What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-12-18 compared with 2024-12-30 · 342 added, 240 removed, 92 unchanged (86% of the section changed)

6 unchanged sentences

These risks could cause our actual results to differ materially from any future performance suggested below.

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

utilizing proprietary reactor designs, intellectual property and research methods, to develop technology and products that work towards

a sustainable future.

Led by a world class scientific and management team, we envision a business with comprehensive engagement within

almost every sector of the nuclear power industry, from sourcing raw materials, to fuel processing, and finally the deployment of our

cutting edge microreactors.

Our dedication extends further, to also develop into areas such as fuel transportation and nuclear service

support and consulting services.

We are a nuclear energy and technology company, developing smaller, simpler, and

safer advanced clean energy solutions, utilizing proprietary reactor designs, intellectual property, and research methods, to contribute

towards a sustainable future.

Led by a world class scientific and management team, our business plan involves comprehensive engagement

across all sectors of the nuclear power and energy industry, spanning the value chain from sourcing raw materials to the development of

cutting-edge advanced nuclear microreactors.

Our dedication extends further, encompassing strategic initiatives within the commercial

nuclear fuel transportation sector, the nuclear energy fuel supply chain, technology development, and nuclear consulting services.

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

1 unchanged sentence

services business.

mission is to become a commercially focused, diversified and vertically integrated technology-driven nuclear energy company that will

capture market share in the very large and growing nuclear energy sector.

To implement our plans, since our founding in 2022, our management

has secured certain connections within key U.S.

government agencies, including the DOE, the Idaho National Laboratory (“INL”)

and Oak Ridge National Laboratory (“ORNL”), each of which are a part of the DOE’s national nuclear laboratory system.

Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre and The University

of California, Berkeley.

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

in the very large and growing nuclear energy sector.

To implement our plans, since our founding in 2022, our management has had constant

communications with key U.S.

government agencies, including the DOE, the INL and ORNL, which are a part of the DOE’s national nuclear

laboratory system.

Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre

and The University of California, Berkeley.

of Operational Plan and Estimated Timelines for Corporate Achievements

In light of approximately $122 million in net proceeds we generated from

our May 2024 initial public offering, our July and October Offerings, and our November 2024 private placement, 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 $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 and built between 2025 and 2027, our formal microreactor

licensing application will be submitted between 2026 and 2029, and our microreactors will be launched between 2030 and 2031, unless the Advance Act succeeds to reduce the licensing time.

Notwithstanding

the foregoing, there is no assurance that we can meet successfully the above-mentioned timelines.

plan on providing nuclear service support and consultation services in 2025 for the expanding and resurgent nuclear energy industry,

continue to benefit from a global nuclear energy renaissance driven by several long term, sustainable growth trends and significant regulatory

These include growth in AI data centers, industrial reshoring, and broader electrification, all driving a significant need

for clean and reliable power, energy sustainability and independence, and climate mandates requiring reliable zero-emissions energy.

All of this comes in an era of unprecedented bipartisan legislative and policy support in the U.S.

for nuclear energy.

Equally important,

there is broad recognition that advanced reactors like the ones we are developing will be critical to future clean energy infrastructure.

Over the next twelve months, we will

continue to progress the development of our advanced reactors and our vertically integrated business plan, with estimated

expenditures to be approximately $65 million.

This allocation comprises approximately $43 million dedicated to the research,

development, quality assurance, licensing, and physical test work of our microreactors and other technologies, such as our ALIP

technology and fuel transportation system.

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

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

in which we have made a strategic investment.

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

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

accounting, and other administrative functions.

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

complementary businesses or assets.

As such, and for a variety of other factors, our estimated expenditures may differ substantially

from the above estimates and we find it desirable or necessary to utilize cash resources faster than we currently plan.

In early April 2025, we signed a strategic

collaboration with UIUC to construct the first KRONOS MMR™ research reactor on the university’s campus.

In mid-April 2025,

we launched a recruitment initiative focused on the Midwest region to support our plans to construct, demonstrate and gain regulatory

approval for full-scale KRONOS MMR ™ in both the United States and Canada.

In late April 2025, the NRC issued its final

Safety Evaluation (SE) approving the Fuel Qualification Methodology Topical Report (FQM TR) for the advanced fuel design to be used in

our KRONOS MMR™.

In July 2025, we announced that we will provide critical engineering and environmental services for our planned

construction and deployment activities at UIUC for the KRONOS MMR™.

We anticipate submitting our construction permit application

to the NRC in early 2026, and receiving the construction permit in 2027.

However, there can be no assurance that we will be able to meet

this anticipated timeline, as the submission is subject to the completion of ongoing technical, regulatory, and operational preparations,

which may be affected by factors beyond our control.

Notwithstanding the foregoing, this is expected to be the first construction permit

for a microreactor issued in the United States.

The permit application will not incur any government fees, as the KRONOS MMR™ reactor,

due to its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

We have already made material progress

with the KRONOS MMR™, including affirming the collaboration for this project with UIUC;

however, we have not yet determined a definitive

timeline for demonstration, licensing and commercial launch of this reactor, but when considering construction timelines, licensing timeframes,

sourcing key materials and fuel, we estimate the early 2030s for commercial readiness.

With respect to the LOKI MMR™ system,

we are still in the process of assessing and developing demonstration, licensing and commercial launch timelines for this reactor.

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 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.

Notwithstanding the foregoing, the outlined expenditures and the anticipated

timelines for execution of our plans discussed above and throughout this Management’s Discussion and Analysis of Financial Condition

and Results of Operations are estimations only.

These 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.

With respect to our ZEUS reactor, we are

examining slight modifications of the design to create an even smaller, more mobile reactor system, allowing for an increased number of

applications which do not overlap with our other reactors, KRONOS and LOKI.

The solid core concept permits a degree of simplicity, and

fewer working parts, than other reactor types – we are working on exploiting these inherent advantages to provide this product in

Given our corporate emphasis on the

KRONOS MMR ™ reactor and the fact that all of our reactor designs, except for the ODIN™ reactor, are within

the high-temperature gas-cooled reactor family, we are considering strategic alternatives for ODIN.

In September 2025, we signed a letter

of intent for the proposed sale of our ODIN™ microreactor design and all associated intellectual property to Cambridge Atom

Works, our commercial collaborator for the ODIN™ project.

This transaction is intended to monetize our investment in the

project to date and enable us to allocate more time and resources to the KRONOS MMR ™ reactor and our other designs

and technologies.

Readers are cautioned that no assurances

can be given that we can meet successfully the above-mentioned timelines.

We are examining strategic acquisitions to expand our business

and consultancy services.

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

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

Moreover, the outlined expenditures and

the anticipated timelines for execution of our plans discussed above and throughout this Management’s Discussion and Analysis of

Financial Condition and Results of Operations are estimations only.

These are inherently subject to change due to certain factors, including

adjustments in the microreactor development plan and uncertainties associated with the governmental licensing approval process.

that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures

and timelines.

As of the date of this Report, we have

not generated any revenues.

We have incurred accumulated net losses of $57,500,857 since inception through September 30, 2025.

and Trends Affecting Our Business and Results of Operations

Ability to Develop Our Microreactors

2022, we began designing our two next-generation advanced nuclear microreactors, ZEUS

ZEUS , is a solid

core battery reactor, and ODIN , is a low-pressure salt coolant reactor.

We aim to complete the detailed design for

these reactors in under a two-year timeframe, progress through demonstration and physical test work, and initiate the licensing, certification,

and development processes required to build a licensed prototype.

Our goal is to commercially launch

one of these microreactors in the early 2030s.

The success of this endeavor will be dependent

on our ability to effectively utilize our relationship with the national laboratories and DOE to advance our microreactor designs through

demonstration work and take advantage of the large capabilities offered by the existing national nuclear sites.

We have conducted and

completed a design audit on the ODIN reactor to provide assistance with design considerations.

Additionally, the design audit for the

ZEUS reactor was conducted and completed by INL in February 2024.

The report was finalized and issued by INL, summarizing

their findings for Nano to facilitate the development of the reactor.

The technical reactor audit provides an external and neutral perspective

to assist the advancement of the concepts and to validate the microreactors’ direction and technology.

and Construction of Fuel Processing Facility

have potentially identified a land package that is suitable for the design, construction and commissioning of our own commercial nuclear

High-Assay Low-Enriched Uranium (“HALEU”) fuel processing facility to supply fuel to our own reactors currently under development,

nuclear industry, the U.S.

national laboratories, and to supply the DOE’s nuclear fuel needs if necessary.

of Fuel Transportation Business

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

fuel around North America.

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

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.

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

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

This technology could

potentially enable us to transport enriched HALEU material in various forms.

We are seeking to form the first transportation company

capable of supplying all emerging SMR and microreactor companies with the fuel they require at their manufacturing facilities to construct

their reactors.

We also expect to service the national nuclear laboratories and DOE programs which require HALEU by providing the fuel

for their programs.

Mobile reactors requiring HALEU for remote military bases are also anticipated, with potential military contacts.

Our fuel transportation business will build on the work already completed and authorized by the INL and ORNL to create a high-capacity

HALEU transportation package, with 18 inner canisters, combined with a basket design and a borated aluminum flux trap.

We have also received

private funding and support from the former executives of the largest shipping company in the world.

These executives are aware of our

transportation plans and have agreed to assist us in developing a HALEU transportation company to create the first vertically integrated

HALEU commercial quantity delivery service in North America.

Our results of

operations and our long-term prospects are significantly influenced by factors and trends related to the development,

commercialization, and regulatory advancement of our microreactors.

KRONOS™ reactor is our lead reactor program and is being

designed as an advanced, high-temperature microreactor intended for deployment in industrial environments, defense applications, and

other off-grid settings requiring resilient, emissions-free power.

The following factors and trends have impacted, and we expect

will continue to impact, our KRONOS development program and our operating results.

Development of

the KRONOS™ reactor is affected by the evolving regulatory framework for advanced non-light-water reactors.

Nuclear Regulatory

Commission (“NRC”) continues to refine guidance applicable to microreactor licensing, including siting, emergency planning,

fuel qualification, and security requirements.

Changes in NRC expectations, the need for additional data or analysis, or delays in regulatory

review may impact our development timelines and costs.

In addition, university-based demonstration efforts, including our ongoing collaboration

with the University of Illinois Urbana–Champaign (“UIUC”), will require coordination with federal and state agencies,

which may introduce uncertainties in scheduling and scope.

KRONOS™ reactor

development relies on strategic collaborations with academic institutions and research organizations.

Our work with UIUC includes

analyses of siting suitability, infrastructure requirements, and potential demonstration pathways.

Such partnerships provide access

to technical expertise and research infrastructure but may be influenced by academic scheduling, funding availability, or

institutional priorities.

Delays or changes in partner capacity could affect program timelines.

KRONOS™ technology

incorporates materials and components that require specialized fabrication processes, including high-temperature alloys, advanced

coatings, and precision-engineered reactor structures.

Global supply-chain conditions, vendor qualification requirements, and the

availability of domestic manufacturing capacity will affect development costs and timelines.

Government incentives for advanced

reactor supply chains may reduce uncertainties, but broader economic factors—including inflationary pressures, material cost

volatility, and logistics constraints—may continue to impact the program.

The LOKI MMR™ reactor originated

as a compact, transportable nuclear microreactor design.

The reactor is designed for versatility across terrestrial, marine, and space

applications.

It is engineered to deliver on the order of 1 MWth to around 5 MWth of power, making it suitable for remote deployments,

off-grid energy needs, critical infrastructure support, and other distributed energy use-cases where traditional grid power is unavailable

or unreliable.

Its transportability via road, rail, sea, or air enables rapid deployment and modular scalability, especially when multiple

units are networked for larger power requirements.

The LOKI MMR™ supports diverse applications ranging from remote industrial operations

to space exploration architectures.

The design is positioned to support long-duration extra-terrestrial applications, including power

for lunar or orbital infrastructure and potential deep-space missions.

The portable ZEUS™

reactor is a solid-core “nuclear battery” microreactor, designed to deliver long-duration, reliable, zero-emission power

in locations where grid access is unavailable, unreliable, or prohibitively expensive.

The ZEUS™ reactor is optimized for

remote, austere, and infrastructure-limited environments, including isolated communities, mining operations, military installations,

critical infrastructure sites, and international deployments where diesel generation is currently dominant.

The ZEUS™ technology includes a sealed,

factory-fabricated, transportable reactor system.

The reactor employs a solid fuel core and emphasizes passive safety, inherent

stability, and minimal operator intervention.

The system is designed to function as a “set-and-forget” power source,

with all major safety, control, and thermal management features integrated into a compact, hardened structure capable of

withstanding extreme environmental conditions.

The design philosophy prioritizes simplicity, robustness, and high technology

readiness levels (TRLs), avoiding unnecessary complexity to accelerate deployment and licensing pathways.

Development of Fuel Cycle Processing Business

We believe, based on our market research,

that no small modular reactor (SMR) microreactor company is currently developing a full fuel supply chain to produce fuel for their reactors.

Our strategy to create the fuel for our own reactors and also to position our company to supply fuel to the wider nuclear industry and

other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply.

Through our investment and collaboration with

LIST, which we believe is the only U.S.-origin and patented laser uranium enrichment company, our goal is to progress towards being what

we believe will be the only vertically integrated microreactor business in the country.

This would give our business an enormous competitive

advantage for both our own reactor development and establishing multiple sources of future revenue to de-risk our company.

we believe, based on our market research, that no SMR or microreactor has any sales revenue, inhibiting the ability for any reactor company

to progress, we are building a different and more robust business model.

Development of Fuel Transportation Business

As we have developed our business, we

believe capability deficiencies in the U.S.

nuclear industry that would affect the future operation of all SMR and microreactor companies

became apparent, notably, there is currently no established method for transporting commercial quantities of HALEU across North America.

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

PNNL and ORNL, that had not been advanced because of budget constraints.

We received an exclusive license for a high capacity HALEU fuel

transportation basket design in April 2024, which will form the basis of a complete transportation package able to move the most commonly

utilized fuel types.

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

If developed and commercialized, we believe this product would be one of the few of its kind in North America and would serve as the basis

for a domestic HALEU transportation company capable of providing commercial quantities of HALEU fuel.

We will work with engineering contractors

to obtain an NRC Certificate of Compliance under 10 CFR 71 for our transportation packages.

We plan to establish a transportation

business focused on the movement of both LEU and HALEU.

Currently we are developing a regulatorily licensed, high-capacity HALEU transportation

system, capable of moving commercial quantities of HALEU fuel around North America and beyond.

We are seeking to form the

first transportation company able to supply emerging SMR and microreactor companies with the fuel they require at their manufacturing

facilities to construct their reactors.

We also expect to service the national nuclear laboratories and DOE programs which require HALEU

by providing the fuel for their programs.

Mobile reactors requiring HALEU for remote military bases are also anticipated, with potential

military contacts.

In 2026, our fuel transportation business will build on the work already completed by INL and ORNL to create a high-capacity

HALEU transportation package.

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

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

The GNS agreement encompasses

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

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

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

We are receiving support from two former executives of the largest

shipping company in the world who are assisting us in developing a North American transportation company using our licensed or developed

technology to deliver (subject to applicable government licensing and certification) nuclear fuel for a wide customer base, including

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

Business Services and Consulting Business

1 unchanged sentence

those personnel as part of a consulting and services business.

We have already identified several nuclear business services and consultancy

providers, which have been assessed as potentially suitable for acquisition by our company.

We have concentrated on identifying small

teams with expert personnel, with good portfolios of work and existing contracts, and good expansion potential, which would provide us

with immediate revenue post-acquisition.

We believe we are in a competitively advantageous position to expand these acquired businesses

with the highly qualified teams it has built over the previous years.

This expansion potential can be further complimented by the education

programs we are assembling with the Cambridge Nuclear Energy Centre, part of the University of Cambridge, which will involve the sponsorship

of MSc and PhD Nuclear programs to produce the next generation of qualified nuclear energy personnel.

Part of our education sponsorship

programs will involve providing work to the qualifying individuals after they have completed their programs, allowing for further expansion

of the nuclear services we are able to offer clients.

In furtherance of this effort, in early August 2024 we announced that we have joined

the University of Cambridge Nuclear Industry Club to further our collaboration with Cambridge and our efforts to foster and recruit the

next generation of nuclear researchers and engineers.

With an expanded team we plan to retain with a portion of the proceeds from our

2024 public offerings, we will market our expertise and deploy consultants to both government and private industry nuclear projects.

Consultants will be hired out for either hourly rates, or for contractual periods and weekly or monthly rates depending on the project

type and scope.

The acquisitions and their subsequent expansions will also provide in-house expertise, at greatly reduced costs, which

we can utilize for our own research and development, streamlining our company while expanding our technical and human capital capacity.

expect to start providing nuclear service support and consultation services for the nuclear energy industry in 2025, both domestically and

internationally.

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

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

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

not entered into any definitive agreements for such acquisitions.

In combination with our intention to acquire existing revenue

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

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

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

No assurances can be

given that we will be able to successfully establish and grow our own consultation business, and our failure to do so would

adversely affect our nearer term revenue prospects.

regulatory licensing process for our microreactor prototypes is expected to be completed by approximately 2030 or 2031.

Manufacturing

facilities will begin construction during the licensing phase so we are ready to deploy microreactors across the country upon subsequent

approval of a manufacturing license.

Initial NRC contact will involve early communication from us of the estimated company timelines,

so that the regulator can secure the required number of personnel to successfully examine the microreactors.

Our ability to successfully

license and certify our microreactors will subsequently be dependent on working through the licensing process with the NRC

and satisfying their examinations that the reactor is safe to deploy to customers, provided the agreed protocols are adhered to.

ability to successfully design and construct our own commercial nuclear HALEU fuel fabrication facility will be dependent on

obtaining the necessary regulatory approvals from the NRC.

Fuel cycle facilities must comply with the regulatory requirements

established by the NRC.

The facility will need to acquire an NRC license containing site-specific requirements that the facility is

required to comply with.

Each license is unique and is specific to the nuclear material and hazards present at the fuel cycle

The NRC inspects the site construction at new fuel cycle facilities and only approves the facility’s capability to

possess nuclear material after ensuring that the facility’s safety controls are robust and able to safely handle these

NRC safety oversight includes three important components:

NRC inspection, the routine assessment of each licensee’s

performance, and enforcement in the case that the regulatory requirements are not met.

company has identified the potential site and will work with the NRC through the process established under the National

Environmental Policy Act of 1970 , which will begin when a federal agency develops a proposal to take a major federal action.

We have already identified several nuclear services and consultancy providers,

which have been assessed as potentially suitable for acquisition by our company.

We have concentrated on identifying small teams with

expert personnel, with good portfolios of work and existing contracts, and good expansion potential, which would provide us with immediate

revenue post-acquisition.

We believe we are in a competitively advantageous position to expand these acquired businesses with the highly

qualified teams it has built over the previous years.

Regulatory Licensing

The regulatory licensing process for our microreactor prototypes is expected to

be completed in the early 2030s, with manufacturing facilities being constructed during the licensing phase so we are ready to deploy

microreactors (most notably our KRONOS MMR™) across the country upon licensing approval.

Our KRONOS MMR™ reactor system has

already undergone important pre-licensing activities, including the submission of a Regulatory Engagement Plan, several White Papers and

Topical Reports, and NRC approval for Fuel Qualification Methodology for the advanced fuel design to be used in our KRONOS micro modular

reactor energy system.

Our ability to successfully license and certify our microreactors will subsequently be dependent on working through

the licensing process with the NRC (and, as applicable, Canadian and other regulators) and satisfying their examinations that the reactor

is safe to deploy to customers, provided the agreed protocols are adhered to.

Our ability to successfully design and construct our own

commercial nuclear fuel facilities will be dependent on obtaining the necessary regulatory approvals from the NRC and other applicable

authorities to permit the commercial deployment of microreactors.

The NRC inspects the site construction at new fuel cycle facilities

and only approves the facility’s capability to possess nuclear material after ensuring that the facility’s safety controls

are robust and able to safely handle these materials.

Fuel cycle facilities must comply with the regulatory requirements established by

The facility will need to acquire an NRC license containing site-specific requirements that the facility is required to comply

Each license is unique and is specific to the nuclear material and hazards present at the fuel cycle facility.

To obtain a license

will involve significant communication and interaction between the NRC and our company.

NRC safety oversight includes three important

NRC inspection, the routine assessment of each licensee’s performance, and enforcement in the case that the regulatory

requirements are not met.

We will also develop an environment report to support any fuel cycle facility application and will work with

the NRC through the process established under the National Environmental Policy Act of 1970, which will begin when a federal agency develops

a proposal to take a major federal action.

Acquisitions and Collaborations

2024, we have made announcements regarding our acquisition of a complementary nuclear pump technology (the ALIP technology), our acquisition

of the USNC Assets as well as our execution of several non-binding memoranda of understanding with third party collaborators to explore

the use of our microreactors in remote artificial intelligence datacenters and the use of artificial intelligence in modernizing the

nuclear regulatory and licensing process.

We expect that a material aspect of our business will involve continuing to develop, identify

or seek to collaborate on, or acquire novel and complimentary assets, business and technology for our company.

Our inability to grow

our company through such acquisition or collaborations could have a material adverse effect on our business prospects.

2024 and 2025, we made announcements regarding our acquisition and development of complementary nuclear pump technology (the ALIP technology)

as well as non-binding memoranda of understanding with third party collaborators to explore (i) the use of our microreactors in remote

artificial intelligence data centers, the use of artificial intelligence in modernizing the nuclear regulatory and licensing process

and (iii) development of nuclear fuel and microreactor capabilities in several non-U.S.

jurisdictions in both Africa and South America.

We expect that a material aspect of our business will involve continuing to develop, identify or seek to collaborate on, or acquire novel

and beneficial technology for our company, and to support advanced nuclear technology both in the U.S.

and around the world.

Our inability

to growth our company through such acquisitions or collaborations could have a material adverse effect on our business.

of Operations

5 unchanged sentences

All research and development costs related to product development are expensed as incurred.

and development expenses increased by $2,191,565, or 143%, to $3,725,565 for the year ended September 30, 2024, compared to $1,534,000

for the comparative period ended September 30, 2023, primarily due to our acquisition of the ALIP technology which was expensed during

the year ended September 30, 2024 in the amount of $1,673,000 compared to the year ended September 30, 2023.

Research and development

expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors as

well as the costs to acquire technology and other assets from third parties.

During the years ended September 30, 2024 and 2023, $0 and

Research and development expenses increased by $11,720,948, or 315%, to $15,446,513

for the year ended September 30, 2025, compared to $3,725,565 for the comparative period ended September 30, 2024, primarily due to research

and development related equity-based compensation as well as a significant increase in expenses from research and development of our microreactors

during the year ended September 30, 2025.

Research and development expenses primarily reflect the internal and external personnel costs

corresponding to the design and analysis of our microreactors.

During the years ended September 30, 2025 and 2024, $5,597,010 and nil,

respectively, of our research and development expenses corresponded to equity-based compensation

and Administrative Expense

general and administrative expenses consist of compensation costs for personnel in executive, finance, accounting, and other administrative

General and administrative expenses also include legal fees, professional fees paid for accounting, auditing, consulting services,

advertising costs, and insurance costs.

and administrative expenses increased by $2,101,598, or 44%, to $6,850,993 for the year ended September 30, 2024, compared to $4,749,395

for the comparative period ended September 30, 2023, primarily due to additional office and staff costs to support our research and development

general and administrative expenses consist of compensation costs for personnel in executive, management, regulatory, finance, accounting,

and other administrative functions.

General and administrative expenses also include professional fees paid for legal, auditing and accounting

services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

General and administrative expenses increased by $22,711,527, or 332%, to $29,562,520

for the year ended September 30, 2025, compared to $6,850,993 for the comparative period ended September 30, 2024, primarily due to equity-based

compensation, professional fees for legal and audit costs, and additional office and staff costs to support our research and development

activities during the year ended September 30, 2025 compared to the year ended September 30, 2024.

During the year ended September 30,

2024, general and administrative expenses primarily consisted of $2.7 million in personnel costs.

During the year ended September 30,

2023, general and administrative expenses primarily consisted of $3.1 million in personnel costs.

During the years ended September 30,

2024 and 2023, $320,257 and $1,963,440, respectively, of our general and administrative expenses corresponded to equity-based compensation.

2025, general and administrative expenses primarily consisted of $19 million in personnel costs, including $13.2 million in equity-based

compensation and $4.3 million in professional fees.

During the year ended September 30, 2024, general and administrative expenses primarily

consisted of $2.7 million in personnel costs, including $0.3 million in equity-based compensation and $0.9 million in professional fees.

During the years ended September 30, 2025 and 2024, $13,227,205 and $320,257, respectively, of our general and administrative expenses

corresponded to equity-based compensation.

of contingent consideration

1 unchanged sentence

is revalued at the end of each financial quarter based on the closing stock price of our common shares.

revaluation of contingent consideration was ($66,000) for the year ended September 30, 2024, compared to $nil for the comparative period

ended September 30, 2023, as a result of our acquisition of the ALIP technology on June 21, 2024.

the years ended September 30, 2024 and 2023, we earned interest income of $359,002 and $32,994, respectively, on its cash held at a financial

revaluation of contingent consideration was $1,207,500 for the year ended September 30, 2025, compared to ($66,000) for the comparative

period ended September 30, 2024, as a result of our acquisition of the ALIP technology on June 21, 2024.

During the year ended September 30, 2025, we earned interest income of $5,565,457

on our cash and cash equivalents held at a financial institution, earned $250,000 from consulting services, earned $84,000 from a lease

agreement, and earned $250,000 as a non-refundable down payment for the proposed sale of our ODIN™ low-pressure coolant microreactor design

and all associated intellectual property.

During the year ended September 30, 2024, we earned interest income of $352,002 on our cash

and cash equivalents held at a financial institution, and earned $7,000 from a lease agreement.

and Capital Resources

believe that our existing cash and cash equivalents will fund our current operating, research and development and business

development plans through at least the next twelve months from the date of this Report.

Although we have negative operating cash

outflows of $8,464,146 for the year ended September 30, 2024, and $3,867,573 for the year ended September 30, 2023, we had

approximately $29 million in cash and cash equivalents as of September 30, 2024 (compared to approximately $7.0 million as of

September 30, 2023) and working capital of approximately $28 million as of September 30, 2024 (compared to approximately $6.9

million as of September 30, 2023).

In addition, we received net proceeds of approximately $37.2 million from our October 2024

underwritten follow-on offering as well as net proceeds of approximately $55.1 million from our November 2024 private

We believe that our existing cash and cash equivalents will fund our current operating,

research and development and business development plans through at least the next twelve months from the date of this Report.

we have negative operating cash outflows of $19,621,963 and $8,464,146 for the years ended September 30, 2025 and 2024, we had approximately

$203 million in cash and cash equivalents as of September 30, 2025 (compared to approximately $29 million as of September 30, 2024) and

working capital of approximately $201 million as of September 30, 2025 (compared to approximately $28 million as of September 30, 2024).

In addition, we received net proceeds of approximately $378.6 million from our October 2025 private placement.

the future development of our business towards ultimate commercialization of our products will require significant additional amounts

8 unchanged sentences

funding when needed could have a material adverse effect on our company and results of operations and could cause our business to fail.

part of issuing our consolidated financial statements, we evaluated whether there were any conditions and events that raise

substantial doubt about our ability to continue as a going concern over the twelve months after the date the consolidated financial

statements included in this Report are issued.

We have incurred significant operating losses since our inception, and as of

September 30, 2024 we had an accumulated deficit of approximately $17.4 million and negative operating cash flow during fiscal 2024

and fiscal 2023.

Management expects that operating losses and negative cash flows will likely increase from the 2024 levels because

of additional costs and expenses related to our research and development and business development activities.

Our continued solvency

is dependent upon our ability to obtain additional working capital to complete development, regulatory licensing and effective

commercialization of our products and technology in development.

As part of issuing our consolidated financial statements, we evaluated whether

there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the twelve months

after the date the consolidated financial statements included in this Report are issued.

We have incurred significant operating losses

since our inception, and as of September 30, 2025 and 2024, we had an accumulated deficit of approximately $57.5 million and $17.4 million,

respectively, and negative operating cash flow during fiscal 2025 and fiscal 2024.

Management expects that operating losses and negative

cash flows will increase from the 2025 levels because of additional costs and expenses related to our research and development and business

development activities.

Our continued solvency is dependent upon our ability to obtain additional working capital to complete development,

regulatory licensing and effective commercialization of our products and technology in development.

date, we have not generated any revenue.

We do not expect to generate any meaningful revenue unless and until we are able to

complete development, regulatory licensing and effective commercialization of our products and technology in development.

require additional capital to develop our reactors and to fund operations for the foreseeable future.

Particularly in light of our

significant capital raising activity in 2024, we believe that our existing cash is sufficient to support our business plan in the

However, as our business plans and industry are rapidly evolving, certain costs are not reasonably estimable at this

We do not expect to generate any meaningful revenue unless and until we are able to complete

development, regulatory licensing and effective commercialization of our products and technology in development.

We will require additional

capital to develop our reactors and to fund operations for the foreseeable future.

Particularly in light of our significant capital raising

activity in 2025, we believe that our existing cash is sufficient to support our business plan in the near-term.

However, as our business

plans and industry are rapidly evolving, certain costs are not reasonably estimable at this time.

is of the opinion that sufficient working capital is on hand or available to meet our company’s liabilities and commitments as

2 unchanged sentences

our plans and growth.

Statement of Cash Flows for the Years Ended September 30, 2024 and 2023

Summary Statement of Cash Flows for the Years Ended

September 30, 2025 and 2024

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

7 unchanged sentences

Net cash provided by investing activities

(17,524,377 )

Net cash provided by financing activities

10 unchanged sentences

activities during the year ended September 30, 2025, when compared to the year ended September 30, 2024, was primarily due to increased

research and development activities and additional office and staff costs to support our research and development activities during the

year ended September 30, 2024 compared to the year ended September 30, 2023.

research and development activities, additional regulatory and staff costs to support our research and development activities, and additional

office and professional fees during the year ended September 30, 2025 compared to the year ended September 30, 2024.

Flows used in Investing Activities

cash used by investing activities for the year ended September 30, 2024 was $3,700,000, which consisted of $1,700,000 used to purchase

ft., 2-story building in Oak Ridge, Tennessee to house our Nuclear Technology Headquarters, and $2,000,000 as a strategic

equity investment into LIS Technologies Inc.

Net cash used by investing activities for the year ended September 30, 2025 was

$17,524,377, which consisted of $9,075,045 of cash paid for the acquisition of the USNC Assets that closed on January 10, 2025, $3,500,000

used to purchase a 23,537 sq.

building with land in Oak Brook, Illinois to serve as a regional demonstration and office facility to

support the development of our KRONOS MMR™ Energy System, leasehold improvements of $3,103,000 at our Westchester, New York facility,

and $1,846,332 for other additions to property, plant and equipment.

Net cash used by investing activities for the year ended September

30, 2024 was $3,700,000, which consisted of $1,700,000 used to purchase a 14,000 sq.

ft., 2-story building with land in Oak Ridge, Tennessee

to house our Nuclear Technology Branch, and $2,000,000 as a strategic equity investment into LIS Technologies Inc.

(a related party).

During the year ended September 30, 2023, we did not use any cash in

investing activities.

Flows provided by Financing Activities

cash provided by financing activities for the year ended September 30, 2024 was $33,718,608, which consisted of $34,953,937 in cash received

from the issuance of shares of common stock less $3,554,829 in offering costs.

Net cash provided by financing activities for the year

ended September 30, 2023 was $8,690,369, which consisted of cash received from the issuance of shares of common stock less deferred offering

are a party to one long-term operating lease for our corporate headquarters.

We have one lease commitment corresponding to our corporate

headquarters as of September 30, 2024.

We did not have any lease commitments as of September 30, 2023.

Our corporate headquarters is

located at 10 Times Square, 30th Floor, New York, New York 10018, covering approximately 7,800 square feet.

We lease this space for $33,605

per month whereby the monthly lease rent will increase by 2.5% on an annual basis.

Net cash provided by financing activities for the year ended September 30, 2025

was $211,904,135, which consisted of approximately $18.5 million from exercises of warrants, $2.4 million from exercises of stock options,

and net proceeds of approximately $191 million from our registered follow-on offering in October 2024, our November 2024 private placement

offering, and our May 2025 private placement offering.

Net cash provided by financing activities for the year ended September 30, 2024

was $33,718,608, which consisted of $34,953,937 in cash received from the issuance of shares of common stock less $3,554,829 in offering

As of September 30, 2025, we had two long-term operating leases corresponding to

(1) our corporate headquarters located at 10 Times Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration

facility in Westchester County, New York.

As of September 30, 2024, we had one lease commitment corresponding to our corporate headquarters

in New York, New York.

Our corporate headquarters cover approximately 7,800 square feet.

We lease this space for $33,605 per month whereby

the monthly lease rent will increase by 2.5% on an annual basis.

The lease has a term ending on July 31, 2031.

Our demonstration facility

covers approximately 6,800 square feet in Westchester County, New York.

We lease this space for $17,000 per month whereby the monthly

lease rent will increase by 2.5% on an annual basis.

The lease has a term ending on December 31, 2030.

Sheet Arrangements

6 unchanged sentences

on a straight-line basis over the term of the lease.

As of September 30, 2024, we have one long-term operating lease.

As of September 30, 2025, we have two long-term operating leases.

As of September

30, 2023, we have one short-term operating lease.

30, 2024, we had one long-term operating lease.

leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet

3 unchanged sentences

without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term.

Our short-term lease

relates to office facilities which did not meet the criteria for capitalization as of September 30, 2024 and September 30, 2023.

Quantitative and Qualitative Disclosure About Market Risk

4 unchanged sentences

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 7. Management’s Discussion and Analysis