ret.), KBE has been the Chairman of Executive Advisory Board for Military and Defense since 2023. General Clark
graduated first in his class from WestPoint Academy in June 1966 with a bachelor's degree, and was awarded a Rhodes Scholarship
to the University of Oxford, where he obtained a M.A. degree in Economics. His military career involved multiple commands and spanned
three decades, propelling him into the international spotlight. From 1994 to 1996, he acted as director of strategic plans and policy
for the Joint Chiefs of Staff at the Pentagon. General Clark then took the role of the lead military negotiator for the Bosnian Peace
Accords in 1995 before serving as the Supreme Allied Commander Europe, the second-highest military position within NATO, from July 1997
to May 2000. In 2000, Gen. Clark received the Presidential Medal of Freedom from President Bill Clinton for his service to the nation,
and in 2003 ran for President of the United States. In 2004, Gen. Clark founded and continues to serve as Chairman and Chief Executive
Officer of Wesley K. Clark & Associates, a strategic advisory and consulting firm, and in 2009, he co-founded and became chairman
of Enverra, Inc., an investment banking firm. Between 2018 and 2019, Gen. Clark served as a Centennial Fellow at Georgetown University.
In 2019, Gen. Clark founded Renew America Together, a non-profit intended to promote and achieve greater common ground in America by
reducing partisan division and gridlock. Gen. Clark currently also serves Chairman and Founder of Enverra, Inc., a licensed investment
bank; Chairman of Energy Security Partners, LLC, an energy security company; as well as a board member for, among other companies, BNK
Petroleum, Leagold Mining, and International Crisis Group. He also serves as the Co-Chair of Growth Energy, Chairman of Clean Terra,
Inc., and Chairman of City Year Little Rock, an education advocacy group in that city.

 Lt.
General Terry G. Robling (Ret.) has been chairman of our Executive Advisory Board for Federal and Defense Appropriations and
Requirements since August 2024. Lt. General Robling's 38 years of distinguished service in the United States Marine Corps earned
him 31 Department of Defense commendations, including the Order of the Rising Sun from the Emperor of Japan and the Legion of Honour
(Rank of Knight) from the President of France. A three-star general, Lt. Gen. Robling culminated his military career as the Commanding
General of U.S. Marine Corps Forces, Pacific, where he oversaw all Marine Corps operations in the strategically vital Asia-Pacific region.
A naval aviator with over 5,200 flight hours and a graduate of the U.S. Navy Fighter Weapons School ("Top Gun"), Lt. Gen.
Robling has participated in numerous combat and operational missions. His leadership roles positioned him as one of the most influential
figures in the Marine Corps, responsible for managing large-scale military operations and fostering international partnerships critical
to U.S. national security. Following his retirement, Lt. Gen. Robling turned to the private sector, founding a firm specializing in consulting
services for large aerospace manufacturers, before eventually taking up the positions of Chief Executive Officer and Chairman of the
Board of PKL Services Inc., which he held for over five years. Currently, Lt. Gen. Robling is a strategic advisor to numerous companies
and sits on the advisory board of multiple non-profit associations. Lt. General Robling received of Bachelor of Science degree from Central
Washington University and a Master's Degree from the National Defense University.

 Vice
Admiral Charles J. Leidig, Jr. (Ret.) has been chairman of our Executive Advisory Board for Naval Nuclear Initiatives since July
2025. Vice Admiral Leidig served as Deputy to the Commander for Military Operations, U.S. Africa Command from August 2010 to June 2013,
capping a 39-year Navy career. Prior to this assignment, he was the 80th Commandant of Midshipmen at the U.S. Naval Academy, and earlier
commanded USS Cavalla (SSN 684), where his crew earned two Meritorious Unit Commendations and the coveted Battle "E." Additional
leadership posts included Commander, Submarine Development Squadron Five; Commander, Naval Forces and Region Marianas; Commander, Submarine
Group Eight; and Deputy Commander, U.S. 6th Fleet. Across these tours he directed submarine rescue programs, Arctic-warfare initiatives,
and allied undersea operations, building a reputation for positive, mission-focused leadership. Vice Admiral Leidig's career also
included stints as a material officer for Submarine Squadron 11, senior member of the Nuclear Propulsion Examining Board, assistant deputy
director for Regional Operations on the Joint Staff, and executive assistant to the Director of the Joint Staff. He is a 1978 graduate,
with distinction, of the U.S. Naval Academy and holds a master's in National Security and Strategic Studies from the Naval War
College. Professional education later included the National Security Management Program at Syracuse University and the Navy Executive
Business Course at UNC Chapel Hill.

 Dr.
Robert Gallucci has been the chairman of our Executive Advisory Board for Nuclear Policy since 2023. Dr. Gallucci previously
served as U.S. Ambassador-at-Large and Special Envoy for the U.S. Department of State, focusing on the non-proliferation of ballistic
missiles and weapons of mass destruction. He was the chief U.S. negotiator during the North Korean nuclear crisis of 1994, and served
as Assistant Secretary of State for Political Military Affairs and as Deputy Executive Chairman of the United Nations Special Commission
following the first Gulf War. Upon leaving public service, Dr. Gallucci served as Dean of the School of Foreign Service at Georgetown
University for 13 years, and since January 2018, he has been serving as Distinguished Professor in the Practice of Diplomacy at Georgetown
University. Dr. Gallucci was named president of the John D. and Catherine T. MacArthur Foundation in 2009. Dr. Gallucci holds a Bachelor
of Arts from Stony Brook University, and a Master of Arts and a Doctor of Philosophy from Brandeis University.

 Daniel
M. Donovan Jr. has been chairman of our Executive Advisory Board for Market Intelligence since August 2024. From 2015 to 2019
he served as a member of the U.S. House of Representatives representing the 11 th District of New York. During his time in
Congress, Mr. Donovan was a vocal advocate for national security, veterans' affairs, and disaster recovery, serving on several
key committees and subcommittees. As part of the Committee on Homeland Security, he chaired the Subcommittee on Emergency Preparedness,
Response, and Communication, and was also an active member of the Subcommittee on Cybersecurity, Infrastructure Protection, and Security
Technologies. Additionally, Mr. Donovan contributed to the Committee on Foreign Affairs, where he served on the Subcommittee on Africa,
Global Health, Global Human Rights, and International Organizations, as well as the Subcommittee on the Western Hemisphere. Mr. Donovan
also previously serviced as the District Attorney for Richmond County, New York (Staten Island) and as an Assistant District Attorney
for New York County. Mr. Donovan received a Bachelor
of Arts degree from St. John's University and a Juris Doctor degree from Fordham University.

 Gov.
Andrew M. Cuomo has been our Executive Advisory Board Member since March 2024. Gov. Cuomo served as the 56th Governor of New
York from 2011 to 2021. Before his tenure as governor, he was the Secretary of Housing and Urban Development under President Bill Clinton
from 1997 to 2001 and served as New York's Attorney General from 2007 to 2010. Gov. Cuomo oversaw numerous significant initiatives,
including the Clean Energy Standard, during his time in office as well as major infrastructure developments like the Mario M. Cuomo Bridge
construction and the LaGuardia Airport redevelopment. He supported social initiatives such as the Marriage Equality Act and managed responses
to Hurricane Sandy and the COVID-19 pandemic during his time as governor. Gov. Cuomo received a Bachelor of Arts degree from Fordham
University and a Juris Doctor degree from Albany Law School.

 Dr.
Lassina Zerbo has been the chairman of our Executive Advisory Board for Africa since 2022. Dr. Zerbo is a Burkinab politician
and scientist who served as the Prime Minister of Burkina Faso from 2021 to 2022. Since 1994, he has served as a nuclear science diplomat
and a geophysicist, focusing on Africa's responses to global challenges. Dr. Zerbo currently serves as a chairman of the board
of directors at the Rwanda Atomic Energy Board, an organization which establishes nuclear facilities based on the international standards,
and coordinates the research and implementation of the Centre for Nuclear Science and Technology project. From 2013 to 2021, Dr. Zerbo
served as the 3rd Executive Secretary of the Comprehensive Nuclear-Test-Ban Treaty Organization, an interim organization tasked with
building up the verification regime of the Comprehensive Nuclear-Test-Ban Treaty in preparation for the treaty's entry into force.
Between 1992 and 1994, Dr. Zerbo was a post-doctorate in Airborne Radiometric and Electromagnetic at Geoterrex, Ottawa, and a post-doctorate
in Time Domain Electromagnetic and Complex Resistivity at Zonge Engineering and Research Organization in Tucson, Arizona. Dr. Zerbo received
a Ph. D. in Geophysics at Universit de Paris XI, in Orsay, France in 1992, a Master of Science in Geophysics at Universit
de Paris VI in, Paris, Jussieu, France in 1989, and a bachelor's degree in Fundamental and Applied Geology at Universit
de Caen in Normandie, France in 1988.

 Michelle
Amante-Harstine has been the Senior Strategic Advisor to the Executive Advisory Board for U.S. Energy Initiatives since 2023.
Since 2022, she has been the Chief Executive Officer of Congressional Energy Engagement, LLC., a company engaged in empowering lasting
U.S. bi-partisan energy solutions, and since 2023, she has also been serving on the Tennessee Nuclear Energy Advisory Council. Between
2017 and 2020, Ms. Harstine served on the DOE's Office of Nuclear Energy, where she was a Senior Advisor for Stakeholder Engagement,
where she developed strategic relationships, designed, developed, and led inaugural initiatives on Capitol Hill, such as the Atomic Wings
Lunch & Learns and the Up & Atom Morning Briefings, bringing together Members of Congress, Congressional staff, industry, educational
institutions, national laboratories, Embassy representatives and the Administration. With over 25 years of experience in both the public
and private sectors spearheading government, business, community and organization initiatives, Ms. Harstine focuses on advanced nuclear
technologies through strategic communication engagements among bipartisan Members of Congress and C-level industry and organization leaders.
She developed the U.S. Congressional Energy Leaders Forum, monthly by-invitation only bipartisan programs for U.S. Members of Congress
and C-Level nuclear energy leaders and has brought them under the American Nuclear Society with the Nuclear Policy Leadership Dinner
& Discussion. She previously launched the National K-12 education initiative "Navigating Nuclear: Energizing Our World"
with DOE, the American Nuclear Society and Discovery Education, to engage the ORNL and University Students for two-day immersive programs.

 Role
of the Executive Advisory Board

 The
role of our Executive Advisory Board is to assist our management with general business and strategic planning, leveraging the expertise
of its members in nuclear industry, military and governmental matters. The function of the Executive Advisory Board includes, without
any limitation, the following:

 leveraging
 their professional networks and relationships to connect us with key industry stakeholders, potential partners, clients, and other
 valuable contacts and marketing resources;

 assessing
 the impact of our programs, projects and events;

 offering
 ad hoc support and expertise on specific challenges or opportunities as they arise, serving as a valuable resource for our management
 team;

 serving
 as a non-political advocate and ambassador for our company, including seeking new business opportunities for us and connecting us
 with individuals relevant to the development and advancement of our projects.

 offering
 strategic advice and counsel to our management team based on the members' diverse experiences and expertise, contributing to
 the formulation and execution of effective business strategies; and

 providing
 industry-specific knowledge and insights to help us navigate market trends and safety standards, anticipate challenges, and identify
 opportunities for growth and innovation.

 Consulting
Agreements with the Members of the Executive Advisory Board

 Each
member of our Executive Advisory Board has entered into a consulting agreement with us under similar terms and conditions, either in
their individual capacity or through a limited liability company that they control. Our Executive Advisory Board members are not employees
of our company; instead, they serve as independent contractors and can resign or be terminated by us at any time. They may pursue any
other activities and engagements during their terms of agreements with us.

to these consulting agreements, each member of our Executive Advisory Board is entitled to certain cash payments and options to purchase
shares of our common stock for services rendered. These agreements also contain customary restrictive covenants relating to confidentiality,
non-solicitation, non-disparagement, and indemnification. The term of these agreements is between 18 months and 36 months, commencing
from their respective effective dates between August 2022 and August 2023, subject to early termination. During the fiscal years ended
September 30, 2025 and 2024, our executive advisory board was paid a total of $248,000 and $247,500, respectively.

Agreements with the Members of the Executive Advisory Board

 We have entered into stock option agreements with the members of our Executive
Advisory Board pursuant to the 2023 Stock Option Plan #2 (as defined below), except for Gov. Andrew M. Cuomo who was granted options that
were not governed by either our 2023 Stock Option Plan #1 or our Stock Option Plan #2. Under the stock option agreements, each member
was granted an option to acquire certain common stock at certain exercise price.

 Their
options shall fully vest on the effective date of their option agreements and exercisable at any time until their respective expiration
date. The following table provides information regarding each stock options held by the named member of our Executive Advisory Board
as of the date of this Report.

 Vesting
 Start date

 vested (#)

 unvested (#)

 exercise price ($)

 Expiration date

 Rick Perry

 June 11, 2025

 June 11, 2025

 15,000

 -

 $
 34.25

 June 11, 2030

 Gen. Wesley K. Clark KBE

 August 30, 2023

 August 30, 2023

 90,000

 -

 $
 3.00

 August 30, 2026

 Gov. Andrew M. Cuomo

 March 13, 2024

 March 13, 2024

 125,000

 -

 $
 3.00

 March 13, 2027

 Family
Relationships

 There
are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become
directors or executive officers.

and Terms of Office of Officers and Directors

 Our
business and affairs are organized under the direction of our board of directors. Our board of directors consists of six directors, including
two executive directors and four independent directors.

 Our
bylaws provide that the number of directors will be fixed by the board of directors within a range of between one and fifteen directors.
The directors need not be stockholders unless so required by our articles of incorporation. The minimum or maximum number may be increased
or decreased from time to time only by an amendment to the bylaws, which power belongs exclusively to our board of directors.

 Our
officers are appointed by the board of directors and shall hold office at the discretion of the board of directors until their successors
are duly elected and qualified, unless sooner removed. Our board of directors is authorized to appoint officers to the offices set forth
in our bylaws.

 Director
Independence

 The
Nasdaq listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with our company). We have three "independent directors" as defined in the Nasdaq
listing standards and applicable SEC rules prior to completion of this offering.

 Our
board has determined that Dr. Tsun Yee Law, Dr. Kenny Yu, Ms. Diane Hare and Dr. Seth Berl are independent directors under applicable
SEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Board
Committees

 Our
board of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.
Our board of directors has adopted a charter for each of these three committees. Copies of each committee's charter have been posted
on the Investor Relations section of our website, which are located at www.nanonuclearenergy.com. Each of the committees of our board
of directors shall have the composition and responsibilities described below. Our board of directors may from time to time establish
other committees as it deems appropriate.

 Audit
Committee

 Drs.
Kenny Yu, Tsun Yee Law and Ms. Diane Hare serve as members of our Audit Committee with Dr. Tsun Yee Law serving as the chairman of the
Audit Committee. Each of our Audit Committee members satisfies the "independence" requirements of the Nasdaq listing rules
and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has determined that Ms. Diane Hare
possesses accounting or related financial management experience that qualifies her as an "audit committee financial expert"
as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and
the audits of our financial statements. Our Audit Committee performs several functions, including:

 evaluating
 the performance, independence and qualifications of our independent registered public accounting firm and determining whether to
 retain our existing independent registered public accounting firm or engage new independent registered public accounting firm;

 and approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit
 services;

 our annual and quarterly financial statements and reports, including the disclosures contained under the caption " Management's
 Discussion and Analysis of Financial Condition and Results of Operations," and discussing the statements and reports with
 our independent registered public accounting firm and management;

 with our independent registered public accounting firm and management significant issues that arise regarding accounting principles
 and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

 our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk
 management is implemented; and

 and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

Committee

 Drs.
Kenny Yu, Tsun Yee Law and Ms. Diane Hare serve as members of our Compensation Committee with Dr. Tsun Yee Law serving as the chairman
of the Compensation Committee. All of our Compensation Committee members satisfy the "independence" requirements of the Nasdaq
listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among
other things:

 reviewing,
 modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall
 compensation strategy and policies;

 and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment
 of our executive officers;

 and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive
 plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and
 programs;

 and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory
 arrangements for our executive officers;

 with management and approving our disclosures under the caption " Compensation Discussion and Analysis " in our
 periodic reports or proxy statements to be filed with the SEC; and

 preparing
 the report that the SEC requires in our annual proxy statement.

 Nominating
and Corporate Governance Committee

 Drs.
Kenny Yu, Tsun Yee Law, Ms. Diane Hare and Dr. Seth Berl serve as members of our Nominating and Corporate Governance Committee
with Ms. Diane Hare serving as the chairwoman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate
Governance Committee members satisfy the "independence" requirements of the Nasdaq listing rules and meet the independence
standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things:

 identifying,
 reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

 evaluating
 director performance on the board and applicable committees of the board and determining whether continued service on our board is
 appropriate;

 evaluating,
 nominating and recommending individuals for membership on our board of directors; and

 evaluating
 nominations by stockholders of candidates for election to our board of directors.

 The
nominating and corporate governance committee takes into account many factors in determining recommendations for persons to serve on
the board of directors, including the following:

 personal
 and professional integrity, ethics and values;

 experience
 in corporate management, such as serving as an officer or former officer of a publicly-held company;

 experience
 as a board member or executive officer of another publicly-held company;

 strong
 finance experience;

 diversity
 of expertise and experience in substantive matters pertaining to our business relative to other board members;

 diversity
 of background and perspective including, without limitation, with respect to age, gender, race, place of residence and specialized
 experience;

 experience
 relevant to our business industry and with relevant social policy concerns; and

 relevant
 academic expertise or other proficiency in an area of our business operations.

 Role
of Board in Risk Oversight Process

 Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board, beneficially
owns approximately 21.37% of the voting power of our common stock as of December 16, 2025. Periodically, our board of directors assesses
these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are best served.
Our board of directors has determined that its current leadership structure is appropriate. Jay Jiang Yu, our President, Secretary, Treasurer,
and Chairman of the Board, and James Walker, our CEO and director, have extensive knowledge of all aspects of our company, our business
and risks.

 While
management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management's
efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for
general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through
full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly
from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communications
between management and the board of directors are essential for effective risk management and oversight.

Committee Interlocks and Insider Participation

 None
of our executive officers serves, or in the past has served, as a member of our board of directors compensation committee, or other committee
serving an equivalent function. None of the members of our compensation committee is, or has ever been, an officer or employee of our
company.

 Amended
and Restated Code of Business Conduct and Ethics

 In
December 2024, our board of directors adopted an amended and restated written code of business conduct and ethics (originally adopted
in April 2024 prior to our initial public offering) that applies to our employees, officers and directors. A current copy of the current
code is posted on the Corporate Governance section of our website, which will be located at
The amendments to the code undertaken in December 2024 were t echnical, administrative or non-substantive.

 We
intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions
applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions, and our directors, on our website identified above or in filings with the SEC.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our directors, executive officers and
ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our common stock with the Commission.
Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that
they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe
that during the year ended September 30, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial
owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except for Ms. Diane Hare whose Form 4 filing
dated June 6, 2025 was delayed due to her travel and lack of internet access.

 ITEM
11. Executive Compensation

 This
section discusses the material components of the executive compensation program for our named executive officers for the years ended
September 30, 2025 and 2024. Individuals we refer to as our "named executive officers" include our President, Chie Executive
Officer and any other highly compensated executive officers whose salary and bonus for services rendered in all capacities equaled or
exceeded $100,000 during the fiscal years ended September 30, 2025 and 2024.

 Summary
Compensation Table

 The
following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended
September 30, 2025 and 2024.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($) (3)

Awards

 ($) (2)

 Stock

Awards

 ($) (1)

 Non-Equity

Incentive Plan

 ($)

 All Other

 ($) (4)

 Total

 ($)

 2025

 496,667

 600,000

 6,043,422

 4,018,086

 -

 -

 11,158,175

 President, Secretary, Treasurer, and Chairman of the Board of Directors

 2024

 -

 -

 -

 -

 -

 390,000

 390,000

 2025

 -

 300,000

 6,043,422

 2,511,348

 -

 426,668

 9,281,438

 Chief Executive Officer and Director

 2024

 -

 -

 -

 -

 -

 185,000

 185,000

 2025

 -

 200,000

 3,021,711

 1,507,001

 -

 326,333

 5,055,045

 Chief Financial Officer

 2024

 -

 -

 -

 -

 -

 170,000

 170,000

 Florent Heidet (5)

 2025

 208,333

 125,000

 6,812,116

 804,055

 -

 3,333

 7,952,837

 Chief Technology Officer

 2024

 -

 -

 -

 -

 -

 -

 -

 (1)
 Amounts
 reflect the aggregate grant date fair value of restricted stock unit ("RSU")
 awards granted to our named executive officers during the applicable year calculated in accordance
 with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named
 executive officer. See Note 4 in our audited consolidated financial statements for the fiscal
 year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating
 these amounts. The number of RSUs subject to each award was determined by dividing the dollar-denominated
 value by our closing price on the grant date.

 (2)
 Amounts
 reflect the aggregate grant date fair value of stock options granted to our named executive
 officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather
 than the amounts paid to or realized by the applicable named executive officer. See Note
 4 in our audited consolidated financial statements for the fiscal year ended September 30,
 2025 for a discussion of the relevant assumptions used in calculating this amount.

 (3)
 Amounts
 listed include discretionary bonuses paid to our named executive officers for their performance.

 (4)
 For
 non-employee executive officers, amounts reflect compensation paid as consulting fees and
 for employee executive officers, amounts reflect matching contributions made by us under
 our 401(k) plan.

 (5)
 Dr.
 Heidet commenced employment as our Chief Technology Officer in March 2025.

 Narrative
to Summary Compensation Table

 Employment Agreement with Mr. Yu

 On October 17, 2024, we entered into an employment agreement with Mr. Jiang Jay
Yu, pursuant to which Mr. Yu will continue to serve as our President, reporting to our board of directors. The Compensation Committee
of our board (with the members of such committee also comprising a majority of the entire board) independently reviewed and approved the
employment agreement.

 The
employment agreement has an effective date of October 1, 2024, and has a three-year term, after which the employment agreement will automatically
renew for additional one-year period unless either party provides written notice of its intention not to extend the employment agreement
at least 90 days prior to a renewal date. Mr. Yu will provide no less than 40 hours per week to the business and affairs of our company.

 The
employment agreement entitles Mr. Yu to a base salary of $420,000, eligibility for an annual bonus, eligibility for equity-based
compensation awards and fringe benefits, perquisites, and employee benefits consistent with our practices. The employment agreement also
entitles Mr. Yu to be indemnified and advanced legal fees to the maximum extent permitted under our bylaws and other governing documents.

 Under
the employment agreement, if we terminate Mr. Yu without "Cause" or Mr. Yu terminates employment with the Company for "Good
Reason" (each as defined in the employment agreement), subject to the execution and non-revocation of a release of claims, Mr.
Yu is entitled to receive the following: (i) 100% of any earned, pro-rated bonus, (ii) continued base salary for one year following termination,
(iii) subsidized COBRA coverage for up to 18 months, and (iv) the treatment of Mr. Yu's outstanding equity awards to be determined
in accordance with the applicable equity plan and award agreement.

 The
employment agreement includes standard restrictive covenants in favor of our company, including confidentiality and one-year post-termination
customer and employee non-solicitation and non-competition restrictions.

 Employment
Agreement with Dr. Heidet

 On
March 6, 2025, we entered into an Employment Agreement (the "Heidet Employment Agreement") with Dr. Heidet, effective on
March 6, 2025. Pursuant to the Heidet Employment Agreement, Dr. Heidet serves as our Chief Technology Officer and Chief Technology Officer
and Head of Reactor Development, with the initial term of three (3) years, ending on March 6, 2028. Thereafter, the Heidet Employment
Agreement will be automatically renewed for successive one (1)-year periods unless either we or Dr. Heidet provides written notice of
non-renewal at least 90 days prior to the applicable renewal date.

 Dr.
Heidet is entitled to an annual base salary of $300,000, plus eligibility for an annual bonus and equity-based compensation awards,
and entitlement to participate in employee benefits plans and other customary benefits provided by us. Dr. Heidet is also entitled to
a one-time sign-up bonus of $25,000, payable within 30 days of March 6, 2025. The Heidet Employment Agreement contains customary restrictive
covenants relating to non-solicitation and non-competition for a period of one year after the date of termination of employment, confidentiality
covenants restricting disclosures of the intellectual property rights and other confidential information. Additionally, the Heidet Employment
Agreement may be terminated through applicable notice procedure by either the Company or Dr. Heidet at any time for any reason.

 Consulting
Agreements with Our Executive Officers

 We
have entered into a consulting agreement with each of our executive officers under similar terms except for Jay Jiang Yu, our President,
Secretary, Treasurer, and Chairman of the Board, and Dr. Heidet, our Chief Technology Officer and Head of Reactor Development, with each
of whom we have an employment agreement as mentioned above. We previously entered into a consulting agreement with I Financial Ventures
Group LLC where Jay Jiang Yu is the sole member and manager and provided relevant services to us, which was terminated on October 17,
2024. In general, except for Jay Jiang Yu and Dr. Florent Heidet, our other executive officers are not employees of our company, instead,
they serve as independent contractors and can be terminated by either party at any time. They may pursue any other activities and engagements
during their terms of agreements with us.

to those consulting agreements, our executive officers are entitled to a retention fee for services so rendered, and at the sole discretion
of our company, they are also eligible to receive additional compensation awards and participate in our employee benefit programs. Those
agreements also contain customary restrictive covenants relating to confidentiality, non-competition, non-solicitation, and non-disparagement,
as well as indemnification.

 The
term of those consulting agreements is 36 months commencing from their respective effective date of those agreements, subject to early
termination.

 Amendment
to Compensatory Arrangements of Certain Officers

 On June 3, 2025, the Compensation Committee of our Board approved certain amendments
to the compensation arrangements for our executive officers, effective as of June 3, 2025. The compensation amendments for our executive
officers were made to better align its compensation program with current market practices, based on an executive compensation benchmarking
report provided by an independent consulting firm commissioned by us.

 The
compensation amendments for our executive officers are shown in the table below:

 Name of Executive Officer

 New Annual Base Salary/

 $
 650,000

 $
 500,000

 $
 400,000

 Florent Heidet

 $
 400,000

 2023
Stock Option Agreements

 We
have entered into nonqualified stock option agreements (or the 2023 Stock Option Agreements) pursuant to the 2023 Stock Option Plan #1
(as defined below) and the 2023 Stock Option Plan #2 (as defined below) with our executive officers and directors under similar terms.
Under the 2023 Stock Option Agreements, each applicable executive officer and officer was granted
an option to acquire certain common stock under those two option plans at certain exercise price.

 Their
options shall vest immediately on the date of grant, subject to their continued service with our company or its subsidiaries on each
applicable vesting date. The following table provides information regarding each stock options held by the named executive officers as
of the date of this Report.

 Grant

 Date

 Vesting

 Start date

 vested (#)

 unvested

 (#)

 exercise

 price

 ($)

 Expiration

 date

 500,000

 -

 $

 1.50

 February 10, 2026

 President, Secretary, Treasurer, and Chairman of the Board of Directors

 200,000

 -

 $

 3.00

 300,000

 -

 $

 28.32

 500,000

 -

 $

 1.50

 February 10, 2026

 Chief Executive Officer and Director

 200,000

 -

 $

 3.00

 300,000

 -

 $

 28.32

 150,000

 -

 $

 1.50

 February 10, 2026

 Chief Financial Officer

 40,000

 -

 $

 3.00

 150,000

 -

 $

 28.32

 Florent Heidet

 March 6, 2025

 March 6, 2026

 -

 338,000

 $

 28.32

 March 6, 2035

 Chief Technology Officer

 2023
Stock Option Plans

 On
February 10, 2023, and on June 7, 2023, our board adopted two distinct stock option plans for our company (which we refer to individually,
the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; collectively, the 2023 Stock Option Plans). The plans were otherwise
substantially similar in their substance.

 The
principal purposes of the 2023 Plans were to: (a) improve individual performance by providing long-term incentives and rewards to certain
of our employees, directors, and consultants; (b) assist our company in attracting, retaining, and motivating certain employees, directors,
and consultants with experience and ability; and (c) align the interests of such persons with those of our stockholders.

 No
awards have been granted under the 2023 Stock Option Plans or any other prior plan on or after the effective date of the 2025 Plan (defined
below). The 2023 Stock Option Plans have been replaced by the 2025 Plan on February 28, 2025.

 The
following description of the principal terms of the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2 is a summary and is qualified
in its entirety by their full text and all amendments thereto.

 Administration

 The 2023 Stock Option Plans may be administered by our board or a committee appointed
by, and consisting of two or more members of, the board of directors (or the Plan Administrator). At any time when no committee has been
appointed to administer each of the 2023 Stock Option Plans, the board will be the Plan Administrator. The Plan Administrator, in its
exclusive discretion, selects the individuals to whom awards may be granted, the types of awards granted, the time or times at which such
awards are granted, and the terms and conditions of such awards. The Plan Administrator also has exclusive authority to interpret each
of the 2023 Stock Option Plans and the terms of any instrument evidencing any awards and may adopt and change rules and regulations of
general application for their administration. The Plan Administrator may delegate administrative duties to such of our company's
officers as it so determines. Unless sooner terminated, each of the 2023 Stock Option Plans shall terminate ten years after the earlier
of the plan's adoption by the board and approval by our company's stockholders.

 Share
Reserve

 The
2023 Stock Option Plan #1 provides for the grant of options to purchase up to 3,247,030 shares of the common stock of the Corporation.
The maximum aggregate number of shares of common stock that may be optioned and sold under the 2023 Stock Option Plan #1 will be subject
to an increase on the first day of each fiscal quarter equal to 15% increase in the total outstanding shares of our common stock in the
preceding quarter. As of the date of this Report, there are no shares available for issuance under the 2023 Stock Option Plan #1.

 The
2023 Stock Option Plan #2 provides for the grant of options to purchase up to 1,727,730 shares of the common stock of the Corporation.
The maximum aggregate number of shares of common stock that may be optioned and sold under the 2023 Stock Option Plan #2 will be increased
each quarter, with the first quarterly increase on June 20, 2023, and every three months thereafter. As of the date of this Report, there
are 860,349 shares available for issuance under the 2023 Stock Option Plan #2.

 The
maximum number of shares available under each of the 2023 Stock Option Plans is equal to the lesser of: (1) the number of shares equal
to 15% of the outstanding shares of common stock on the applicable adjustment date (or the Adjustment Date), less (a) the number of shares
of common stock that may be optioned and sold under the plan prior to the Adjustment Date, and (b) the number of shares of common stock
that may be optioned and sold under any other stock option plan of our company in effect as of the Adjustment Date; or (2) such lesser
number of shares of common stock as may be determined by the board. Any shares of common stock that have been made subject to an award
that cease to be subject to the award (other than by reason of exercise or settlement of the award to the extent it is exercised for
or settled in shares) shall again be available for issuance in connection with future grants of awards under each of the 2023 Stock Option
Plans.

 Withholding

 Our
company may require participants to pay to our company the amount of any taxes that our company is required by applicable federal, state,
local or foreign law to withhold with respect to the grant, vesting or exercise of awards granted under the 2023 Stock Option Plans.

 Eligibility

 An
award may be granted to any officer, director or employee of our company (which we refer to as a Related Company, as defined in the 2023
Stock Option Plans), that the Plan Administrator from time to time selects. An award may also be granted to any consultant, agent, advisor
or independent contractor who provides services to our company or any Related Company, so long as such Consultant Participant: (a) is
a natural person; (b) renders bona fide services that are not in connection with the offer and sale of our company's securities
in a capital-raising transaction; and (c) does not directly or indirectly promote or maintain a market for our company's securities.

 Types
of Option Awards

 The
2023 Stock Option Plans provide for the grant of stock options, which may be incentive stock options (or ISOs) or nonqualified stock
options (or NSOs), which entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise
price), subject to the terms and conditions of the stock option grant. An option holder may pay the exercise price of an option in cash
or by any other method of payment which the Stock Option Administrator shall approve. Each of the 2023 Stock Option Plans provides that
an option has a term of 10 years from the grant date.

 The
exercise price of an ISO shall be at least 100% of the fair market value of the common stock on the grant date. If an ISO is granted
to a recipient who owns more than 10% of the total combined voting power of all classes of the stock of our company or of its parent
or subsidiary corporations (which we refer to as a Ten Percent Stockholder), the exercise price of the ISO shall not be less than 110%
of the fair market value of the common stock on the grant date.

 Taxation

 The
aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first
time by an option holder during any calendar year may not exceed $100,000. Options or portions thereof that exceed such limit will generally
be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more
than 10% of our company's total combined voting power or that of any of our company's affiliates unless the option exercise
price is at least 110% of the fair market value of common stock on the date of grant.

 Changes
to Capital Structure

 In
the event of certain changes in capitalization, including a stock split, stock dividend, or an extraordinary corporate transaction such
as any reorganization, merger, consolidation, recapitalization, or reclassification, proportionate adjustments will be made in the number
and kind of shares available for issuance under each of the 2023 Stock Option Plans, the number and kind of shares subject to each outstanding
award, and/or the exercise price of each outstanding award.

 Transferability

 Awards
granted under the 2023 Stock Option Plans may not be assigned, pledged, or transferred in any manner, other than by will or by the applicable
laws of descent and distribution, and may be exercised, during the lifetime of the participant, only by the participant. Notwithstanding
the foregoing, the Plan Administrator may, in its discretion, permit award transfers after the participant's death. If the Plan
Administrator makes an award transferable, such award will be subject to all the terms and conditions of the plan and those contained
in the instrument evidencing the award.

 Amendment
and Termination

 Our board may amend, suspend or terminate each of the 2023 Stock Option Plans at
any time. Any such termination will not affect outstanding awards. No amendment, alteration, suspension, or termination of the 2023 Stock
Option Plans will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and our company.
Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number
of shares of common stock available for issuance under each of the 2023 Stock Option Plans and (ii) to change the persons or class of
persons eligible to receive awards under each of the 2023 Stock Option Plans. Unless sooner terminated, the February 2023 Stock Option
Plan shall terminate ten years after the earlier of the plan's adoption by the board and approval by our company's stockholders.

 2025
Equity Incentive Plan

 On February 28, 2025, the board approved the Nano Nuclear Energy Inc. 2025 Equity
Incentive Plan (the "2025 Plan"), effective as of February 28, 2025. The 2025 Plan was approved by the shareholders on April
23, 2025, which replaced the 2023 Stock Option Plans.

 The
following description of the principal terms of the 2025 Plan is a summary and is qualified in its entirety by their full text and all
amendments thereto.

 Purpose

 The
purpose of the 2025 Plan is to enhance our ability to attract, retain and motivate persons who make important contributions to us by
providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked
compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those
of our stockholders.

 Eligibility

 The Administrator (as defined below) may grant awards to any director, employee
or consultant of the Company or its subsidiaries. Only employees are eligible to receive incentive stock options. As of the date of this
Report, approximately 67 individuals will be eligible to participate in the 2025 Plan, which includes approximately 4 non-employee directors,
37 full-time employees, and 26 consultants.

 Administration

 The 2025 Plan will be administered by the board or one or more committees or subcommittees
of the board, which will be comprised, unless otherwise determined by the board, solely of not less than two members who will be non-employee
directors (a "Committee"), or any officer that has been delegated administrative authority pursuant to the 2025 Plan for the
duration such delegation is in effect (collectively, the "Administrator"). The Administrator, which initially will be the
Compensation Committee of our board of directors, will have full power to (i) designate participants; (ii) determine the type or types
of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine
whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards
or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities,
other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile
any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2025 Plan and any instrument
or agreement relating to, or award granted under, the 2025 Plan; (viii) establish, amend, suspend, or waive any rules and regulations
and appoint such agents as the administrator shall deem appropriate for the proper administration of the 2025 Plan; (ix) accelerate the
vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) to reprice existing awards or to grant awards in connection
with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take
any other action that the administrator deems necessary or desirable for the administration of the 2025 Plan.

 Share
Reserve

 The maximum aggregate number of shares of Common Stock that may be issued under
the 2025 Plan is the sum of (A) 4,750,000, plus (B) any shares that are available under the 2023 Stock Option Plans as of the effective
date of the 2025 Plan, plus (C) an increase commencing on January 1, 2026, and continuing annually on each anniversary thereof through
and including January 1, 2035, equal to the lesser of (i) 5% of the shares of Common Stock outstanding on the last day of the immediately
preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the board or the Committee.

 10,000,000
shares of Common Stock may be issued upon the exercise of incentive stock options.

issuable under the 2025 Plan may be authorized, but unissued, or reacquired. Shares underlying any awards under the 2025 Plan that are
settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise
price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back
to the Shares available for issuance under the 2025 Plan, although shares shall not again become available for issuance as incentive
stock options. Additionally, shares of Common Stock issued as "substitute awards" (as defined in the 2025 Plan) will not
count against the 2025 Plan's share limit, except substitute awards that are incentive stock options will count against the incentive
stock option limit.

 The
share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company
(see Equitable Adjustments below).

 Annual
Limitation on Awards to Non-Employee Directors

 The 2025 Plan contains a limitation whereby the value of all awards under the 2025
Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 for the first calendar year
a non-employee director is initially appointed to the board, and $500,000 in any other calendar year.

 Types
of Awards

 The
2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards,
dividend equivalent awards, and other stock- or cash-based awards (collectively, "awards").

 Stock
Options. The 2025 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and options that do not so qualify. Options granted under the 2025
Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options.
Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to
any persons eligible to receive awards under the 2025 Plan.

 The
exercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair
market value of one share of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater
stockholder, 110% of such share's fair market value. The term of each option will be set by the Administrator and may not exceed
ten (10) years from the date of grant (or five (5) years for an incentive stock option granted to a 10% or greater stockholder). The
Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such
options.

 Upon
exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the Administrator, by surrender
of other shares of Common Stock that meet the conditions established by the Administrator to avoid adverse accounting consequences to
the Company, by broker-assisted cashless exercise, by delivery of a notice of "net exercise" to the Company, such other consideration
and method of payment to the extent permitted by applicable law, or any combination of the foregoing methods of payment.

 Stock
Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as it may
determine. Stock appreciation rights entitle the recipient to shares of Common Stock or cash, equal to the value of the appreciation
in the Company's stock price over the exercise price, as set by the Administrator and which will be at least equal to the fair
market value of a share of Common Stock on the grant date. The term of each stock appreciation right will be set by the Administrator
and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each stock appreciation right
may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

 Restricted
Stock. A restricted stock award is an award of shares of Common Stock that vest in accordance with the terms and conditions established
by the Administrator. The Administrator will determine the persons to whom grants of restricted stock awards are made, the number of
restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted
stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted
stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges
of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to
receive cash dividends, if applicable.

 Restricted
Stock Units. Restricted stock units are the right to receive shares of Common Stock at a future date in accordance with the terms
of such grant upon the attainment of certain conditions specified by the Administrator. Restrictions or conditions could include, but
are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time
or other restrictions or conditions. The Administrator determines the persons to whom grants of restricted stock units are made, the
number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture,
the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The
value of the restricted stock units may be paid in Common Stock, cash, other securities, other property, or a combination of the foregoing,
as determined by the Administrator.

 The
holders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under
the 2025 Plan may, at the Administrator's discretion, provide for a right to dividend equivalents.

 Performance
Awards. The Administrator has the authority to grant stock options, stock appreciation rights, restricted stock, or restricted stock
units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance
criteria. For each performance period, the Administrator will have the sole authority to select the length of such performance period,
the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the
level(s) of performance which shall result in a performance award being earned. At any time, the Administrator may adjust or modify the
calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance
period and that in the Administrator's sole discretion, warrants adjustment or modification. Depending on the type of performance
award granted, the previously discussed terms and conditions will also apply to a performance award.

 Performance
criteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more
subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation,
any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after
taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit
(before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or
sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash
flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company's
equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;
(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense
targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working
capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels
and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)
timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii)
strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance
criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a
whole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance
criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that
the Administrator deems appropriate, or as compared to various stock market indices.

 Dividend
Equivalents. An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one
share of Common Stock while the holder's tandem award is outstanding. Dividend equivalents may be paid currently or credited to
an account for the participant, settled in cash or Common Stock, and subject to the same restriction on transferability and forfeitability
as the award with respect to which the dividend equivalents are granted.

 Other
Stock- or Cash-Based Awards. Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards
granted under the 2025 Plan and/or cash awards made outside of the 2025 Plan. The Administrator shall have authority to determine the
service providers to whom and the time or times at which other stock-based awards shall be made, the amount of such other stock-based
awards, and all other conditions of the other stock-based awards, including any dividend and/or voting rights. The Administrator may
grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator
may determine.

 Repricing

 Notwithstanding
anything to the contrary in the 2025 Plan, unless a repricing is approved by shareholders, in no case may the Administrator (i) amend
an outstanding option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding
option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange,
or surrender an outstanding option or stock appreciation right in exchange for an option or stock appreciation right with an exercise
price that is less than the exercise price of the original award.

 Tax
Withholding

 Participants
in the 2025 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required
by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Without limitation, the Administrator
may, in its sole discretion, permit a participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery
of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the participant having a fair market
value equal to such withholding liability, (B) having the Company withhold from the number of shares of Common Stock otherwise issuable
or deliverable pursuant to the exercise or settlement of the award a number of shares of Common Stock with a fair market value equal
to such withholding liability, (C) deducting an amount sufficient to satisfy such withholding obligation from any payment of any kind
otherwise due to a participant, (D) accepting a payment from the participant in cash, by wire transfer of immediately available funds,
or by check made payable to the order of the Company, or (E) if there is a public market for the shares of Common Stock at the time the
withholding obligation for a tax obligation is to be satisfied, selling shares issued pursuant to the award creating the withholding
obligation. The amount withheld pursuant to any of the foregoing payment forms will be determined by the Company and may be up to (but
not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the participant's
jurisdiction for all tax obligations that are applicable to such taxable income.

 Equitable
Adjustments

 In
the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,
repurchase or other change in corporate structure affecting the Common Stock, the Administrator will adjust (i) the number and class
of shares which may be delivered under the 2025 Plan (or number and kind of other securities or other property); (ii) the number, class
and price (including the exercise or strike price of options and stock appreciation rights) of shares of Common Stock subject to outstanding
awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards,
and (iv) the 2025 Plan's numerical limits.

 Change
in Control

 In
the event of a change in control (as defined in the 2025 Plan), each outstanding award shall be assumed or an equivalent award substituted
by the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless determined otherwise by the Administrator,
if a successor refuses to assume or substitute for the award, (A) the participant will fully vest in and have the right to exercise the
award, (B) all applicable restrictions will lapse, and (C) all performance objectives and other vesting criteria will be deemed achieved
at targeted levels.

 Transferability
of Awards

 Unless
determined otherwise by the Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner, except to a participant's estate or legal representative, and may be exercised, during the lifetime of the participant,
only by the participant.

 Term

 The 2025 Plan became effective on February 28, 2025, the date it was adopted by
our board, and, unless terminated earlier, the 2025 Plan will continue in effect for a term of ten (10) years.

 Amendment
and Termination

 Our board may amend, alter, suspend or terminate the 2025 Plan at any time. No
amendment or termination of the 2025 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between
the participant and the Company. Approval of the stockholders shall be required for any amendment, where required by applicable law, as
well as (i) to increase the number of shares of Common Stock available for issuance under the 2025 Plan and (ii) to change the persons
or class of persons eligible to receive awards under the 2025 Plan.

 Recoupment
Policy

 All
awards granted under the 2025 Plan, all amounts paid under the 2025 Plan, and all shares of Common Stock issued under the 2025 Plan shall
be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

 2025 Plan RSU Agreements to Executive Officers

 We enter into RSU award agreements (or
the 2025 RSU Award Agreements) pursuant to the 2025 Plan with our executive officers under similar terms from time to time. Under the
2025 RSU Award Agreements, each applicable executive officer is granted certain number of restricted
stock units under the 2025 Plan at certain fair value at each grant date.

 On
 June 3, 2025, the compensation committee of our board approved certain RSU grants to our executive officers, effective as of June
3, 2025.

 Restricted Stock Unit ("RSU") Grant

 Name of Executive Officer

 Value of Award (US$)

 Number of RSUs

 Fair Value per RSU on the Grant Date

 Vesting Schedule

 $
 4,018,086

 137,700

 $
 29.18

 One third (1/3) on each of

 $
 2,511,348

 86,064

 $
 29.18

 the first, second and

 $
 1,507,001

 51,645

 $
 29.18

 third anniversary

 Dr. Florent Heidet

 $
 804,055

 27,555

 $
 29.18

 of Grant Date

 On
 November 13, 2025, the compensation committee of our board approved certain additional RSU grants to our executive officers, effective
as of November 13, 2025.

 Restricted Stock Unit ("RSU") Grant

 Name
 of Executive Officer

 Value
 of Award (US$)

 of RSUs

 Fair
 Value per RSU on the Grant Date

 Grant
 Date

 Vesting
 Schedule

 Jay
 Jiang Yu

 $
 6,200,059

 183,978

 $
 33.70

13, 2025

 One
 third (1/3) on each of

 James
 Walker

 $
 3,000,041

 89,022

 $
 33.70

 13, 2025

 the first, second and

 Jaisun
 Garcha

 $
 1,800,086

 53,415

 $
 33.70

 13, 2025

 third
 anniversary

 Dr.
 Florent Heidet

 $
 380,035

 11,277

 $
 33.70

 13, 2025

 of Grant Date

 The foregoing RSUs were awarded under
and subject to the terms of the 2025 Plan. To memorialize the RSU grants, the Company entered into RSU Agreements with each of our executive
officers. The RSU Agreements contain substantially similar terms and conditions, pursuant to which each executive officer was granted
certain fixed amount of RSUs with certain applicable vesting schedules, subject to each officer's continued service with us through
each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will be accumulated and will vest only
when a whole RSU has accumulated.

 The shares of common stock underlying
each officer's RSUs have been registered under the Securities Act, but are subject to restriction given each officer's status
as an affiliate of the Company.

of Directors

 Independent
Director Agreements with Our Independent Directors

 We
have entered into independent director agreements with each of our independent directors under similar terms. In general, our independent
directors are not employees of our company, instead, they serve as independent contractors and can be terminated by either party at any
time. They may pursue any other activities and engagements during their terms of agreements with us.

to those agreements, each of our independent directors is (i) entitled to a cash compensation of $5,000 upon full execution of his agreements
with us, and an additional $10,000 at one year anniversary of such agreement, for services so rendered; and (ii) granted options to purchase
40,000 shares of our company's common stock at an exercise price of $3.00 per share, exercisable within three years. Those agreements
also contain customary restrictive covenants relating to confidentiality, non-competition, non-solicitation and non-disparagement, as
well as indemnification.

 The
term of those agreements is twenty-four (24) months commencing from their respective effective date of those agreements, subject to renewal
and early termination.

 Amendment to Compensatory Arrangements of Certain Officers

 On June 3, 2025, the compensation committee
of our board approved certain amendments to the compensation arrangements for our non-executive directors, effective as of June 3, 2025.

 Name of Independent Directors

 New Annual Cash Compensation

 $

 $

 $

 $

 Our
executive directors will not receive compensation in their capacity as directors. The following table shows the compensation paid to
our non-executive directors during the year ended September 30, 2025.

 Name and
 Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Awards
 ($)

 Stock Awards
 ($)

 Non-Equity
 Incentive Plan
 ($)

 All Other
 Compensation (1)
 ($)

 Total
 ($)

 2025

 -

 -

 100,724

 -

 250,753

 2024

 -

 -

 -

 -

 -

 25,000

 25,000

 2025

 -

 -

 100,724

 -

 250,753

 2024

 -

 -

 -

 -

 -

 35,000

 35,000

 2025

 -

 -

 100,724

 -

 250,753

 2024

 -

 -

 -

 -

 -

 35,000

 35,000

 2025

 -

 -

 -

 437,700

 -

 487,700

 2024

 -

 -

 -

 -

 -

 -

 -

 (1)

 Consists
 of consulting fees or directors fees paid and accrued pursuant to their respective consulting agreements with us.

 The following table provides information
regarding each stock options held by the named directors under the 2023 Stock Option Plans and the 2025 Plan as of the date of this Report.

 Grant
 Date

 Vesting
 Start date

 vested (#)

 unvested
 (#)

 exercise
 price
 ($)

 Expiration
 date

 30,000

 -

 $
 1.50

 February 10, 2026

 5,000

 -

 $
 28.32

 40,000

 -

 $
 3.00

 5,000

 -

 $
 28.32

 40,000

 -

 $
 3.00

 5,000

 -

 $
 28.32

 2025 Plan RSU Agreements to Non-Executive
Directors

 We enter into 2025 RSU Award Agreements
pursuant to the 2025 Plan with our non-executive directors under similar terms from time to time. Under the 2025 RSU Award Agreements,
each applicable non-executive director is granted certain number of RSUs under the 2025 Plan at
certain fair value at each grant date.

 On
 June 3, 2025, the compensation committee of our board approved certain RSU grants to our non-executive director, effective as of
June 3, 2025.

 RSU Grant

 Name of
 Independent Directors

 Value of Award (US$)

 Number of RSU

 Fair Value per RSU on the Grant Date

 Vesting Schedule

 $

 3,428

 $
 29.18

 June
3, 2025

 The
first anniversary

 $

 3,428

 $
 29.18

 of Grant Date

 $

 3,428

 $
 29.18

 June
3, 2025

 $
 437,700

 15,000

 $
 29.18

 50% vested on the last day of the six months from Grant Date; with the remaining 50% vested on the first anniversary of Grant Date

 On
 November 13, 2025, the compensation committee of our board approved certain additional RSU grants to our non-executive director,
effective as of November 13, 2025.

 RSU Grant

 Name
 of Independent Directors

 Value of Award (US$)

 Number of RSU

 Fair Value per RSU on the Grant Date

 Vesting Schedule

 $
 100,022

 2,968

 $
 33.70

 November 13, 2025

 T he
first anniversary of

 $
 100,022

 2,968

 $
 33.70

 November 13, 2025

 $
 100,022

 2,968

 $
 33.70

 November 13, 2025

 $
 100,022

 2,968

 $
 33.70

 November 13, 2025

 The foregoing RSUs were awarded under
and subject to the terms of the 2025 Plan. To memorialize the RSU grants, the Company entered into RSU Agreements with each of its independent
directors. The RSU Agreements contained substantially similar terms and conditions, pursuant to which each non-executive director was
granted certain fixed amount of RSUs with certain applicable vesting schedules, subject to each non-executive director's continued
service with us through each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will be accumulated
and will vest only when a whole RSU has accumulated.

 The shares of common stock underlying
each director's RSUs have been registered under the Securities Act, but are subject to restriction given each director's status
as an independent director of the Company.

 Outstanding
Equity Awards at Fiscal Year-End

 There
was no issuance of shares of common stock as equity awards to any of our executive officers and directors during the fiscal years ended
September 30, 2025 and 2024.

 ITEM
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth certain
information concerning the ownership of our common stock as of December 16, 2025, with respect to: (i) each person, or group of affiliated
persons, known to us to be the beneficial owner of more than 5% of our common stock; (ii) each of our directors; (iii) each of our named
executive officers; and (iv) all of our current directors and executive officers as a group.

 Applicable percentage ownership is based
on 50,474,294 shares of common stock outstanding as of December 16, 2025. We have determined beneficial ownership in accordance with the
rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment
power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options
or warrants held by that person that are currently exercisable or exercisable within 60 days of the date of this Report. We did not deem
such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as indicated by the
footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting
and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property
laws.

 Shares of common stock

Beneficially Owned

 Name and Address of Beneficial Owner (1)

 Percentage (2)

 5% or Greater Stockholders

 I Financial Ventures Group LLC. (3)

 10,700,000

 20.91

 %

 Executive Officers, Directors and Director Nominees

 Jay Jiang Yu (3)

 11,000,000

 21.37

 %

 James Walker (4)

 1,300,000

 2.53

 %

 Jaisun Garcha (5)

 590,000

 1.16

 %

 Dr. Florent Heidet

 —

 —

 Dr. Tsun Yee Law (6)

 135,000

 *

 Diane Hare (7)

 45,000

 *

 Dr. Kenny Yu (8)

 60,000

 *

 —

 —

 All directors and executive officers as a group (eight individuals)

 13,137,500

 25.54

 %

 *
Less than 1%.

 (1)

 Except as otherwise indicated, the business address of our directors and executive officers is 10 Times Square, 30 th Floor, New York, NY 10018.

 (2)

 Based on 50,474,294 shares of
 common stock outstanding as of December 16, 2025.

 (3)

 Represents 10,000,000 shares of common stock held by I Financial Ventures Group LLC. (or I Financial), a Limited Liability company incorporated under the laws of Delaware and includes 700,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days of the date of this Report and 300,000 shares of common stock issuable to Jay Jiang Yu upon the exercise of the vested options within 60 days of the date of this Report. Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, is the sole shareholder and director of I Financial, and exercises voting and dispositive power of the securities held by I Financial. The address of I Financial is c/o 10 Times Square, 30 th Floor, New York, NY 10018.

 (4)

 Represents 300,000 shares of common stock held by James Walker, our Chief Executive Officer and director, and includes 1,000,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

 (5)

 Represents 250,000 shares of common stock held by Jaisun Garcha, our Chief Financial Officer and director, and includes 340,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

 (6)

 Represents 100,000 shares of common stock held by Dr. Tsun Yee Law, our independent director, and includes 35,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

 (7)

 Includes 45,000 shares of common stock issuable upon the exercise of the vested options by Diane Hare, our independent director, within 60 days of the date of this Report.

 (8)

 Represents 15,000 shares of common stock held by Dr. Kenny Yu, our independent director, and includes 45,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

 Changes
in Control

 None.

 ITEM
13. Certain Relationships and Related Transactions, and Director Independence

 The
following is a description of transactions since February 8, 2022 (inception) to which we were a party in which (i) the amount involved
exceeded or will exceed $120,000 and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or
any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct
or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements,
which are described under "Executive Compensation."

 Relationship
with LIS Technologies

 In
August 2024, we invested $2,000,000 as an equity investment into LIST as part of its $11.88 million seed funding round. This additional
capital into LIST is anticipated to help fuel the development of its proprietary, patented advanced laser enrichment technology.

 LIST
is a U.S. based, proprietary developer of a patented advanced laser technology, making use of infrared wavelengths to selectively excite
the molecules of desired isotopes to separate them from other isotopes. LIST's Laser Isotope Separation Technology ("L.I.S.T")
has a huge range of applications, including LIST being the only U.S.-origin (and patented) laser uranium enrichment company, and several
major advantages over traditional methods such as gas diffusion, centrifuges, and prior art laser enrichment. The L.I.S.T proprietary
laser-based process is more energy-efficient and has the potential to be deployed with highly competitive capital and operational costs
due to high throughput, high duty cycle and reduced complexity compared to competing technologies.

 L.I.S.T
is optimized for LEU (Low Enriched Uranium) for existing civilian nuclear power plants, HALEU for the next generation of Small Modular
Reactors (SMR) and microreactors like the ones we are developing, the production of stable isotopes for medical and scientific research,
and applications in quantum computing manufacturing for semiconductor technologies. For laser enrichment of uranium, this method has
sufficient selectivity that will enable the production of LEU in a single stage and HALEU in two stages.

 Concurrently
with our investment in LIST, we entered into an agreement with LIST to collaborate and assist in developing their technologies to secure
a fuel supply for our future operations and the wider nuclear energy industry. The parties intend that LIST will provide us with enriched
UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be
agreed to between the companies in the future. Through collaboration with LIST, we anticipate that we will build supportive facilities
around LIST's enrichment facility, including such facilities as deconversion and fuel fabrication.

 We
also leased approximately 7,000 square feet of dedicated space within our Oak Ridge, Tennessee based nuclear technology facility to LIST
to enable the next phase of the revitalization of its proprietary laser-based process. We lease this space to LIST for $7,000 per month.
The lease is effective on September 2, 2024 and has a term ending on September 1, 2034.

 Our
relationship with LIST is considered a related party transaction since certain of our executive directors and officers, including Jay
Jiang Yu, Jaisun Garcha, and Dr. Tsun Yee Law, also serve as directors and officers for
LIST, and James Walker serves as a consultant to LIST. Our investment in LIST was unanimously approved by all of our disinterested independent
directors.

 Facilities

 See " Item 2 - Properties. "

 Share
Issuances

 See "Item 5 - Recent
Sales of Unregistered Securities."

 Employment
Arrangements with Senior Executives

 See " Item 11 - Executive
Compensation."

 Company
Policies on Related Party Transactions

 A
"Related Party Transaction" is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is
or will be a participant, the amount of which involved exceeds $120,000 in any one fiscal year, and in which any related person had,
has or will have a direct or indirect material interest. A "Related Person" means:

 any
 person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee
 to become one of our directors;

 any
 person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities;

 any
 immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
 father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner
 of more than 5.0% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of
 such director, executive officer or beneficial owner of more than 5.0% of any class of our voting securities; and

 any
 firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a
 similar position or in which such person has a 5% or greater beneficial ownership interest in any class of our company's voting
 securities.

 Our board intends to adopt a related party transactions policy. Pursuant to this
policy, our Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into
the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related
Party Transaction, our Audit Committee shall consider, among other factors, the following: (i) whether the Related Party Transaction is
on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii)
the extent of the Related Person's interest in the transaction. Further, the policy will require that all Related Party Transactions
required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

 ITEM
14. Principal Accounting Fees and Services

 The
following table sets forth the fees billed by our independent accountant, WithumSmith+Brown, PC (or Withum) for the fiscal years ended
September 30, 2025 and 2024.

 Year
 Ended September 30,

 2025

 2024

 Audit fees

 $
 420,980

 $
 235,200

 Audit-related fees

 $
 -

 $
 -

 Tax fees

 $
 23,150

 $
 12,792

 All other fees

 $
 -

 $
 -

 Audit
Fees

 Audit
fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are
normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered
for the audit of our annual financial statements, quarterly reviews and review of the financial information included in our
registration statements with the SEC for the years ended September 30, 2025 and 2024 totaled $420,980 and $235,200,
respectively.

 Audit-Related
Fees

 Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under "Audit Fees." These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay any fees for consultations
concerning financial accounting and reporting standards for the fiscal years ended September 30, 2025 and 2024.

 Tax
Fees

 Tax
fees include professional services rendered in connection with tax compliance and preparation of tax returns. We paid Withum $23,150
and $12,792 for tax related fees for the fiscal years ended September 30, 2025 and 2024.

 All
Other Fees

 All
other fees relate to professional services are not included in the categories above. We did not pay any other fees for the fiscal years
ended September 30, 2025 and 2024.

 Procedures
For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

 Our
audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 ITEM
15. Exhibits and Financial Statements Schedules

 (a)

 The
 following documents are filed as part of this Report:

 (1)

 Financial
 Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

 Balance Sheets

 Statements of Operations

 Statements of Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 (2)

 Financial
 Statement Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)

 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 ITEM
16. Form 10-K Summary.

 Not
applicable.

 NANO
NUCLEAR ENERGY INC.

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

 Consolidated Balance Sheets as of September 30, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended September 30, 2025 and 2024

 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended September 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and the Board of Directors of

 Nano
Nuclear Energy Inc. and Subsidiaries:

 Opinion
on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance sheets of Nano Nuclear Energy, Inc. and Subsidiaries (the "Company")
as of September 30, 2025 and 2024, and the related consolidated statements of operations, stockholders' equity and cash flows for
the years ended September 30, 2025 and 2024, and the related notes to the consolidated financial statements (collectively referred to
as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company as of September 30, 2025 and 2024, and the consolidated results of its operations
and its cash flows for the years ended September 30, 2025 and 2024, in conformity with accounting principles generally accepted in the
United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included
performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
 WithumSmith+Brown, PC

 We
have served as the Company's auditor since 2023.

 New
York, New York

 December 18, 2025

 PCAOB
ID Number 100

 F- 2

 NANO

 CONSOLIDATED
BALANCE SHEETS

 30, 2024

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 203,265,052

 $
 28,507,257

 Accounts receivable, net

 250,000

 -

 Prepaid expenses

 902,861

 833,947

 Deposits,
 current

 250,000

 -

 Total current assets

 204,667,913

 29,341,204

 Deferred offering costs

 300,000

 -

 Deposits, non-current

 269,235

 235,235

 Property, plant and equipment,
 net

 9,783,777

 1,689,607

 Right-of-use assets

 2,560,896

 1,830,124

 Long-term investments,
 related party

 In-process
 research and development

 9,075,045

 -

 Total assets

 $
 228,656,866

 $
 35,096,170

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 Current liabilities:

 Accounts payable and accrued
 liabilities

 $
 1,314,596

 $
 761,479

 Due to related parties

 -

 25,000

 Lease liabilities, current

 534,128

 281,352

 Contingent
 consideration

 1,978,000

 770,500

 Total current liabilities

 3,826,724

 1,838,331

 Lease liabilities, non-current

 2,261,414

 1,650,383

 Total liabilities

 6,088,138

 3,488,714

 Stockholders' equity

 Preferred stock, $ 0.0001 par value; 25,000,000
 authorized as of September 30, 2025 and September 30, 2024; none issued and outstanding as of September 30, 2025 and September 30,
 2024

 -

 -

 Common stock, $ 0.0001 par value; 275,000,000
 authorized as of September 30, 2025 and September 30, 2024; 41,738,358 and 30,715,663 shares issued and outstanding as of September
 30, 2025 and September 30, 2024, respectively

 4,173

 3,072

 Additional paid-in capital

 280,065,412

 49,038,165

 Accumulated
 deficit

 ( 57,500,857
)

 ( 17,433,781
)

 Total stockholders'
 equity

 222,568,728

 31,607,456

 Total liabilities and
 stockholders' equity

 $
 228,656,866

 $
 35,096,170

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 NANO

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
 the Year Ended

 For
 the Year Ended
 30, 2024

 Operating
 expenses

 General and
 administrative

 $
 29,562,520

 $
 6,850,993

 Research and development

 15,446,513

 3,725,565

 Change
 in fair value of contingent consideration

 1,207,500

 ( 66,000
)

 Loss from operations

 ( 46,216,533
)

 ( 10,510,558
)

 Other income

 6,149,457

 359,002

 Net
 loss

 $
 ( 40,067,076
)

 $
 ( 10,151,556
)

 Net loss per share of common stock:

 Basic

 $
 ( 1.06
)

 $
 ( 0.39
)

 Diluted

 $
 ( 1.06
)

 $
 ( 0.39
)

 Weighted-average shares
 of common stock outstanding:

 Basic

 37,910,547

 26,222,442

 Diluted

 37,910,547

 26,222,442

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 NANO

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 For
the Year Ended September 30, 2025

 Common

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Capital

 Deficit

 Balance as of September 30,
 2024
 -

 30,715,663

 $
 3,072

 $
 49,038,165

 $
 ( 17,433,781
)

 $
 31,607,456

 -

 Common stock issuances

 8,824,183

 206,399,132

 -

 206,400,015

 Offering costs

 -

 -

 ( 15,076,556
)

 -

 ( 15,076,556
)

 Exercise of warrants

 1,254,512

 18,476,051

 -

 18,476,174

 Exercise of stock options

 944,000

 2,404,405

 -

 2,404,500

 Equity-based compensation

 -

 -

 18,824,215

 -

 18,824,215

 Net loss
 -

 -

 ( 40,067,076
)

 ( 40,067,076
)

 -

 Balance as of September
 -

 41,738,358

 $
 4,173

 $
 280,065,412

 $
 ( 57,500,857
)

 $
 222,568,728

 For
the Year Ended September 30, 2024

 Additional
 Paid-in
 Capital

 Accumulated
 Deficit

 Total
 Stockholders' Equity

 Mezzanine

 Permanent

 Additional
 Paid-in
 Capital

 Accumulated

 Deficit

 Total

 Stockholders'

 Balance as of September 30, 2023

 $
 5,000,000

 23,184,869

 $
 2,319

 $
 9,288,553

 $
 ( 7,282,225
)

 $
 2,008,647

 Balance

 $
 5,000,000

 23,184,869

 $
 2,319

 $
 9,288,553

 $
 ( 7,282,225
)

 $
 2,008,647

 Mezzanine equity conversion

 ( 2,000,000
)

 ( 5,000,000
)

 4,999,800

 -

 5,000,000

 Common stock issuances

 -

 -

 4,804,019

 34,953,456

 -

 34,953,937

 Offering costs

 -

 -

 -

 -

 ( 3,629,829
)

 -

 ( 3,629,829
)

 R&D acquisition common stock issuances

 -

 -

 786,495

 -

 786,500

 Exercise of warrants

 -

 -

 63,775

 1,275,494

 -

 1,275,500

 Exercise of stock options

 -

 -

 593,000

 1,043,941

 -

 1,044,000

 Equity-based compensation

 -

 -

 20,000

 320,255

 -

 320,257

 Net loss

 -

 -

 -

 -

 -

 ( 10,151,556
)

 ( 10,151,556
)

 Balance as of September 30, 2024

 -

 $
 -

 30,715,663

 $
 3,072

 $
 49,038,165

 $
 ( 17,433,781
)

 $
 31,607,456

 Balance

 -

 $
 -

 30,715,663

 $
 3,072

 $
 49,038,165

 $
 ( 17,433,781
)

 $
 31,607,456

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 NANO

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
 the Year Ended

 For
 the Year Ended
 30, 2024

 OPERATING ACTIVITIES

 Net loss

 $
 ( 40,067,076
)

 $
 ( 10,151,556
)

 Adjustments to reconcile net loss to net cash
 used in operating activities:

 Equity-based compensation

 18,824,215

 320,257

 Amortization of right-of-use
 assets

 295,576

 96,532

 Depreciation

 355,162

 10,393

 R&D acquisition paid-in
 equity

 -

 786,500

 Changes in fair value of
 contingent liability

 1,207,500

 -

 Change in assets and liabilities:

 Prepaid expenses

 ( 68,914
)

 ( 628,090
)

 Deposits

 ( 284,000
)

 ( 235,235
)

 Accounts receivable

 ( 250,000
)

 -

 Accounts payable and accrued
 liabilities

 553,115

 571,474

 Due to related parties

 ( 25,000
)

 ( 10,000
)

 Lease liabilities

 ( 162,541
)

 5,079

 Contingent
 liability

 -

 770,500

 Net
 cash used in operating activities

 ( 19,621,963
)

 ( 8,464,146
)

 INVESTING ACTIVITIES

 In-process research and
 development

 ( 9,075,045
)

 -

 Increase in long-term investments

 -

 ( 2,000,000
)

 Additions
 to property, plant and equipment

 ( 8,449,332
)

 ( 1,700,000
)

 Net
 cash used in investing activities

 ( 17,524,377
)

 ( 3,700,000
)

 FINANCING ACTIVITIES

 Proceeds from common stock
 issuances

 206,400,015

 34,953,937

 Offering costs

 ( 15,076,556
)

 ( 3,554,829
)

 Proceeds from exercise of warrants

 18,476,176

 1,275,500

 Proceeds from exercise
 of stock options

 2,404,500

 1,044,000

 Payment
 of deferred offering costs

 ( 300,000
)

 -

 Net
 cash provided by financing activities

 211,904,135

 33,718,608

 Net increase in cash

 174,757,795

 21,554,462

 Cash and cash equivalents,
 beginning of year

 28,507,257

 6,952,795

 Cash and cash equivalents,
 end of year

 $
 203,265,052

 $
 28,507,257

 Non-Cash Supplemental Disclosures

 Inception of Right-of-Use Asset / Lease Liability

 $
 1,026,348

 $
 1,926,178

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NANO

 NOTES

 1.
 ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

 NANO
Nuclear Energy Inc. ("NANO", the "Company", "we", "us", "our" and similar
terminology) was incorporated under the laws of the State of Nevada on February 8, 2022 ("Inception") and is headquartered
in New York, New York. The Company is an early-stage nuclear energy company developing smaller, simpler, and safer advanced portable
clean energy solutions utilizing advanced proprietary reactor designs, intellectual property and research methods.

 The
Company is principally focused on the following four business lines as part of its development strategy:

 Reactor Business. The Company's on-demand capable, advanced nuclear microreactors currently in development are (i)
 the fixed installation KRONOS MMR Energy System, (ii) ZEUS, a portable modular solid core battery reactor, and
 (iii) the space focused, portable LOKI MMR. The KRONOS MMR reactor targets new markets beyond
 those targeted by the Company's smaller microreactors, which are designed for more remote locations, such as island and remote
 communities, remote industry such as mining projects or oil and gas. The KRONOS MMR reactor will target
 larger population centers, industrial heat for larger industries, data and artificial intelligence centers for the tech industry,
 and LOKI MMR will target extra-terrestrial applications. The ZEUS microreactor has moved from the
 design stage to physical test work stages, with materials testing, irradiation testing, and initial rig construction currently underway,
 to ensure the accuracy of the Company's modelled reactor and to optimize the dimensions and composition of the system. In March
 2025, the Company announced that it had assembled the first reactor core hardware of the ZEUS microreactor for initial non-nuclear
 testing. The Company envisions readily replaceable microreactors which it can provide to customers in several sectors, including
 data centers, artificial intelligence computer and quantum computing; crypto mining; military applications; disaster relief; transportation
 (including shipping); mining projects; water desalination and green hydrogen plants; remote habitation, and space exploration. The
 KRONOS and LOKI designs and related intellectual property and other assets were acquired on January 10, 2025 (see Note
 9 for further information). Through its subsidiary, Nano Nuclear Space Inc., the Company is seeking to explore the potential commercial
 applications of developing micronuclear reactor technology in space.

 Fuel
 Processing Business. Through its subsidiary, HALEU Energy Fuel Inc., and in coordination with the Department of Energy ("DOE"),
 the Company is also seeking to develop a domestic low-enriched uranium (LEU) and high-assay low-enriched uranium (HALEU) fuel supply
 chain to supply fuel not only for its own reactors but also to the broader advanced nuclear reactor industry. In December 2024, the
 Company announced that LIS Technologies Inc., a related party through common ownership and management ("LIST") (see Note
 8), and the Company were selected by the DOE to participate as one of six contract awardees in the DOE's Low-Enriched Uranium
 (LEU) Enrichment Acquisition Program ("LEU Acquisition Program"). Under the contract awarded to LIST, LIST was selected
 as the prime contractor, with the Company as the key subcontractor bringing the Company's technical and regulatory expertise
 in advanced nuclear solutions to the collaboration (see Note 8 for further information).

 Fuel
 Transportation Business. Through its subsidiary, Advanced Fuel Transportation Inc., the Company is developing a high-capacity
 HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America. The Company is also examining
 strategic acquisitions within the nuclear transportation industry to provide the Company with the in-house capability to move its
 own materials and reactors, although as of the date of these consolidated financial statements, the Company has not entered into
 any definitive agreements with any third party for such acquisitions.

 Consultation Services. The Company also plans on providing nuclear service support and consultation services for the expanding
 and resurgent nuclear energy industry, both domestically and internationally. We are currently evaluating strategic acquisitions
 or collaborations to expand our business operations and formally establish our consulting services, and have commenced several material
 discussions with potential targets for such acquisitions or collaborations, but as of the date of these consolidated financial statements,
 we have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention to
 acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business
 in coordination with certain outside academic institutions, which we anticipate would require approximately $ 2 million over the next
 twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services.

 These
consolidated financial statements include the accounts of the Company and its wholly owned legal subsidiaries, American Uranium Inc.,
HALEU Energy Fuel Inc., Advanced Fuel Transportation Inc., Nano Nuclear Space Inc., KRONOS MMR Inc., and LOKI MMR Inc. Each of these
subsidiaries is a Nevada corporation.

 As
used herein, the term "Common Stock" refers to the common stock, $ 0.0001 par value per share, of the Company.

 Liquidity

 These
consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement
of liabilities in the normal course of business. At September 30, 2025, the Company had working capital of $ 200,841,189 and accumulated
deficit of $ 57,500,857. For the year ended September 30, 2025, the Company had net loss of $ 40,067,076, and negative cash flows from
operations of $ 19,621,963. At September 30, 2024, the Company had working capital of $ 27,502,873 and accumulated deficit of $ 17,433,781.
For the year ended September 30, 2024, the Company had net loss of $ 10,151,556, and negative cash flows from operations of $ 8,464,146.
The ability of the Company to continue as a going concern is dependent on the Company's ability to secure financing from capital
markets or other sources, including investors, loans, government grants or alternative funding and, ultimately, on the Company's
ability to generate revenue and profitable operations. Management is of the opinion that sufficient working capital is available to meet
the Company's liabilities and commitments as they become due at least for the next twelve months after the date the consolidated
financial statements are issued to conform to the going concern uncertainty period. During the year ended September 30, 2025, the Company
received approximately $ 18.5 million from exercises of warrants, $ 2.4 million from exercises of stock options, and net proceeds of approximately
$ 191 million from the Company's October 2024 Follow-on Offering (as defined in Note 4 below), its November 2024 Private Placement
offering (as defined in Note 4), and its May 2025 Private Placement Offering (as defined in Note 4). In order to achieve the Company's
long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support its growth in the
future. After September 30, 2025, the Company completed a private placement offering generating gross proceeds of approximately $ 400
million. See Note 11 for further information.

 F- 7

 NANO

 NOTES

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). The consolidated financial statements include the accounts of NANO and its wholly
owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

 Cash
Equivalents

 The
Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates,
judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and
matters such as, but not limited to, equity-based compensation, right of use assets and lease liabilities, and contingencies are
reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the
reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on
the consolidated statements of operations during the years presented. Actual results could differ from those estimates.

 Fair
Value Measurement

 The
Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined
based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions,
the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various
valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below.

 Level
1 – Quoted prices in active markets for identical instruments.

 Level
2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 Level
3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The
Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment
and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on
the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments,
including prepaid expenses and accounts payable, approximates fair value due to their short maturities.

 F- 8

 NANO

 NOTES

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The
Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2025
and 2024. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial
condition, results of operations, and cash flows.

 Accounts
Receivable

 Accounts
receivable include commercial accounts receivable associated with other income corresponding to consulting services provided by the Company.
Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating
client-specific conditions, including adverse situations that may affect a client's ability to pay, as well as both microeconomic
and macroeconomic factors.

 Prepaid
Expenses

 Prepaid
expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

 Property,
Plant and Equipment

 Property,
plant and equipment are measured at cost less accumulated depreciation and impairment charges. When components of an item of property,
plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment and depreciated
separately. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal
with the carrying amount of property, plant and equipment and are recognized in earnings.

 In-process
Research and Development

 In-process
research and development ("IPR&D") represents incomplete research and development projects that had not reached technological
feasibility as of their acquisition date in 2025. Due to the nature of IPR&D, the expected life is indefinite, and it will be evaluated
periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has
completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet
its design specifications including functions, features and technical performance requirements. IPR&D is amortized over its estimated
useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities,
management has determined that technological feasibility has not yet been reached. Management has not identified any indicators that
would suggest any impairment of the IPR&D. If IPR&D is determined not to have technological feasibility or is abandoned, it will
be impaired or written off at such time.

 Depreciation

 Depreciation
is calculated over the depreciable amount, which is the cost of the asset less its residual value. Depreciation methods, useful lives
and residual values are reviewed at each reporting period and are adjusted if appropriate. Assets are depreciated according to the straight-line
method based on estimated useful lives as follows:

 SCHEDULE OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES

 Land

 Not
 depreciated

 Buildings

 years

 Leasehold
improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease.

 Leases

 The
Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either
finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or
on a straight-line basis over the term of the lease. As of September 30, 2025, the Company had two long-term operating leases. As of
September 30, 2024, the Company had one long-term operating lease.

 Long-term
leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet
paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease
is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the
lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term.

 Warrant
Instruments

 The
Company accounts for warrants issued in connection with the private placement in accordance with the guidance contained in Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, "Derivatives and
Hedging". Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

 Investments
in Equity – Related Party

 The
Company accounts for investments in equity that are within the scope of ASC 321-10, "Investments - Equity Securities" ("ASC
321-10"), as either (1) investments with a readily determinable fair value, which are recorded at fair value or (2) investments
without a readily determinable fair value, which are recorded at cost less any impairment. Equity investments that are initially concluded
to not have a readily determinable fair value are reassessed at each reporting period. If the Company identifies observable price changes
in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as
of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, "Fair Value Measurement".

 As
of September 30, 2025 and 2024, the Company had investments in equity of $ 2.0 million, representing the Company's equity investment
in LIST (see Note 8). The equity investments were accounted for in accordance with ASC 321-10, and the Company accounted for the equity
investments at cost less impairment because there were no readily determinable fair values for these investments as of September 30,
2025. No impairment was recorded during the years ended September 30, 2025 and 2024. The investments were recognized as other assets
on the Company's consolidated balance sheets.

 Mezzanine

 The
Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder,
but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate
the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders' equity. See Note 4 for
further information.

 F- 9

 NANO

 NOTES

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Equity-Based

 Equity-based
compensation for employees and non-employees is measured using a fair value-based method for all equity-based awards. The Company recognizes
equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option
vesting term. Vesting terms vary based on the individual grant terms. The Company estimates the fair value of an equity-based award using
a closed option valuation (Black-Scholes) pricing model. Equity-based compensation is recorded as either a general and administrative
expense or a research and development expense in the consolidated statements of operations. The Company has elected to account for forfeitures
of stock-based awards as they occur.

 The
Black-Scholes pricing model requires the input of certain assumptions that require the Company's judgment, including the expected
term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based
compensation represent management's best estimates, but these estimates involve inherent uncertainties and the application of judgment.
As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different
in the future.

 The
Company's assumptions utilized in the Black-Scholes price model are as follows: (1) fair market value of stock price on date of
grant; (2) the volatility of its underlying stock; which is estimated using an average of the historical volatility of a group of comparable
publicly traded companies due to the Company's lack of trading history; (3) expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future;
(4) risk-free rate based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term estimated based
on the vesting and contractual term of the stock option grant.

 Research
and Development

 Research
and development ("R&D") expenses represent costs incurred for designing and engineering products, including the costs
of developing design tools, as well as the costs to acquire technology and other assets from third parties. All research and development
costs related to product development are expensed as incurred.

 Advertising
Costs

 Advertising
costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statements
of operations. Advertising costs expensed were approximately $ 453,000 and $ 902,000, respectively, for the years ended September 30, 2025
and 2024.

 Legal
Contingencies

 The
Company is presently involved in two stockholder-initiated legal proceedings. One of such proceedings was dismissed at the trial court
level in April 2025 but remains subject to appeal. The other proceeding is currently subject to a motion to dismiss. Given the status
of these legal proceedings, the Company cannot reasonably estimate at September 30, 2025 the amount of any potential financial loss or
cost that could result from these proceedings. The Company records liabilities for losses from legal proceedings when it determines that
it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated.

 Income
Taxes

 Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss
and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is "more
likely than not" that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of
deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company
considers multiple factors in its evaluation of the need for a valuation allowance.

 On July 4, 2025, the U.S. federal government enacted tax legislation referred to as the One Big Beautiful Bill Act
("OBBBA"). The OBBBA, among other things, makes permanent 100% bonus depreciation for certain capital expenditures and immediate
deduction for domestic research or experimental expenditures (R&D deduction). This legislation was effective for the Company's
consolidated financial statements for the year ended September 30, 2025, except for the R&D deduction which will be effective for
the Company's fiscal year 2026. The enactment of the OBBBA did not have a material impact on the Company's consolidated financial
statements for the year ended September 30, 2025. The Company is currently assessing the impact of the OBBBA on future periods.

 F- 10

 NANO

 NOTES

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Income
Taxes (Continued)

 Until
an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets.
Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance
until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company
changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance
with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax
positions that meet a "more-likely-than-not" threshold, the Company recognizes the benefit of uncertain tax positions in
the consolidated financial statements. The Company's practice is to recognize interest and penalties, if any, related to uncertain
tax positions in income tax expense in the consolidated statements of operations. All of the Company's historical tax returns remain
subject to examination by taxing jurisdictions. At September 30, 2025 and 2024, the Company does not believe it has any uncertain tax
positions that would require either recognition or disclosure in the accompanying consolidated financial statements.

 Net
Loss per Share

 Basic
earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by
the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common
shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted-average
number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive
common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and
the incremental shares issuable upon conversion of similar instruments.

 In
computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the
inclusion of the common share equivalents would be anti-dilutive.

which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of September
30:

OF SHARES EXCLUDED FROM DILUTED PER SHARE AMOUNT

 2025

 2024

 Stock options

 3,774,000

 3,539,000

 Warrants

 3,127,319

 817,864

 Restricted share units

 350,748

 -

 Total shares excluded

 7,252,067

 4,356,864

 Operating
Segments

 For
the years ended September 30, 2025 and 2024, the Company was managed as a single operating segment in accordance with the provisions
in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information
related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company's Chief Executive
Officer is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing
performance as well as for strategic operational decisions and managing the organization as a whole.

 Recent
Accounting Pronouncements

 The
Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB. In November
2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures" ("ASU
2024-03"). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs
and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years
beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods
after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company
is currently evaluating the impact of ASU 2024-03 on its disclosures. There are no other accounting pronouncements which have been issued
but are not yet effective that would have a material impact on the Company's consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) – Improvements to Income Tax Disclosures" ("ASU
2023-09"). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related
to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness
of income tax disclosures. The ASU's amendments are effective for annual periods beginning after December 15, 2024. The Company
is currently evaluating the impact that adoption of ASU 2023-09 will have on its consolidated financial statements.

 3.
 OTHER INCOME

the year ended September 30, 2025, the Company earned interest income of $ 5,565,457 on its cash and cash equivalents held at a financial
institution, earned $ 250,000 from consulting services, earned $ 84,000 from a lease agreement (Note 8), and earned $ 250,000 as a non-refundable
down payment for the proposed sale of its ODIN low-pressure coolant microreactor design and all associated intellectual property. During
the year ended September 30, 2024, the Company earned interest income of $ 352,002 on its cash and cash equivalents held at a financial
institution, and earned $ 7,000 from a lease agreement.

 F- 11

 NANO

 NOTES

 4.
 EQUITY

 The
Company is authorized to issue 275,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, with a par value of $ 0.0001
per share. No shares of preferred stock were outstanding during the years presented. Holders of Common Stock are entitled to one vote
per share.

 Issuance
of Common Stock for Cash

 Series
B Round

 The
Company's fourth round of private financing (the "Series B Round") began in December 2023 and ended in January 2024.
During the year ended September 30, 2024, the Company sold 822,144 shares of Common Stock at a price of $ 3.00 per share for gross proceeds
of $ 2,466,437 corresponding to the Series B Round.

 Initial
Public Offering

 On
May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the "IPO Offering") of an aggregate
of 2,562,500 shares of Common Stock at a price of $ 4.00 per share (the "IPO Offering Price"), generating gross proceeds of
$ 10,250,000, and net proceeds (after deducting discounts and offering expenses) of approximately $ 9.0 million. In connection with the
IPO Offering, the Company granted the lead managing underwriter an option (the "IPO Over-Allotment Option"), exercisable
for 30 days from May 7, 2024, to purchase up to an additional 384,375 shares of Common Stock (the "IPO Over-allotment Shares")
from the Company at the Offering Price, less the underwriting discount, to cover over-allotments in the Offering.

 On
May 21, 2024, the underwriter exercised the IPO Over-Allotment Option in full, and on May 22, 2024, the closing of the purchase of the
IPO Over-Allotment Shares occurred, generating gross proceeds to the Company of $ 1,537,500 and net proceeds of approximately $ 1.4 million.
In connection with the IPO Offering, the Company also issued such lead managing underwriter 179,375 warrants exercisable for 179,375
shares of Common Stock at an exercise price per share of $ 5.00 with expiry on May 10, 2029. In connection with the IPO Offering and IPO
Over-Allotment Option, the Company charged issuance costs of $ 1,538,405 to additional paid-in capital during the year ended September
30, 2024.

 F- 12

 NANO

 NOTES

 4.
EQUITY (Continued)

 July
2024 Firm Commitment Public Offering

 On
July 15, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the "July 2024 Follow-on Offering")
of an aggregate of 900,000 units, consisting of an aggregate of 900,000 shares of Common Stock and 900,000 warrants to purchase up to
 450,000 shares of Common Stock (the "July 2024 Follow-on Warrants") based on an offering price of $ 20.00 per unit (the "July
2024 Follow-on Offering Price"), generating gross proceeds of $ 18 million, and net proceeds (after deducting discounts and offering
expenses) of approximately $ 16.1 million. In connection with the July 2024 Follow-on Offering, the Company granted the lead managing
underwriter an option ("July 2024 Follow-on Over-allotment Option"), exercisable for 30 days from July 15, 2024, to purchase
up to an additional 135,000 shares of Common Stock (the "July 2024 Follow-on Over-allotment Shares") and 135,0000 Warrants
to purchase 67,500 shares of Common Stock (the "July 2024 Follow-on Over-allotment Warrants") from the Company at the July
2024 Follow-on Offering Price, less underwriting discounts and other July 2024 Follow-on Offering expenses, to cover over-allotments
in the July 2024 Follow-on Offering. On July 12, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full
with respect to the July 2024 Follow-on Over-allotment Warrants, which closed on July 15, 2024 for nominal consideration.

 On
July 16, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full, and on July 18, 2024, the closing of
the purchase of the July 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 2.7
million and net proceeds of approximately $ 2.5 million. In connection with the July 2024 Follow-on Offering, the Company also issued
such lead managing underwriter 63,000 warrants exercisable for 63,000 shares of Common Stock at an exercise price per share of $ 25.00
with expiry on July 15, 2029. In connection with the July 2024 Follow-on Offering and July 2024 Follow-on Over-allotment Option, the
Company charged issuance costs of $ 2,091,424 to additional paid-in capital during the year ended September 30, 2024.

 October
2024 Firm Commitment Public Offering

 On
October 23, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the "October 2024 Follow-on
Offering") of an aggregate of 2,117,646 units, consisting of an aggregate of 2,117,646 shares of Common Stock and 2,117,646 warrants
to purchase up to 1,058,823 shares of Common Stock (the "October 2024 Follow-on Warrants") based on an offering price of
$ 17.00 per unit (the "October 2024 Follow-on Offering Price"), generating gross proceeds of approximately $ 36 million, and
net proceeds (after deducting discounts and offering expenses) of approximately $ 32.3 million. In connection with the October 2024 Follow-on
Offering, the Company granted the lead managing underwriter an option ("October 2024 Follow-on Over-allotment Option"), exercisable
for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the "October 2024 Follow-on
Over-allotment Shares") and 317,646 warrants to purchase 158,823 shares of Common Stock (the "October 2024 Follow-on Over-allotment
Warrants") from the Company at the October 2024 Follow-on Offering Price, less underwriting discounts and other October 2024 Follow-on
Offering expenses, to cover over-allotments in the October 2024 Follow-on Offering. On October 23, 2024, the underwriter partially exercised
the October 2024 Follow-on Over-allotment Option for the October 2024 Follow-on Over-allotment Warrants (which option closed on October
25, 2024 for nominal consideration). On October 28, 2024, the lead underwriter exercised the October 2024 Follow-on Over-allotment Option
in full with respect to the October 2024 Follow-on Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the
October 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 5.4 million and net
proceeds of approximately $ 4.9 million. In connection with the October 2024 Follow-on Offering, the Company issued such lead managing
underwriter 105,882 warrants exercisable for 105,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October
29, 2029. In connection with the October 2024 Follow-on Over-allotment Option, the Company also issued such lead managing underwriter
 15,882 warrants exercisable for 15,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October 29, 2029.

2024 Private Placement

 On
November 24, 2024, the Company, entered into a securities purchase agreement (the "November 2024 SPA") with three accredited
institutional investors (the "Investors"), pursuant to which the Company agreed to offer and sell an aggregate of $ 60,000,048
of securities of the Company in a private placement (the "November 2024 Private Placement"), consisting of (i) 2,500,002
shares ("PIPE Shares") of Common Stock and (ii) warrants to purchase up to 2,500,002 shares of Common Stock (the "PIPE
Warrants"). The November 2024 Private Placement closed on November 27, 2024. After deducting the placement agent fees and estimated
offering expenses payable by the Company, the Company received net proceeds of approximately $ 55,122,000. The Company intends to use
these net proceeds for general working capital and general corporate purposes, which could include potential acquisitions of complementary
businesses or assets. Pursuant to the November 2024 SPA, the Company issued and sold the PIPE Shares and associated PIPE Warrants at
a combined purchase price of $ 24.00 per share. The PIPE Warrants have a term of five ( 5) year with an exercise price of $ 26.00 per share
and will be exercisable immediately upon issuance of the PIPE Warrants. On November 24, 2024, in connection with the Private Placement,
the Company entered into a registration rights agreement with the Investors (the "Registration Rights Agreement"), pursuant
to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") covering
the resale of the PIPE Shares and the shares of Common Stock issuable upon exercise of the PIPE Warrants by no later than January 15,
2025 (the date of filing, the "Filing Date"), with such registration statement to be effective within 30 days of the Filing
Date (if such registration statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration
statement is subject to limited or full review by the SEC). The Company initially filed a registration statement on Form S-1 covering
the resale of these securities on January 14, 2025, which was declared effective by the SEC on January 24, 2025. The Investors are also
entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration statement
is effective. The Benchmark Company, LLC acted as placement agent for the Private Placement and received a cash fee equal to 6.0 % of
the gross proceeds received by the Company in the Private Placement, a non-accountable expense allowance equal to 1 % of the gross proceeds
received by the Company from the Private Placement, and reimbursement of up to $ 175,000 in legal expenses.

 F- 13

 NANO

 NOTES

 4.
EQUITY (Continued)

 May
2025 Private Placement

 On
May 26, 2025, the Company, entered into a securities purchase agreement (the "May 2025 SPA") with six accredited institutional
investors (the "May 2025 Investors"), pursuant to which the Company agreed to offer and sell 3,888,889 shares ("May
2025 PIPE Shares") of Common Stock of the Company in a private placement (the "May 2025 Private Placement") for gross
proceeds of $ 105,000,003. Pursuant to the May 2025 SPA, the Company issued and sold the May 2025 PIPE Shares in the May 2025 Private
Placement at a purchase price of $ 27.00 per share. The May 2025 Private Placement closed on May 28, 2025. After deducting the placement
agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 99 million. The
Company intends to use these net proceeds for research and development, marketing, general working capital and general corporate purposes,
which could include potential acquisitions of complementary businesses or assets. The May 2025 SPA includes standard representations,
warranties and covenants of the Company and May 2025 Investors, including a restriction on future issuances of the Company's capital
stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty
(30) days following effectiveness of the Company's May 2025 Resale Registration Statement (as defined below) required by the May
2025 Registration Rights Agreement (as defined below). Also on May 26, 2025, in connection with the May 2025 Private Placement, the Company
entered into a registration rights agreement with the Investors (the "May 2025 Registration Rights Agreement"), pursuant
to which the Company agreed to file a registration statement with the SEC covering the resale of the May 2025 PIPE Shares (the "May
2025 Resale Registration Statement") by no later than June 10, 2025 (the date of filing, the "May 2025 Filing Date"),
with the May 2025 Resale Registration Statement to be effective within 30 days of the May 2025 Filing Date (if it is not subject to review
by the SEC), or within 60 days after the Filing Date (if it is subject to full review by the SEC). The May 2025 Investors are also entitled
(subject to certain exceptions) to customary piggyback registration rights during the period in which the May 2025 Resale Registration
Statement is effective. The Company initially filed the May 2025 Registration Rights Agreement covering the May 2025 PIPE Shares on June
9, 2025, which was declared effective by the SEC on June 18, 2025. Titan Partners Group LLC, a division of American Capital Partners,
LLC, acted as placement agent for the Private Placement (the "May 2025 Placement Agent") under a placement agency agreement
with the Company ("May 2025 Placement Agency Agreement"), pursuant to which it received a cash fee equal to 5.0 % of the gross
proceeds received by the Company in the Private Placement, and reimbursement of $ 150,000 in legal expenses.

 Subsequent
to September 30, 2025, the Company completed an additional private placement offering. See Note 11 for further information.

 Mezzanine

to the terms of a subscription agreement (the "Put Right Subscription Agreement") signed by the Company during the year ended
September 30, 2023 as part of the Series A Round, a subscriber (the "Subscriber") purchased 2,000,000 shares of Common Stock
(the "Put Shares") for $ 2.50 per share or $ 5,000,000 (the "Purchase Price"). The Put Right Subscription Agreement
included a right (the "Put Right") which entitled the Subscriber to elect to sell to the Company any part or all of the Put
Shares acquired if (a) the Company's initial public offering registration statement ("IPO Registration Statement")
was not declared effective by the SEC by December 31, 2023; or (b) the Company committed a material breach of the Agreement and either
that breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and
in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach.

 ASC
480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary
equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is
the occurrence of an event that is not solely within the control of the issuer. This condition was applicable up to March 30, 2024, as
the Subscriber could have exercised the Put Option and required the Company to redeem the Put Shares since the IPO Registration Statement
was not declared effective by the SEC by December 31, 2023. This process involved a significant number of third parties and the SEC's
declaration of effectiveness was ultimately within the SEC's control. Therefore, this contingently redeemable feature was not considered
to be within the control of the Company and was classified within mezzanine equity on the accompanying consolidated balance sheet at
September 30, 2023. On March 30, 2024, the Subscriber terminated the Put Option at the request of the Company and the amount within mezzanine
equity was converted to stockholders' equity.

 F- 14

 NANO

 NOTES

 4.
EQUITY (Continued)

 Equity-Based

 Issuance
of Common Stock for Consulting fees

the year ended September 30, 2024, the Company issued to two consultants an aggregate of 20,000 shares of Common Stock with an aggregate
fair value of $ 167,800, which represents equity-based compensation and is recorded within general and administrative expenses.

 Stock-Based

 Stock

 On
February 10, 2023, and June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023
Stock Option Plan #1 and the 2023 Stock Option Plan #2 (collectively, the "2023 Stock Option Plans"). On April 23, 2025 (the
"Effective Date"), the Company's shareholders approved, and the Company adopted an equity incentive plan (the "2025
Equity Plan") whereby a total of 4,750,000 shares plus 679,440 shares that were available for issuance under the 2023 Stock Option
Plans as of the 2025 Equity Plan's Effective Date were available for future awards under the 2025 Equity Plan. This amount may
increase annually on January 1 each year beginning on January 1, 2026 to January 1, 2035, by an amount equal to the lesser of (i) 5%
of the common shares outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of common shares
as determined by the board of directors (the "Board") or a committee of the Board. The common shares subject to the 2025
Equity Plan may be authorized, but unissued, or reacquired shares.

 On
March 6, 2025, the Company issued 338,000 stock options exercisable at $ 26.97 per common share with expiry on March 6, 2035, with approximately
one-sixth of these options to be vested annually from 2026 to 2031 on March 6 th of each year.

 On
March 13, 2025, the Company issued 765,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13,
2035, 55,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13, 2030, and 5,300 stock options
exercisable at $ 28.32 with expiry on March 13, 2030, to be fully vested on March 1, 2026.

 On
June 3, 2025, the Company issued 6,000 stock options exercisable at $ 29.18 per common share with expiry on June 3, 2030, to be fully
vested on June 3, 2026.

 On
June 11, 2025, the Company issued 15,000 fully vested stock options exercisable at $ 34.25 per common share with expiry on June 11, 2030.

 The
Company determined the fair value of the 1,184,300
aggregate options granted during the year ended September 30, 2025 using a Black-Scholes pricing model and the following key
assumptions:.expected term of 2.50
- 6.00
years, volatility of 87.00
- 112.23 %,
risk-free rate of 3.92
- 4.12 %,
and 0 zero
dividends.

 The
weighted-average grant date fair value of stock options granted during the year ended September 30, 2025 was $ 20.06 per share. During
the year ended September 30, 2025, total stock-based compensation for stock options expected to vest was $ 17,410,675. There is $ 6,243,821
of remaining stock compensation expense to be recognized at September 30, 2025 corresponding to future vesting dates which will occur
between 2026 and 2031 and will be recognized over a weighted average period of 3.17 years.

the year ended September 30, 2024, the Company issued 125,000 fully vested stock options exercisable at $ 3.00 per common share with expiry
on March 13, 2027. The 125,000 options were valued at $ 152,457 based on a Black-Scholes valuation with the following assumptions (Risk-free
interest rate: 4.37 %; expected life of options: 1.5 years; estimated volatility: 82.5 %; dividend rate: 0 %).

 The
weighted-average grant date fair value of stock options issued during the year ended September 30, 2024 was $ 1.22 per share. There was
 no remaining stock compensation expense to be recognized at September 30, 2024 as all options vested immediately upon grant.

 Restricted
Stock Units

 On
June 3, 2025, the Company granted 350,748
restricted stock units ("RSUs") to various consultants and key employees. The aggregate grant-date fair value of the
RSUs was $ 10,234,827
or $ 29.18
per share based on the market price of our stock on the date of grant. The restricted stock units vests as follows: 302,964
RSUs vest one-third on the grant-date anniversary; 32,784
RSUs vest on the grant-date anniversary, and 15,000
vest 50 %
on the six month anniversary of the grant-date with remaining vesting on the grant-date anniversary.

the year ended September 30, 2025, the Company recognized stock-based compensation for RSUs expected to vest of $ 1,418,313.
As of September 30, 2025, we have unrecognized compensation of $ 8,816,514
which will be recognized over a weighted-average period of 1.35
years.

 F- 15

 NANO

 NOTES

 4.
EQUITY (Continued)

 Equity-Based
Compensation (Continued)

 Stock-Based
Compensation (Continued)

Activity

 A
summary of cumulative option activity under the 2023 Stock Option Plans and the 2025 Equity Plan is as follows:

OF CUMULATIVE OPTION ACTIVITY

 outstanding

 of
 shares

 average
 exercise
 price
 per
 share

 average
 contractual
 term
 (in
 years)

 Aggregate
 intrinsic
 value
 (in
 thousands)

 Outstanding – September
 30, 2023

 4,007,000

 $
 2.23

 2.54

 $
 2,050

 Options granted

 125,000

 3.00

 2.71

 —

 Options exercised

 ( 593,000
)

 1.76

 —

 —

 Outstanding – September 30, 2024

 3,539,000

 $
 2.34

 1.59

 $
 42,720

 Options granted

 1,184,300

 28.01

 —

 Options forfeited

 ( 5,300
)

 28.32

 —

 —

 Options exercised

 ( 944,000
)

 2.55

 —

 —

 Outstanding – September 30, 2025

 3,774,000

 $
 10.31

 3.25

 $
 106,626

 Exercisable at the end of period

 3,430,000

 $
 8.63

 2.64

 $
 102,652

 Warrant
Activity

 A
summary of cumulative warrant activity is as follows:

OF CUMULATIVE WARRANT ACTIVITY

 Warrant
 Shares outstanding

 average

 average contractual

 exercise price

 term

 shares

 per
 share

 (in
 years)

 Outstanding – September 30, 2023

 -

 $
 -

 -

 Warrants issued

 881,639

 17.48

 5.00

 Warrants exercised

 ( 63,775
)

 20.00

 -

 Outstanding – September 30, 2024

 817,864

 $
 17.28

 4.79

 Warrants issued

 3,717,648

 23.05

 5.00

 Warrants exercised

 ( 1,408,193
)

 $
 16.71

 -

 Outstanding – September 30, 2025

 3,127,319

 $
 24.40

 4.12

 Restricted
Stock Unit Activity

 A
summary of cumulative restricted stock unit activity under the 2025 Equity Plan is as follows:

OF RESTRICTED STOCK UNIT ACTIVITY

 RSUs
 outstanding

 of
 shares

 average
 grant
 date
 fair
 value per share

 Aggregate
 fair
 value
 (in
 thousands)

 Outstanding –September 30, 2024

 —

 $
 —

 $
 —

 RSUs granted

 350,748

 29.18

 10,235

 Outstanding and unvested – September

 350,748

 $
 29.18

 $
 10,235

 F- 16

 NANO

 NOTES

 5.
 PROPERTY, PLANT AND EQUIPMENT

OF PROPERTY, PLANT AND EQUIPMENT

 30, 2024

 Land,
 buildings and leasehold improvements

 Land,
 buildings and leasehold improvements

 Cost

 Beginning of year

 $
 1,700,000

 $
 -

 Additions – land

 330,000

 115,000

 Additions – building

 4,000,234

 1,585,000

 Additions – leasehold improvements

 3,103,000

 -

 Additions – construction
 in progress

 1,016,098

 -

 End of year

 10,149,332

 1,700,000

 Accumulated depreciation

 Beginning of year

 ( 10,393
)

 -

 Depreciation of building

 ( 133,975
)

 ( 10,393
)

 Depreciation of leasehold
 improvements

 ( 221,187
)

 -

 End of year

 ( 365,555
)

 ( 10,393
)

 Total property, plant
 and equipment, net

 $
 9,783,777

 $
 1,689,607

 In
August 2024, the Company purchased a 1.64 -acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee,
for $ 1.7 million. The purchase included a 14,000 sq. ft., 2-story building to house the Company's Nuclear Technology Branch.
Depreciation was $ 94,351 and $ 10,393 for the years ended September 30, 2025 and 2024.

 In
July 2025, the Company purchased a 2.75 -acre land package in Oak Brook, Illinois, for $ 3.5 million. The purchase included a 23,537 sq.
ft. building to serve as a regional demonstration and office facility to support the development of the Company's KRONOS MMR
Microreactor Energy System. Depreciation was $ 39,625 and nil for the years ended September 30, 2025 and 2024.

 6.
 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

OF RIGHT OF USE ASSET AND LEASE LIABILITIES

 30,
 2025

 30,
 2024

 Right-of-use assets

 Beginning of year

 $
 1,830,124

 $
 -

 Additions

 1,026,348

 1,926,656

 Amortization

 ( 295,576
)

 ( 96,532
)

 End of year

 $
 2,560,896

 $
 1,830,124

 As
of September 30, 2025, the Company had two long-term operating leases corresponding to (1) its corporate headquarters located at 10 Times
Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration facility in Westchester County, New York.
Lease components in the Company's long-term operating leases are accounted for following the guidance in ASC Topic 842, "Leases"
("ASC 842"), for the capitalization of long-term leases. At September 30, 2025, the lease liability was equal to the present
value of the remaining lease payments, discounted using a borrowing rate based on similar debt.

 Balance
sheet information related to the Company's leases is presented below.

OF BALANCE SHEET INFORMATION

 Operating
 leases:

 30,
 2025

 30,
 2024

 Operating right-of-use assets

 $
 2,560,896

 $
 1,830,124

 Operating lease liabilities, current

 534,128

 281,352

 Operating lease liabilities, long term

 2,261,414

 1,650,383

 F- 17

 NANO

 NOTES

 6.
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

 The
following provides details of the Company's lease expense:

OF LEASE EXPENSE

 Lease cost:

 2025

 2024

 Year
 Ended September 30,

 Lease cost:

 2025

 2024

 Operating lease cost

 $
 595,174

 $
 236,030

 Other
information related to leases is presented below.

OF OTHER INFORMATION RELATED TO LEASES

 measurement
 of lease liabilities:

 2025

 2024

 Cash paid for amounts
 included in the

 Year
 Ended September 30,

 measurement
 of lease liabilities:

 2025

 2024

 Operating cash outflows from operating
 leases

 $
 492,411

 $
 134,420

 Weighted-average discount rate
 – operating lease

 11.6
 %

 Weighted-average remaining lease term –
 operating lease (in years)

 5.64

 As
of September 30, 2025, the expected annual minimum lease payments of the Company's operating lease liabilities were as follows:

OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS

 For
 the Years Ended September 30,

 2026

 $
 626,333

 2027

 641,992

 2028

 658,041

 2029

 674,493

 Thereafter

 1,142,669

 Total future minimum lease payments, undiscounted

 3,743,528

 Less: Imputed interest
 for leases in excess of one year

 ( 947,986
)

 Present value of future minimum lease payments

 2,795,542

 Less: Current portion
 of lease liabilities

 ( 534,128
)

 Total lease liabilities,
 less current portion

 $
 2,261,414

 F- 18

 NANO

 NOTES

 7.
 ACQUISITION OF ALIP TECHNOLOGY

 On
June 21, 2024, the Company acquired a novel annular linear induction pump ("ALIP") technology used in small nuclear reactor
cooling ("ALIP Acquisition") from noted physicist, research engineer and project manager Carlos O. Maidana, PhD. In connection
with the transaction, Dr. Maidana agreed to collaborate with the Company as a consultant on further development of the ALIP technology
with a view toward achieving SBIR Phase III Award status.

 As
part of this transaction, Dr. Maidana assigned to NANO all intellectual property rights associated with the ALIP technology and product,
his work on the foregoing grants and the proposal for the SBIR Phase III program. As consideration for the ALIP Acquisition, the Company
(i) issued 50,000 shares of Common Stock to Dr. Maidana and (ii) paid Dr. Maidana cash consideration of $ 50,000. Additionally, the Company
agreed to deliver to Dr. Madana an additional (iii) 50,000 shares of Common Stock and (iv) cash consideration of $ 50,000, contingent
upon the successful completion of the SBIR Phase III project prior to specific timetables. The Company anticipated that the completion of the
SBIR Phase III project would occur, and therefore had calculated the contingent consideration at the closing price
of NANO's stock on the date of acquisition. The ALIP Acquisition was accounted for as an acquisition of in-process R&D that
was fully expensed on the acquisition date as R&D costs.

 The
ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $ 1.67 million and was
comprised of the following:

OF ALIP ACQUISITION

 Total

 Cash (paid on closing)

 $

 Common shares (issued on closing)

 786,500

 Contingent cash

 Contingent common shares
 (fair value at closing)

 786,500

 Total purchase price

 $
 1,673,000

 F- 19

 NANO

 NOTES

 7.
ACQUISITION OF ALIP TECHNOLOGY (Continued)

 On
June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $ 836,500 based on the closing price
of NANO's stock on the date of acquisition. At September 30, 2024, the contingent cash and common shares obligation was revalued
to its fair value of $ 770,500 based on the closing price of NANO's stock on September 30, 2024, which resulted in a revaluation
recovery of $ 66,000. At September 30, 2025, the contingent cash and common shares obligation was revalued to its fair value of $ 1,978,000
based on the closing price of NANO's stock on September 30, 2025, which resulted in a revaluation expense of $ 1,207,500.

 8.
 LONG-TERM INVESTMENTS, RELATED PARTY

 In
August 2024, the Company invested $ 2,000,000 as an equity investment into LIS Technologies Inc. ("LIST") (which is a related
party), as part of its $ 11.88 million seed funding round. This additional capital into LIST was anticipated to help fuel the development
of its proprietary, patented advanced laser enrichment technology.

 Concurrently
with our investment in LIST, we entered into an agreement with LIST to collaborate and assist in developing LIST's technologies
to secure a fuel supply for our future operations and the wider nuclear energy industry. The parties intend that LIST will provide the
Company with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing
arrangement to be agreed to between the companies in the future. Through collaboration with LIST, the Company anticipates building supportive
facilities around LIST's enrichment facility, including such facilities as deconversion and fuel fabrication.

 The
Company also leased approximately 7,000 square feet of dedicated space within its Oak Ridge, Tennessee, based nuclear technology facility
to LIST to enable the next phase of the revitalization of its proprietary laser-based process. The Company leases this space to LIST
for $ 7,000 per month. The lease became effective on September 2, 2024 and has a term ending on September 1, 2034.

 The
Company's relationship with LIST is considered a related party transaction since certain of the Company's executive officers
and directors, including Jay Jiang Yu and Dr. Tsun Yee Law, also serve as officers and directors for LIST, and James Walker and Jaisun
Garcha serve as consultants to LIST. The Company's investment in LIST was unanimously approved by all of the Company's disinterested
independent directors.

 F- 20

 NANO

 NOTES

 9.
 USNC ASSET ACQUISITION

 On
December 18, 2024, the Company entered into an asset purchase agreement (as amended, the "USNC Agreement") with Ultra Safe
Nuclear Corporation and certain of its subsidiaries (collectively, "USNC") to acquire select nuclear energy technology assets
(the "USNC Assets") on an as-is, where-is basis, including USNC's micro modular nuclear reactor business previously
marketed as a MMR Microreactor Energy System, which the Company has renamed "KRONOS MMR TM " ("KRONOS
Business"), and transportable fission power system technology business previously marketed as a Pylon Transportable Reactor Platform,
which the Company has renamed "LOKI MMR TM " ("LOKI Business"). The acquired assets included certain
contracts, intellectual property rights, and a demonstration project, free and clear of any liens other than certain specified liabilities
of USNC that were assumed, for a total purchase price of $ 8.5 million in cash through an auction process ("Auction") conducted
pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC's pending Chapter 11 bankruptcy proceedings. On December
18, 2024, the United States Bankruptcy Court for the District of Delaware, the Bankruptcy Court overseeing USNC's bankruptcy held
a hearing where it approved the sale of the USNC Assets to the Company.

 On
January 10, 2025, we closed the acquisition (the "USNC Closing") of the USNC Assets related to the KRONOS Business and the
LOKI Business from USNC. The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published
patents, 16 registered, pending or published trademarks, and any other technology and intellectual property related to the acquired assets,
(iii) rights related to a demonstration project related to the KRONOS MMR Energy System in the United States and (iv) the business
records of the USNC Assets and related rights. We acquired these assets through two new wholly owned subsidiaries incorporated in Nevada.

 The
USNC Assets also included certain Canadian assets relating to both the KRONOS MMR Energy System and certain Canadian intellectual
property rights relating to the LOKI MMR (the "Canadian Assets"). The Canadian Assets include, among other assets,
(i) three contracts with Canadian authorities, including a license application (the "Chalk River License Application") with
the Canadian Nuclear Safety Commission ("CNSC") associated with a KRONOS MMRTM reactor demonstration project at Chalk River
Laboratories located in Ontario, Canada (the "Chalk River Project"), (ii) the equity interests of a Canadian partnership
that was believed at the time to hold the Chalk River License Application (the "Canadian Partnership"), and (iii) rights
related to the Chalk River Project. The transfer of the Chalk River License Application and certain other of the Canadian Assets (such
assets, the "Consent Assets") required the consent of certain Canadian governmental entities, including the CNSC (the "Canadian
Consents"). We established an escrow of $ 250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents
were not received within 90 days after the closing, we had the right to terminate the acquisition of the Consent Assets, receive the
return of $ 250,000 held in escrow and forfeit our rights to the Consent Assets. Our right to acquire the Consent Assets was established
pursuant to an option arrangement with our Chairman and President and his affiliated entities as described below.

 On
January 10, 2025, we acquired the USNC Assets free and clear of any liens other than certain specified liabilities of USNC that were
assumed, for a total purchase price of $ 8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S. Bankruptcy
Code in connection with USNC's pending Chapter 11 bankruptcy proceedings. On December 18, 2024, the United States Bankruptcy Court
for the District of Delaware, the court overseeing USNC's bankruptcy, approved the sale of the USNC Assets to us, including the
Canadian Assets, which approval included our right to assign our purchase rights to the Consent Assets.

 We
had a limited amount of time to conduct due diligence on the USNC Assets, particularly the Canadian Assets. Moreover, we were made aware
at that time that certain Consent Assets (specifically the Canadian Partnership) could be encumbered by liabilities that could not be
cleared through USNC's U.S. bankruptcy process, thus creating a risk to us should we assume such liabilities. To enable our ability
to continue diligence of the Consent Assets to ensure we acquired the correct assets and did not assume or become exposed to any unknown
liabilities, on the closing date of the USNC Asset acquisition, we assigned our rights to acquire the Consent Assets to Jay Jiang Yu,
our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain existing Canadian entities owned or controlled
by Mr. Yu (the "Yu Entities"). Accordingly, on January 10, 2025, we entered into an option agreement ("Yu Option Agreement")
with Mr. Yu and Yu Entities, pursuant to which we received an option back from Mr. Yu and the Yu Entities to acquire for nominal consideration,
for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents,
any or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and
business of the Canadian Partnership. The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously
approved by our disinterested directors. Given the uncertainties regarding the Consent Assets at that time, we believe this option arrangement
was the most efficient and cost-effective structure (particularly since the option was exercisable by us for only nominal consideration)
for us to close the bankruptcy sale and secure the right to acquire Consent Assets, while also preserving our ability to progress the
KRONOS project in Canada and facilitate the Canadian Consents.

2025, we sought Canadian Consents for the Consent Assets (most notably, the Chalk River License Application). As part of our continuing
due diligence, we learned that a USNC affiliate called Global First Power Ltd. ("GFPL"), and not the Canadian Partnership,
was in fact the holder of the Chalk River License Application. Further, we were informed by the CNSC that the Chalk River License Application
could not be transferred and that only GFPL itself could complete the Chalk River License Application and obtain the license for the
Chalk River Project or, alternatively, we or our subsidiaries or designees would need to file a new application with the CNSC. Accordingly,
we determined that the most efficient course of action for our company to continue the Chalk River Project would be for us to acquire
GFPL itself and thereby acquire the Chalk River License Application. As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware
liquidating trust created pursuant to USNC's plan of liquidation in bankruptcy, GFPL, our company and our subsidiary Kronos MMR
Inc. entered into a Purchase Agreement (the "GFPL Purchase Agreement") pursuant to which Kronos MMR agreed to purchase all
of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including the rights
to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests. The purchase price for
GFPL was our assumption of an approximately $ 0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition bankruptcy
claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or become due
and payable in the ordinary course after the closing of such acquisition, plus a $ 15,000 expense reimbursement allowance. On September
2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October
16, 2025, such transaction was closed. We expect to pay the $ 0.65 million assumed liability using cash on hand in the near future.

 As
a result of the foregoing, neither the Yu Entities nor our company formally acquired the Consent Assets, and given our subsequent due
diligence and discussions with CNSC following our acquisition of the USNC Assets, we have determined that (i) our acquisition of GFPL
provides us with all of the rights and assets we require from USNC to progress the Chalk River Project, (ii) the Consent Assets subject
to the Yu Option Agreement are immaterial to our plans and need not be acquired, with the result that we expect to terminate the Yu Option
Agreement and (iii) given that the Canadian Consents were not achieved on a timely basis, we intend to seek a return of the $ 250,000
escrow amount.

 F- 21

 NANO

 NOTES

 9.
USNC ASSET ACQUISITION (Continued)

 The
total consideration paid at closing for the USNC Assets was $ 8.5 million in cash. The Company accounted for the transaction as an asset
acquisition under ASC 805-50, "Business Combinations – Asset Acquisition", as the acquired set of assets did not meet
the definition of a business. The fair value of the identifiable assets was determined using the Historical Transaction Method under
the Market Approach.

 The
fair value allocation of the consideration transferred is as follows:

OF ALLOCATION OF CONSIDERATION

 Total

 Cash consideration paid

 $
 8,500,000

 Less: Value of Consent Assets (subject to Canadian
 Consents) held in escrow

 ( 250,000
)

 Add: Assumed liabilities
 related to Designated Contracts (excluding Canadian Contracts)

 825,045

 Total Fair Value of
 Acquired IPR&D Assets

 $
 9,075,045

 The
fair value was attributed to IPR&D assets associated with both the KRONOS Business and the LOKI Business. The acquired IPR&D
assets are considered an indefinite-lived intangible asset and will not be amortized until the underlying technologies are placed into
service. The Company will test the assets for impairment annually, or more frequently if events or changes in circumstances indicate
potential impairment.

 F- 22

 NANO

 NOTES

 10.
 INCOME TAXES

 The
Company's provision for income taxes for the years ended September 30, 2025 and 2024 was $ 0 and $ 0, respectively.

 Reconciliation
of the Company's effective tax rate to statutory rates for the years ended September 30, 2025 and 2024 is as follows:

OF RECONCILIATION OF EFFECTIVE TAX RATE TO STATUTORY RATES

 Federal

 21.00
 %

 21.00
 %

 State

 13.06
 %

 11.79
 %

 Nondeductible expenses

 10.92
 %

 ( 0.27
)%

 Tax rate change

 0.55
 %

 3.14
 %

 Provision to return adjustments and other

 8.77
 %

 0.83
 %

 Change in valuation
 allowance

 ( 54.31
)%

 ( 36.49
)%

 Effective tax rate

 $
 -

 $
 -

 The
Company's deferred tax assets (liabilities) consist of the following as of September 30, 2025 and 2024:

OF DEFERRED TAX ASSETS (LIABILITIES)

 Deferred tax assets:

 Net operating
 loss carryforwards

 $
 18,296,092

 3,987,674

 Research and development
 expenses

 3,712,574

 885,849

 Stock-based compensation

 4,531,093

 242,891

 Depreciation and amortization

 309,253

 272,835

 Operating lease liabilities

 952,156

 633,354

 Contribution Carryovers

 140,699

 -

 Contingent
 consideration

 673,703

 252,622

 Total deferred tax assets

 28,615,570

 6,275,225

 Valuation
 allowance

 ( 27,434,239
)

 ( 5,675,186
)

 Net deferred tax assets

 1,181,331

 600,039

 Deferred tax liabilities:

 Right-of-use
 assets

 ( 872,237
)

 ( 600,039
)

 IPR&D

 ( 309,094
)

 -

 Net
 deferred tax liabilities

 ( 1,181,331
)

 ( 600,039
)

 Deferred tax assets (liabilities)

 $
 -

 $
 -

 As
of September 30, 2025 and 2024, the Company had total net deferred tax assets of $ 27,434,239 and $ 5,675,186, respectively. A valuation allowance is required to reduce deferred tax assets reported if, based on the weight of the evidence, it
is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred
tax assets depends on the generation of future taxable income during those periods in which those temporary differences are deductible.

 After
consideration of all the evidence, both positive and negative, management determined that a 100 %
valuation allowance was necessary as of September 30, 2025 and 2024 in the amount of $ 27,434,239 an $ 5,675,186
, respectively, to reduce the deferred tax assets to the amount that will more likely than not be realized. The increase in the
valuation allowance during the years ended September 30, 2025 and 2024 was $ 21,759,053 and $ 3,704,016,
respectively.

 As
of September 30, 2025, the Company subject to limitations, had approximately $ 48.6
million of federal net operating loss carryforwards for U.S. federal income tax purposes, $ 61.4 million in net operating
loss carryforwards for state income tax purposes and $ 48.6 million of net operating loss carryforwards for city income tax purposes, to offset future taxable income which never expires but has annual limitations of 80 %
of the Company's taxable income. The utilization of the Company's net operating losses are subject to a U.S. federal limitation due to the "change
in ownership provisions" under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions.
Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration
of certain net operating loss carryforwards before their utilization.

 F- 23

 NANO

 NOTES

 11.
 SUBSEQUENT EVENTS

 The
Company has evaluated all events or transactions that occurred after September 30, 2025 through the date that the consolidated financial
statements were issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows:

October 1, 2025 and the date that the consolidated financial statements were issued, 41,450
warrants were exercised to purchase 20,725
Common Stock at an exercise price of $ 20.00
per share generating gross proceeds of approximately $ 415,000, 238,888
warrants were exercised to purchase 119,444
Common Stock at an exercise price of $ 17.00
per share generating gross proceeds of approximately $ 2,030,000, 105,000
stock options were exercised to purchase 105,000
common shares at an exercise price of $ 3.00
per share generating proceeds of approximately $ 105,000,
and 17,500
RSUs vested but have not been issued as of the date of this Report.

 On
October 7, 2025, the Company, entered into a Securities Purchase Agreement (the "Purchase Agreement") with six institutional
investors (the "Investors"), pursuant to which the Company agreed to offer and sell 8,490,767 shares ("Shares")
of common stock of the Company, par value $ 0.0001 per share (the "Common Stock"), in a private placement (the "Private
Placement") for gross proceeds of approximately $ 400,000,000. Pursuant to the Purchase Agreement, the Company issued and sold the
Shares in the Private Placement at a purchase price of $ 47.11 per share. The Private Placement closed on October 10, 2025. After deducting
the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 378,600,000. The Company intends to use these net proceeds to advance development, construction and regulatory licensing activities for its lead
micro nuclear reactor program, the KRONOS MMR Energy System, continue development of its other micro reactor projects
and other nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes. Pursuant
to the Purchase Agreement the Company included a resale prospectus in the next amendment to its registration statement on Form
S-3 initially filed with the Securities and Exchange Commission (the "SEC") on July 25, 2025 (File No.: 333-288982) covering
the resale of the Shares (the "Resale Registration Statement") which was amended and filed on October 22, 2025
(the date of filing, the "Filing Date"), and with the Resale Registration Statement to be effective within 30 days following
the later of (i) the Filing Date, and (ii) the second business day after the date on which the United States Federal government shutdown
has concluded and the Securities and Exchange Commission has reopened for operations, if it is not subject to review by the SEC. The
Company will have an additional 30 days to cause the Resale Registration Statement to become effective, if it is subject to full review
by the SEC. The Purchase Agreement includes standard representations, warranties and covenants of the Company and Investors, including
a restriction on future issuances of the Company's capital stock or filing a registration statement or any amendment or supplement
thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness of the Resale Registration Statement.
Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the "Placement
Agent") under a placement agency agreement with the Company ("Placement Agency Agreement"), pursuant to which it received
a cash fee equal to 5.0 % of the gross proceeds received by the Company in the Private Placement, and reimbursement of $ 200,000 in legal
expenses.

 F- 24

 EXHIBIT

 Exhibit

 Description
 of Document

 3.1

 Articles of Incorporation of the Registrant (1)

 3.2

 Certificate of Amendment to Articles of Incorporation, dated March 4, 2024 (1)

 3.3

 Amended and Restated Bylaws of the Registrant (1)

 4.1

 Specimen Common Stock Certificate (1)

 4.2

 Underwriter's Warrant, dated May 10, 2024 (2)

 4,3

 Underwriter's Warrant, dated July 15, 2024 (3)

 4.4

 Underwriter's Warrant, dated October 25, 2024 (5)

 4.5

 Warrant Agent Agreement, dated July 11, 2024, by and between the Company and VStock Transfer, LLC (3)

 4.6

 2024 B Warrant Agent Agreement, dated October 23, 2024, by and between the Company and VStock Transfer, LLC (5)

 4.7

 Form of Common Stock Purchase Warrant, dated November 27, 2024, between the Company and the Investors (7)

 10.1

 Consulting Agreement dated February 8, 2022, by and between Registrant and Chief Executive Officer (1)^

 10.2

 Consulting Agreement dated February 8, 2022, by and between Registrant and Chief Financial Officer (1)^

 10.3

 Employment Agreement, dated October 17, 2024 by and between the Registrant and Jay Jiang Yu (4)

 10.4

 Independent Director Agreement between Registrant and Dr. Tsun Yee Law (1)

 10.5

 Independent Director Agreement between Registrant and Diane Hare (1)

 10.6

 Independent Director Agreement between Registrant and Dr. Kenny Yu (1)

 10.7

 2023 Stock Option Plan #1 (1)

 10.8

 Form of 2023 Stock Option Agreement under 2023 Stock Option Plan #1 (1)

 10.9

 2023 Stock Option Plan #2 (1)

 10.10

 Form of 2023 Stock Option Agreement under 2023 Stock Option Plan #2 (1)

 10.11

 Services Agreement, dated July 29, 2024, by and between the Registrant and Cambridge AtomWorks (2024) Limited (6)+^

 10.12

 Memorandum of Understanding dated March 30, 2023 by and between HALEU Energy Fuel Inc. and Centrus Energy Corp. (1)^

 10.13

 Form of Consulting Agreement by and between Registrant and each Executive Advisory Board Member (1)^

 10.14

 Strategic Partnership Project Agreement No. 23SP817 and its amendment dated February 14, 2023 and December 6, 2023, respectively, by and between the Registrant and Battelle Energy Alliance, LLC (1)+^

 10.15

 Services Agreement dated January 19, 2024, by and between the Registrant and Nuclear Education and Engineering Consulting LLC (1)+^

 10.16

 Lease Agreement dated March 7, 2024, by and between the Registrant and Charney Management LLC (1)

 10.17

 Exclusive Patent License Agreement, dated April 3, 2024, by and between the Registrant and Battelle Energy Alliance, LLC (1)+^

 10.18

 Partnership Agreement, dated November 4, 2024, between the Registrant and LIS Technologies Inc. (17)

 10.19

 Amendment No.1 to Partnership Agreement, dated November 5, 2024, between the Registrant and LIS Technologies Inc.(17)

 10.20

 Asset Purchase Agreement dated December 18, 2024 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (8)^^

 10.21

 Form of Securities Purchase Agreement, dated November 24, 2024, between the Registrant and the Investors (7)

 10.22

 Form of Registration Rights Agreement, dated November 24, 2024, between the Registrant and the Investors (7)

 10.23

 First Amendment to Asset Purchase Agreement, dated January 10, 2025 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (9)^^ +

 10.24

 Option Agreement, dated as of January 10, 2025, by and among Yu, the Yu Entities and the Registrant (9)+

 10.25

 Employment Agreement, dated March 6, 2025, by and between the Registrant and Dr. Florent Heidet (10)

 10.26

 Stock Option Agreement, dated March 6, 2025, by and between the Registrant and Dr. Florent Heidet (10)

 10.27

 Nano Nuclear Energy Inc. 2025 Equity Incentive Plan (11)

 10.28

 Form of Restricted Stock Unit Award Agreement (11)

 10.29

 Form of Securities Purchase Agreement, dated May 26, 2025, by and between the Registrant and the Investors (12)

 10.30

 Independent Director Agreement, dated June 1, 2025, by and between the Registrant and Dr. Seth Berl (13)

 10.31

 Sales Agreement, dated July 25, 2025, by and among the Registrant, TD Securities (USA) LLC, UBS Securities LLC and Piper Sandler & Co.^ (14)

 10.32

 Sponsored Research Agreement, dated April 8, 2022, by and between The Board of Trustees of The University of Illinois on behalf of The University of Illinois at Urbana-Champaign (UIUC) and Ultra Safe Nuclear Corporation (USNC)^^^ (14)

 10.33

 Amendment No. 1 to Sponsored Research Agreement dated January 9, 2023, by and between UIUC and USNC (14)

 10.34

 Amendment No. 2 to Sponsored Research Agreement dated March 29, 2025, by and between UIUC and the Registrant ^ (14)

 10.35

 Purchase Agreement, dated as of August 14, 2025, by and among the Liquidating Trust, GFPL, the Registrant and KRONOS MMR. (15)

 10.36

 Form of Securities Purchase Agreement, dated October 7, 2025, by and between the Registrant and the Investors (16)

 14.1

 Amended and Restated Code of Business Conduct and Ethics (adopted December 27, 2024) (17)

 19.1

 Amended and Restated Insider Trading Policy (adopted December 27, 2024) (17)

 21.1

 List of Subsidiaries*

 23.1

 Consent of WithumSmith+Brown, PC*

 Exhibit

 Description
 of Document

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 32.2

 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 99.1

 Executive Compensation Clawback Policy (1)

 99.2

 Audit Committee Charter (1)

 99.3

 Compensation Committee Charter (1)

 99.4

 Nominating and Corporate Governance Committee Charter (1)

 101.
 INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 Filed
 as an exhibit to the registrant's Registration on Form S-1 (File No. 333-278076), filed with the SEC on May 1, 2024.

 (2)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on May 13, 2024.

 (3)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on July 15, 2024.

 (4)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on October 18, 2024.

 (5)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on October 25, 2024.

 (6)

 Filed
 as an exhibit to the registrant's Registration on Form S-1 (File No. 333-282750), filed with the SEC on October 21, 2024.

 (7)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on November 27, 2024.

 (8)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on December 26, 2024.

 (9)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on January 14, 2025.

 (10)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on March 12, 2025.

 (11)

 Filed
 as Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 28, 2025.

 (12)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on May 29, 2025.

 (13)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on June 5, 2025.

 (14)

 Filed
 as an exhibit to the registrant's Registration on Form S-1 (File No. 333-288982), filed with the SEC on September 9, 2025.

 (15)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on August 20, 2025.

 (16)

 Filed
 as an exhibit to the registrant's Current Report on Form 8-K, filed with the SEC on October 10, 2025.

 (17)

 Filed
 as an exhibit to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC
 on December 30, 2024.

 (18)

 Filed
 as an exhibit to the registrant's Registration on Form S-1 (File No. 333- 284282), filed with the SEC on January 14, 2025.

 +
Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are
the type that the registrant treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion
to the SEC upon request.

 ^
Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulations S-K. The Company hereby agrees to furnish
a copy of any omitted portion to the SEC upon request.

 ^^
In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from
this filing.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 December 18, 2025

 NANO
 NUCLEAR ENERGY INC.

 By:

 /s/

 James
 Walker

 Chief
 Executive Officer

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 of the Board and President

 Jay
 Jiang Yu

 /s/

 Chief
 Executive Officer and Director

 James
 Walker

 /s/

 Chief
 Financial Officer and Secretary

 Jaisun
 Garcha

 (Principal
 Accounting Officer)

 /s/
 Tsun Yee Law

 Independent
 Director

 Dr.
 Tsun Yee Law

 /s/

 Independent
 Director

 Diane
 Hare

 /s/
 Kenny Yu

 Independent
 Director

 Dr.
 Kenny Yu