What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-12-18 compared with 2024-12-30 · 654 added, 549 removed, 704 unchanged (63% of the section changed)

in our securities involves a high degree of risk .

Investing in our securities is

speculative and involves a high degree of risk .

You should carefully consider the risks and uncertainties described below,

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Related to Our Industry and Business

have incurred losses and have not generated any revenue since our inception.

We anticipate that we will continue to incur losses, and

expect that we will not generate revenue, for the foreseeable future.

incurred significant operating losses since inception and have an accumulated deficit of $17.4 million as of September 30, 2024 and

had negative operating cash flow for the year ended September 30, 2024.

We expect that operating losses and negative cash flows will

increase in the coming years because of additional costs and expenses related to our research and development (which we refer to

herein as R&D), business development activities and our status as a publicly traded company.

We have incurred losses and have not generated any revenue

since our inception.

We anticipate that we will continue to incur losses, and expect that we will not generate meaningful revenue for

the foreseeable future.

have incurred significant operating losses since inception and have an accumulated deficit of $57.5 million as of September

30, 2025 and had negative operating cash flow for the year ended September 30, 2025.

We expect that operating losses and negative cash

flows will increase in the coming years because of additional costs and expenses related to our research and development (which we refer

to herein as R&D), business development activities and our status as a publicly traded company.

date, we have not generated any revenue.

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effects on our stockholders’ equity (deficit) and working capital and may lead to the failure of our business.

are an early-stage company in an emerging market with an unproven business model, new and unproven technologies, and a short operating

history, which makes it difficult to evaluate our current business and prospects and may increase the risk of your investment.

We are a pre-revenue company

in an emerging market with an unproven business model, new and unproven technologies, and a short operating history, which makes it difficult

to evaluate our current business and prospects and may increase the risk of your investment.

only have a limited operating history upon which to base an evaluation of our current and future business prospects.

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Moreover, we will be required to make significant expenditures over the near and long term just to achieve any level

the next twelve months, we will continue to progress the development of our advanced microreactors and our vertically integrated fuel

processing business, with estimated expenditures to be approximately $40 million.

This allocation comprises approximately $25 million

dedicated to the research, development, and physical test work of our microreactors and other technologies, such as our fuel transportation

A further allocation of approximately $10 million will be allocated to the development of our planned HALEU fuel processing facilities

alongside LIST, the related-party uranium enrichment company with whom we collaborate and in which we’ve made a strategic investment.

The remaining approximately $5 million is earmarked for miscellaneous costs essential to propelling the progress of our microreactors,

encompassing the support of current personnel engaged in executive, finance, accounting, and other administrative functions.

utilize our cash resources raised in 2024 for acquisitions of complementary businesses or assets.

estimate that our microreactor demonstration work will be conducted between 2025 and 2027, our microreactor licensing application will

be processed between 2026 and 2029, and our microreactors will be launched between 2030 and 2031.

We also plan on providing nuclear service

support and consultation services for the expanding and resurgent 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.

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

We have commenced

several material discussions with potential targets for such acquisitions, but as of the date of this Report, we have not entered into

any definitive agreements for such acquisitions.

In combination with our intention to acquire existing revenue generating consultancy

businesses, we are focusing on building our own internal nuclear consultation business in coordination with certain outside academic

institutions, which we anticipate would require approximately $2 million over the next twelve months to recruit additional staff and

build corresponding infrastructure to be capable of providing these services.

Notwithstanding the foregoing, the outlined expenditures

and our anticipated timelines are estimations only.

These estimates are inherently subject to significant risks and change due to unforeseen

circumstances, operational challenges, adjustments in the development plans for our microreactors and other technologies and uncertainties

associated with the governmental licensing approval process, and other factors beyond our control.

Given that these elements may exceed

our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

limited operating history and early stage of our business makes an evaluation of our business and prospects difficult.

You must consider

our business and prospects in light of the risks and difficulties we encounter as an early-stage company in the new and rapidly evolving

market of the nuclear energy industry.

These risks and difficulties include, but are not limited to, the following:

Over the next twelve

months, we will continue to progress the development of our advanced microreactors and our vertically integrated fuel processing

business, with estimated expenditures to be approximately $65 million.

This allocation comprises approximately $43 million dedicated

to the research, development, quality assurance, licensing, and physical test work of our microreactors and other technologies, such

as our fuel transportation system.

A further allocation of approximately $12 million will be allocated to the development of our

planned fuel processing facilities alongside LIST, the related-party uranium enrichment company with whom we collaborate and in

which we’ve made a strategic investment.

The remaining approximate $10 million is earmarked for miscellaneous costs essential

to propelling the progress of our microreactors, encompassing the support of current personnel engaged in executive, finance,

accounting, and other administrative functions.

We may also utilize our cash resources raised in 2024 and 2025 for acquisitions of

complementary businesses or assets.

estimate that the development, construction, testing and licensing of our microreactors (notably the KRONOS MMR) will continue from

2026 to 2030, with the full-scale, first-of-its-kind KRONOS energy system expected to be fully operational and licensed by 2030.

microreactor construction permit application (CPA) for KRONOS is expected to be filed in 2026, with full construction activities

commencing after NRC approval of our CPA is completed.

Our KRONOS microreactors are expected to be commercially launched around

We also plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy

industry in 2026, both domestically and internationally.

As part of our domestic initiatives, following our collaboration with

Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having formally launched

our consulting service offerings.

Our consulting support contributed to the planning and execution of the Digihost project and

included regulatory advice, site assessment, roadmap development, and stakeholder engagement.

We are currently evaluating strategic

acquisitions or collaborations to expand our business operations and formally establish our consulting services, and have commenced

several material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we

have not entered into any definitive agreements for such acquisitions or collaborations.

In combination with our intention to

acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation

business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over

the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services.

Notwithstanding the foregoing, the outlined expenditures and our anticipated timelines are estimations only.

These estimates are

inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments in the

development plans for our microreactors and other technologies and uncertainties associated with the governmental licensing approval

process, and other factors beyond our control.

Given that these elements may exceed our initial expectations or lie

beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

An evaluation of our business and prospects may be difficult in light of the risks

we encounter as a company in the new and rapidly evolving market of the nuclear energy industry.

These risks and difficulties include,

but are not limited to, the following:

the necessary permits and licenses can be a lengthy and complex process, subject to rigorous safety and environmental regulations.

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

and fuel fabrication projects are very capital-intensive, and securing adequate financing can be a significant hurdle.

Economic risks

related to cost overruns, construction delays, or market uncertainties must be managed effectively.

and fuel supply chain projects are very capital-intensive, and securing adequate financing can be a significant hurdle.

risks related to cost overruns, construction delays, or market uncertainties must be managed effectively.

demand for microreactor-generated power may be uncertain, especially in the early stages of the business.

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cause our operating results to suffer.

nuclear microreactors are still at the development stage and have not been put into production yet.

microreactors are still at the development stage and have not been put into production yet.

Developing, producing, and commercializing

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sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

may also seek to raise additional funds through collaborations and licensing arrangements.

These arrangements, even if we are able to

secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

we plan to apply for government funding in the form of grants or other funding from agencies such as the DOE.

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to our directors and officers.

9, 2024, a putative securities class action lawsuit was filed against us and certain of our officers in the United States District Court

for the Southern District of New York, captioned Yvette Yang v.

On August 9, 2024, a putative securities

class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern District of

New York, captioned Yvette Yang v.

Nano Nuclear Energy Inc., et al., No.

1:24-cv-06057 (S.D.N.Y.).

The complaint

asserts claims for alleged violations of federal securities laws related to statements concerning our business and prospects, including

our progress toward microreactor development.

The plaintiff seeks to represent a class of certain persons who purchased or otherwise acquired

our common stock during the period from May 8, 2024 through July 18, 2024 and seeks unspecified damages and other relief.

On October 28,

2024, the court entered an order appointing Hongyu Xie as lead plaintiff.

On November 4, 2024, the court entered a scheduling order for

the filing of lead plaintiff’s amended complaint and a briefing schedule for our anticipated motion to dismiss, under

which lead plaintiff must file an amended complaint by January 6, 2025, and we must file a motion to dismiss by February 21, 2025.

We dispute the allegations in the complaint and intend to defend the case vigorously.

The case is at an early stage and we cannot reasonably

estimate the amount of any potential financial loss or cost that could result from the lawsuit.

on August 23, 2024, a putative shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against

certain of our directors and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively

on Behalf of Nano Nuclear, Inc.

On October 28, 2024, the court entered

an order appointing Hongyu Xie as lead plaintiff.

On January 6, 2025, lead plaintiff filed an amended complaint, naming as defendants

the Company, Jay Yu, James Walker, and Jaisun Garcha.

The amended complaint asserts claims for alleged violations of Sections 10(b) and

20(a) of the Securities Exchange Act of 1934 on behalf of persons who purchased or otherwise acquired our securities from May 8, 2024

through July 30, 2024.

The claims in the amended complaint relate to statements made by us and/or our directors or officers concerning

the Company’s business and prospects, including our progress toward development of nuclear microreactors and fuel manufacturing

On February 21, 2025, all defendants filed a motion to dismiss the amended complaint pursuant to Rules 12(b)(6) and 9(b)

of the Federal Rules of Civil Procedure, for failure to state a claim upon which relief can be granted.

On February 24, 2025, the court

sua sponte entered an order permitting lead plaintiff to file a second amended complaint or stand on her amended complaint.

14, 2025, lead plaintiff filed a second amended complaint, asserting the same claims asserted in the amended complaint.

2025, all defendants filed a motion to dismiss the second amended complaint pursuant to Rules 12(b)(6) and 9(b) of the Federal Rules

of Civil Procedure, for failure to state a claim upon which relief can be granted.

A hearing on the motion has not been scheduled.

dispute the allegations in the amended complaint and intend to defend the case vigorously.

The case is at an early stage and we cannot

reasonably estimate the amount of any potential financial loss or cost that could result from the lawsuit.

In addition, on August 23, 2024, a putative

shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our directors

and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf of Nano Nuclear,

James Walker, et al., No.

A-24-900423-C.

The complaint asserted claims for alleged breach of fiduciary

duties and corporate waste, among others, related to statements concerning our business and prospects.

On November 15, 2024, we

filed a motion to dismiss pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure based on plaintiff’s lack of standing, and

the director and officer defendants filed a motion to dismiss pursuant to Rule 12(b)(5) of the Nevada Rules of Civil Procedure based on

plaintiff’s failure to state a claim upon which relief can be granted.

On December 20, 2024, plaintiff filed an amended complaint.

The amended complaint alleges claims for alleged breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among

others, related to our business and prospects, including our progress toward microreactor development, the qualifications of our management,

and our investment in LIS Technologies Inc.

On behalf of our company, the plaintiff seeks damages from the director and officer defendants and an order directing

our company to take actions to reform and improve corporate governance and internal procedures.

The director and officer defendants deny

all allegations of liability and intend to vigorously defend against all claims.

Given the preliminary stage of the lawsuit and the inherent

uncertainties of litigation, we cannot determine with certainty the outcome of the case at this time.

On December 20, 2024, plaintiff filed an amended complaint, alleging claims for alleged

breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others.

The claims asserted in the amended complaint

relate to our management, business and prospects, including, among others, our progress toward microreactor development, the qualifications

of our management, and our investment in LIS Technologies Inc.

On behalf of our company, the plaintiff seeks damages from the director

and officer defendants and an order directing our company to take actions to reform and improve corporate governance and internal procedures.

On February 4, 2025, our company filed a motion to dismiss the amended complaint pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure

for failure to make a demand or alleged demand futility, and our directors and officers filed a motion to dismiss the amended complaint

pursuant to Rules 12(b)(5) and 23.1 of the Nevada Rules of Civil Procedure for failure to state a claim on which relief can be granted

and plaintiff’s lack of standing.

On April 24, 2025, the court heard and granted both the Company’s motion to dismiss and

the directors’ and officers’ motion to dismiss without leave to amend.

On October 30, 2025, the court entered a formal written

order and statement of decision granting the motions to dismiss.

On November 21, 2025, plaintiff filed a notice of appeal with the Nevada

Supreme Court.

No briefing dates for the appeal have been scheduled.

The director and officer defendants deny all allegations of liability

and intend to continue vigorously defending against all claims.

securities law and fiduciary duty lawsuits may divert significant financial and human resources away from our core business operations,

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with our company.

current lawsuits may encourage other parties to file additional claims or lawsuits, increasing our legal risks and further burdening

our resources.

The case is still at an early stage and we cannot reasonably estimate the amount of any potential financial loss or cost

that could result from this lawsuit.

If we are unable to have them dismissed or should we receive adverse outcomes, our business and

results of operations may suffer.

The lawsuits may prompt increased scrutiny from regulatory authorities, leading to additional investigations,

fines, or compliance requirements, which could further affect our business.

The current lawsuits may encourage other parties to file additional claims or lawsuits,

increasing our legal risks and further burdening our resources.

The case is still at an early stage and we cannot reasonably estimate

the amount of any potential financial loss or cost that could result from this lawsuit.

If we are unable to have them dismissed or should

we receive adverse outcomes, our business and results of operations may suffer.

The lawsuits may prompt increased scrutiny from regulatory

authorities, leading to additional investigations, fines, or compliance requirements, which could further affect our business.

under certain circumstances, we may have contractual or other legal obligations to indemnify and to incur legal expenses on behalf of

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affect our business, financial condition and results of operations and result in our inability to establish and grow our business.

failure of production and commercialization of nuclear micro reactors as planned will adversely and materially affect our business, financial

condition, and result of operations.

are in the process of developing the next-generation advanced nuclear microreactors, 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 a collaboration of our world-renowned

nuclear scientists and engineers, the national 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 the year 2030 or 2031.

plan to develop, manufacture or commercialize these products is delayed, suspended, interrupted, or cancelled for whatever reason,

our business, financial condition, and results of operations will be adversely and materially disrupted, and the value of our

securities may significantly decline or become worthless.

are in the process of developing a domestic HALEU fuel processing facility to supply the next generation of advanced nuclear reactors.

The failure of completion and operation of such facility as planned will adversely and materially affect our business, financial condition,

The failure of production and

commercialization of nuclear micro reactors as planned, including within the timelines we currently anticipate, will adversely and materially

affect our business, financial condition, and result of operations.

We are in the process of developing the

next-generation advanced nuclear microreactors.

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

on-demand capable, advanced microreactors.

Considering construction timelines, licensing timeframes, sourcing key materials and fuel,

we currently estimate that our KRONOS MMR reactor will be commercially ready in the early 2030s.

Given the priority we are placing on

KRONOS, our other reactor projects will lag behind in the timing for their development.

However, the development, licensing, construction

and testing of advanced nuclear reactors is highly uncertain.

Even if KRONOS or our other reactor designs receive regulatory approval,

we may be unable for a variety of reasons to commercial launch the business of selling our reactors and scaling revenues from such sales.

If our core plan to develop, and ultimately manufacture or commercialize KRONOS or any of our other products is delayed, suspended, interrupted,

or cancelled for whatever reason, our business, financial condition, and results of operations will be adversely and materially disrupted,

and the value of our securities may significantly decline or become worthless.

We are in the process of developing nuclear fuel facilities

designed to supply products and materials necessary for the successful operation of the growing advanced nuclear energy industry.

failure of completion and operation of any such facility as planned will adversely and materially affect our business, financial condition,

and result of operations.

a nuclear fuel processing facility to produce commercial nuclear fuel for SMRs and microreactor companies involves a highly specialized

and regulated process.

There will be specific challenges at each stage of development, including but not limited to the following:

the necessary licenses and permits from regulatory authorities can be a complex and time-consuming process.

Compliance with stringent

safety, security, and environmental regulations is crucial.

the safety and security of the facility and the nuclear materials within it is of utmost importance.

Robust safety measures and security

protocols must be implemented to prevent accidents, theft, or unauthorized access.

nuclear fuel assemblies and components requires specialized knowledge and expertise in nuclear materials, metallurgy, and manufacturing

Building nuclear fuel processing facilities

to produce commercial nuclear material involves a highly specialized and regulated process.

There will be specific challenges at each

stage of development, including but not limited to the following:

Obtaining the necessary licenses and permits from regulatory authorities can be a complex and time-consuming process.

Compliance with stringent safety, security, and environmental regulations is crucial.

Ensuring the safety and security of the facilities and the nuclear materials within it is of utmost importance.

Robust safety measures and security protocols must be implemented to prevent accidents, theft, or unauthorized access.

Fabricating nuclear fuel and components requires specialized knowledge and expertise in nuclear materials, metallurgy, and manufacturing processes.

Recruiting and retaining a skilled workforce can be a challenge.

strict quality control and assurance processes is essential to ensure the reliability and safety of the nuclear fuel.

or substandard materials can have serious consequences.

and operating a nuclear fuel processing facility can be capital-intensive.

Managing costs, including construction, operational, and

maintenance expenses, is essential for the facility’s financial viability.

delays, regulatory approvals, and unforeseen technical challenges can extend the timeline for facility development, potentially affecting

market entry and revenue generation.

demand for nuclear fuel can fluctuate based on the deployment of SMRs and Microreactors.

Competition from other fuel suppliers and

alternative energy sources can also affect market share and profitability.

Maintaining strict quality control and assurance processes is essential to ensure the reliability and safety of the nuclear fuel.

Any defects or substandard materials can have serious consequences.

Building and operating a nuclear fuel cycle facility can be capital-intensive.

Managing costs, including construction, operational, and maintenance expenses, is essential for the facility’s financial viability.

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

The demand for nuclear fuel can fluctuate based on the deployment of SMRs and Microreactors.

Competition from other fuel suppliers and alternative energy sources can also affect market share and profitability.

2023, we established a subsidiary, HALEU Energy, to concentrate specifically on creating a domestic HALEU fuel processing facility to

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still in the process of developing such facility and target to have such facility in operation early next decade.

March 2023, we entered into a memorandum of understanding with Centrus Energy Corp.

(or Centrus), an energy fuel company who will provide

HALEU to support HALEU Energy’s research and development and commercialization on initial test reactor cores and its commercial

variant reactors.

However, such a memorandum is not binding on both parties with certain exceptions, such as confidentiality.

no assurance that we will enter into any purchase agreement with Centrus in the future.

In November 2024, we announced a $2 million strategic investment in and

entry into a collaboration with a laser-based uranium enrichment technology company, LIST, which is a related party.

Through this investment

and related collaboration, we aim to assist in advancing LIST’s technologies to secure a reliable low enriched uranium fuel supply

for our future operations and the broader nuclear energy industry.

The parties intend that LIST will provide us with enriched UF6 at no

cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to

between the companies in the future.

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

enrichment facility, including the deconversion and fuel fabrication facilities.

The construction of these facilities and related activities

are subject to similar risks to those outlined above with respect to our own HALEU fuel processing facility.

Further, there is a risk

that LIST’s technology will itself not advance to commercial viability or secure applicable regulatory approvals.

All of the foregoing

creates the risk of loss with respect to our investment in and collaboration with LIST.

our plan to complete and operate any fuel processing facilities is delayed, suspended, interrupted, or cancelled for whatever reason,

our business, financial condition and results of operations will be adversely and materially disrupted, and the value of our securities

may significantly decline or become worthless.

In November 2024, we announced a $2 million

strategic investment in and entry into a collaboration with a laser-based uranium enrichment technology company, LIST, which is a related

Through this investment and related collaboration, we aim to assist in advancing LIST’s technologies to secure a reliable

low enriched uranium fuel supply for our future operations and the broader nuclear energy industry.

The parties intend that LIST will

provide us with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing

arrangement to be agreed to between the companies in the future.

Through collaboration with LIST, we intend to construct some supporting

facilities alongside LIST’s enrichment facility, including the deconversion facility.

The construction of these facilities and related

activities are subject to similar risks to those outlined above with respect to our own HALEU fuel processing facility.

Further, there

is a risk that LIST’s technology will itself not advance to commercial viability or secure applicable regulatory approvals.

of the foregoing creates the risk of loss with respect to our investment in and collaboration with LIST.

If our plan to complete and operate any

fuel cycle facilities is delayed, suspended, interrupted, or cancelled for whatever reason, our business, financial condition and results

of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become worthless.

plan to produce a regulatorily licensed, high-capacity HALEU transportation system, capable of moving commercial quantities of HALEU

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company capable of providing commercial quantities of HALEU fuel.

September 2024, we signed an agreement with GNS to undertake a wide-ranging project to produce an optimized HALEU transportation

system solution based on our exclusively licensed fuel transportation basket design.

The GNS agreement encompasses a study for the

transport of multiple HALEU nuclear fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride, uranium

mononitride, and salt fuel for molten salt reactors, thus optimizing the quantity of material that can be transported and developing

a conceptual package design that will accommodate the new basket design.

We are targeting to have our fuel transportation business in

operation by 2028.

However, there is no assurance that we can successfully produce such a product and operate such a business as

If our plan to produce and commercialize such product is delayed, suspended, interrupted or cancelled for whatever reason,

our business, financial condition and results of operations will be adversely and materially disrupted, and the value of our

securities may significantly decline or become worthless.

plan to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically

September 2024, we signed an agreement with GNS to undertake a wide-ranging project to produce an optimized HALEU transportation system

solution based on our exclusively licensed fuel transportation basket design.

The GNS agreement encompasses a study for the transport

of multiple HALEU nuclear fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt

fuel for molten salt reactors, thus optimizing the quantity of material that can be transported and developing a conceptual package design

that will accommodate the new basket design.

We are targeting to have our fuel transportation business in operation by 2028.

there is no assurance that we can successfully produce such a product and operate such a business as planned.

If our plan to produce

and commercialize such product is delayed, suspended, interrupted or cancelled for whatever reason, our business, financial condition

and results of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become

aim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically

and internationally.

Failure to do so as planned will adversely and materially affect our business, financial condition, and result of

plan to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically

and internationally.

This business opportunity represents our most near-term revenue generating opportunity and our goal is to begin

providing these services in 2025, both domestically and internationally.

As part of our efforts domestically, following

our collaboration with Digihost 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.

We have commenced several material discussions with potential targets for such acquisitions, but as of the date

of this Report, we have not entered into any definitive agreements for such acquisitions.

In combination with our intention to acquire

existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business in coordination

with certain outside academic institutions, which we anticipate would require approximately $2 million over the next twelve months to

recruit additional staff and build corresponding infrastructure to be capable of providing these services.

No assurances can be given

that we will be able to successfully acquire or establish and thereafter grow our own consultation business, and our failure to do so

would adversely affect our near-term revenue prospects.

Moreover, the outlined expenditures and the timelines are estimations only.

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.

aim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both

domestically and internationally.

This business opportunity represents our most near-term revenue generating opportunity and we

provided initial consulting services in 2025.

Our goal is more formally establish, launch and scale our consulting services

business, both domestically and internationally, in 2026.

As part of our domestic initiatives, following our collaboration with

Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having formally launched

our consulting service offerings.

Our consulting support contributed to the planning and execution of the Digihost project and

included regulatory advice, site assessment, roadmap development, and stakeholder engagement.

We are currently evaluating strategic

acquisitions or collaborations to expand our business operations and formally establish our consulting services, and have commenced

several material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we

have not entered into any definitive agreements for such acquisitions or collaborations.

In combination with our intention to

acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation

business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over

the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services.

No assurances can be given that we will be able to successfully acquire or establish and thereafter grow our own consultation

business, and our failure to do so would adversely affect our near-term revenue prospects.

Moreover, the outlined expenditures and

the timelines are estimations only.

These estimates are inherently subject to significant risks and change due to unforeseen

circumstances, operational challenges, adjustments in the microreactor development plan and uncertainties associated with the

licensing approval process, and other factors beyond our control.

Given that these elements may exceed our initial expectations or

lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

current upsurge in interest in nuclear energy, combined with the increased investment from both private and governmental sources within

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current with industry trends and regulations, prioritize security and confidentiality, and maintain high ethical standards.

Effective communication, networking, and relationship-building with our clients and the regulatory authorities are also essential

for establishing our credibility and trust in the industry.

Notwithstanding the foregoing, there is no assurance we can address

these or similar challenges and difficulties, the failure of which may adversely and materially affect our business, financial

condition and results of operation.

communication, networking, and relationship-building with our clients and the regulatory authorities are also essential for establishing

our credibility and trust in the industry.

Notwithstanding the foregoing, there is no assurance we can address these or similar challenges

and difficulties, the failure of which may adversely and materially affect our business, financial condition and results of operation.

have undertaken and will continue to pursue strategic acquisitions.

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future acquisitions or generate sufficient revenues or earnings from future acquisitions, which could cause our business to suffer.

have undertaken (as in the case of the ALIP technology and our acquisition of the USNC Assets) and will continue to pursue strategic

acquisitions of complimentary or additive businesses or assets to both diversify and further vertically integrate our business lines and

accelerate our growth.

If we buy a company, a division of a company or assets that we feel are complementary to our business, there can

be no assurance that we will be able to profitably manage such business or successfully integrate such business or assets without substantial

costs, delays or other operational or financial problems.

We are also faced with the risk that the businesses or assets we acquire will

not achieve anticipated benefits, revenues and earnings.

We have undertaken (as in the case of our acquisition of the ALIP technology, and

our acquisition of the USNC Assets and GFPL) and will continue to pursue strategic acquisitions of complimentary or additive businesses

or assets to both diversify and further vertically integrate our business lines and accelerate our growth.

If we buy a company, a division

of a company or assets that we feel are complementary to our business, there can be no assurance that we will be able to profitably manage

such business or successfully integrate such business or assets without substantial costs, delays or other operational or financial problems.

We are also faced with the risk that

the businesses or assets we acquire will not achieve anticipated benefits, revenues and earnings.

Additionally:

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

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

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

may be held liable for legal claims (including environmental claims) arising out of activities of the acquired businesses prior to

our acquisitions, some of which we may not have discovered during our due diligence, and we may not have indemnification claims available

to us or we may not be able to realize on any indemnification claims with respect to those legal claims;

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

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

ongoing business may be disrupted or receive insufficient management attention.

face these and similar risks in connection with our June 2024 acquisition of the ALIP technology.

We may not be able to successfully

integrate the ALIP technology into our microreactor designs, which could lead to a loss of our investment in this technology.

we anticipate, pending the successful completion of the SBIR III program for the ALIP technology (which we are funding), that we will

seek to separately commercialize the ALIP technology as a means of generating revenues.

We are thus faced with the risks that the SBIR

Phase III may not be completed on a timely basis or at all, and further that we may be unable to commercially sell or license the technology

(or products derived from the technology) to third parties.

we may face significant risks related to our acquisition of the USNC Assets.

Even if the acquisition is consummated, we may encounter

significant challenges in integrating the USNC Assets into our corporate structure or our intended regulatory strategies for our ZEUS

and ODIN reactors, which could result in delays, increased costs or the inability to utilize the USNC Assets, thus

leading to a loss of our investment in the USNC Assets and adversely affecting our business operations and financial condition.

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

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

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

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

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

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

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

We face these and similar risks in connection

with our already completed acquisitions.

With respect to our ALIP technology, we may not be able to successfully integrate the ALIP technology

into our microreactor designs, which could lead to a loss of our investment in this technology.

We also faced personnel challenges with

this asset, which has delayed our timing for the ALIP project.

Moreover, we anticipate, pending the successful completion of the SBIR

III program for the ALIP technology (which we are funding), that we will seek to separately commercialize the ALIP technology as a means

of generating revenues.

Although we anticipate commercializing ALIP in 2026, there is no assurance that we can commercialize ALIP within

the estimated timeline, if at all.

We are thus faced with the risks that the SBIR Phase III may not be completed on a timely basis or

at all, and further that we may be unable to commercially sell or license the technology (or products derived from the technology) to

third parties.

With respect to our acquisition of the

USNC Assets, these assets have become the lead projects of our company, notably with respect to the KRONOS MMR reactor design.

placing significant emphasis on developing and ultimately commercializing KRONOS MMRs, and our inability to do so for any reason could

lead to the loss of our investments in acquiring and developing such assets.

future acquisitions may require us to obtain additional, perhaps substantial, equity or debt financing, which may not be available on

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our stock price may fall rapidly and without advance notice.

to our limited operating history, our unproven and evolving business model and the unpredictability of our emerging industry, we may

not be able to accurately forecast our rate of growth.

We base our current and future expense levels and our investment plans on estimates

of future revenue and future rate of growth.

Our expenses and investments are, to a large extent, not fixed and we expect that these

expenses will increase in the future.

We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

results of operations depend on both the growth of demand for the products and services we are going to offer in the future and the

general economic and business conditions throughout the world.

A softening of demand for our products and services for any reason

will harm our operating results.

Terrorist attacks, armed hostilities and wars in the past created, and may in the future create

economic and business uncertainty that may also adversely affect our results of operations.

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

ability of the design, developing, manufacturing and sales of smaller, cheaper, and safer advanced portable clean energy solutions,

including nuclear reactors.

ability to develop a domestic HALEU fuel processing facility to supply the next generation of advanced nuclear reactors with fuel.

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

a variety of HALEU fuels.

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

domestically and internationally.

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

unanticipated

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

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

product and service introductions by our competitors.

difficulties or interruptions in our service.

economic conditions in our geographic markets.

investment in our service or operations.

compliance costs.

Due to our limited operating history, our evolving business model and the unpredictability

of our emerging industry, we may not be able to accurately forecast our future revenues and earnings or our rate of growth.

current and future expense levels and our investment plans on estimates of future revenue and future rate of growth.

Our expenses and

investments are, to a large extent, not fixed and we expect that these expenses will increase in the future.

We may not be able to adjust

our spending quickly enough if our revenue falls short of our expectations.

results of operations depend on both the growth of demand for the products and services we are going to offer in the future and the general

economic and business conditions throughout the world.

A softening of demand for our products and services for any reason will harm our

operating results.

Terrorist attacks, armed hostilities and wars in the past created, and may in the future create economic and business

uncertainty that may also adversely affect our results of operations.

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

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

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

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

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

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

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

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

new product and service introductions by our competitors.

technical difficulties or interruptions in our service.

general economic conditions in our geographic markets.

additional investment in our service or operations.

regulatory compliance costs.

a result of these and other factors, we expect that our operating results may fluctuate significantly on a quarterly basis.

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as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

of our executive officers are presently engaged by us on an independent contractor basis, except for Jay Jiang Yu, our founder, President,

Secretary and Treasurer, and Chairman of the Board, with whom we have an employment agreement, and they each 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.

for Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, with whom we have an employment agreement,

all of our other executive officers are presently engaged by us as independent contractors due to the fact that they each have management,

advisory or directorship positions with other companies and may allocate their time to other businesses.

Notwithstanding the foregoing,

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.

Two of our executive officers are presently engaged

by us on an independent contractor basis, and two of our executive officers are engaged by us as employees.

Jay Jiang Yu, our founder,

President, Secretary and Treasurer, and Chairman of the Board, and Dr.

Florent Heidet, our Chief Technology Officer and Head of Reactor

Development, are employed under employment agreements.

Almost all of our executive officers have management, advisory or directorship

positions with other companies and may allocate their time to other businesses, which may pose certain risks in fulfilling their obligations

for Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr.

Florent Heidet, our Chief

Technology Officer and Head of Reactor Development, with each of whom we have an employment agreement, all of our other executive officers

are presently engaged by us as independent contractors due to the fact that they each have management, advisory or directorship positions

with other companies and may allocate their time to other businesses.

Notwithstanding the foregoing, Mr.

Yu has concurrently served on

the board and management team of several companies and currently allocates at least 15 hours per week to his roles at other companies.

Yu also concurrently serves as president and chairman of the board of LIST.

James Walker, our Chief Executive Officer, currently allocates at least ten hours per week to support Ares Strategic Mining Inc.

Ares), a Canadian-based company listed on the Canadian Stock Exchange under (Ticker:

ARS) engaged in junior natural resource mining,

James Walker, our Chief Executive Officer, currently allocates at least five hours per week to support Ares,

where he is responsible for the construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance,

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Jaisun Garcha, our Chief Financial Officer, is currently, and will continue to, work full-time with us, and is

currently also working as the part time chief financial officer and a director of LIST.

currently also working as a consultant to LIST.

executive officers are not employees of our company (Mr.

Yu excepted), instead, they serve as independent contractors and can be terminated

by either party at any time.

They may pursue any other activities and engagements during their terms of agreements with us.

external commitments and any future commitments of our officers to other companies may potentially divert their significant time and

attention away from the strategic and operational needs of our company.

Their divided focus could lead to delays in decision-making,

hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities,

consequently impacting the overall efficacy of leadership.

Additionally, the potential for conflicting interests arising from commitments

to multiple entities may pose challenges in aligning those officers’ priorities with the long-term goals and interests of our company,

thereby introducing an element of uncertainty and potential disruption to our operations.

It is essential to acknowledge and address

these complexities to ensure that our officers can effectively balance their responsibilities and fulfill their commitments to our company

while maintaining transparency and integrity in their various roles.

Failure to do so may adversely affect our business, financial conditions,

and results of operations.

Heidet excepted), instead, they serve as independent contractors

and can be terminated by either party at any time.

They may pursue any other activities and engagements during their terms of agreements

The existing external commitments and any future commitments of our officers to other companies may potentially divert their

significant time and attention away from the strategic and operational needs of our company.

Their divided focus could lead to delays

in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce

a divergence in priorities, consequently impacting the overall efficacy of leadership.

Additionally, the potential for conflicting interests

arising from commitments to multiple entities may pose challenges in aligning those officers’ priorities with the long-term goals

and interests of our company, thereby introducing an element of uncertainty and potential disruption to our operations.

It is essential

to acknowledge and address these complexities to ensure that our officers can effectively balance their responsibilities and fulfill

their commitments to our company while maintaining transparency and integrity in their various roles.

Failure to do so may adversely

affect our business, financial conditions, and results of operations.

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

our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions,

and there is no guarantee that we will be able to scale our business as planned.

If we are not able to achieve and maintain cost-competitiveness

If our operations grow as planned, we expect to be required to expand our sales

and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale our

business as planned.

For example, in 2025 we launched an initiative to recruit engineers in the Midwest area of the U.S.

to support our

KRONOS efforts at UIUC.

If we are not able to grow our company as our business requires, or achieve and maintain cost-competitiveness

in the United States or elsewhere, our business could be materially and adversely affected.

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perceptions of safety and reliability play a role in export decisions.

a result, the risks associated with nuclear energy materials and the public perception of those risks can affect our business.

by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors.

public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business.

the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for

new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations.

In addition, anti-nuclear

groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which lead to the shutdown of all German nuclear

power plants as of April 15, 2023.

As a result, the risks associated with nuclear energy materials and the public

perception of those risks can affect our business.

Opposition by third parties can delay or prevent the construction of new nuclear power

plants and can limit the operation of nuclear reactors.

Adverse public reaction to developments in the use of nuclear power could directly

affect our customers and indirectly affect our business.

In the past, adverse public reaction, increased regulatory scrutiny and litigation

have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more

or even shutting down operations.

Adverse public reaction could also lead to increased regulation or limitations on the activities of

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results could be harmed.

currently own the rights to the significant majority of our intellectual property, including one trademark pending registration.

received an exclusive license for a high capacity HALEU fuel transportation basket design in April 2024, which will form the basis

We currently own the rights to the significant majority of our intellectual property.

We received an exclusive license for a high capacity HALEU fuel transportation basket design in April 2024, which will form the basis

of a complete transportation system to move a range of fuel types.

The license grants us, as the licensee, exclusive rights for use

and development of the technology.

In addition, the licensor is not permitted to license the technology to any other parties within

the specified scope.

The license grants us, as the licensee, exclusive rights for use and

development of the technology.

In addition, the licensor is not permitted to license the technology to any other parties within the specified

We may enter into other license agreements in the future for our business development.

There is no assurance

that we, as the licensee, will be able to obtain or renew, if at all or in a timely manner, any of the license agreements upon its

Failure to obtain or renew, or early termination of, any such agreement may materially and adversely affect our

business, financial conditions and results of operations.

There is no assurance that we, as the licensee,

will be able to obtain or renew, if at all or in a timely manner, any of the license agreements upon their expiration.

Failure to obtain

or renew, or early termination of, any such agreement may materially and adversely affect our business, financial conditions and results

of operations.

regard the protection of our trade secrets, trademarks, licenses, trade dress, patents and copyrights (if any, in future), domain names

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our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

currently have no registered patents related to our technology, but we have two patent applications with The United States Patent and

Trademark Office (USPTO) which are under review.

We are currently in the process of acquiring USNC’s patented MMR® Energy System,

along with all associated patents and other intellectual property rights, as well as its Pylon reactor technology and related intellectual

property, and certain demonstration project partnerships related to the MMR system, pending closing.

We also believe developing technology

more comprehensively before patenting it provides our company with certain potential strategic advantages.

We are balancing the advantages

of comprehensive development with the risk of potential delays in securing patent protection and continue to consult qualified intellectual

property counsel so we can make informed decisions regarding the timing of other patent filings and the overall protection strategy.

Patent laws, and scope of coverage afforded by them, have recently been subject to significant changes, such as the change to “first-to-file”

from “first-to-invent” resulting from the Leahy-Smith America Invents Act.

This change in the determination of inventorship

may result in inventors and companies having to file patent applications more frequently to preserve rights in their inventions, which

may favor larger competitors that have the resources to file more patent applications.

Another change to the patent laws may incentivize

third parties to challenge any issued patent in the USPTO, as opposed to having to bring such an action in U.S.

We currently have nineteen issued patents related to our technology both in the

United States and in foreign jurisdictions.

Detecting infringement and enforcing patent rights both in the United States and abroad can

be difficult, time-consuming, and could result in substantial costs, and the outcome of enforcement is unpredictable.

We also believe

that developing technology more comprehensively before patenting can provide our company with certain potential strategic advantages.

We are balancing the advantages of comprehensive development with the risk of potential delays in or inability of securing patent protection,

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

filings and the overall protection strategy.

Patent laws, and scope of coverage afforded by them, are in constant flux.

Under “first-to-file”

patent systems both in the United States and abroad, inventors and companies may be compelled to file patent applications more frequently

to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications.

patent laws may incentivize third parties to challenge any issued patent at the USPTO, as opposed to having to bring such an action in

federal court.

Any invalidation

of a patent claim could have a significant impact on our ability to protect the innovations contained within our products and could harm

our business.

USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and

other provisions to maintain patent applications and issued patents.

We may fail to take the necessary actions and to pay the

applicable fees to obtain or maintain our patents in the future.

Non-compliance with these requirements can result in abandonment or

lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

such an event, competitors might be able to use our technologies and enter the market earlier than would otherwise have been the

Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained

within our products and could harm our business.

USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other

provisions to maintain patent applications and issued patents.

We may fail to take the necessary actions and to pay the applicable fees

to obtain or maintain our patents in the future.

Non-compliance with these requirements can result in abandonment or lapse of a patent

or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

In such an event, competitors

might be able to use our technologies and enter the market earlier than would otherwise have been the case.

pursue the registration of our domain names, trademarks and service marks in the United States.

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

rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that

may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected

by means that do not require public disclosure.

We generally seek to protect this proprietary information by entering into consulting

agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants,

contractors and third parties.

However, we may fail to enter into the necessary agreements, and even if entered into, these agreements

may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information,

may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary

We have limited control over the protection of trade secrets used by our current or future partners and suppliers and could

lose future trade secret protection if any unauthorized disclosure of such information occurs.

In addition, our proprietary information

may otherwise become known or be independently developed by our competitors or other third parties.

To the extent that our employees,

consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may

arise as to the rights in related or resulting know-how and inventions.

Costly and time-consuming litigation could be necessary to enforce

and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could

adversely affect our competitive business position.

Furthermore, laws regarding trade secret rights in certain markets where we operate

may afford little or no protection to its trade secrets.

We rely on proprietary information (such as trade secrets, know-how and confidential

information) being maintained in confidence to protect intellectual property that may not be patentable or subject to copyright, trademark,

trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure.

seek to protect this proprietary information by entering into consulting agreements, and/or services or employment agreements that contain

non-disclosure and non-use provisions with our employees, consultants, contractors and third parties.

However, we may fail to enter into

the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party

infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy

in the event of unauthorized disclosure or use of proprietary information.

We have limited control over actions by our current or future

partners and suppliers and could lose trade secret protection if any unauthorized disclosure of such information occurs.

our proprietary information may otherwise become known or be independently developed by our competitors or other third parties.

extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their

work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Costly and time-consuming litigation

could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our

proprietary information could adversely affect our competitive business position.

Furthermore, laws regarding trade secret rights in certain

markets where we operate may afford little or no protection to our trade secrets.

also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these

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use of such information or take appropriate and timely steps to enforce our intellectual property rights.

may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which may materially

and adversely affect our business, financial condition, and results of operations.

parties may claim that the technology used in the operation of our business infringes upon their intellectual property rights.

we have not in the past faced any litigation involving direct claims of infringement by us, the possibility of intellectual property

claims against us increases as we continue to grow.

Such claims, whether having merit, may result in our expenditure of significant financial

and management resources, injunctions against us or payment of damages.

We may need to obtain licenses from third parties who allege

that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all.

These risks have been

amplified by the increase in third parties whose sole or primary business is to assert such claims.

outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could

be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel.

adverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our

ability to conduct business or require us to change the manner in which we operate.

We may be accused of infringing intellectual property

rights of third parties and be subject to content restrictions under relevant laws, which may materially and adversely affect our business,

financial condition and results of operations.

Third parties may claim that the technology

used in the operation of our business infringes upon their intellectual property rights.

Although we have not faced any litigation involving

direct claims of infringement by us in the past, the possibility of intellectual property claims against us increases as we continue to

Such claims, regardless of merit, may result in our expenditure of significant financial and management resources, injunctions against

us, or payment of damages.

We may need to obtain licenses from third parties who allege that we have infringed their rights, and such

licenses may not be available on terms acceptable to us or at all.

These risks have been amplified by the increase in third parties whose

sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain,

and in any event defending against these claims could be both costly and time-consuming and could significantly divert the efforts and

resources of our management and other personnel.

An adverse determination in any such litigation or proceedings could cause us to pay

damages, as well as legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate

and our products.

Related to Regulation and Compliance

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with such laws and regulations could have a material adverse effect on our business.

are subject to new or changing international, federal, state, and local regulations, including laws relating to the design, development,

manufacturing, marketing, servicing, or sales of our nuclear-fuel related products.

Such laws and regulations may require us to pause

sales and modify our products, which could result in a material adverse effect on our ability to generate revenues (or any future revenues)

and our financial condition generally.

Such laws and regulations can also give rise to liability such as fines and penalties, property

damage, bodily injury, and cleanup costs.

Failure to comply with such regulations could lead to the withdrawal or recall of our products

from the market, delay our projected revenues, increase cost, or make our business unviable if we are unable to modify our products to

Capital and operating expenses needed to comply with laws and regulations can be significant, and violations may result in substantial

fines and penalties, third-party damages, suspension of production or a cessation of our operations.

Any failure to comply with such

laws or regulations could lead to withdrawal or recall of our products from the market.

We are subject to new or changing international,

federal, state, and local regulations, including laws relating to the design, development, manufacturing, marketing, servicing, or sales

of our nuclear-fuel related products.

Such laws and regulations may require us to pause sales and modify our products, which could result

in a material adverse effect on our ability to generate revenues (or any future revenues) and our financial condition generally.

laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs.

to comply with such laws and regulations could lead to the withdrawal or recall of our products from the market, delay our projected revenues,

increase cost, or make our business unviable if we are unable to modify our products to comply.

Capital and operating expenses needed

to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages,

suspension of production or a cessation of our operations.

risk factors associated with our business also include our ability to obtain additional applicable approvals, licenses or certifications

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of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such

we intend to conduct international cross-border business and expand our operations abroad, we may engage business partners and third-party

intermediaries to market our products and to obtain necessary permits, licenses and other regulatory approvals overseas.

we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or

state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal activities of these third-party intermediaries,

our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

We cannot assure

you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately

held responsible.

As we intend to expand our international business, our risks under these laws may increase.

As we intend to conduct international cross-border business and expand our operations

abroad, we may engage business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses

and other regulatory approvals overseas.

In addition, we or our third-party intermediaries may have direct or indirect interactions with

officials and employees of government agencies or state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal

activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly

authorize or have actual knowledge of such activities.

We cannot assure you that all of our employees and agents will not take actions

in violation of our policies and applicable law, for which we may be ultimately held responsible.

As we intend to expand our international

business, our risks under these laws may increase.

investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources

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highly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business

and results of operations would be harmed.

business and prospect are highly dependent on the continued services of our senior management team, particularly our Chief Executive

Officer James Walker, our President, Secretary, Treasurer, our Chairman of the Board Jay Jiang Yu, and our Chief Financial Officer Jaisun

Our senior management team has extensive experience in the energy and finance industries, and we believe that their depth of

experience is instrumental to our continued success.

See “ Directors, Executive Officers and Corporate Governance ”

for further details.

and results of operations could be harmed.

Our business and prospect are highly dependent on the continued services of our

senior management team, particularly our Chief Executive Officer James Walker, our President, Secretary, Treasurer, and Chairman of the

Board Jay Jiang Yu, our Chief Financial Officer Jaisun Garcha, and our Chief Technology Officer and Head of Reactor Development Dr.

Our senior management team has extensive experience in the energy and finance industries, and we believe that their depth of experience

is instrumental to our continued success.

See “ ITEM 10.

Directors, Executive Officers and Corporate Governance ” for

further details.

The loss of any one or more members of our senior management team, for any reason, including resignation or retirement,

could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition

if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if

we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

addition, our ability to execute our plans and grow our company will depend in large part on our ability to attract, motivate, develop,

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of our other stockholders, which may lead to conflicts of interest that harm our company.

of December 27, 2024, Mr.

Jay Jiang Yu, our President and Chairman, beneficially owns an aggregate of approximately 28.70% shares of

our common stock.

Due to his ownership of a material percentage of our outstanding common stock, Mr.

Yu could have significant influence

in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers,

consolidations, the appointment of directors and other significant corporate actions.

As of December 16, 2025, Mr.

Jay Jiang Yu, our President and Chairman, beneficially

owns an aggregate of approximately 21.37% shares of our common stock.

Due to his ownership of a material percentage of our outstanding

common stock, Mr.

Yu could have significant influence in determining the outcome of any corporate transaction or other matter submitted

to the stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions.

Without the consent of Mr.

Yu, we may be prevented

from entering into transactions that could be beneficial to us or our other stockholders.

Moreover, our interests and the interests of

Yu, we may be prevented from entering into transactions that could be beneficial to us or our other stockholders.

Moreover, our interests and the interests of Mr.

Yu may not always be aligned, which could create conflicts of interest of Mr.

Yu and may not be resolved in favor of all of our stockholders

or may otherwise harm our company.

may not be resolved in favor of all of our stockholders or may otherwise harm our company.

For more information regarding Mr.

Yu’s ownership of our company, see “ Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

ownership of our company, see “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

to establish and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse

effect on our business and stock price.

to the completion of our initial public offering in May 2024, we were a private company with limited accounting personnel to adequately

execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting.

As a private company, we did not design or maintain an effective control environment as required of public companies under the rules

of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness

of our internal control over financial reporting for that purpose.

Specifically, we lack a sufficient number of professionals with an

appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely

and accurately while maintaining appropriate segregation of duties.

becoming a publicly traded company, we became required to comply with the SEC’s rules implementing Sections 302 and 404 of the

Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide

an annual management report on the effectiveness of controls over financial reporting.

Though we are required to disclose changes made

in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal

control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the

system of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public

We may be unable to effectively establish such system, especially in light of the fact that we expect to operate as a publicly

reporting company.

This would leave us without the ability to reliably assimilate and compile financial information about our company

and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from

many perspectives.

we do not expect that disclosure control or internal control over financial reporting, even if established, will prevent all error and

Prior to the completion of our

initial public offering in May 2024, we were a private company with limited accounting personnel to adequately execute our accounting

processes and limited supervisory resources with which to address our internal control over financial reporting.

As a private company,

we did not design or maintain an effective control environment as required of public companies under the rules of the SEC implementing

Section 404 of the Sarbanes-Oxley Act and therefore were not required to make a formal assessment of the effectiveness of our internal

control over financial reporting for that purpose.

Upon becoming a publicly traded company,

we became required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require our

management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the

effectiveness of controls over financial reporting.

Importantly, given the growth of our market valuation in 2025, we ceased to be a “smaller

reporting company” for SEC reporting purposes as of October 1, 2025.

If in the future we qualify as an “accelerated filer”

or “large accelerated filer,” in addition to management providing an assessment of our control over financial reporting, our

independent auditors will be required to audit that assessment, which will add a layer of cost and complexity to our accounting processes.

As previously disclosed in Item 4.

Controls and Procedures in our third quarter Form 10-Q for the fiscal year ended September 30, 2025, we identified a material

weakness in our internal control over financial reporting related to ineffective general information technology controls applicable

to certain cloud-based information technology systems that were relevant to our financial reporting processes and system of internal

control over financial reporting.

As a result, our business process automated and manual controls that were dependent on the

affected general information technology controls were also ineffective because they could have been adversely impacted.

fourth quarter of 2025, we implemented our remediation plan, including (i) created robust management review controls to assess the

completeness, accuracy and reasonableness of key information used in financial reporting;

and (ii) formalized the preparation and

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

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

Under the supervision and with the participation

of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting.

on that evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2025.

Additionally,

we believe that we have sufficient in-house accounting personnel to maintain appropriate segregation of duties, and we have implemented

a number of new internal control procedures that we believe are adequate as of the date of this Report.

However, our assessment of the

effectiveness of these controls is based on management’s judgment, and there can be no assurance that these measures will operate

as intended or will be sufficient to prevent or detect material misstatements, errors, or control deficiencies in the future.

Proper systems

of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public company.

We may be unable to effectively maintain such systems in future, especially in light of the inherent pressures associated with operating

as a publicly reporting company and the growth of our company.

If we are unable to establish and improve our systems over time, this could

leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability

to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

the course of documenting and testing our internal control procedures, we may identify other weaknesses and deficiencies in our internal

control over financial reporting in the future.

In addition, if we fail to maintain the adequacy of our internal control over financial

reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis

that we have effective internal control over financial reporting in accordance with Section 404.

If we fail to achieve and maintain

an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting

obligations, which would likely cause investors to lose confidence in our reported financial information.

This could in turn limit our

access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares.

Moreover, we do not expect that disclosure

control or internal control over financial reporting, even if further established and improved as needed, will prevent all errors and

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in the control

system, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Failure of our control system to prevent error or fraud could materially adversely impact us.

ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational,

financial and management controls and infrastructure, human resources policies and reporting system.

These enhancements and improvements

will require significant capital expenditures and allocation of valuable management and employee resources.

expect to experience significant growth in the scope and nature of our operations.

Our ability to manage our operations and future growth

will require us to continue to improve our operational, financial and management controls, compliance programs and reporting system.

We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs,

systems and procedures, which could have an adverse effect on our business, reputation and financial results.

Additionally, rapid growth

in our business may place a strain on our human and capital resources.

Furthermore, we expect to continue to conduct our business internationally

and anticipate increased business operations in the United States, Asia, and Europe.

Asia and Europe are obvious destinations to launch

manufacturing operations given the high demand for clean technologies, developed technical workforce, and strong manufacturing bases

with nuclear experience.

We will also be targeting developing countries that could benefit from the introduction of mobile, remote, power

sources able to unlock a lot of economic resources.

These diversified, global operations place increased demands on our limited resources

and require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage

and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which may adversely affect

our business, financial condition and results of operations.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in the control system, no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

of our control system to prevent error or fraud could materially adversely impact us.

Our ability to effectively manage our anticipated growth

and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure,

human resources policies and reporting system.

These enhancements and improvements will require significant capital expenditures and allocation

of valuable management and employee resources.

We have experienced significant growth

in the scope and nature of our operations, and we expect this growth to continue.

In particular, as our business has expanded, we have

hired more employees and engaged in multiple strategic efforts to add technologies or expertise to our company.

To achieve our goal of

becoming a vertically integrated advanced nuclear energy company, we will need to expand our operations across not only our microreactor

business, but in our additional business lines such as fuel processing, fuel transportation and nuclear consulting.

Our ability to manage

our these operations and future growth will require us to continue to improve our operational, financial and management controls, compliance

programs and reporting system.

We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies

in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results.

Additionally, rapid growth in our business may place a strain on our human and capital resources.

Furthermore, we expect to continue to

conduct our business internationally and anticipate increased business operations in the United States, Asia, and Europe.

Asia and Europe

are obvious destinations to launch manufacturing operations given the high demand for clean technologies, developed technical workforce,

and strong manufacturing bases with nuclear experience.

We will also be targeting developing countries that could benefit from the introduction

of mobile, remote, power sources able to unlock a lot of economic resources.

These diversified, global operations place increased demands

on our limited resources and require us to substantially expand the capabilities of our administrative and operational resources and to

attract, train, manage and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which

may adversely affect our business, financial condition and results of operations.

are subject to cybersecurity risks.

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business operations and could adversely affect our consolidated financial statements.

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

only became a public company in May 2024.

As such, we have incurred and will continue to incur significant legal, accounting, and other

expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements of the Exchange Act and

will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer

Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of

effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current

reports with respect to our business and operating results.

These requirements have and will continue to increase our legal and financial

compliance costs and will make some activities more time-consuming and costly.

In addition, our management and other personnel need to

divert attention from operational and other business matters to devote substantial time to these public company requirements.

also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge

and will need to establish an internal audit function.

Operating as a public company makes it more expensive for us to obtain director

and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees

or as executive officers.

In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS

Act we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies

that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act.

We are just beginning the process of compiling the system and processing documentation needed to comply

with such requirements.

We may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

regard, we currently do not have an internal audit function, and we will need to hire or contract additional accounting and financial

staff with appropriate public company experience and technical accounting knowledge.

cannot predict or estimate the amount of additional costs we may continue to incur as a result of operating as a public company or the

timing of such costs.

We will continue to incur significantly increasing costs

as a result of, and devote substantial management time to operating as, a public company.

We only became a public company in May

2024, and we have grown significantly since then.

As such, we have incurred and will continue to incur significant legal, accounting,

and other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements of the Exchange

Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and

Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance

of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and

current reports with respect to our business and operating results.

These requirements have and will continue to increase our legal and

financial compliance costs and will make some activities more time-consuming and costly.

In addition, our management and other personnel

need to divert attention from operational and other business matters to devote substantial time to these public company requirements.

We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting

knowledge and will need to establish an internal audit function.

Operating as a public company makes it more expensive for us to obtain

director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain

This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our

board committees or as executive officers.

In addition, after we no longer qualify

as an “emerging growth company,” as defined under the JOBS Act we expect to incur additional management time and cost to comply

with the more stringent reporting requirements applicable to companies that are deemed “accelerated filers” or “large

accelerated filers,” including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

As a result of the increase in our market capitalization during 2025, we no longer qualify as a “smaller reporting

company” for the fiscal year ending in 2026.

If our market capitalization remains at or above current levels during 2026, we expect

that, for the fiscal year ending in 2027, we may qualify as an “accelerated filer” or a “large accelerated filer.”

As a result, we would be subject to more extensive reporting, disclosure and compliance requirements under the federal securities laws,

which would significantly increase our regulatory and compliance costs and impose additional administrative burdens on our management

and operations.

We are still at the

relatively early stages of compiling the system and processing documentation needed to comply with such requirements.

We may not be able

to complete our system creation, evaluation, testing and any required remediation in a timely fashion.

In that regard, we currently do

not have an internal audit function, and we will need to hire or contract additional accounting and financial staff with appropriate public

company experience and technical accounting knowledge.

We cannot predict or estimate the amount of additional costs we may continue to

incur as a result of operating as a public company and complying with the foregoing requirements, or the timing of such costs.

are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable

to emerging growth companies will make our common stock less attractive to investors.

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting

requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor

attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and

proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

Pursuant to Section 107 of the JOBS Act, as an emerging growth company,

we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would

otherwise apply to private companies.

As a result, our financial statements may not be comparable to the financial statements of issuers

who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies,

which may make our common stock less attractive to investors.

In addition, if we cease to be an emerging growth company, we will no longer

be able to use the extended transition period for complying with new or revised accounting standards.

of September 30, 2025, we are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain

exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,”

including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

Pursuant to Section 107 of the JOBS Act, as an emerging

growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those

standards would otherwise apply to private companies.

As a result, our financial statements may not be comparable to the financial statements

of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public

companies, which may make our common stock less attractive to investors.

In addition, if we cease to be an emerging growth company, we

will no longer be able to use the extended transition period for complying with new or revised accounting standards.

will remain an emerging growth company until the earliest of:

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we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities;

and (4) the date

or (4) the date

on which we are deemed to be a “large accelerated filer” under the rules of the SEC.

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Related to Ownership of Our Common Stock

trading market for our common stock is very new, and consistently robust and liquid trading market may not develop or be sustained over

the long term.

only recently conducted our initial public offering in May 2024, and so the trading market for our common stock is very new and unestablished.

If a consistently robust and liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly

or at the market price.

Our ability to raise capital to continue to fund operations by selling our securities and our ability to acquire

other companies or technologies by using our securities as consideration may also be impaired.

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

our initial public offering, the market for our common stock has been very volatile, including significant increases and decreases in

the price of our stock.

The trading price of our common stock is likely to continue to be volatile and could continue to be subject to

fluctuations in response to various factors, some of which are beyond our control.

These fluctuations could cause you to lose all or

part of your investment in our common stock as you might be unable to sell your shares at or above the price you paid in this offering.

Factors that could cause fluctuations in the trading price of our common stock include the following:

The trading market for our common stock is relatively

new, and consistently robust and liquid trading market may not develop or be sustained over the long term.

We only recently conducted our initial

public offering in May 2024, and so the trading market for our common stock is relatively new and unestablished.

If a consistently robust

and liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at the market price.

Our ability to raise capital to continue to fund operations by selling our securities and our ability to acquire other companies or technologies

by using our securities as consideration may also be impaired.

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

Since our initial public offering in May 2024, the market for our common stock

has been very volatile, including significant increases and decreases in the price of our stock.

The trading price of our common stock

is likely to continue to be volatile and could continue to be subject to fluctuations in response to various factors, some of which are

beyond our control.

These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable

to sell your shares at or above the price you paid in this offering.

Factors that could cause fluctuations in the trading price of our

common stock include the following:

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

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market for our common stock shortly after your investment.

Volatility in our common stock could lead to the loss of some or all of

your investment.

Volatility in our common stock could lead to the loss of some or all of your

addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s

13 unchanged sentences

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

of a substantial number of shares of our common stock or securities convertible into our common stock in the public market, or the perception

that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to

raise capital through equity offerings in the future.

have issued underwriter’s warrants to purchase shares in connection with our May 2024 initial public offering, and two underwritten

follow-on offerings in July and October 2024 (“July and October Offerings”), respectively, to purchase up to an aggregate

of 364,139 shares of common stock.

In connection with the July and October Offerings and our November 2024 private placement offering,

we issued warrants to investors to purchase up to an aggregate of 4,235,148 shares of common stock with a weighted-average exercise price

of $22.68 per share.

If a large number of shares of our common stock are issued upon exercise of the outstanding warrants in the public

market, this could reduce the trading price of our common stock, perhaps significantly, and impede our ability to raise future capital.

Sales of a substantial number of shares

of our common stock or securities convertible into our common stock in the public market, or the perception that these sales could occur,

could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings

in the future.

In particular, as described in Part II, Item 9B, certain of our officers and directors have implemented pre-arranged “10b5-1”

trading plans which will likely lead to sales by such persons over both the near and longer term.

In addition, we have issued underwriter’s

warrants to purchase shares in connection with our May 2024 initial public offering, and two underwritten follow-on offerings in July

and October 2024 (“July and October Offerings”), respectively, to purchase up to an aggregate of 364,139 shares of common

In connection with the July and October Offerings and our November 2024 private placement offering, we issued warrants to investors

to purchase up to an aggregate of 4,235,148 shares of common stock with a weighted-average exercise price of $22.68 per share.

a large number of shares of our common stock are issued upon exercise of the outstanding warrants in the public market, this could reduce

the trading price of our common stock, perhaps significantly, and impede our ability to raise future capital.

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

8 unchanged sentences

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

directors, executive officers and holders of more than 5% of our common stock, together with their affiliates, beneficially own, in the

aggregate, approximately 33.19% of our outstanding common stock as of December 27, 2024.

As a result, these stockholders, acting together,

have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and

any merger, consolidation or sale of all or substantially all of our assets.

In addition, these stockholders, acting together, have the

ability to control the management and affairs of our company.

Accordingly, this concentration of ownership could harm the market price

of our common stock by:

Our directors, executive officers and holders of more than 5% of our common stock,

together with their affiliates, beneficially own, in the aggregate, approximately 25.54% of our outstanding common stock as of December

As a result, these stockholders, acting together, have the ability to control the outcome of matters submitted to our stockholders

for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets.

addition, these stockholders, acting together, have the ability to control the management and affairs of our company.

Accordingly, this

concentration of ownership could harm the market price of our common stock by:

deferring or preventing a change of control of us;

4 unchanged sentences

together with their affiliates.

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

issuance of equity we may undertake in the future to raise additional capital could cause the price of our common stock to decline and

result in significant dilution for holders of our common stock.

For example, from October 1, 2024 through September 30, 2025, we have

issued 8,824,183 shares of common stock through equity financings, 1,254,512 shares of our common stock related to warrant exercises

and 944,000 shares of our common stock related to stock option exercises.

In addition, the vesting of restricted stock units and the

exercise of outstanding stock options and warrants may result in further dilution of your investment.

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

the market price of our common stock.

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

the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

predict the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number

of our securities would have on the market price of our common stock.

have a limited number of authorized shares of our common stock available for issuance which may limit our ability to issue securities

in connection with capital raises, for acquisitions or strategic partnerships or as compensation to our employees and directors in the

future, unless we obtain stockholder approval to amend our amended articles of incorporation, referred to herein as our charter.

inability to issue shares of our common stock could materially adversely affect our business and strategy.

We have historically used our shares of common stock to raise capital, consummate

acquisitions and compensate our employees and directors.

We are currently authorized to issue 300,000,000 shares of common stock.

December 16, 2025, 50,474,294 shares of common stock were outstanding.

Additionally, as of December 16, 2025, there were 2,987,150 shares

of common stock issuable upon exercise of outstanding warrants, 3,669,000 shares of common stock issuable upon exercise of outstanding

stock options, and 774,514 shares of common stock issuable upon vesting of restricted stock units.

We may not be able to continue issuing

securities to meet our business objectives in future, unless we increase the number of shares we are authorized to issue.

no assurance that we will elect to seek stockholder approval to increase our authorized shares of common stock under our charter or, if

we do, that we will be able to secure the necessary stockholder approval to increase our authorized shares of common stock under

Our inability to issue shares of our common stock could materially adversely affect our business and strategy.

Unanticipated

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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 1A. Risk Factors