What changed in this filing

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Item 1. Business

2025-12-18 compared with 2024-12-30 · 1269 added, 1028 removed, 308 unchanged (88% of the section changed)

are an emerging, pre-revenue nuclear energy company, developing smaller, cheaper, and safer advanced portable clean energy solutions,

utilizing proprietary reactor designs, intellectual property, and research methods, to contribute towards a sustainable future.

a world class scientific and management team, our business plan involves a comprehensive engagement across every sector of the nuclear

power industry, traversing the path from sourcing raw materials through to developing cutting edge advanced nuclear microreactors.

dedication extends further, encompassing both commercial nuclear fuel transportation and consulting services.

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.

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

Micro Nuclear Reactor Business.

We are developing the next generation of advanced nuclear microreactors, in particular ZEUS , a solid core battery reactor,

and ODIN , a low-pressure salt coolant reactor.

With these products, we are advancing the development of the next generation

of portable, on-demand capable, advanced nuclear microreactors.

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 one of these products by 2030-2031.

Both our ZEUS

and ODIN microreactors have moved from the design stages

to physical test work stages, with initial rig construction currently underway, to ensure model accuracy and material and dimension

optimization.

We have conducted and completed external design audits on both the ZEUS and ODIN reactor

designs to provide external validation and assistance to our designs.

The design audits for the reactors were conducted and completed

by the Idaho National Laboratory (INL).

We are currently identifying sites for our prototype reactor for the purpose of conducting

physical test work using nuclear material for both microreactors.

We have communicated with the U.S.

Nuclear Regulatory Commission

(NRC) and Department of Energy (DOE), informing them of the status of our microreactor designs 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 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 addition, in August 2024,

we purchased a 1 4,000 sq.

ft., 2-story building in Oak Ridge, Tennessee for $1.7 million to

house our Nuclear Technology Headquarters.

Michael Norato, Ph.D., an INL and DOE veteran, was appointed as our Director of Nuclear

Facilities and Infrastructure in December 2024.

Norato will oversee the construction, development and licensing of our key facilities,

including our recently acquired 14,000 sq.

Oak Ridge, Tennessee Nuclear Technology Headquarters and future test bed reactor sites

for experiments related to our ZEUS and ODIN 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

nuclear fuel cycle.

We expect to increase the number of personnel working at the facility over the next year and expect

to ultimately employ up to 30 personnel at the facility.

We are also currently undertaking approximately $800 thousand dollars of renovation

work to the facility as well.

Furthermore, in December 2024, we announced

our execution of a memorandum of understanding with the Idaho Operations Office of the DOE setting forth a framework for the collaboration

between our company and the DOE to evaluate the construction of a demonstration reactor on a land package near INL.

Through this memorandum,

we will work with the DOE and Battelle Energy Alliance, LLC, the current operator of INL (“BEA”), to progress the development,

siting, and eventual testing of our innovative microreactor designs.

Also, on December 18, 2024, we entered into

an asset purchase agreement (“USNC Agreement”) with Ultra Safe Nuclear Corporation and certain of its subsidiaries (collectively,

“USNC”) to acquire select nuclear energy technology assets on an as-is, where-is basis, including USNC’s micro modular

nuclear reactor business marketed as a MMR® Energy System , and transportable fission power system technology business

marketed as a Pylon Transportable Reactor Platform, including certain contracts, intellectual property rights, demonstration projects

and the equity interests of two non-U.S.

entities (collectively, “USNC Assets”), 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.

The closing of the acquisition is expected to occur in the near future

and remains subject to satisfaction of customary closing conditions in a bankruptcy proceeding.

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 us.

In the Auction, we submitted a bid for the acquisition of substantially all of the assets of USNC,

including their fuel business and their technology assets marketed as EmberCore and Nuclear Thermal Propulsion (NTP) (such assets other

than the USNC Assets, the “Other USNC Assets”), and was selected as the back-up bidder for the Other USNC Assets in the

In the event that the winning bidder of the Other USNC Assets in the Auction fails to consummate such acquisition, we will

be required to acquire all such Other USNC Assets in addition to the USNC Assets for a total purchase price, inclusive of the $8.5

million for the USNC Assets, of $36,190,000.

The newly acquired technologies align closely

with our intended uses for ZEUS and ODIN , which are designed for remote, industrial, infrastructural, maritime,

and extra-terrestrial applications, including large-scale data and artificial intelligence centers and other energy-intensive operations,

positioning us to capitalize on growing financial investment and societal momentum driving advanced nuclear energy technologies on

a global scale.

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 innovation efforts.

We also intend to build upon and

strengthen the extensive industry relationships that USNC established during its operations.

This includes collaboration with the U.K.

government on the MMR reactor under a cost-share

program and ensuring continuity in licensing,

regulatory, and grant-related efforts wherever feasible.

The acquired technology will also enable us to refine and better tailor our

offerings within previously announced collaborations and partnerships, including ongoing initiatives.

Nuclear Reactor Business.

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.

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

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

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

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

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

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.

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

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.

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”).

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

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.

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

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.

Norato will oversee the construction, development and licensing of our

key facilities, including our 14,000 sq.

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.

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

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.

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.

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.

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 LEU and HALEU

fuel supply chain to supply fuel not only for our own reactors but also to the broader advanced nuclear reactor industry.

tentatively identified the site we intend to construct the facilities and have begun to build the team to design and develop these

We have also 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

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 to between the companies in the future.

Through collaboration with LIST, we intend to construct the supporting facilities alongside LIST’s enrichment facility, including

the deconversion and fuel fabrication facilities.

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, 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.

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 fuel

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.

Fuel Transportation

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.

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.

This license grants us, as the licensee, exclusive rights for the use and development of the technology.

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 für 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

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.

to obtain NRC certification for our high-capacity HALEU transportation system to move commercial quantities of HALEU fuel around

North America and internationally.

If developed and commercialized, we believe this product will serve as the basis for a domestic

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

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

U₃O₈ is converted into uranium hexafluoride (UF₆).

This UF₆ 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.

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.

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.

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.

this includes the licensing and oversight of uranium mills, conversion facilities, and other facilities handling source material.

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 für 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 UO₂ (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 2026.

We have also brought on two former United Parcel Service (UPS) executives, one of which works for

our fuel transportation subsidiary, with the other sitting on our Executive Advisory Board, to assist in growing the transportation

business around our technology .

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,

both domestically and internationally.

This includes, in coordination with the Cambridge Nuclear Energy Centre, the development of

education resources.

This business opportunity represents our nearest term revenue generating opportunity.

Our goal is to start providing

nuclear service support and consultation services for the nuclear energy industry in 2025, both domestically and

internationally.

As part of our efforts domestically, following our collaboration with Digihost Technology Inc.

in December 2024, we expect to provide consulting services to Digihost beginning in the first quarter of 2025.

These services will support the planning and

execution of the Digihost project and will encompass regulatory advice, site assessment, roadmap development, and stakeholder engagement.

In addition to these rendered services, we are examining strategic acquisitions to expand our business and consultancy services.

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.

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.

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.

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

mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share

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and The University of California, Berkeley.

Industry and Market

believe that the U.S.

domestic nuclear energy sector is undergoing a renaissance that we believe we can capitalize on.

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.

further believe that our microreactors can address various environmental and energy challenges through their innovative design and capacities,

including their versatile and easily deployable nature in remote locations.

We plan to target business development activities for our

microreactors in several sectors, including data centers, artificial intelligence computer and quantum computing;

crypto mining;

applications;

disaster relief;

transportation (including shipping);

mining projects;

water desalination and green hydrogen plants;

space exploration.

As a result, we intend to support a broad set of clean energy applications.

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.

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.

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

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.

United States has taken numerous steps in recent years to reduce its dependence on carbon-emitting energy sources.

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.

Micro Nuclear Reactor Business

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countries of greatest need by supplying energy to areas removed from the grid.

are developing two advanced portable nuclear micro reactors in technical design and development.

The first, ZEUS , is a

Solid Core Battery Reactor, 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.

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.

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

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

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.

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.

facility to support the buildout of the KRONOS MMR™ Microreactor

Energy System on a 2.75-acre land package in Oak Brook, Illinois

are also developing the portable ZEUS™ reactor.

The ZEUS™ reactor is a solid-core “nuclear battery” microreactor,

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

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.

On March 27, 2024, we filed an application for a U.S.

Provisional Patent – “ ZEUS ”.

second reactor in development, ODIN , will be a Low-Pressure Coolant Reactor, which uses uranium and zirconium HALEU

The zirconium hydride densely packs hydrogen and so provides substantial moderation.

Low pressure “solar” salt

(sodium-potassium nitrate eutectic) coolant will be used to minimize the stress on structural components and improve the reliability

and service life.

The design takes advantage of the natural convection of the coolant for heat transfer to the power conversion

cycle at full power, as well as for decay heat removal during reactor shutdown, operating transients, and off-normal conditions.

nitrogen or open-air Brayton cycle will be used for power conversion due to its simplicity, flexibility, and its wide use within the

conventional power industry.

Reactivity control system design will have high reliability and robustness through minimizing the

number of moving parts.

In 2025, we plan to formally engage with the NRC and develop and submit our Regulatory Engagement

Plan (REP) to the NRC for ODIN as well as complete salt irradiation testing to select the coolant for ODIN .

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

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.

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.

licensing and certification of one of our reactors will enable and accelerate certification and licensing processes for innovative and

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The possibility of multiple nuclear reactors as part of future emergency response resources is also contemplated.

microreactors went through design audits by external institutions in 2023 and 2024, which provided external input and assistance to advance

the concepts and provide validation of the design direction and technology utilized so far.

The ODIN microreactor completed

its design audit at INL, where the design was interrogated by 10 engineers and scientists.

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 was completed in February 2024, with the more

advanced design receiving commendations for its innovative design and simplicity.

In 2025, we plan to file for new patents relating to

ZEUS and work to advance this novel technology in collaboration with the INL utilizing the Gateway for Accelerated Innovation

in Nuclear (GAIN) Nuclear Energy voucher award received by us for ZEUS in 2024.

Both reactors

are expected to begin demonstration and physical test work in early 2025, initially with ODIN followed

by ZEUS , with demonstration work expected to be completed between

2026 and 2027 providing us with working prototypes.

The regulatory licensing process for the prototypes is expected to be completed

by 2030 or 2031, with manufacturing facilities being constructed during the licensing phase so we are ready to deploy microreactors

across the country upon licensing approval.

In December 2024, we announced our execution of a memorandum of understanding with the

Idaho Operations Office of the DOE setting forth a framework for the collaboration between our company and the DOE to evaluate the

feasibility of siting, construction, commissioning, operation and decommissioning of our ZEUS and ODIN

microreactors at INL.

Through this memorandum, we will work with the DOE and BEA, to progress the development, siting, and eventual

testing of our innovative microreactor designs.

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.

design audit for the ZEUS™ reactor received commendations for its innovative design and simplicity.

Michael Norato, Ph.D., an INL and DOE veteran, was appointed as our Director of Nuclear Facilities and Infrastructure in December 2024.

Norato will oversee the construction, development and licensing of our key facilities, including our recently acquired 14,000 sq.

Oak Ridge, Tennessee Nuclear Technology Headquarters and future test bed reactor sites for experiments related to our ZEUS

and ODIN 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.

Norato will oversee the construction, development and licensing of our key facilities, including our 14,000 sq.

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.

Company's 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 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

HALEU Fuel Processing Business

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.

commercial and strategic aim for HALEU Energy Fuel is to design, construct and commission a commercial nuclear fuel processing facility

to supply fabricated 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.

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 facility’s intended capability is to produce a variety of different fuel forms as required by U.S.

industry and its intended customer base, using received fuel from market recognized fuel enrichment sources.

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.

company has identified the potential site and plans to work with the NRC through the NEPA process, which will begin when a federal agency

develops a proposal to take major federal action.

The proposed project would benefit both our company and the United States.

a fuel processing facility could be beneficially complimented by the collaboration with an enrichment company, which we have identified

and entered into a partnership agreement with.

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.

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 fuel deconversion, fuel fabrication, and fuel 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.

the first quarter of 2025, we plan to acquire or lease land for the first CAT II non-TRISO HALEU integrated fuel processing facility

in the U.S., and to commence the design work on our fuel processing facility in the first half of 2025, coinciding with engaging the

relevant licensing and regulatory bodies to facilitate the facility commissioning.

Initial site preparation is scheduled to begin in

2025, with completion of construction and operation occurring early next decade.

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.

HALEU Fuel Transportation Business

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nuclear industry that would affect the future operation of all SMR

and microreactor companies became apparent, such as there exists no method of transporting commercial quantities of HALEU across North

and microreactor companies became apparent, such as there being no method of transporting commercial quantities of HALEU across North

Our proactive approach to mitigate future impediments to our operations culminated in locating research and technology developed

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The BEA License has an indefinite term

and will automatically terminate upon the expiration, abandonment, 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”

are seeking to form the first transportation company able to supply all emerging SMR and microreactor companies with the fuel they require

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.

information on the BEA License, see “Intellectual Property” below.

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.

7 unchanged sentences

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.

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.

Business Services and Consulting Business

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

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

headhunted 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 regulator 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.

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 2025, both domestically and

internationally.

part of our efforts domestically, on December 12, 2024, we entered into a non-binding memorandum of understanding with Digihost Technology

(“Digihost”) to advance the transition to carbon-free energy at Digihost’s 60-megawatt power plant in upstate

As part of our collaboration, we expect to provide consulting services to Digihost beginning in the first quarter of 2025 to support the planning and

execution of the project, which will include regulatory advice, site assessment, roadmap development and stakeholder engagement.

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 ZEUS

and ODIN microreactors in development.

addition to these rendered services, our company is 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 with any such targets.

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.

have identified this trend as an opportunity for more immediate revenue for our company, and to acquire more expertise to advance our

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.

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.

combination with our intention to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal

1 unchanged sentence

$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 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.

Nuclear Energy Market

to the FACT SHEET:

President Biden Sets 2030 Greenhouse Gas Pollution Reduction Target Aimed at Creating Good-Paying Union Jobs and Securing

Leadership on Clean Energy Technologies published by the White House in 2021, the United States has taken numerous steps in recent

years to reduce its dependence on carbon-emitting energy sources.

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

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.

to an article titled “NEI Survey Shows Even More Interest in Nuclear After Major Policy Actions” released on NEI.org in 2023,

in the face of these evolving energy needs, the utility companies that are members of the Nuclear Energy Institute (NEI) are targeting

a role for more than 90 gigawatts of nuclear power in support of their decarbonization goals.

According to an article titled “U.S.

nuclear electricity generation continues to decline as more reactors retire” released on the website of U.S.

Energy Information

Administration (EIA) in 2022, while the share of U.S.

electricity generated by nuclear energy across all sectors in 2021 was similar

to its average share of 19% in the previous decade, its average annual capacity factor remained fixed at 92.7% that same year.

By comparison,

solar photovoltaics’ annual capacity factor was 24.6% in the same year, while coal’s capacity reached just 49.3%.

fuel costs for nuclear versus fossil steam in 2022 were recorded to be just $0.61 per kilowatt hour versus $2.46 per kilowatt hour respectively.

to an article titled “A New Reckoning for Nuclear Energy” released on theatlantic.com in December 2024, the nuclear energy

sector is experiencing a revival marked by increased capacity, supportive legislation, and substantial investments from tech giants like

Amazon, Google, and Microsoft.

These developments underscore nuclear energy’s role in potentially delivering abundant, reliable,

emissions-free electricity, crucial for combating climate change.

to an article titled “Biden administration sets plan to triple US nuclear energy capacity by 2050” released on utilitydive.com

in November 2024, the Biden administration has laid out an ambitious roadmap to at least triple U.S.

nuclear power capacity by 2050,

targeting the addition of 200 gigawatts (GW) of new capacity to address rising energy demands and achieve net-zero emissions.

This initiative

is supported by legislative measures, including the Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy (ADVANCE)

Act, signed into law in July 2024, which streamlines regulatory processes and promotes advanced nuclear technologies.

Additionally,

the Infrastructure Investment and Jobs Act of 2021 allocates $6 billion to preserve America’s clean nuclear energy infrastructure

and $2.4 billion for advanced nuclear reactors, enhancing the sector’s financial stability.

to a 2023 published McKinsey Report titled “What will it take for nuclear power to meet the climate challenge?”, up to 800

gigawatts of new nuclear power could be necessary to meet net-zero targets.

In estimating the nuclear power needed to support the energy

transition, we used techno-economic grid modelling to project the overall power mix by 2050.

Our scenario—based on “Further

Acceleration” estimates from a report titled “Global Energy Perspective 2022” released by McKinsey in 2022 for global

energy mix, as well as anticipated supply and demand for power—accounts for potential constraints on scale-up in renewables, such

as scarcity of land, raw materials, and transmission limitations.

Although our scenario does not rely on a full analysis of grid models

and energy-transition scenarios, it does estimate roughly how much additional dispatchable, low-carbon generation will be needed to meet

net-zero targets.

Modelling reveals that the energy transition could require an additional 400 to 800 gigawatts of new nuclear energy—which

could represent up to 10 to 20 percent of future global electricity demand—to meet the need for dispatchable power (that is, not

wind and solar) by 2050.

800 gigawatts of net additional nuclear capacity would triple the current nuclear capacity of 413 gigawatts

and would require approximately 1,000 gigawatts to be generated by new nuclear facilities, as between 100 gigawatts to 250 gigawatts

of current capacity will need to also be replaced.

This represents a very large market for our proposed microreactors to participate

in, with even a small amount of market share capture leading to significant revenue generating opportunities for our company.

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.

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.

Vision, Market Opportunity and Key Government Support

believe our achievements to date and our business plans are positioning our company to be a leading participant in the U.S.

nuclear 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

nuclear energy

industry through simultaneously rebuilding and introducing national capabilities to drive the resurgent nuclear energy industry.

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.

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interest because of the long return timelines and high risks.

the early stage of our company, we believe we are competitively differentiated in many ways.

We believe we are competitively differentiated in many ways.

Non-Dependent

on Government Funding .

Most SMR and microreactor companies are reliant on government grants and financing to progress their

Consequently, their progress can cease once government funding is not available.

Currently, we do not rely on government

funding to sustain our business operations, though we have already received government grants.

While we will seek available

government funding opportunities in the future, the absence of government support does not impede our progress in advancing our

research, business, or technological developments.

Our leadership team possesses extensive experience in successfully securing

funding from both private and public sources.

Additionally, our investor base includes capital from industry professionals who

recognize the immense potential of our company.

Notwithstanding the foregoing, our limited operating history and early stage of

business makes an evaluation of our business and prospects very difficult, we have a new and unproven technologies and will need to

raise additional capital to implement our business plans.

Our investor base includes a large component of capital raised from nuclear industry professionals who have reviewed

our plans, concepts, and technologies, and found our company to have enormous potential.

The high proportion of investment from experts

in the industry has been an endorsement that has provided investors without a nuclear background with the confidence to invest.

On the technical front, we have benefited from insight into the problems which affected earlier movers within the

nuclear technology space.

Large SMR companies have raised billions of dollars for development but have been stalled by the lag in

developing 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 our own fuel processing facility, as well as using 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.

Our new and unproven technologies will necessitate a significant infusion of additional capital

for successful deployment in future.

This imperative business requirement has influenced our strategic decision to diversify our

operations, with the aim of establishing nearer term revenue streams which we are seeking to initiate prior to the anticipated commercial

launch of microreactor technology.

During 2024, individuals with high placed government service and contacts joined our company.

These include (i) John

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 and (iii) David Tiktinsky, a forty year veteran of the NRC, who joined as our Head of Nuclear

Regulatory Licensing.

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.

We expect these individuals to provide support and services to us, thereby facilitating the progression of our ambitions and projects.

Furthermore, given the nuclear industry has been comprehensively intertwined with government agencies, the value of access to government

and regulatory personnel cannot be overstated.

These contacts provide guidance and insights to us, informing us of both conventional

and unconventional challenges that warrant our consideration.

Such guidance is an invaluable resource, fortifying our endeavors to systematically

mitigate risks associated with our business operations.

Our technical team is world class, with simple and realizable reactor concepts that do not require exotic fuels

and who are aware of all the difficulties faced by almost every other reactor company who has chosen alternative designs.

has a deep knowledge of applicable regulatory requirements surrounding safety, transportation, and decommissioning, and our designs

have incorporated all these considerations from the outset.

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, as

detailed below.

Aside from the support for existing nuclear capabilities, all of these initiatives have the potential directly or

indirectly to benefit and support our company.

In July 2024, President

Biden signed the Advanced Nuclear for Clean Energy (ADVANCE) Act, which passed Congress with overwhelming bipartisan support.

a host of other transformative actions, the ADVANCE Act includes numerous benefits to the nuclear microreactor segment where we operate.

For instance, it requires the NRC to report to Congress within 9 months on the particular licensing requirements for advanced reactor

operations, non-electric uses, and co-location with industrial facilities.

Within 18 months, the NRC is mandated to implement specific

licensing strategies for microreactors, considering their special characteristics and regulatory aspects such as staffing, security,

and transportation.

These mandates are expected to help provide clarity and more certainty to the nuclear licensing process for companies

The ADVANCE Act also aims to streamline the DOE’s process for approving the export of American technology while maintaining

strong nuclear non-proliferation standards.

It also seeks to update outdated rules that restrict international investment in the U.S.

nuclear energy sector, empowering this market to grow and foster innovation.

These initiatives could

transform the regulatory pathway for our company, potentially reducing costs and resistance, and accelerating the commercialization

of its advanced nuclear technology solutions.

On a broader scale, the ADVANCE Act lays the foundation for next-generation advanced

nuclear energy solutions by dedicating significant investments to expand domestic uranium enrichment capacity and ensuring a steady

supply of the HALEU which is essential for advanced reactors.

Advanced Reactor Development.

The DOE has been actively supporting the development of advanced nuclear reactor technologies.

Through programs like the Advanced Reactor

Demonstration Program (ARDP) and the Advanced Reactor Concepts (ARC) program, the U.S.

government is providing funding to accelerate

the commercialization of next-generation nuclear reactors like our proposed microreactors that are safer, more efficient, and produce

Energy Innovation and Modernization Act (NEIMA) .

Signed into law in January 2019, this federal legislation aims to streamline

the regulatory process for advanced nuclear reactors, making it easier for companies to develop and deploy new nuclear technologies

in the United States.

government has provided loan guarantees to support the construction of new nuclear power plants.

guarantees help reduce the financial risk associated with building nuclear facilities and encourage private investment in nuclear

energy projects.

Energy Research and Development Funding .

The DOE’s Office of Nuclear Energy (ONE) provides funding for research and

development projects related to nuclear energy.

This includes research on advanced reactor technologies, nuclear fuel cycle options,

and innovations in nuclear waste management.

While we have not yet taken advantage of government funding, we plan to seek such funding

in the future should an appropriate opportunity arise.

Public-Private

Partnerships .

government has encouraged collaboration between the public and private sectors to advance nuclear

Initiatives like the GAIN voucher help connect industry partners with national

laboratories and expertise to accelerate the development and deployment of advanced nuclear technologies.

Our collaboration with INL

is an example of this trend.

In September 2024, we announced that the DOE

granted us a voucher award for the independent assessment of our novel heat exchanger concept for an

open-air Brayton cycle in collaboration with INL.

The heat exchanger concept provides a turnkey solution for our ZEUS

microreactor in development.

for Existing Nuclear Fleet .

government recognizes the importance of maintaining the existing fleet of nuclear power

plants, which provide a significant portion of the nation’s carbon-free electricity.

Various measures have been proposed and

implemented to ensure the economic viability of these plants and prevent premature closures.

Energy Export Initiatives .

government has been working to promote the export of American nuclear technology and

expertise to other countries.

This supports global efforts to decarbonize energy systems and strengthen international partnerships

in the nuclear energy sector.

of Energy Non-Defense Programs for Nuclear Energy and Fossil Energy and Carbon Management.

In the federal government’s

fiscal 2023 budget, $1.7 billion was allocated for the Office of Nuclear Energy, (NE), and $62 billion was allocated to the DOE

over a five-year period to deliver a more equitable clean energy future.

A further $892 million was allocated to support research

and carbon development for carbon management technologies.

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.

Competitive Strengths

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

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 nuclear fuel

and transportation.

Our diversified business model will make us highly differentiated from other reactor companies.

our reactor designs were selected for specific markets, the type of reactor we are developing brings great advantages to our business.

We are focusing on the 1-1.5 megawatt electric (or Mwe) power outputs, currently no advanced reactor design has reached prototype stage

within this commercial space.

The more developed concepts and reactor companies are almost all catering to different markets, namely

civil nuclear power for large cities and towns.

The microreactor space by comparison is relatively undeveloped, with no organizations

demonstrably ahead in development.

believe we have an expertise advantage over other companies developing microreactors, as we can recruit 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.

We had the fortune to connect with professors and scientists from around the world, with the

opportunity to work freely on entirely funded projects, with few constraints, drawing from their specializations and expert areas.

technical personnel involved in the current design of our reactors have been involved with the design and development of dozens of different

In addition, as described below under “Intellectual Property”, we recently acquired a nuclear reactor cooling technology

that we believe will give our microreactor designs a competitive advantage.

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.

Processing Business.

believe, based on our market research, that no SMR and microreactor company is currently developing an integrated non-TRISO CAT II fuel

supply chain to produce fuel for their reactors.

Our strategy to create the 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.

CAT III facility allows for the processing and handling of U235 up to 10% U235 enrichment, there are currently three groups in the U.S.

authorized to operate a CAT III facility.

A CAT II facility allows for the processing and handling of U235 up to 20% U235 enrichment.

We believe, based on our market research, that we are progressing towards being the only non-TRISO CAT II facility operator in the country,

giving our business an enormous competitive advantage for both 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.

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.

Transportation Business.

identified a transportation concept which investigated a high capacity HALEU fuel transportation basket design, which has been developed

by INL, ORNL and PNNL, and funded by the DOE.

The technology was developed around a licensed third-party cask technology to create a

full HALEU transportation package, which provided the most advanced solution we identified 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 a NRC certified and transportation package for

the transportation of HALEU materials.

provide our company further advantage in the fuel transportation space, we recruited two former executives from UPS, the world’s

largest shipping company, as our consultants 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) fuel for a wide customer base, including

SMR and microreactor companies, national laboratories, military, and DOE programs.

are a young company seeking to develop and launch an integrated nuclear energy business.

Our efforts face and will continue to face many

significant challenges, as our business involves complex nuclear technology, regulatory hurdles, and rapidly shifting market dynamics.

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 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:

the necessary permits and licenses for nuclear reactors, facilities and transportation capabilities is time-consuming and expensive.

Microreactors must meet stringent safety and environmental standards, and gaining regulatory approval can be a lengthy endeavor.

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.

and operating a microreactor 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.

political and regulatory landscape can change, impacting the stability and viability of nuclear projects.

International agreements

and geopolitical factors can also affect nuclear technology access and export.

competitors (nearly all of which are significantly larger and have more cash resources than we do) are other power generation systems

which provide energy within the 1Mwe-1.5Mwe range.

This competition includes fossil fuel power generating units, renewables, long duration

storage and other nuclear reactors, including other microreactors.

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.

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”,

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addresses many of the flaws of traditional nuclear power plants, such as large upfront capital costs.

to an article titled “More Than 40% of World’s Electricity Came From Zero-Carbon Sources in 2023” released on 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,

such as the VOYGR plant design by NuScale Energy Corporation (NYSE:SMR) (NuScale), can operate as baseload generation, load-follow renewables

and/or support key industrial applications.

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

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.

their innovative design SMRs and microreactors, can operate as baseload generation, load-follow renewables and/or support key

industrial applications.

Advanced Nuclear Reactors

are several reactor technologies that are in various stages of development, such 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 technologies,

like ours, are designed to be clean, safe, and highly reliable.

However, these technologies have not received regulatory approval in

the United States, and many of the technologies do not have the fuel supply infrastructure necessary to succeed.

Currently, we believe,

based on our market research, that there are no microreactor prototypes, and no other SMR companies other than NuScale – which

caters to a different market than our planned market, has a licensed advance reactor.

Nuclear Energy Centre Collaboration

accordance with observed market trends and the surging global demand for nuclear personnel, combined with a shortage of suitably nuclear

qualified individuals, we have partnered with Cambridge Nuclear Energy Centre, part of the University of Cambridge, to develop a series

of nuclear teaching programs to educate the next generation of qualified nuclear individuals capable of facilitating the growing demand

and interest in nuclear energy.

with the Chair of Cambridge Nuclear Energy Centre, we will design and provide Master’s and Doctorate programs in Nuclear Energy

science, physics and engineering related disciplines, to graduate competent engineers and physicists ready for practical deployment to

industry, academia, and research and development destinations.

The courses will be designed to provide the candidates with practical

learning which can be usefully applied to the current nuclear environment and state of industry.

strategy includes the employment of graduating personnel upon completion of their programs, to provide further value to our reactor programs,

our fuel processing business, and our business services practice.

The programs will serve to provide our company with a stream of individuals

competent in nuclear science and engineering, at a time when personnel are increasingly difficult to source;

mitigating against potential

insufficient staffing caused by the labor demand.

Concurrently, we expect to be able to provide our graduates with global and dynamic

work opportunities which rival and exceed any other company involved within the nuclear energy space, assisting to retain and attract

the best personnel.

April 3, 2024, we entered into a BEA License with Battelle Energy Alliance, LLC, the manager of the INL (BEA), and have been working

with the groups capable of aiding us in the development of the concept into a governmentally certificated and licensed product proficient

in the transportation of enriched fuels.

to the BEA License, we received an exclusive, royalty-bearing license from BEA for a U.S.

patent that can be used worldwide related to

devices and systems used for HALEU transportation.

The BEA License grants us, as the licensee, exclusive rights for the use of this patent

and the licensor is not permitted to license the patent to any other parties within the specified scope.

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, abandonment, or other termination of the licensed patent covered by the BEA License.

BEA License may also be terminated immediately by BEA in the event of our default on any material obligations, and we may terminate the

BEA License 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.

of ALIP Technology

June 21, 2024, we closed an acquisition of a novel annular linear induction pump (ALIP) intellectual property used in small nuclear reactor

cooling from noted physicist, research engineer and project manager Carlos O.

Maidana, PhD.

of Maidana Research.

connection with the transaction, Dr.

Maidana has agreed to collaborate with us as a consultant on further development of the ALIP technology

with a view towards achieving SBIR Phase III Award status.

These efforts will build on previous DOE grants for the technology aggregating

over $1.37 million in prior phases.

Pursuant to a consulting agreement between us and Dr.

Maidana, we will provide funding (estimated

to be approximately $350,000) and other resources necessary for the Phase III project, and Dr.

Maidana will be the Principal Investigator

on this project.

SBIR program is a federal initiative designed to support small businesses in conducting research and development with strong potential

for commercialization.

By funding these projects, the SBIR program aims to stimulate technological innovation and facilitate the transition

of research into viable products and services.

SBIR Phase I focuses on feasibility and technical merit, Phase II involves further development

and prototype creation, and Phase III centers on commercialization, requiring external funding to bring the innovation to market.

ALIP technology, which is based on electromagnetic (rather than moving) pumps, is a key-enabling technology to our ODIN microreactor

in development.

Following the previously announced completion of INL’s review of the ODIN microreactor design in February 2024,

our engineers have diligently worked to identify relevant technologies to further optimize and simplify ODIN’s design.

ALIP technology, to be refined during the SBIR Phase III program, is an example of this strategy in action.

we believe there is significant potential for this technology to be separately commercialized within a year as a component for all salt-based

coolant reactors.

There are numerous advanced reactor designs which utilize salt-based coolants in fission and fusion energy industries,

as well as in the advanced materials, space exploration, marine propulsion, and high-temperature and industrial process sectors.

SBIR Phase III project acquired by us integrates several previous SBIR efforts, specifically:

Number DE-SC0019835:

Development of a Small Electromagnetic Pump for Molten Salt.

Number DE-SC0022805:

Software for Multiphysics Analysis and Design of Annular Linear Induction Pumps.

Number DE-SC0013992:

Computational Tools for the Design of Liquid Metal Thermomagnetic Systems.

part of this transaction, Dr.

Maidana assigned to us all intellectual property rights associated with the ALIP product, his work on the

foregoing grants and the proposal for the SBIR Phase III program.

consideration for the ALIP acquisition, we (i) issued 50,000 shares of common stock to Dr.

Maidana and (ii) paid Dr.

Maidana cash consideration

Additionally, we agreed to deliver to Dr.

Madana an additional (x) 50,000 shares of common stock and (y) cash consideration

of $50,000, contingent upon the successful completion of SBIR Phase III project prior to June 21, 2025, without additional expense to,

or funding requirement by, us.

Provisional Patent

March 27, 2024, we filed an application for a U.S.

Provisional patent – “ ZEUS ” to protect certain key

design considerations.

In July 2024, we filed another application for a U.S.

Provisional Patent to secure our newly acquired annual

linear induction pump technology (ALIP).

As of December 27, 2024 , these two patent

applications remain under review by the USPTO.

Other than that, for competitive reasons, to date we have not filed for any other

or international patents related to our technology and have opted to maintain such technology as a trade secret.

This includes

our ODIN microreactor and other technologies.

However, we have been in consultation with legal counsel to discuss patenting aspects

of our developed technology.

In addition, we are implementing a strategy to further the research and progress of our microreactor

technology to a more finalized form.

We believe that developing technology more comprehensively before patenting offers several

advantages that can enhance the overall value and protection of the patent.

Such advantages include stronger patent claims, reduced

risk of invalidity, potential increased market value, minimized prior art, strategic timing, cost savings, better understanding of

applications, and trade secrets protection.

We plan to file utility or design patents for ZEUS and ODIN

microreactors before March 27, 2025.

we believe developing technology more comprehensively before patenting it provides our company with certain potential strategic advantages.

However, we will balance the advantages of comprehensive development with the risk of potential delays in securing patent protection.

We will continue to consult qualified intellectual property counsel so we can make informed decisions regarding the timing of patent

filings and the overall protection strategy.

of December 27, 2024, we have one trademark application “ Smaller, Cheaper and Safer”

on class 11 , pending approval from the United States Patent and Trademark office , and

one domain name.

of USNC Assets – Patented MMR® Energy System and Pylon Reactor Technology

December 18, 2024, we entered into the USNC Agreement with USNC to acquire select nuclear energy technology assets, including USNC’s

micro modular nuclear reactor business marketed as a MMR Energy System , and transportable fission power system technology business

marketed as a Pylon Transportable Reactor Platform , including certain contracts, intellectual property rights, demonstration projects

and the equity interests of two non-U.S.

MMR Energy System is a zero-carbon nuclear power plant, integrating one or several standardized micro reactors with a heat storage unit

and the adjacent plant for power conversion and utilization.

The system, which is under development, could be used to provide carbon-free,

high-quality process heat for co-located industrial applications, and for high-efficiency hydrogen production.

The MMR Energy System

compliments our own ‘ZEUS’ and “ ODIN ’ microreactors in development.

However, whereas

‘ ZEUS ’ and “ ODIN ’ are being designed to be portable and produce 1 to 1.5 megawatts

thermal (“MWth”) of power, the MMR Energy System is stationary and designed to produce power up to 45 MWth, opening additional

potential markets to us.

The MMR Energy System is being demonstrated at the Canadian Nuclear Laboratories with Ontario Power Generation

and at the University of Illinois at Urbana-Champaign.

It was also the first small modular reactor to enter the formal licensing review

phase with the Canadian Nuclear Safety Commission.

Pylon reactor is a compact nuclear reactor designed for versatility in application and deployment.

It is designed to provide between 1 MWth and 5MWth of power and can be integrated with modular balance of plants tailored to specific

applications including remote terrestrial, marine, and space deployments.

The Pylon reactor is scheduled to be demonstrated at the Idaho

National Laboratory’s DOME facility by 2027, following USNC’s selection for the National Reactor Innovation Center (NRIC) Front-End

Engineering program.

newly acquired technologies align closely with our intended uses for ZEUS and ODIN , which are designed

for remote, industrial, infrastructural, maritime, and extra-terrestrial applications, including large-scale data and artificial

intelligence centers and other energy-intensive operations, positioning us to capitalize on growing financial investment and

societal momentum driving advanced nuclear energy technologies on a global scale.

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 innovation efforts.

We also intend to build upon and strengthen the extensive industry relationships that

USNC established during its operations.

This includes collaboration with the U.K.

government on the MMR reactor under a cost-share

program and ensuring continuity in licensing, regulatory, and grant-related efforts wherever feasible.

The acquired technology will

also enable us to refine and better tailor our offerings within previously announced collaborations and partnerships, including

ongoing initiatives.

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.

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 .

with Our Executive Officers

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.

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.

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.

concurrently serves as the chief executive officer and chairman of the board of LIST.

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

He is also concurrently serving on the board of directors of several small-cap publicly traded companies and a consultant

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

Executive Compensation ”.

currently have director & officer liability insurance for our officers and certain directors.

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have not produced any products yet, we have determined that our current insurance coverage is sufficient for our business operations

and Development

of December 27, 2024, our team has spent approximately 2.8 years on research and development and invested over an aggregate of approximately

$5.4 million on research and development related to ZEUS and ODIN to develop this technology.

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.

team is also involved in developing new innovative technologies that will represent future business endeavors, such as fuel processing

and fuel transportation.

research and development team has nearly 150 years of collective experience related to nuclear energy and reactor design ,

involving scientists and engineers from the University of Berkeley, California, and the University of Cambridge.

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.

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

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

addition, we have been awarded 200 hours of subject matter expert (SME) support at INL as part of the National Reactor Innovation Center

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and neutronics.

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.

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.

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.

KRONOS–UIUC project is intended to serve as a demonstration of the KRONOS reactor, subject to securing the necessary regulatory

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.

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.

Agreements and Current Memoranda of Understanding

Agreement by and between Nano Nuclear Energy Inc.

and Cambridge AtomWorks (2024) Limited (“Cambridge AtomWorks”)

August 2, 2023, we entered into a services agreement with Cambridge AtomWorks LLP, which was replaced on July 29, 2024 with an updated

services agreement with Cambridge AtomWorks (2024) Limited (or Cambridge AtomWorks).

Through Cambridge AtomWorks, our ODIN

development team, led by Ian Farnan and Eugene Schwageraus, provide services to us related to our ODIN microreactor in

Pursuant to the 2023 agreement, Cambridge AtomWorks conducted a conceptual design feasibility study that analyzed the main

design parameters of the ODIN microreactor and the proposed materials used to construct a power plant.

These activities have been substantially

completed, which led to the execution of the 2024 agreement with AtomWorks.

responsibilities of Cambridge AtomWorks under the 2024 agreement include progressing the development of the ODIN reactor

beyond the conceptual stage to achieve the various intermediate stages of development including, but not limited to, those related to

optimizing key system components and functions, with the goal of advancing the ODIN design to be in the position to begin

the formal regulatory application process.

The 2024 agreement with Cambridge AtomWorks, like its predecessor agreement, contains customary

data security and privacy, confidentiality, indemnification, and intellectual property covenants.

consideration of the services provided, we will pay Cambridge AtomWorks up to $4,864,567 in fees and expense reimbursements.

are to be paid over a two-year term and are based on specific activities that Cambridge AtomWorks must perform.

The 2024 agreement expires

two years from the effective date, or until July 25, 2026, whichever is later.

During the year ended September 30, 2024, we paid approximately

$586,000 to Cambridge AtomWorks.

of Understanding by and between Centrus and HALEU Energy

March 30, 2023, our subsidiary HALEU Energy entered into a memorandum of understanding with Centrus.

Pursuant to this agreement, both

parties will explore the possibility of Centrus providing High-Assay Low-Enriched Uranium (HALEU) to HALEU Energy, as needed, to support

HALEU Energy’s research, development, and commercialization efforts, for fuel qualification, for our initial test reactor cores

and our commercial variant micro reactors.

The parties will also (i) explore the compatibility of HALEU Energy’s engineering and

technical needs, and Centrus’ technical and manufacturing capabilities to satisfy those engineering and technical needs;

Centrus providing engineering and/or advanced manufacturing services to HALEU Energy;

and (iii) explore Centrus providing consulting

services to HALEU Energy in the areas of fabrication, deconversion, regulatory and licensing, and transportation.

is a nonbinding and nonexclusive relationship and has customary covenants regarding confidentiality.

The term of this agreement ends

on December 31, 2025, and may be extended prior to its expiration by mutual agreement of the parties.

Partnership Project Agreement No.

23SP817 between Nano Nuclear Energy Inc.

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 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).

December 6, 2023, we entered into an amendment to the SPP agreement with BEA, pursuant to which the estimated timeline for completion

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deconversion, transportation and microreactor development projects.

of Understanding with Rwanda Atomic Energy Board

August 2024, we announced that we had signed a memorandum of understanding with the Rwanda Atomic Energy Board (RAEB).

This memorandum

establishes a framework under which we will work alongside the RAEB to facilitate the introduction and eventual integration of small

modular reactors (SMRs) and microreactors, like our ZEUS and ODIN , throughout the Republic of Rwanda.

will also be responsible for enabling the development of the country’s entire ecosystem of nuclear energy systems.

This includes

providing technical assistance, training and educational programs to develop Rwanda’s technical expertise in the nuclear energy

of Understanding with Vert2Grow Energy Solutions

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high-yield food production in challenging environments.

of Understanding with the DOE Regarding ZEUS and ODIN

December 4, 2024, we announced our execution of a memorandum of understanding with the Idaho Operations Office of the DOE setting

forth a framework for the collaboration between our company and the DOE to evaluate the feasibility of siting, construction,

commissioning, operation and decommissioning of our ZEUS and ODIN microreactors at INL Through this

memorandum, we will work with the DOE and BEA to progress the development, siting, and eventual testing of our innovative

microreactor designs.

The memorandum outlines several core activities, such as site

evaluations, support of our NRC licensing activities, and the development of operational and security plans, including hazardous

material management.

We will collaborate with the DOE to assess the suitability of

INL’s infrastructure and secure appropriate land-use agreements for supporting the experimental reactors, focusing on site

selection, feasibility studies, and thorough security and emergency planning.

Each party will be responsible for its own costs, as

specified in the memorandum.

The memorandum also includes provisions for regulatory coordination, communication strategies, and

efforts to ensure environmental compliance under the National Environmental Policy Act (NEPA), with both parties committed to

adhering to all applicable local, state, and federal laws.

of Understanding with the Government of the Togolese Republic

December 5, 2024, we announced that we had signed a memorandum of understanding (MOU) with the Government of the Togolese Republic.

memorandum establishes a framework under which we will collaborate with the Togolese government to advance the development and deployment

of nuclear reactors, fuel facilities and nuclear material transportation within the territory of Togo.

The collaboration aims to supplement

Togo’s national energy initiatives with advanced nuclear technologies, including microreactors like our ZEUS and

ODIN microreactors, and build a more robust energy ecosystem.

Under this memorandum, we will be responsible for evaluating

the specific regional needs for energy systems that can support remote mines, industries, data centers, towns, hospitals, and desalination

plants throughout the country, without the need to connect to the national grid.

In turn, the Togolese government will support our licensing

and implementation efforts in Togo, ensuring that the projects meet all international safety, non-proliferation and best practices.

of Understanding with Digihost

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 leverages 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 signifies 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.

In the interim, we will assist in

optimizing Digihost’s existing gas power infrastructure to ensure energy stability while nuclear deployment is developed.

part of the collaboration, we will also provide consulting services to Digihost to support the planning and execution of the

project, which will include regulatory advice, site assessment, roadmap development and stakeholder engagement.

The project’s

timeline aligns with our overall expectations for licensing and deployment, with reactor integration within Digihost’s

operations targeted for 2031.

Before deployment, we and Digihost will conduct a comprehensive site assessment of Digihost’s

location, initiate site preparations and develop a comprehensive, phased implementation strategy, collaborate on the design,

construction, testing, and commissioning of an advanced microreactor power system, and work together on regulatory and licensing

This memorandum is non-binding, and we will look to further memorialize our collaboration with Digihost through

definitive agreements in the future.

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

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.

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.

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

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”)

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.

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

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.

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.

Overview ” for further detail.

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.

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.

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.

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

7, 2025 Private Placement

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.

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.

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.

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.

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

Safety Regulation .

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incorporate by reference a design certification thus limiting the scope of its license application to site-specific information and operational

A customer desiring to construct and operate one of our ZEUS or ODIN 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.

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 .

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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.

If we pursue markets outside of the U.S., we will assess all international regulatory

requirements which may be applicable to our business.

Regulations .

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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 HALEU fuel processing facility.

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.

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.

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.

nuclear fuel facility must also consider the impacts of the facility on the environment.

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make an environmental related finding of no significant impact (FONSI) prior to issuance of a license for the fuel facility.

regulatory licensing strategy is to design a HALEU nuclear fuel processing facility 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.

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.

is to produce a high-quality application that can be reviewed and approved by the NRC in the minimum amount of time.

the fuel transportation side, we are evaluating the availability and use of comprehensive nuclear material packaging.

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of nuclear fuel.

Safety Regulatory Approval in the United States .

In order for a nuclear fuel facility to be constructed and operated, a license application

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.

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.

license application submitted to the NRC will also include (a) an overview of the site and processes;

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and (m) a physical protection

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

We believe that the NRC review time can be compressed 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.

obtaining a license from the NRC, we will construct the facility in an expeditious manner.

After construction is completed, it is expected

that the NRC will perform an operational readiness review of the facility and grant NANO an authorization to operate.

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

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.

transport the fuel within the United States, NRC certified transportation packages will be used.

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the NRC, no international regulatory approvals will be needed.

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 IAEA transportation requirements

for transport of nuclear fuel and the recipient’s country’s requirements.

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 and non-proliferation restrictions.

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.

Exports related to our fuel processing facility 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

This includes items that are considered especially designed for the fabrication of nuclear fuel including equipment that:

processes or controls the production flow of nuclear material;

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.

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.

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;

(d) check the finished treatment of the sealed fuel;

(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.

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.

types of controls are required to ensure compliance with NRC export control regulations.

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Capital Resources

of December 27, 2024, we had five full time employees and had 39 independent contractors with an aggregate of 62 advanced degrees, including

31 master’s degrees in engineering and science, 17 PhDs and two JDs (Juris Doctors - Doctors of Law).

We have utilized independent

contractor relationships with our senior executive officers, except for Jay Jiang Yu, with whom we have an employment agreement, that

became effective on October 1, 2024, but we intend to enter into formal employment agreements with our other senior executive officers

in the future.

following table provides a breakdown of our staff by function as of December 27, 2024.

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,

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

We intend to enter into formal employment agreements with our other senior executive officers in the future.

Business - Arrangements with Our Executive Officers.”

The following table provides a breakdown

of our staff by function as of December 16, 2025.

Number of Staff

Research and Development (1)

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Administration

There was an increase of headcounts for a total of nine staff, or approximately 129% of the total research and development personnel

in the research and development department in 2024 compared to the same period in 2023.

The above-mentioned increases were due to

the recruitment of new staff for our research and development.

There was an increase of headcounts for a total of eight staff, or approximately 62% of the business operation personnel in the business

operation department in 2024 compared to the same period in 2023.

The above-mentioned increases were due to the recruitment of new staff

for our business operations.

(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

(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

workforce operates under a hybrid model that integrates both in-office and remote work arrangements.

We have a seasoned leadership team with nearly 150 years of cumulative experience in the

nuclear industry.

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.

we regularly review staff development and succession plans for each of our functions to identify and develop our pipeline of talent.

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.

believe we offer our staff competitive compensation packages and an environment that encourages self-development and, as a result, have

9 unchanged sentences

on April 1, 2024 and has a term ending on July 31, 2031.

August 2024, we purchased a 1.64-acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee for $1.7

The purchase includes a 14,000 sq.

ft., 2-story building to house our Nuclear Technology Headquarters.

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 Headquarters 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.

We expect to grow the number of personnel working at the facility over the next year and expect to ultimately employ up to 30 personnel

at the facility.

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

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.

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.

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.

building to serve as a regional demonstration

and office facility to support the development of our KRONOS MMR™ Microreactor Energy System.

believe the above-mentioned facilities and offices are adequate and suitable for our current needs and that, should it be needed, suitable

20 unchanged sentences

Advanced Fuel Transportation has not commenced operation as of the date of this Report.

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

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.

In September 2024, Dr.

Carlos Maidana was appointed to lead our Nano Nuclear

Space activities.

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.

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.

(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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business