What changed in this filing

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Item 9A. Controls and Procedures

2025-12-18 compared with 2024-12-30 · 1648 added, 893 removed, 1131 unchanged (69% of the section changed)

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and board of directors as appropriate to allow timely decisions regarding required disclosure.

Remediation of Previously Reported Material Weaknesses

As previously disclosed in Item

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

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

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

financial reporting.

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

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

During the fourth fiscal quarter of 2025, we implemented the following

remediation plan, including:

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

Formalized the preparation and review of information used in financial reporting to ensure the completeness and accuracy of reports at

fiscal year-end.

We completed the necessary testing and we believe

that the material weakness outlined above has been remediated as of September 30, 2025.

Annual Report on Internal Controls over Financial Reporting

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in Internal Control over Financial Reporting

have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year

ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Other than the execution of the

material weakness remediation activities described above, there have been no changes in internal control over financial reporting (as

defined in Rule 13a-15(f) of the Exchange Act) during the year ended September 30, 2025, that materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Limitations on Internal Controls

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Other Information

Insider Trading Arrangements and Policies

Adoption or Termination of Insider

Trading Arrangements

In September 2025,

the below listed directors or officers of our company informed us of the adoption, modification or termination of a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408,

as described below:

Character of Trading Arrangement (1)

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

Termination Date

10b5-1 Trading Arrangement (3)

Up to 2,996,400 to be sold

Rule 10b5-1 Trading Arrangement (3)

Up to 408,688 to be sold

Jaisun Garcha

Rule 10b5-1 Trading Arrangement (3)

Up to 112,215 shares to be sold

10b5-1 Trading Arrangement (3)

Up to 131,143 to be sold

10b5-1 Trading Arrangement (3)

Up to 41,143 to be sold

Rule 10b5-1 Trading Arrangement (3)

Up to 55,000 to be sold

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement”

is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through

and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.

arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable

mandatory cooling-off period under the Rule.

Except as indicated by footnote, each arrangement also provides, among other things, for

termination upon the occurrence of death, dissolution, bankruptcy, insolvency, or failure to comply in material respect with any applicable

laws and/or any obligations of such arrangement.

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

Amended and Restated Insider Trading Policy

In December 2024, our board of directors

adopted an Amended and Restated Insider Trading Policy, which updated the policy adopted in April 2024.

The policy was adopted in order

that we can take an active role in the prevention of insider trading violations by our officers, directors, employees, consultants, attorneys,

advisors and other related individuals.

The Amended and Restated Insider Trading Policy is filed as an exhibit to this Report.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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held and the year they commenced service with the Company.

Executive Officer, Head of Reactor Development and Director

Secretary, Treasurer, and Chairman of the Board of Directors

Financial Officer

Chief Executive Officer and Director

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

Jaisun Garcha

Chief Financial Officer

Florent Heidet

Chief Technology Officer and Head of Reactor Development

Independent Director

of Executive Officers and Directors

Walker has been our Chief Executive Officer, Head of Reactor Development and director since 2022.

Walker has over seventeen

years of engineering project management experience across various industries, such as construction, mechanical engineering, and nuclear

Walker has been our Chief Executive Officer and director since 2022.

Walker has over seventeen years of engineering project

management experience across various industries, such as construction, mechanical engineering, and nuclear engineering.

Since 2020, Mr.

Walker has served as the senior executive manager at Ares, where he is responsible for the construction

of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder relations.

He is also concurrently

serving on the board of directors of several small-cap publicly traded companies in Canada, including Bayhorse Silver Inc.

TSX Venture) and Xander Resources, Inc.

Walker has served as the senior executive manager at Ares, where he is responsible for the construction of plants, purchases of land,

operations, marketing, financing, safety regulation compliance, and shareholder relations.

He is also concurrently serving on the board

of directors of several small-cap publicly traded companies in Canada, including Bayhorse Silver Inc.

and Xander Resources, Inc.

TSX Venture), and serves as a consultant to LIST.

Walker served as the head of company strategy of Lithium Energy Products (or Lithium), a company primarily engaged in the exploration

of lithium prospects, where he oversaw the company’s projects, resource allocation, grant submissions, and collaborative ventures.

Prior to joining Lithium, from 2013 to 2016, Mr.

Walker was an engineering project manager for the United Kingdom’s Ministry of

Defence (or the Ministry of Defence).

While there, he was responsible for infrastructure projects and worked in each stage of the nuclear

product life cycle, from concept to decommissioning.

From 2016 to 2020, Mr.

Walker served

as the head of company strategy of Lithium Energy Products (or Lithium), a company primarily engaged in the exploration of lithium prospects,

where he oversaw the company’s projects, resource allocation, grant submissions, and collaborative ventures.

Prior to joining Lithium,

from 2013 to 2016, Mr.

Walker was an engineering project manager for the United Kingdom’s Ministry of Defence (or the Ministry

While there, he was responsible for infrastructure projects and worked in each stage of the nuclear product life cycle,

from concept to decommissioning.

At the Ministry of Defence, Mr.

Walker was primarily engaged in design, modelling,

rigs, testing, and problem shooting.

He also managed multidisciplinary teams involving engineers, managers, contractors and finance and

commercial personnel, and served as the project lead and manager for the building of a nuclear material reclamation plant, and as the

engineering manager for constructing factories and facilities designed to manufacture reactor cores.

Walker was primarily engaged in design, modelling, rigs, testing, and

problem shooting.

He also managed multidisciplinary teams involving engineers, managers, contractors and finance and commercial personnel,

and served as the project lead and manager for the building of a nuclear material reclamation plant, and as the engineering manager for

constructing factories and facilities designed to manufacture reactor cores.

Between 2012 and 2013, Mr.

was seconded and worked as a nuclear physicist at Rolls-Royce, leading a project to model various configurations of Rolls-Royce’s

Zero-Power reactor using probabilistic physics software to digitally replicate real-world behavior and determine program accuracy margins.

Prior to this role, Mr.

Walker was seconded and worked

as a nuclear physicist at Rolls-Royce, leading a project to model various configurations of Rolls-Royce’s Zero-Power reactor using

probabilistic physics software to digitally replicate real-world behavior and determine program accuracy margins.

Prior to this role,

Walker served as a mechanical engineer and a nuclear engineer at the Ministry of Defence.

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corporate governance, and risk management for public and private companies.

Since 2022, Mr.

Garcha has served as the part time chief

financial officer and a director at LIST.

From February 2022 to December 2024, Mr.

Garcha served as

the part time chief financial officer and a director at LIST.

From March 2022 to October 2024, Mr.

Garcha served as the chief financial officer of St.

Garcha served as the chief financial

officer of St.

James Gold (“St.

James”), a Canada-based publicly traded company (Ticker:

LORD, Canada:

TSX Venture) engaged in mining exploration.

TSX Venture) engaged

in mining exploration.

From February 2013 to October 2024, Mr.

Garcha served as the chief financial officer of Snipp Interactive Inc.

(“Snipp Interactive”),

a Canada-based publicly traded company (Ticker:

TSX Venture) engaged in global loyalty and promotion solutions.

Garcha served as the chief financial officer or senior financial consultant of various private and public companies in a wide

spectrum of sectors including but not limited to mining, oil and gas exploration, and venture capital.

Garcha began his career as

an accountant in 2001.

(“Snipp Interactive”), a Canada-based publicly traded company (Ticker:

TSX Venture) engaged in global loyalty

and promotion solutions.

Prior to this, Mr.

Garcha served as the chief financial officer or senior financial consultant of various private

and public companies in a wide spectrum of sectors including but not limited to mining, oil and gas exploration, and venture capital.

Garcha began his career as an accountant in 2001.

Over the course of his twenty-year career, Mr.

Garcha has assisted several companies in going public through initial

public offerings and reverse takeovers.

Garcha is a Chartered Professional Accountant (CPA), Certified General Accountant (CGA) and

holds a Bachelor of Science degree from the University of British Columbia and a Master of Business Administration from Laurentian University.

Garcha has assisted several companies

in going public through initial public offerings and reverse takeovers.

Garcha is a Chartered Professional Accountant (CPA), Certified

General Accountant (CGA) and holds a Bachelor of Science degree from the University of British Columbia and a Master of Business Administration

from Laurentian University.

Florent Heidet has

been our Chief Technology Officer and Head of Reactor Development since March 6, 2025.

Heidet has over 18 years of experience in nuclear

energy industry.

Between May 2024 and February 2025, Dr.

Heidet has served as a Senior Energy Consultant at Hatch Ltd., a consulting and

engineering firm specializing in the metals, energy, and infrastructure sectors.

Heidet has served as Head of Design and Engineering

since February 2024 at Ultra Safe Nuclear Corporation (USNC), a vertical integrator of nuclear technologies and services.

2022 to January 2024, Dr.

Heidet also consecutively served as Director of Innovation for nuclear systems and Director of Technology and

Engineering at USNC.

Prior to joining the USNC, Dr.

Heidet spent 12 years at Argonne National Laboratory, where he played a central role

in most of the laboratory’s nuclear reactor design projects.

Heidet has also managed his own small company, MFT Tech LLC, since

Heidet holds a Doctorate and Master of Science in Nuclear Engineering from the University of California, Berkeley, a Master

of Science in Mechanical Engineering from the Arts et Métiers ParisTech (ENSAM) in Paris, France, and business program certificates

from both University of California, Berkeley Haas School of Business and University of Chicago Booth School of Business.

He has published

numerous peer-reviewed technical papers and authored several chapters of the Encyclopedia of Nuclear Energy.

Tsun Yee Law has been our director since 2022.

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for Flagler Healthcare Investment Property Group since 2015 and has served as a physician consultant for Financial Ventures Group since

Law has a Bachelor of Business Administration from Davenport University, a Doctorate of Medicine from American Global University School

of Medicine, and a Master of Business Administration from Davenport University.

Law has a Bachelor of Business Administration from Davenport University, a Doctorate of Medicine from American Global University

School of Medicine, and a Master of Business Administration from Davenport University.

We believe that Dr.

Law is qualified to serve as a director

of our company because of his education background in nuclear medicine and nuclear energy as well as his business background.

Law is qualified to serve

as a director of our company because of his education background in nuclear medicine and nuclear energy as well as his business background.

Hare has been our director since April 28, 2023.

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as a director of our company because of her experience in business strategy consultancy.

Kenny Yu has been our director since May 8, 2023.

Yu is a licensed pharmacist in New York and has been the director of Pharmacy

Services at NYU Langone Health since 2021.

In this role, he provides executive leadership and coordination for all pharmacy services

provided within NYU Langone Health to promote the standardization and alignment of practices across all pharmacy sites.

served as Educational Advisory Counsel at Apexus LLC, a company engaged in increasing access to medications and improving patient care

Yu was the inaugural director of 340B pharmacy services, a drug pricing program, in 2016.

In this role, he managed both

the compliance and optimization of the 340B program, which he and his team built from the ground up.

Yu holds a Master of Business

Administration from George Washington University and a Doctorate in Pharmacy from the Ernest Mario School of Pharmacy at Rutgers University.

Kenny Yu has been our

director since May 8, 2023.

Yu is a licensed pharmacist in New York and has been the System Senior director of Pharmacy Services at

NYU Langone Health since 2021.

In this role, he provides executive leadership and coordination for all pharmacy services provided within

NYU Langone Health to promote the standardization and alignment of practices across all pharmacy sites.

Yu has also served on the

Advisory Council at Apexus LLC, a company engaged in increasing access to medications and improving patient care nationwide.

the inaugural director of 340B pharmacy services, a drug pricing program, in 2016.

In this role, he managed both the compliance and optimization

of the 340B program, which he and his team built from the ground up.

Yu holds a Master of Business Administration from George Washington

University and a Doctorate in Pharmacy from the Ernest Mario School of Pharmacy at Rutgers University.

We believe that Dr.

Yu is qualified to serve as a director of our company because of his experience in analyzing and interpreting financial

Yu is qualified

to serve as a director of our company because of his experience in analyzing and interpreting financial information.

Seth Berl has been our director since June 1, 2025.

Berl is a technology executive with governmental and private experience

and expertise in high-performance computing, artificial intelligence and machine learning, data science, cybersecurity, embedded and

“internet of things” systems, tactical edge networks, satellite communications, and enterprise-scale storage and networking.

Since May 2025, Dr.

Berl has served as Global GTM, Government Technologies Chief Technologist at Intel Corporation, where he helps

shape technology and go-to-market strategy for worldwide government solutions.

From June 2024 to May 2025, Dr.

Berl served as Deputy

Chief Data Officer at the U.S.

Department of Energy (DOE) where he led the enterprise data program harnessing data and artificial intelligence

to drive operational results.

From 2020 to 2024, Dr.

Berl served as Chief Technology Officer at GovSmart, Inc., a private

firm where he led technical direction, built strategic partnerships, and helped drive product innovation for federal agencies and commercial

Prior to these roles, Dr.

Berl worked as a nuclear and atomic physics researcher at the University of Virginia and Old Dominion

University, coordinating with National Science Foundation, National Aeronautics and Space Administration (NASA), Department of Energy

(DOE), Defense Advanced Research Projects Agency (DARPA), Northrop Grumman, and the U.S.

Air Force for product development, including,

among others, a quantum physics package for acceleration and rotation sensing, quantum computing memory, and the design and fabrication

of microelectronics and semiconductors.

Berl also founded and ran Smartec, LLC, a technology-consulting firm that served Fortune 500

Berl received a Master and a Doctorate in Atomic Physics from the University of Virginia, and holds dual Bachelor of Science

degrees in Electrical Engineering and Physics, from Old Dominion University.

We believe that Dr.

Berl is qualified to serve as a director

of our company because of his industry and government experience.

Executive Advisory Board

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Advisory Board:

of Executive Advisory Board

Clark (Ret.)., KBE

of Executive Advisory Board for Military and Defense

Robert Gallucci

of the Executive Advisory Board for Nuclear Policy

Advisory Board Member

General Terry G.

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

Admiral Charles J.

of its Executive Advisory Board for Naval Nuclear Initiatives

Robert Gallucci

of the Executive Advisory Board for Nuclear Policy

of the Executive Advisory Board for Market Intelligence

Advisor for Military, Defense and Policy

Advisory Board Member

Lassina Zerbo

of the Executive Advisory Board for Africa

of the Executive Advisory Board for USA

of Executive Advisory Board for Corporate Governance

Amante-Harstine

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Energy Initiatives

of Advanced Fuel Transportation (our subsidiary)

of its Executive Advisory Board for Institutional Finance

Rick Perry has been

the Chairman of Executive Advisory Board since 2025.

Perry attended Texas A&M University and graduated with a bachelor’s

degree in animal science in 1972.

Between 1972 and 1977, Mr.

Perry served in the United States Air Force, flying C-130

tactical airlift aircraft in the U.S., Europe, and the Middle East;

by the time of his discharge, he had attained the rank of captain.

He served as the 14th Secretary of Energy from 2017 to 2019 in the first Trump administration.

As Secretary of Energy,

Perry worked to advance energy policies to promote American energy independence, notably backing nuclear power.

Prior to his service

as Secretary of Energy, Mr.

Perry served as the 47th governor of the State of Texas.

His political career began in 1985 as

a representative for a rural West Texas district in the state House of Representatives, and beginning in 1990, he served two

terms as Texas Commissioner of Agriculture.

Perry twice sought the Republican nomination for president, running in 2012 and again

Clark (Ret.), KBE has been the Chairman of Executive Advisory Board for Military and Defense since 2023.

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three decades, propelling him into the international spotlight.

1994 to 1996, he acted as director of strategic plans and policy for the Joint Chiefs of Staff at the Pentagon.

General Clark then took

the role of the lead military negotiator for the Bosnian Peace Accords in 1995 before serving as the Supreme Allied Commander Europe,

the second-highest military position within NATO, from July 1997 to May 2000.

From 1994 to 1996, he acted as director of strategic plans and policy

for the Joint Chiefs of Staff at the Pentagon.

General Clark then took the role of the lead military negotiator for the Bosnian Peace

Accords in 1995 before serving as the Supreme Allied Commander Europe, the second-highest military position within NATO, from July 1997

In 2000, Gen.

Clark received the Presidential Medal of

Freedom from President Bill Clinton for his service to the nation, and in 2003 ran for President of the United States.

Clark received the Presidential Medal of Freedom from President Bill Clinton for his service to the nation,

and in 2003 ran for President of the United States.

In 2004, Gen.

Clark founded and continues to serve as Chairman and Chief Executive Officer of Wesley K.

Clark & Associates, a strategic advisory

and consulting firm, and in 2009, he co-founded and became chairman of Enverra, Inc., an investment banking firm.

Between 2018 and 2019,

Clark founded and continues to serve as Chairman and Chief Executive

Officer of Wesley K.

Clark & Associates, a strategic advisory and consulting firm, and in 2009, he co-founded and became chairman

of Enverra, Inc., an investment banking firm.

Between 2018 and 2019, Gen.

Clark served as a Centennial Fellow at Georgetown University.

In 2019, Gen.

Clark founded Renew America Together, a non-profit intended

to promote and achieve greater common ground in America by reducing partisan division and gridlock.

Clark currently also serves

Chairman and Founder of Enverra, Inc., a licensed investment bank;

Clark founded Renew America Together, a non-profit intended to promote and achieve greater common ground in America by

reducing partisan division and gridlock.

Clark currently also serves Chairman and Founder of Enverra, Inc., a licensed investment

Chairman of Energy Security Partners, LLC, an energy security company;

as well as a board member for, among other companies, BNK Petroleum, Leagold Mining, and International Crisis Group.

He also serves as

the Co-Chair of Growth Energy, Chairman of Clean Terra, Inc., and Chairman of City Year Little Rock, an education advocacy group in that

Robert Gallucci has been the chairman of our Executive Advisory Board for Nuclear Policy since 2023.

Gallucci previously

served as U.S.

Ambassador-at-Large and Special Envoy for the U.S.

Department of State, focusing on the non-proliferation of ballistic

missiles and weapons of mass destruction.

He was the chief U.S.

negotiator during the North Korean nuclear crisis of 1994, and served

as Assistant Secretary of State for Political Military Affairs and as Deputy Executive Chairman of the United Nations Special Commission

following the first Gulf War.

Upon leaving public service, Dr.

Gallucci served as Dean of the School of Foreign Service at Georgetown

University for 13 years, and since January 2018, he has been serving as Distinguished Professor in the Practice of Diplomacy at Georgetown

Gallucci was named president of the John D.

and Catherine T.

MacArthur Foundation in 2009.

Gallucci holds a Bachelor

of Arts from Stony Brook University, and a Master of Arts and a Doctor of Philosophy from Brandeis University.

Cuomo has been our Executive Advisory Board Member since March 2024.

Cuomo served as the 56th Governor of New

York from 2011 to 2021.

Before his tenure as governor, he was the Secretary of Housing and Urban Development under President Bill Clinton

from 1997 to 2001 and served as New York’s Attorney General from 2007 to 2010.

Cuomo oversaw numerous significant initiatives,

including the Clean Energy Standard, during his time in office as well as major infrastructure developments like the Mario M.

construction and the LaGuardia Airport redevelopment.

He supported social initiatives such as the Marriage Equality Act and managed responses

to Hurricane Sandy and the COVID-19 pandemic during his time as governor.

Cuomo received a Bachelor of Arts degree from Fordham

University and a Juris Doctor degree from Albany Law School.

as well as a board member for, among other companies, BNK

Petroleum, Leagold Mining, and International Crisis Group.

He also serves as the Co-Chair of Growth Energy, Chairman of Clean Terra,

Inc., and Chairman of City Year Little Rock, an education advocacy group in that city.

General Terry G.

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Washington University and a Master’s Degree from the National Defense University.

Admiral Charles J.

(Ret.) has been chairman of our Executive Advisory Board for Naval Nuclear Initiatives since July

Vice Admiral Leidig served as Deputy to the Commander for Military Operations, U.S.

Africa Command from August 2010 to June 2013,

capping a 39-year Navy career.

Prior to this assignment, he was the 80th Commandant of Midshipmen at the U.S.

Naval Academy, and earlier

commanded USS Cavalla (SSN 684), where his crew earned two Meritorious Unit Commendations and the coveted Battle “E.” Additional

leadership posts included Commander, Submarine Development Squadron Five;

Commander, Naval Forces and Region Marianas;

Commander, Submarine

and Deputy Commander, U.S.

Across these tours he directed submarine rescue programs, Arctic-warfare initiatives,

and allied undersea operations, building a reputation for positive, mission-focused leadership.

Vice Admiral Leidig’s career also

included stints as a material officer for Submarine Squadron 11, senior member of the Nuclear Propulsion Examining Board, assistant deputy

director for Regional Operations on the Joint Staff, and executive assistant to the Director of the Joint Staff.

He is a 1978 graduate,

with distinction, of the U.S.

Naval Academy and holds a master’s in National Security and Strategic Studies from the Naval War

Professional education later included the National Security Management Program at Syracuse University and the Navy Executive

Business Course at UNC Chapel Hill.

Robert Gallucci has been the chairman of our Executive Advisory Board for Nuclear Policy since 2023.

Gallucci previously

served as U.S.

Ambassador-at-Large and Special Envoy for the U.S.

Department of State, focusing on the non-proliferation of ballistic

missiles and weapons of mass destruction.

He was the chief U.S.

negotiator during the North Korean nuclear crisis of 1994, and served

as Assistant Secretary of State for Political Military Affairs and as Deputy Executive Chairman of the United Nations Special Commission

following the first Gulf War.

Upon leaving public service, Dr.

Gallucci served as Dean of the School of Foreign Service at Georgetown

University for 13 years, and since January 2018, he has been serving as Distinguished Professor in the Practice of Diplomacy at Georgetown

Gallucci was named president of the John D.

and Catherine T.

MacArthur Foundation in 2009.

Gallucci holds a Bachelor

of Arts from Stony Brook University, and a Master of Arts and a Doctor of Philosophy from Brandeis University.

has been chairman of our Executive Advisory Board for Market Intelligence since August 2024.

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John’s University and a Juris Doctor degree from Fordham University.

Nichols has been our Executive Advisor for Military, Defense and Policy since 2023.

Currently, Mr.

Nichols is President of Seven

Summits LLC, a strategic advisor firm in Washington D.C.

Nichols has an extensive background in European affairs, energy, infrastructure,

commodities, emerging markets, and national security.

From 2004 to 2011, Mr.

Nichols worked at Wesley K.

Clark and Associates, focusing

on a variety of projects in the energy, defense, and security sectors.

Previously during the Clinton Administration, Mr.

a senior advisor at the State Department in the Office of the Assistant Secretary for Europe.

He worked on the NATO 50 th Anniversary

Summit, The Sarajevo Summit and the Stability Pact for Southeast Europe, a multi-billion dollar program with the EU to rebuild the region

after the wars in Bosnia and Kosovo.

Nichols earned a Bachelor of Arts in European History from Bard College and graduated from Columbia

University with a master’s degree in international affairs (SIPA).

Cuomo has been our Executive Advisory Board Member since March 2024.

Cuomo served as the 56th Governor of New

York from 2011 to 2021.

Before his tenure as governor, he was the Secretary of Housing and Urban Development under President Bill Clinton

from 1997 to 2001 and served as New York’s Attorney General from 2007 to 2010.

Cuomo oversaw numerous significant initiatives,

including the Clean Energy Standard, during his time in office as well as major infrastructure developments like the Mario M.

construction and the LaGuardia Airport redevelopment.

He supported social initiatives such as the Marriage Equality Act and managed responses

to Hurricane Sandy and the COVID-19 pandemic during his time as governor.

Cuomo received a Bachelor of Arts degree from Fordham

University and a Juris Doctor degree from Albany Law School.

Lassina Zerbo has been the chairman of our Executive Advisory Board for Africa since 2022.

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de Caen in Normandie, France in 1988.

Huckeba has been the chairman of our Executive Advisory Board for the USA since 2022.

Huckeba has been a managing partner

of FreightSource LLC, a third-party logistics company engaged in transportation management services, since January 2018.

is also currently a partner of Monolith Commercial Group, LLC, a nationwide general contracting firm that specializes in hospitality

and hotel renovation.

Huckeba spent 34 years at UPS, where he held various leadership positions in operations, industrial engineering,

and corporate transportation planning.

Since retiring from UPS in 2010, Mr.

Huckeba has started four transportation focused companies,

a restaurant and hospitality company with four restaurant concepts, and a hotel and commercial general contracting company.

received a Bachelor of Arts in Business from DePaul University.

Jin has been the Chair of Executive Advisory Board for Corporate Governance since 2023.

Jin has 19 years of experience delivering

high-quality and business-focused legal solutions to private fund sponsors and asset managers of all sizes and strategies.

Her work encompasses

a variety of matters, including fund formation, regulatory compliance, exit strategies, private and public securities offerings, forming

a SPAC, and guiding portfolio companies for their initial public offerings.

In addition, Ms.

Jin has extensive experience advising businesses

through all stages of growth from start-up and capital raising right through to initial public offering and their ongoing securities

law compliance and periodic reporting.

Jin is recognized as Top 10% Attorneys by Lawyers of Distinction and was selected as a Top

Rated Lawyer and a Legal Leader by ALM on New York Magazine and New York Law Journal in 2020, 2021, and 2022, respectively.

selected as a 2019 Woman Leaders in the Law by ALM on New York Law Journal and New York Magazine and in 2013, she was selected as Rising

Star by Super Lawyer magazine, a rating company of outstanding lawyers by Thomson Reuters.

Jin received a Bachelor of Laws from Peking

University, a Master of Laws and a Doctor of Juridical Science from University of Tokyo, and a Master of Laws from Georgetown University.

Amante-Harstine has been the Senior Strategic Advisor to the Executive Advisory Board for U.S.

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with DOE, the American Nuclear Society and Discovery Education, to engage the ORNL and University Students for two-day immersive programs.

Cuce has been President of Advanced Fuel Transportation Inc.

His expertise has been honed by over 25 years of driving

transformative supply chain solutions and profitability through strategic planning and process optimization across the global logistics

and package delivery industry.

Cuce has held numerous positions with UPS, the multinational shipping and receiving and supply chain

management company, including Vice-President of Package Operations and Southern California District Manager, before serving as UPS President

of Global Transportation.

He currently serves on the Advisory Board of several private companies and is the Founder and President of

Summit View Solutions.

Cuce received a Bachelor of Science in Business Administration and Management from Manhattan College.

DeRemer has been our Chairwoman of Executive Advisory Board for Institutional Finance since November 2024.

With over 25 years

of experience as a leading adviser in the financial services industry, Ms.

DeRemer has specialized in strategic marketing, product design,

and the implementation of innovative service strategies.

DeRemer is the Chair of the ARK Invest ETF Trust Board and co-founder of

Grail Partners LLC, where she leads the firm’s Boston office.

As a senior banker, she focuses on the global asset management industry,

advising clients on a wide range of strategic transactions.

Before transitioning into investment banking, Darlene led or participated

in numerous advisory transactions.

Her current clients include institutional and mutual fund managers in the U.S., as well as alternative

investment firms seeking to access public markets both domestically and internationally.

Previously, Ms.

DeRemer ran NewRiver’s

eBusiness Advisory unit for four years and operated her own strategy firm, DeRemer + Associates, for 18 years.

Founded in 1987, DeRemer

+ Associates was the first consultancy focused on the U.S.

mutual fund industry.

Darlene holds a BS in finance and marketing (summa cum

laude, 1977) and an MBA with distinction (1979) from Syracuse University.

of the Executive Advisory Board

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Agreements with the Members of the Executive Advisory Board

have entered into a consulting agreement with each member of our Executive Advisory Board under similar terms and conditions, except

Cuomo and Mark Nichols.

Our arrangement with Gov.

Cuomo has been formalized through a consulting agreement

with Innovation Strategies LLC, who serves as the manager, and is subject to analogous terms and conditions, and our arrangement with

Mark Nichols has also been formalized through a consulting agreement with Seven Summits, LLC, who serves as the president, and is subject

to analogous terms and conditions.

Our Executive Advisory Board members are not employees of our company;

instead, they serve as independent

contractors and can resign or be terminated by us at any time.

They may pursue any other activities and engagements during their terms

of agreements with us.

member of our Executive Advisory Board has entered into a consulting agreement with us under similar terms and conditions, either in

their individual capacity or through a limited liability company that they control.

Our Executive Advisory Board members are not employees

of our company;

instead, they serve as independent contractors and can resign or be terminated by us at any time.

They may pursue any

other activities and engagements during their terms of agreements with us.

to these consulting agreements, each member of our Executive Advisory Board is entitled to certain cash payments and options to purchase

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Agreements with the Members of the Executive Advisory Board

have entered into stock option agreements with the members of our Executive Advisory Board pursuant to the 2023 Stock Option Plan #2

(as defined below), except for Tom Cuce and Gov.

Cuomo who were granted options that are not governed by either our 2023 Stock

Option Plan #1 or our Stock Option Plan #2.

Under the stock option agreements, each member was granted

an option to acquire certain common stock at certain exercise price.

We have entered into stock option agreements with the members of our Executive

Advisory Board pursuant to the 2023 Stock Option Plan #2 (as defined below), except for Gov.

Cuomo who was granted options that

were not governed by either our 2023 Stock Option Plan #1 or our Stock Option Plan #2.

Under the stock option agreements, each member

was granted an option to acquire certain common stock at certain exercise price.

options shall fully vest on the effective date of their option agreements and exercisable at any time until their respective expiration

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as of the date of this Report.

exercise price ($)

Expiration date

June 11, 2025

June 11, 2030

August 30, 2023

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March 13, 2027

Michelle Amante-Harstine

August 30, 2023

August 30, 2026

August 30, 2023

August 30, 2026

Relationships

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business and affairs are organized under the direction of our board of directors.

Our board of directors consists of five directors,

including two executive directors and three independent directors.

Our board of directors consists of six directors, including

two executive directors and four independent directors.

bylaws provide that the number of directors will be fixed by the board of directors within a range of between one and fifteen directors.

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Tsun Yee Law, Dr.

Kenny Yu and Ms.

Diane Hare are independent directors under applicable SEC and Nasdaq

Kenny Yu, Ms.

Diane Hare and Dr.

Seth Berl are independent directors under applicable

SEC and Nasdaq rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

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and Corporate Governance Committee

Kenny Yu, Tsun Yee Law and Ms.

Diane Hare serve as members of our Nominating and Corporate Governance Committee with Ms.

Diane Hare serving

as the chairwoman of the Nominating and Corporate Governance Committee.

All of our Nominating and Corporate Governance Committee members satisfy the “independence”

requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act.

The functions of

this committee include, among other things:

Kenny Yu, Tsun Yee Law, Ms.

Diane Hare and Dr.

Seth Berl serve as members of our Nominating and Corporate Governance Committee

Diane Hare serving as the chairwoman of the Nominating and Corporate Governance Committee.

All of our Nominating and Corporate

Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence

standards under Rule 10A-3 under the Exchange Act.

The functions of this committee include, among other things:

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

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of Board in Risk Oversight Process

Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, beneficially owns approximately

28.70% of the voting power of our common stock as of the date of this Report.

Periodically, our board of directors

assesses these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are

Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board, beneficially

owns approximately 21.37% of the voting power of our common stock as of December 16, 2025.

Periodically, our board of directors assesses

these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are best served.

Our board of directors has determined that its current leadership structure is appropriate.

Jay Jiang Yu, our

President, Secretary, Treasurer, and Chairman of the Board of Directors, and James Walker, our CEO and director, have extensive

knowledge of all aspects of our company, our business and risks.

Jay Jiang Yu, our President, Secretary, Treasurer,

and Chairman of the Board, and James Walker, our CEO and director, have extensive knowledge of all aspects of our company, our business

management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management’s

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similar functions, and our directors, on our website identified above or in filings with the SEC.

and Restated Insider Trading Policy

December 2024, our board of directors adopted an Amended and Restated Insider Trading Policy, which updated the policy adopted in April

The policy was adopted in order that we can take an active role in the prevention of insider trading violations by our officers,

directors, employees, consultants, attorneys, advisors and other related individuals.

The Amended and Restated Insider Trading Policy

is filed as an exhibit to this Report.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership

and reports of changes in ownership of our common stock with the Commission.

Directors, executive officers and ten percent stockholders

are also required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that during the year ended September 30, 2024, all reports

applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with

Section 16(a) of the Exchange Act.

Section 16(a) of the Exchange Act requires our directors, executive officers and

ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our common stock with the Commission.

Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe

that during the year ended September 30, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial

owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except for Ms.

Diane Hare whose Form 4 filing

dated June 6, 2025 was delayed due to her travel and lack of internet access.

Executive Compensation

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September 30, 2025 and 2024.

Principal Position

Name and Principal Position

Incentive Plan

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Chief Financial Officer

Florent Heidet (5)

Chief Technology Officer

reflect the aggregate grant date fair value of restricted stock unit (“RSU”)

awards granted to our named executive officers during the applicable year calculated in accordance

with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named

executive officer.

See Note 4 in our audited consolidated financial statements for the fiscal

year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating

these amounts.

The number of RSUs subject to each award was determined by dividing the dollar-denominated

value by our closing price on the grant date.

reflect the aggregate grant date fair value of stock options granted to our named executive

officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather

than the amounts paid to or realized by the applicable named executive officer.

4 in our audited consolidated financial statements for the fiscal year ended September 30,

2025 for a discussion of the relevant assumptions used in calculating this amount.

listed include discretionary bonuses paid to our named executive officers for their performance.

non-employee executive officers, amounts reflect compensation paid as consulting fees and

for employee executive officers, amounts reflect matching contributions made by us under

our 401(k) plan.

Heidet commenced employment as our Chief Technology Officer in March 2025.

to Summary Compensation Table

Agreement with Jay Yu

October 17, 2024, we entered into an employment agreement with Jiang Jay Yu, pursuant to which Mr.

Yu will continue to serve as our President,

reporting to our board of directors.

The Compensation Committee of our board (with the members of such committee also comprising a majority

of the entire board) independently reviewed and approved the employment agreement.

Employment Agreement with Mr.

On October 17, 2024, we entered into an employment agreement with Mr.

Yu, pursuant to which Mr.

Yu will continue to serve as our President, reporting to our board of directors.

The Compensation Committee

of our board (with the members of such committee also comprising a majority of the entire board) independently reviewed and approved the

employment agreement.

employment agreement has an effective date of October 1, 2024, and has a three-year term, after which the employment agreement will automatically

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employment agreement entitles Mr.

Yu to a base salary of $420,000, eligibility for an annual bonus, eligibility for equity-based compensation

awards and fringe benefits, perquisites, and employee benefits consistent with our practices.

The employment agreement also entitles

Yu to a base salary of $420,000 , eligibility for an annual bonus, eligibility for equity-based

compensation awards and fringe benefits, perquisites, and employee benefits consistent with our practices.

The employment agreement also

Yu to be indemnified and advanced legal fees to the maximum extent permitted under our bylaws and other governing documents.

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customer and employee non-solicitation and non-competition restrictions.

Agreement with Dr.

March 6, 2025, we entered into an Employment Agreement (the “Heidet Employment Agreement”) with Dr.

Heidet, effective on

March 6, 2025.

Pursuant to the Heidet Employment Agreement, Dr.

Heidet serves as our Chief Technology Officer and Chief Technology Officer

and Head of Reactor Development, with the initial term of three (3) years, ending on March 6, 2028.

Thereafter, the Heidet Employment

Agreement will be automatically renewed for successive one (1)-year periods unless either we or Dr.

Heidet provides written notice of

non-renewal at least 90 days prior to the applicable renewal date.

Heidet is entitled to an annual base salary of $300,000 , plus eligibility for an annual bonus and equity-based compensation awards,

and entitlement to participate in employee benefits plans and other customary benefits provided by us.

Heidet is also entitled to

a one-time sign-up bonus of $25,000, payable within 30 days of March 6, 2025.

The Heidet Employment Agreement contains customary restrictive

covenants relating to non-solicitation and non-competition for a period of one year after the date of termination of employment, confidentiality

covenants restricting disclosures of the intellectual property rights and other confidential information.

Additionally, the Heidet Employment

Agreement may be terminated through applicable notice procedure by either the Company or Dr.

Heidet at any time for any reason.

Agreements with Our Executive Officers

have entered into a consulting agreement with each of our executive officers under similar terms except for Jay Jiang Yu, our President,

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

We previously entered into a consulting agreement

with I Financial Ventures Group LLC where Jay Jiang Yu is the sole member and manager and provided relevant services to us, which was

terminated on October 17, 2024.

In general, except for Jay Jiang Yu, our other executive officers are not employees of our company, instead,

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

Heidet, our Chief Technology Officer and Head of Reactor Development, with each

of whom we have an employment agreement as mentioned above.

We previously entered into a consulting agreement with I Financial Ventures

Group LLC where Jay Jiang Yu is the sole member and manager and provided relevant services to us, which was terminated on October 17,

In general, except for Jay Jiang Yu and Dr.

Florent Heidet, our other executive officers are not employees of our company, instead,

they serve as independent contractors and can be terminated by either party at any time.

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

to Compensatory Arrangements of Certain Officers

On June 3, 2025, the Compensation Committee of our Board approved certain amendments

to the compensation arrangements for our executive officers, effective as of June 3, 2025.

The compensation amendments for our executive

officers were made to better align its compensation program with current market practices, based on an executive compensation benchmarking

report provided by an independent consulting firm commissioned by us.

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

Name of Executive Officer

New Annual Base Salary/

Jaisun Garcha

Florent Heidet

Stock Option Agreements

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

March 13, 2025

March 13, 2035

February 10, 2023

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Chief Executive Officer and Director

March 13, 2025

March 13, 2035

Jaisun Garcha

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Chief Financial Officer

March 13, 2025

March 13, 2035

Florent Heidet

March 6, 2025

March 6, 2026

March 6, 2035

Chief Technology Officer

Stock Option Plans

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collectively, the 2023 Stock Option Plans).

There are currently no shares

available for issuance under the 2023 Stock Option Plan #1.

There are currently 860,349 shares available for issuance under the 2023

Stock Option Plan #2, and the maximum number of shares available increases quarterly tied to the number of issued and outstanding common

shares, beginning on June 30, 2023.

The plans are otherwise substantially similar in their substance.

principal purposes of the 2023 Plans are to:

The plans were otherwise

substantially similar in their substance.

principal purposes of the 2023 Plans were to:

(a) improve individual performance by providing long-term incentives and rewards to certain

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and (c) align the interests of such persons with those of our stockholders.

awards have been granted under the 2023 Stock Option Plans or any other prior plan on or after the effective date of the 2025 Plan (defined

The 2023 Stock Option Plans have been replaced by the 2025 Plan on February 28, 2025.

following description of the principal terms of the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2 is a summary and is qualified

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Administration

2023 Stock Option Plans may be administered by our board or a committee appointed by, and consisting of two or more members of, the Board

(or the Plan Administrator).

At any time when no committee has been appointed to administer each of the 2023 Stock Option Plans, the

Board will be the Plan Administrator.

The Plan Administrator, in its exclusive discretion, selects the individuals to whom awards may

be granted, the types of awards granted, the time or times at which such awards are granted, and the terms and conditions of such awards.

The Plan Administrator also has exclusive authority to interpret each of the 2023 Stock Option Plans and the terms of any instrument

evidencing any awards and may adopt and change rules and regulations of general application for their administration.

The Plan Administrator

may delegate administrative duties to such of our company’s officers as it so determines.

Unless sooner terminated, each of the

2023 Stock Option Plans shall terminate ten years after the earlier of the plan’s adoption by the Board and approval by our company’s

stockholders.

The 2023 Stock Option Plans may be administered by our board or a committee appointed

by, and consisting of two or more members of, the board of directors (or the Plan Administrator).

At any time when no committee has been

appointed to administer each of the 2023 Stock Option Plans, the board will be the Plan Administrator.

The Plan Administrator, in its

exclusive discretion, selects the individuals to whom awards may be granted, the types of awards granted, the time or times at which such

awards are granted, and the terms and conditions of such awards.

The Plan Administrator also has exclusive authority to interpret each

of the 2023 Stock Option Plans and the terms of any instrument evidencing any awards and may adopt and change rules and regulations of

general application for their administration.

The Plan Administrator may delegate administrative duties to such of our company’s

officers as it so determines.

Unless sooner terminated, each of the 2023 Stock Option Plans shall terminate ten years after the earlier

of the plan’s adoption by the board and approval by our company’s stockholders.

2023 Stock Option Plan #1 provides for the grant of options to purchase up to 3,247,030 shares of the common stock of the Corporation.

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and Termination

board may amend, suspend or terminate each of the 2023 Stock Option Plans at any time.

Any such termination will not affect outstanding

No amendment, alteration, suspension, or termination of the 2023 Stock Option Plans will materially impair the rights of any

participant, unless mutually agreed otherwise between the participant and our company.

Approval of the stockholders shall be required

for any amendment, where required by applicable law, as well as (i) to increase the number of shares of common stock available for issuance

under each of the 2023 Stock Option Plans and (ii) to change the persons or class of persons eligible to receive awards under each of

the 2023 Stock Option Plans.

Unless sooner terminated, the February 2023 Stock Option Plan shall terminate ten years after the earlier

of the plan’s adoption by the Board and approval by our company’s stockholders.

Our board may amend, suspend or terminate each of the 2023 Stock Option Plans at

Any such termination will not affect outstanding awards.

No amendment, alteration, suspension, or termination of the 2023 Stock

Option Plans will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and our company.

Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number

of shares of common stock available for issuance under each of the 2023 Stock Option Plans and (ii) to change the persons or class of

persons eligible to receive awards under each of the 2023 Stock Option Plans.

Unless sooner terminated, the February 2023 Stock Option

Plan shall terminate ten years after the earlier of the plan’s adoption by the board and approval by our company’s stockholders.

Equity Incentive Plan

On February 28, 2025, the board approved the Nano Nuclear Energy Inc.

Incentive Plan (the “2025 Plan”), effective as of February 28, 2025.

The 2025 Plan was approved by the shareholders on April

23, 2025, which replaced the 2023 Stock Option Plans.

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

amendments thereto.

purpose of the 2025 Plan is to enhance our ability to attract, retain and motivate persons who make important contributions to us by

providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities.

Equity awards and equity-linked

compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those

of our stockholders.

The Administrator (as defined below) may grant awards to any director, employee

or consultant of the Company or its subsidiaries.

Only employees are eligible to receive incentive stock options.

As of the date of this

Report, approximately 67 individuals will be eligible to participate in the 2025 Plan, which includes approximately 4 non-employee directors,

37 full-time employees, and 26 consultants.

Administration

The 2025 Plan will be administered by the board or one or more committees or subcommittees

of the board, which will be comprised, unless otherwise determined by the board, solely of not less than two members who will be non-employee

directors (a “Committee”), or any officer that has been delegated administrative authority pursuant to the 2025 Plan for the

duration such delegation is in effect (collectively, the “Administrator”).

The Administrator, which initially will be the

Compensation Committee of our board of directors, will have full power to (i) designate participants;

(ii) determine the type or types

of awards to be granted to a participant;

(iii) determine the number of shares to be covered by, or with respect to which payments, rights,

or other matters are to be calculated in connection with, awards;

(iv) determine the terms and conditions of any award;

(v) determine

whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards

or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled,

forfeited, or suspended;

(vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities,

other awards or other property and other amounts payable with respect to an award shall be made;

(vii) interpret, administer, reconcile

any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2025 Plan and any instrument

or agreement relating to, or award granted under, the 2025 Plan;

(viii) establish, amend, suspend, or waive any rules and regulations

and appoint such agents as the administrator shall deem appropriate for the proper administration of the 2025 Plan;

(ix) accelerate the

vesting or exercisability of, payment for or lapse of restrictions on, awards;

(x) to reprice existing awards or to grant awards in connection

with or in consideration of the cancellation of an outstanding award with a higher price;

and (xi) make any other determination and take

any other action that the administrator deems necessary or desirable for the administration of the 2025 Plan.

The maximum aggregate number of shares of Common Stock that may be issued under

the 2025 Plan is the sum of (A) 4,750,000, plus (B) any shares that are available under the 2023 Stock Option Plans as of the effective

date of the 2025 Plan, plus (C) an increase commencing on January 1, 2026, and continuing annually on each anniversary thereof through

and including January 1, 2035, equal to the lesser of (i) 5% of the shares of Common Stock outstanding on the last day of the immediately

preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the board or the Committee.

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

issuable under the 2025 Plan may be authorized, but unissued, or reacquired.

Shares underlying any awards under the 2025 Plan that are

settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise

price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back

to the Shares available for issuance under the 2025 Plan, although shares shall not again become available for issuance as incentive

stock options.

Additionally, shares of Common Stock issued as “substitute awards” (as defined in the 2025 Plan) will not

count against the 2025 Plan’s share limit, except substitute awards that are incentive stock options will count against the incentive

stock option limit.

share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company

(see Equitable Adjustments below).

Limitation on Awards to Non-Employee Directors

The 2025 Plan contains a limitation whereby the value of all awards under the 2025

Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 for the first calendar year

a non-employee director is initially appointed to the board, and $500,000 in any other calendar year.

2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards,

dividend equivalent awards, and other stock- or cash-based awards (collectively, “awards”).

The 2025 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the

Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify.

Options granted under the 2025

Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options.

Incentive stock options may only be granted to employees of the Company and its subsidiaries.

Nonqualified options may be granted to

any persons eligible to receive awards under the 2025 Plan.

exercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair

market value of one share of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater

stockholder, 110% of such share’s fair market value.

The term of each option will be set by the Administrator and may not exceed

ten (10) years from the date of grant (or five (5) years for an incentive stock option granted to a 10% or greater stockholder).

Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such

exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the Administrator, by surrender

of other shares of Common Stock that meet the conditions established by the Administrator to avoid adverse accounting consequences to

the Company, by broker-assisted cashless exercise, by delivery of a notice of “net exercise” to the Company, such other consideration

and method of payment to the extent permitted by applicable law, or any combination of the foregoing methods of payment.

Appreciation Rights .

The Administrator may award stock appreciation rights subject to such conditions and restrictions as it may

Stock appreciation rights entitle the recipient to shares of Common Stock or cash, equal to the value of the appreciation

in the Company’s stock price over the exercise price, as set by the Administrator and which will be at least equal to the fair

market value of a share of Common Stock on the grant date.

The term of each stock appreciation right will be set by the Administrator

and may not exceed ten years from the date of grant.

The Administrator will determine at what time or times each stock appreciation right

may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

A restricted stock award is an award of shares of Common Stock that vest in accordance with the terms and conditions established

by the Administrator.

The Administrator will determine the persons to whom grants of restricted stock awards are made, the number of

restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted

stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted

stock awards.

Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges

of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to

receive cash dividends, if applicable.

Stock Units .

Restricted stock units are the right to receive shares of Common Stock at a future date in accordance with the terms

of such grant upon the attainment of certain conditions specified by the Administrator.

Restrictions or conditions could include, but

are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time

or other restrictions or conditions.

The Administrator determines the persons to whom grants of restricted stock units are made, the

number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture,

the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards.

value of the restricted stock units may be paid in Common Stock, cash, other securities, other property, or a combination of the foregoing,

as determined by the Administrator.

holders of restricted stock units will have no voting rights.

Prior to settlement or forfeiture, restricted stock units awarded under

the 2025 Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents.

The Administrator has the authority to grant stock options, stock appreciation rights, restricted stock, or restricted stock

units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance

For each performance period, the Administrator will have the sole authority to select the length of such performance period,

the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the

level(s) of performance which shall result in a performance award being earned.

At any time, the Administrator may adjust or modify the

calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance

period and that in the Administrator’s sole discretion, warrants adjustment or modification.

Depending on the type of performance

award granted, the previously discussed terms and conditions will also apply to a performance award.

criteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more

subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation,

any of the following:

(i) net earnings or net income (before or after taxes);

(ii) basic or diluted earnings per share (before or after

(iii) revenue or revenue growth (measured on a net or gross basis);

(iv) gross profit or gross profit growth;

(v) operating profit

(before or after taxes);

(vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or

(vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash

flow return on capital);

(viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s

equity or debt securities);

(ix) earnings before or after taxes, interest, depreciation and/or amortization;

(x) gross or operating margins;

(xi) productivity ratios;

(xii) share price (including, but not limited to, growth measures and total shareholder return);

(xiii) expense

(xiv) margins;

(xv) productivity and operating efficiencies;

(xvi) customer satisfaction;

(xvii) customer growth;

(xviii) working

capital targets;

(xix) measures of economic value added;

(xx) inventory control;

(xxi) enterprise value;

(xxii) sales;

(xxiii) debt levels

and net debt;

(xxiv) combined ratio;

(xxv) timely launch of new facilities;

(xxvi) client retention;

(xxvii) employee retention;

timely completion of new product rollouts;

(xxix) cost targets;

(xxx) reductions and savings;

(xxxi) productivity and efficiencies;

strategic partnerships or transactions;

and (xxxiii) personal targets, goals or completion of projects.

Any one or more of the performance

criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a

whole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance

criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that

the Administrator deems appropriate, or as compared to various stock market indices.

Equivalents .

An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one

share of Common Stock while the holder’s tandem award is outstanding.

Dividend equivalents may be paid currently or credited to

an account for the participant, settled in cash or Common Stock, and subject to the same restriction on transferability and forfeitability

as the award with respect to which the dividend equivalents are granted.

Stock- or Cash-Based Awards .

Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards

granted under the 2025 Plan and/or cash awards made outside of the 2025 Plan.

The Administrator shall have authority to determine the

service providers to whom and the time or times at which other stock-based awards shall be made, the amount of such other stock-based

awards, and all other conditions of the other stock-based awards, including any dividend and/or voting rights.

The Administrator may

grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator

may determine.

Notwithstanding

anything to the contrary in the 2025 Plan, unless a repricing is approved by shareholders, in no case may the Administrator (i) amend

an outstanding option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding

option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange,

or surrender an outstanding option or stock appreciation right in exchange for an option or stock appreciation right with an exercise

price that is less than the exercise price of the original award.

in the 2025 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required

by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards.

Without limitation, the Administrator

may, in its sole discretion, permit a participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery

of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the participant having a fair market

value equal to such withholding liability, (B) having the Company withhold from the number of shares of Common Stock otherwise issuable

or deliverable pursuant to the exercise or settlement of the award a number of shares of Common Stock with a fair market value equal

to such withholding liability, (C) deducting an amount sufficient to satisfy such withholding obligation from any payment of any kind

otherwise due to a participant, (D) accepting a payment from the participant in cash, by wire transfer of immediately available funds,

or by check made payable to the order of the Company, or (E) if there is a public market for the shares of Common Stock at the time the

withholding obligation for a tax obligation is to be satisfied, selling shares issued pursuant to the award creating the withholding

The amount withheld pursuant to any of the foregoing payment forms will be determined by the Company and may be up to (but

not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the participant’s

jurisdiction for all tax obligations that are applicable to such taxable income.

the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,

repurchase or other change in corporate structure affecting the Common Stock, the Administrator will adjust (i) the number and class

of shares which may be delivered under the 2025 Plan (or number and kind of other securities or other property);

(ii) the number, class

and price (including the exercise or strike price of options and stock appreciation rights) of shares of Common Stock subject to outstanding

awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards,

and (iv) the 2025 Plan’s numerical limits.

the event of a change in control (as defined in the 2025 Plan), each outstanding award shall be assumed or an equivalent award substituted

by the acquiring or successor corporation or a parent of the acquiring or successor corporation.

Unless determined otherwise by the Administrator,

if a successor refuses to assume or substitute for the award, (A) the participant will fully vest in and have the right to exercise the

award, (B) all applicable restrictions will lapse, and (C) all performance objectives and other vesting criteria will be deemed achieved

at targeted levels.

Transferability

determined otherwise by the Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in

any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant,

only by the participant.

The 2025 Plan became effective on February 28, 2025, the date it was adopted by

our board, and, unless terminated earlier, the 2025 Plan will continue in effect for a term of ten (10) years.

and Termination

Our board may amend, alter, suspend or terminate the 2025 Plan at any time.

amendment or termination of the 2025 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between

the participant and the Company.

Approval of the stockholders shall be required for any amendment, where required by applicable law, as

well as (i) to increase the number of shares of Common Stock available for issuance under the 2025 Plan and (ii) to change the persons

or class of persons eligible to receive awards under the 2025 Plan.

awards granted under the 2025 Plan, all amounts paid under the 2025 Plan, and all shares of Common Stock issued under the 2025 Plan shall

be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

2025 Plan RSU Agreements to Executive Officers

We enter into RSU award agreements (or

the 2025 RSU Award Agreements) pursuant to the 2025 Plan with our executive officers under similar terms from time to time.

2025 RSU Award Agreements, each applicable executive officer is granted certain number of restricted

stock units under the 2025 Plan at certain fair value at each grant date.

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

Restricted Stock Unit (“RSU”) Grant

Name of Executive Officer

Value of Award (US$)

Number of RSUs

Fair Value per RSU on the Grant Date

Vesting Schedule

One third (1/3) on each of

the first, second and

Jaisun Garcha

third anniversary

Florent Heidet

of Grant Date

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

as of November 13, 2025.

Restricted Stock Unit (“RSU”) Grant

of Executive Officer

of Award (US$)

Value per RSU on the Grant Date

third (1/3) on each of

the first, second and

Florent Heidet

of Grant Date

The foregoing RSUs were awarded under

and subject to the terms of the 2025 Plan.

To memorialize the RSU grants, the Company entered into RSU Agreements with each of our executive

The RSU Agreements contain substantially similar terms and conditions, pursuant to which each executive officer was granted

certain fixed amount of RSUs with certain applicable vesting schedules, subject to each officer’s continued service with us through

each applicable vesting date.

Any applicable fraction of an RSU that would otherwise be vested will be accumulated and will vest only

when a whole RSU has accumulated.

The shares of common stock underlying

each officer’s RSUs have been registered under the Securities Act, but are subject to restriction given each officer’s status

as an affiliate of the Company.

Director Agreements with Our Independent Directors

12 unchanged sentences

and early termination.

Amendment to Compensatory Arrangements of Certain Officers

On June 3, 2025, the compensation committee

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

Name of Independent Directors

New Annual Cash Compensation

executive directors will not receive compensation in their capacity as directors.

The following table shows the compensation paid to

our on-executive directors during the year ended September 30, 3024.

our non-executive directors during the year ended September 30, 2025.

Principal Position

4 unchanged sentences

Independent Director

Consists of consulting fees or directors fees paid and accrued

pursuant to their respective consulting agreements with us.

following table provides information regarding each stock options held by the named directors under the 2023 Stock Option Plans as of

the date of this Report.

Independent Director

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

The following table provides information

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

Independent Director

February 10, 2023

1 unchanged sentence

February 10, 2026

March 13, 2025

March 13, 2035

Independent Director

March 13, 2025

March 13, 2035

Independent Director

March 13, 2025

March 13, 2035

2025 Plan RSU Agreements to Non-Executive

We enter into 2025 RSU Award Agreements

pursuant to the 2025 Plan with our non-executive directors under similar terms from time to time.

Under the 2025 RSU Award Agreements,

each applicable non-executive director is granted certain number of RSUs under the 2025 Plan at

certain fair value at each grant date.

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

June 3, 2025.

Independent Directors

Value of Award (US$)

Number of RSU

Fair Value per RSU on the Grant Date

Vesting Schedule

first anniversary

of Grant Date

50% vested on the last day of the six months from Grant Date;

with the remaining 50% vested on the first anniversary of Grant Date

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

effective as of November 13, 2025.

of Independent Directors

Value of Award (US$)

Number of RSU

Fair Value per RSU on the Grant Date

Vesting Schedule

November 13, 2025

first anniversary of

November 13, 2025

The foregoing RSUs were awarded under

and subject to the terms of the 2025 Plan.

To memorialize the RSU grants, the Company entered into RSU Agreements with each of its independent

The RSU Agreements contained substantially similar terms and conditions, pursuant to which each non-executive director was

granted certain fixed amount of RSUs with certain applicable vesting schedules, subject to each non-executive director’s continued

service with us through each applicable vesting date.

Any applicable fraction of an RSU that would otherwise be vested will be accumulated

and will vest only when a whole RSU has accumulated.

The shares of common stock underlying

each director’s RSUs have been registered under the Securities Act, but are subject to restriction given each director’s status

as an independent director of the Company.

Equity Awards at Fiscal Year-End

2 unchanged sentences

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

following table sets forth certain information concerning the ownership of our common stock as of December 27, 2024, with respect to:

(i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock;

of our directors;

(iii) each of our named executive officers;

The following table sets forth certain

information concerning the ownership of our common stock as of December 16, 2025, with respect to:

(i) each person, or group of affiliated

persons, known to us to be the beneficial owner of more than 5% of our common stock;

(ii) each of our directors;

(iii) each of our named

executive officers;

and (iv) all of our current directors and executive officers as a group.

percentage ownership is based on 36,596,849 shares of common stock outstanding as of December 27, 2024.

We have determined beneficial

ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who

possess sole or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding

shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days

of the date of this Report.

We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of

any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial

owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially

own, subject to applicable community property laws.

Applicable percentage ownership is based

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

We have determined beneficial ownership in accordance with the

rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment

power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options

or warrants held by that person that are currently exercisable or exercisable within 60 days of the date of this Report.

We did not deem

such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated by the

footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting

and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property

Shares of common stock

8 unchanged sentences

Jaisun Garcha (5)

Florent Heidet

Tsun Yee Law (6)

Diane Hare (7)

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

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

Less than 1%.

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

York, NY 10018.

on 36,596,849 shares of common stock outstanding as of December 27, 2024.

10,000,000 shares of common stock held by I Financial Ventures Group LLC.

(or the I Financial), a Limited Liability company incorporated

under the laws of Delaware and includes 700,000 shares of common stock issuable upon the exercise of the vested options within 60

days of the date of this Report.

Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, is the

sole shareholder and director of I Financial, and exercises voting and dispositive power of the securities held by I Financial.

address of I Financial is c/o 10 Times Square, 30 th Floor, New York, NY 10018.

300,000 shares of common stock held by James Walker, our Chief Executive Officer and director, and includes 700,000 shares of common

stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

250,000 shares of common stock held by Jaisun Garcha, our Chief Financial Officer and director, and includes 190,000 shares of common

stock issuable upon the exercise of the vested options within 60 days of the date of this Report.

100,000 shares of common stock held by Dr.

Tsun Yee Law, our independent director, and includes 30,000 shares of common stock issuable

upon the exercise of the vested options within 60 days of the date of this Report.

40,000 shares of common stock issuable upon the exercise of the vested options by Diane Hare, our independent director, within 60

days of the date of this Report.

15,000 shares of common stock held by Dr.

Kenny Yu, our independent director, and includes 40,000 shares of common stock issuable

upon the exercise of the vested options within 60 days of the date of this Report.

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

Based on 50,474,294 shares of

common stock outstanding as of December 16, 2025.

Represents 10,000,000 shares of common stock held by I Financial Ventures Group LLC.

(or I Financial), a Limited Liability company incorporated under the laws of Delaware and includes 700,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days of the date of this Report and 300,000 shares of common stock issuable to Jay Jiang Yu upon the exercise of the vested options within 60 days of the date of this Report.

Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, is the sole shareholder and director of I Financial, and exercises voting and dispositive power of the securities held by I Financial.

The address of I Financial is c/o 10 Times Square, 30 th Floor, New York, NY 10018.

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

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

Represents 100,000 shares of common stock held by Dr.

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

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

Represents 15,000 shares of common stock held by Dr.

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

Certain Relationships and Related Transactions, and Director Independence

following is a description of transactions since February 8, 2022 (inception) to which we were a party in which (i) the amount involved

exceeded or will exceed the lesser of $120,000 or one percent (1%) of our average total assets at year-end for the last two completed

fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the

immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material

interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described

under “Executive Compensation.”

Due to Related Parties

of September 30, 2024, we had amounts due to related parties totaling $25,000, which was due to our Chief Executive Officer James Walker.

The amounts due as of September 30, 2024 corresponded to unpaid amounts due to our Chief Executive Officer for services rendered during

the year ended September 30, 2024.

of September 30, 2023, we had amounts due to related parties totaling $35,000, of which $30,000 was due to our Chief Executive Officer

James Walker, and $5,000 was due to our President, Secretary, Treasurer, and Chairman of the Board Jay Jiang Yu.

The amounts due as of

September 30, 2023 corresponded to unpaid amounts due to officers and directors for services rendered during the year ended September

the year ended September 30, 2024, we incurred consulting fees of $390,000 to our President, Secretary, Treasurer, and Chairman of the

Board, Jay Jiang Yu, $185,000 to our Chief Executive Officer James Walker, $170,000 to our Chief Financial Officer Jaisun Garcha, and

incurred total directors’ fees of $95,000 to three independent directors (including $25,000 for Dr.

Tsun Yee Law, $35,000 for Diane

Hare and $35,000 for Dr.

Kenny Yu), which was included in the accompanying consolidated statement of operation under general and administrative

For the year ended September 30, 2023, we incurred consulting fees of $225,000 to our President, Secretary, Treasurer, and

Chairman of the Board, Jay Jiang Yu, $90,000 to our Chief Executive Officer James Walker, $90,000 to our Chief Financial Officer Jaisun

Garcha, and incurred total directors’ fees of $25,000 to three independent directors (including $15,000 for Dr.

Tsun Yee Law, $5,000

for Diane Hare and $5,000 for Dr.

Kenny Yu), which was included in the accompanying consolidated statement of operation under general

and administrative expenses.

exceeded or will exceed $120,000 and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or

any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct

or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements,

which are described under “Executive Compensation.”

with LIS Technologies

15 unchanged sentences

sufficient selectivity that will enable the production of LEU in a single stage and HALEU in two stages.

Concurrently with our investment in LIST, we entered into an agreement

with LIST to collaborate and assist in developing their technologies to secure a fuel supply for our future operations and the wider nuclear

energy industry.

The parties intend that LIST will provide us with enriched UF6 at no cost to be fabricated and sold to customers, with

LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in the future.

Through collaboration

with LIST, we anticipate that we will build supportive facilities around LIST’s enrichment facility, including such facilities as

deconversion and fuel fabrication.

with our investment in LIST, we entered into an agreement with LIST to collaborate and assist in developing their technologies to secure

a fuel supply for our future operations and the wider nuclear energy industry.

The parties intend that LIST will provide us with enriched

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

agreed to between the companies in the future.

Through collaboration with LIST, we anticipate that we will build supportive facilities

around LIST’s enrichment facility, including such facilities as deconversion and fuel fabrication.

also leased approximately 7,000 square feet of dedicated space within our Oak Ridge, Tennessee based nuclear technology facility to LIST

7 unchanged sentences

Our investment in LIST was unanimously approved by all of our disinterested independent

“ Properties.

“Recent Sales of Unregistered Securities.”

See “ Item 2 - Properties.

See “Item 5 - Recent

Sales of Unregistered Securities.”

Arrangements with Senior Executives

“ Executive Compensation .”

See “ Item 11 - Executive

Compensation .”

Policies on Related Party Transactions

12 unchanged sentences

similar position or in which such person has a 5% or greater beneficial ownership interest in any class of our company’s voting

Board intends to adopt a related party transactions policy.

Pursuant to this policy, our Audit Committee will review all material facts

of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited

In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall consider,

among other factors, the following:

(i) whether the Related Party Transaction is on terms no less favorable than terms generally available

to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in

the transaction.

Further, the policy will require that all Related Party Transactions required to be disclosed in our filings with the

SEC be so disclosed in accordance with applicable laws, rules and regulations.

Our board intends to adopt a related party transactions policy.

Pursuant to this

policy, our Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into

the Related Party Transaction, subject to certain limited exceptions.

In determining whether to approve or disapprove entry into a Related

Party Transaction, our Audit Committee shall consider, among other factors, the following:

(i) whether the Related Party Transaction is

on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii)

the extent of the Related Person’s interest in the transaction.

Further, the policy will require that all Related Party Transactions

required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Principal Accounting Fees and Services

1 unchanged sentence

September 30, 2025 and 2024.

Year Ended September 30,

Ended September 30,

Audit-related fees

All other fees

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit

of our annual financial statements, review of the financial information include in our filings with the SEC for the years ended September

30, 2024 and 2023 totaled $235,200 and $171,600, respectively.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are

normally provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered

for the audit of our annual financial statements, quarterly reviews and review of the financial information included in our

registration statements with the SEC for the years ended September 30, 2025 and 2024 totaled $420,980 and $235,200,

respectively.

Audit-Related

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.” These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay any fees

for consultations concerning financial accounting and reporting standards for the fiscal years ended September 30, 2024 and 2023.

fees include professional services rendered in connection with tax compliance and preparation of tax returns, as well as for tax consulting

and planning services.

We paid Withum $12,792 and $10,400 for tax related fees for the fiscal years ended September 30, 2024 and 2023.

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay any fees for consultations

concerning financial accounting and reporting standards for the fiscal years ended September 30, 2025 and 2024.

fees include professional services rendered in connection with tax compliance and preparation of tax returns.

We paid Withum $23,150

and $12,792 for tax related fees for the fiscal years ended September 30, 2025 and 2024.

other fees relate to professional services are not included in the categories above.

We did not pay any other

fees for the fiscal years ended September 30, 2024 and 2023.

We did not pay any other fees for the fiscal years

ended September 30, 2025 and 2024.

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

24 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Consolidated Balance Sheets as of September 30, 2025 and 2024

Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended September 30, 2024 and 2023

Consolidated Statements of Cash Flows Statements of Stockholders’ Equity for the Fiscal Years Ended September 30, 2024 and 2023

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

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

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

Notes to Consolidated Financial Statements

4 unchanged sentences

on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Nano Nuclear

and Subsidiaries (the “Company”) as of September 30, 2024 and 2023, and the related consolidated statements of

operations, stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2024, and the related

notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024,

in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

audits of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

We have audited the accompanying consolidated balance sheets of Nano Nuclear Energy, Inc.

and Subsidiaries (the “Company”)

as of September 30, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity and cash flows for

the years ended September 30, 2025 and 2024, and the related notes to the consolidated financial statements (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Company as of September 30, 2025 and 2024, and the consolidated results of its operations

and its cash flows for the years ended September 30, 2025 and 2024, in conformity with accounting principles generally accepted in the

United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Our audits included

performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

WithumSmith+Brown, PC

1 unchanged sentence

York, New York

PCAOB ID Number 100

December 18, 2025

ID Number 100

NUCLEAR ENERGY INC.

1 unchanged sentence

BALANCE SHEETS

September 30, 2024

September 30, 2023

Current assets:

Cash and cash equivalents

Cash and cash

$ 203,265,052

Accounts receivable, net

Prepaid expenses

1 unchanged sentence

Deferred offering costs

Property, plant and equipment, net

Right of use asset

Long-term investments, related party

LIABILITIES, MEZZANINE, AND STOCKHOLDERS’ EQUITY

Deposits, non-current

Property, plant and equipment,

Right-of-use assets

Long-term investments,

related party

research and development

$ 228,656,866

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued liabilities

Accounts payable and accrued

Due to related parties

Lease liability, current

Contingent consideration

Lease liabilities, current

consideration

Total current liabilities

Lease liability, non-current

Lease liabilities, non-current

Total liabilities

Mezzanine Equity

Common stock subject to possible redemption;

nil and 2,000,000 shares as of September 30, 2024 and September 30, 2023,

Stockholders’ equity

Preferred stock, $ 0.0001

authorized as of September 30, 2024 and 100,000,000 authorized as of September 30, 2023;

issued and outstanding as of September 30, 2024 and September 30, 2023

Common stock, $ 0.0001

authorized as of September 30, 2024 and 100,000,000 authorized as of September 30, 2023;

and 23,184,869

shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively, excluding 2,000,000

shares as of September 30, 2023 subject to possible redemption

Preferred stock, $ 0.0001 par value;

authorized as of September 30, 2025 and September 30, 2024;

none issued and outstanding as of September 30, 2025 and September 30,

Common stock, $ 0.0001 par value;

authorized as of September 30, 2025 and September 30, 2024;

41,738,358 and 30,715,663 shares issued and outstanding as of September

30, 2025 and September 30, 2024, respectively

Additional paid-in capital

Accumulated deficit

( 57,500,857 )

( 17,433,781 )

Total stockholders’ equity

Total liabilities, mezzanine equity, and stockholders’ equity

Total stockholders’

Total liabilities and

stockholders’ equity

$ 228,656,866

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

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STATEMENTS OF OPERATIONS

For the Year Ended

September 30, 2024

For the Year Ended

September 30, 2023

Operating expenses

General and administrative

the Year Ended

administrative

Research and development

Change in Fair Value of contingent consideration

in fair value of contingent consideration

Loss from operations

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Net loss per share of common stock:

Weighted-average shares of common stock outstanding:

Weighted-average shares

of common stock outstanding:

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

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the Year Ended September 30, 2025

Accumulated deficit

Mezzanine Equity

Permanent Equity

Accumulated deficit

Stockholders’

Balance as of September 30,

$ ( 17,433,781 )

Mezzanine equity conversion

( 2,000,000 )

( 5,000,000 )

Permanent Equity conversion

( 2,000,000 )

( 5,000,000 )

Common stock issuances

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( 15,076,556 )

R&D acquisition common stock issuances

Exercise of warrants

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$ 280,065,412

$ ( 57,500,857 )

$ 222,568,728

the Year Ended September 30, 2024

Mezzanine Equity

Permanent Equity

Accumulated deficit

Stockholders’ Equity

Stockholders’

Balance as of September 30, 2023

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$ ( 7,282,225 )

Mezzanine equity conversion

( 2,000,000 )

( 5,000,000 )

Common stock issuances

Offering costs

( 3,629,829 )

R&D acquisition common stock issuances

Exercise of warrants

Exercise of stock options

Equity-based compensation

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STATEMENTS OF CASH FLOWS

For the Year Ended

September 30, 2024

For the Year Ended

September 30, 2023

the Year Ended

OPERATING ACTIVITIES

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$ ( 10,151,556 )

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

R&D acquisition paid in equity

Adjustments to reconcile net loss to net cash

used in operating activities:

Equity-based compensation

Amortization of right of use asset

Amortization of right-of-use

R&D acquisition paid-in

Changes in fair value of

contingent liability

Change in assets and liabilities:

Prepaid expenses

Accounts payable and accrued liabilities

Accounts receivable

Accounts payable and accrued

Due to related parties

Lease liability

Contingent liability

Net cash used in operating activities

Lease liabilities

cash used in operating activities

( 19,621,963 )

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INVESTING ACTIVITIES

In-process research and

( 9,075,045 )

Increase in long-term investments

( 2,000,000 )

Additions to property, plant and equipment

to property, plant and equipment

( 8,449,332 )

Net cash provided by financing activities

( 1,700,000 )

cash used in investing activities

( 17,524,377 )

( 3,700,000 )

FINANCING ACTIVITIES

Proceeds from common stock issuances

Proceeds from common stock

Offering costs

( 15,076,556 )

( 3,554,829 )

Proceeds from exercise of warrants

Proceeds from exercise of stock options

Net cash provided by financing activities

Proceeds from exercise

of stock options

of deferred offering costs

cash provided by financing activities

Net increase in cash

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Cash and cash equivalents,

beginning of year

Cash and cash equivalents,

$ 203,265,052

Non-Cash Supplemental Disclosures

Right of use assets acquired in exchange for new operating lease liabilities

Inception of Right-of-Use Asset / Lease Liability

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

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

Nuclear Energy Inc.

(“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February

8, 2022 (“Inception”) and is headquartered in New York, New York.

The Company is an early-stage nuclear energy company developing

smaller, cheaper, and safer advanced portable clean energy solutions utilizing proprietary reactor designs, intellectual property and

research methods.

Currently in technical development are ZEUS , a solid core battery reactor and ODIN , a low-pressure

coolant reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors.

Company envisions readily replaceable mobile reactors which it can provide to customers in several sectors, including data centers, artificial

intelligence computer and quantum computing;

(“NANO”, the “Company”, “we”, “us”, “our” and similar

terminology) was incorporated under the laws of the State of Nevada on February 8, 2022 (“Inception”) and is headquartered

in New York, New York.

The Company is an early-stage nuclear energy company developing smaller, simpler, and safer advanced portable

clean energy solutions utilizing advanced proprietary reactor designs, intellectual property and research methods.

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

Reactor Business .

The Company’s on-demand capable, advanced nuclear microreactors currently in development are (i)

the fixed installation KRONOS MMR™ Energy System , (ii) ZEUS ™, a portable modular solid core battery reactor, and

(iii) the space focused, portable LOKI MMR™ .

The KRONOS MMR ™ reactor targets new markets beyond

those targeted by the Company’s smaller microreactors, which are designed for more remote locations, such as island and remote

communities, remote industry such as mining projects or oil and gas.

The KRONOS MMR ™ reactor will target

larger population centers, industrial heat for larger industries, data and artificial intelligence centers for the tech industry,

and LOKI MMR ™ will target extra-terrestrial applications.

The ZEUS™ microreactor has moved from the

design stage to physical test work stages, with materials testing, irradiation testing, and initial rig construction currently underway,

to ensure the accuracy of the Company’s modelled reactor and to optimize the dimensions and composition of the system.

2025, the Company announced that it had assembled the first reactor core hardware of the ZEUS™ microreactor for initial non-nuclear

The Company envisions readily replaceable microreactors which it can provide to customers in several sectors, including

data centers, artificial intelligence computer and quantum computing;

crypto mining;

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disaster relief;

transportation (including shipping);

transportation

(including shipping);

mining projects;

water desalination and green hydrogen plants;

and space exploration.

Through its subsidiary, HALEU Energy Fuel Inc.,

the Company is also developing a domestic High-Assay Low-Enriched Uranium (“HALEU”) fuel processing facility with a capability

to provide a fuel pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s microreactors.

Further, through its subsidiary Advanced Fuel Transportation Inc., the Company is developing a high-capacity HALEU transportation product,

capable of moving commercial quantities of HALEU fuel around North America and through its subsidiary Nano Nuclear Space Inc., the Company

is seeking to explore the potential commercial applications of our developing micronuclear reactor technology in space.

The Company also

plans to offer nuclear service support and consultation services.

remote habitation, and space exploration.

KRONOS™ and LOKI™ designs and related intellectual property and other assets were acquired on January 10, 2025 (see Note

9 for further information).

Through its subsidiary, Nano Nuclear Space Inc., the Company is seeking to explore the potential commercial

applications of developing micronuclear reactor technology in space.

Processing Business .

Through its subsidiary, HALEU Energy Fuel Inc., and in coordination with the Department of Energy (“DOE”),

the Company is also seeking to develop a domestic low-enriched uranium (LEU) and high-assay low-enriched uranium (HALEU) fuel supply

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

In December 2024, the

Company announced that LIS Technologies Inc., a related party through common ownership and management (“LIST”) (see Note

8), and the Company were selected by the DOE to participate as one of six contract awardees in the DOE’s Low-Enriched Uranium

(LEU) Enrichment Acquisition Program (“LEU Acquisition Program”).

Under the contract awarded to LIST, LIST was selected

as the prime contractor, with the Company as the key subcontractor bringing the Company’s technical and regulatory expertise

in advanced nuclear solutions to the collaboration (see Note 8 for further information).

Transportation Business .

Through its subsidiary, Advanced Fuel Transportation Inc., the Company is developing a high-capacity

HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America.

The Company is also examining

strategic acquisitions within the nuclear transportation industry to provide the Company with the in-house capability to move its

own materials and reactors, although as of the date of these consolidated financial statements, the Company has not entered into

any definitive agreements with any third party for such acquisitions.

Consultation Services.

The Company also plans on providing nuclear service support and consultation services for the expanding

and resurgent nuclear energy industry, both domestically and internationally.

We are currently evaluating strategic acquisitions

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

discussions with potential targets for such acquisitions or collaborations, but as of the date of these consolidated financial statements,

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

In combination with our intention to

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

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

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

consolidated financial statements include the accounts of the Company and its wholly owned legal subsidiaries, American Uranium Inc.,

HALEU Energy Fuel Inc., Advanced Fuel Transportation Inc., and Nano Nuclear Space Inc.

Each of such subsidiaries is a Nevada corporation.

HALEU Energy Fuel Inc., Advanced Fuel Transportation Inc., Nano Nuclear Space Inc., KRONOS MMR Inc., and LOKI MMR Inc.

Each of these

subsidiaries is a Nevada corporation.

used herein, the term “Common Stock” refers to the common stock, $ 0.0001 par value per share, of the Company.

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For the year ended September 30, 2024, the Company had net loss of $ 10,151,556 , and negative cash flows from operations of $ 8,464,146 .

The ability of the Company to continue as a going concern is dependent on the Company’s ability to secure financing from capital markets or

other sources, including investors, government grants or alternative funding and, ultimately, on the Company’s ability to generate

revenue and profitable operations.

Management is of the opinion that sufficient working capital is available to meet the Company’s

liabilities and commitments as they come due at least for the next twelve months after the date the consolidated financial

statements are issued to conform to the going concern uncertainty period.

In order to achieve the Company’s long-term strategy,

the Company expects to raise additional capital or secure other sources of financing to support its growth.

After September 30, 2024,

the Company completed an underwritten follow-on public offering generating gross proceeds of approximately $ 41.4 million and a private

placement generating gross proceeds of approximately $ 60 million.

The ability of the Company to continue as a going concern is dependent on the Company’s ability to secure financing from capital

markets or other sources, including investors, loans, government grants or alternative funding and, ultimately, on the Company’s

ability to generate revenue and profitable operations.

Management is of the opinion that sufficient working capital is available to meet

the Company’s liabilities and commitments as they become due at least for the next twelve months after the date the consolidated

financial statements are issued to conform to the going concern uncertainty period.

During the year ended September 30, 2025, the Company

received approximately $ 18.5 million from exercises of warrants, $ 2.4 million from exercises of stock options, and net proceeds of approximately

$ 191 million from the Company’s October 2024 Follow-on Offering (as defined in Note 4 below), its November 2024 Private Placement

offering (as defined in Note 4), and its May 2025 Private Placement Offering (as defined in Note 4).

In order to achieve the Company’s

long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support its growth in the

After September 30, 2025, the Company completed a private placement offering generating gross proceeds of approximately $ 400

See Note 11 for further information.

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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All intercompany transactions and balances have been eliminated in consolidation.

and Cash Equivalents

Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.

preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and

The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but

not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made.

These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated

financial statements, as well as amounts reported on the statements of operations during the years presented.

Actual results could

differ from those estimates.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make certain estimates,

judgments and assumptions.

The Company believes that the estimates, judgments and assumptions made when accounting for items and

matters such as, but not limited to, equity-based compensation, right of use assets and lease liabilities, and contingencies are

reasonable, based on information available at the time they are made.

These estimates, judgments and assumptions can affect the

reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on

the consolidated statements of operations during the years presented.

Actual results could differ from those estimates.

Value Measurement

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

5 unchanged sentences

condition, results of operations, and cash flows.

receivable include commercial accounts receivable associated with other income corresponding to consulting services provided by the Company.

Accounts receivable are presented net of allowance for credit losses.

Management estimates an allowance for credit losses by evaluating

client-specific conditions, including adverse situations that may affect a client’s ability to pay, as well as both microeconomic

and macroeconomic factors.

expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

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with the carrying amount of property, plant and equipment and are recognized in earnings.

Research and Development

research and development (“IPR&D”) represents incomplete research and development projects that had not reached technological

feasibility as of their acquisition date in 2025.

Due to the nature of IPR&D, the expected life is indefinite, and it will be evaluated

periodically for attainment of technological feasibility or impairment.

Technological feasibility is established when an enterprise has

completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet

its design specifications including functions, features and technical performance requirements.

IPR&D is amortized over its estimated

useful life once technological feasibility is reached.

As the Company has not yet completed all designing, coding and testing activities,

management has determined that technological feasibility has not yet been reached.

Management has not identified any indicators that

would suggest any impairment of the IPR&D.

If IPR&D is determined not to have technological feasibility or is abandoned, it will

be impaired or written off at such time.

is calculated over the depreciable amount, which is the cost of the asset less its residual value.

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method based on estimated useful lives as follows:

OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES

Not depreciated

Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months.

Leases are classified

as either finance or operating leases.

This classification dictates whether lease expense is recognized based on an effective interest

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

As of September 30, 2024, the Company has one long-term operating lease.

As of September 30, 2023, the Company had one short-term operating lease.

SCHEDULE OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES

improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease.

Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months.

Leases are classified as either

finance or operating leases.

This classification dictates whether lease expense is recognized based on an effective interest method or

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

As of September 30, 2025, the Company had two long-term operating leases.

September 30, 2024, the Company 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

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

Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30,

2024 and September 30, 2023.

Investments in Equity

– Related Party

The Company accounts for investments

in equity that are within the scope of ASC 321-10, Investments - Equity Securities (“ASC 321-10”), as either (1) investments

with a readily determinable fair value, which are recorded at fair value or (2) investments without a readily determinable fair value,

which are recorded at cost less any impairment.

Equity investments that are initially concluded to not have a readily determinable fair

value are reassessed at each reporting period.

If the Company identifies observable price changes in orderly transactions for the identical

or a similar investment of the same issuer, it measures the equity security at fair value as of the date that the observable transaction

occurred using valuation techniques that are permitted under ASC 820, Fair Value Measurement.

As of September 30, 2024 and 2023, the Company had investments in equity

of $ 2.0 million and $ 0 , respectively.

The equity investments were accounted for in accordance with ASC 321-10, and the Company accounted

for the equity investments at cost less impairment because there were no readily determinable fair values for these investments as of

September 30, 2024.

Company accounts for warrants issued in connection with the private placement in accordance with the guidance contained in Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

in Equity – Related Party

Company accounts for investments in equity that are within the scope of ASC 321-10, “Investments - Equity Securities” (“ASC

321-10”), as either (1) investments with a readily determinable fair value, which are recorded at fair value or (2) investments

without a readily determinable fair value, which are recorded at cost less any impairment.

Equity investments that are initially concluded

to not have a readily determinable fair value are reassessed at each reporting period.

If the Company identifies observable price changes

in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as

of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, “Fair Value Measurement”.

of September 30, 2025 and 2024, the Company had investments in equity of $ 2.0 million, representing the Company’s equity investment

in LIST (see Note 8).

The equity investments were accounted for in accordance with ASC 321-10, and the Company accounted for the equity

investments at cost less impairment because there were no readily determinable fair values for these investments as of September 30,

No impairment was recorded during the years ended September 30, 2025 and 2024.

The investments were recognized as

other assets on the Company’s consolidated balance sheets.

The investments were recognized as other assets

on the Company’s consolidated balance sheets.

Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder,

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

compensation is measured using a fair value-based method for all equity-based awards.

The cost of awarded equity instruments is recognized

based on each instrument’s grant-date fair value over the period during which the award vests.

Equity-based compensation is recorded

as either a general and administrative expense or a research and development expense in the consolidated statements of operations.

compensation for employees and non-employees is measured using a fair value-based method for all equity-based awards.

The Company recognizes

equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option

vesting term.

Vesting terms vary based on the individual grant terms.

The Company estimates the fair value of an equity-based award using

a closed option valuation (Black-Scholes) pricing model.

Equity-based compensation is recorded as either a general and administrative

expense or a research and development expense in the consolidated statements of operations.

The Company has elected to account for forfeitures

of stock-based awards as they occur.

Black-Scholes pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected

term and the expected stock price volatility of the underlying stock.

The assumptions used in calculating the fair value of stock-based

compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment.

As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different

in the future.

Company’s assumptions utilized in the Black-Scholes price model are as follows:

(1) fair market value of stock price on date of

(2) the volatility of its underlying stock;

which is estimated using an average of the historical volatility of a group of comparable

publicly traded companies due to the Company’s lack of trading history;

(3) expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future;

(4) risk-free rate based on the United States Treasury yield curve in effect at the time of the grant;

(5) expected term estimated based

on the vesting and contractual term of the stock option grant.

and Development

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of operations.

Advertising costs expensed were approximately $ 902,000 and $ 483,500 , respectively, for the years

ended September 30, 2024 and 2023.

Advertising costs expensed were approximately $ 453,000 and $ 902,000 , respectively, for the years ended September 30, 2025

Contingencies

Company is presently involved in some legal proceedings that are at an early stage and therefore the Company cannot reasonably estimate

the amount of any potential financial loss or cost that could result from these legal proceedings.

The Company records liabilities for

losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and

the amount of loss can be reasonably estimated.

Company is presently involved in two stockholder-initiated legal proceedings.

One of such proceedings was dismissed at the trial court

level in April 2025 but remains subject to appeal.

The other proceeding is currently subject to a motion to dismiss.

Given the status

of these legal proceedings, the Company cannot reasonably estimate at September 30, 2025 the amount of any potential financial loss or

cost that could result from these proceedings.

The Company records liabilities for losses from legal proceedings when it determines that

it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated.

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial

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Deferred tax assets, including tax loss

and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

those temporary differences are expected to be recovered or settled.

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considers multiple factors in its evaluation of the need for a valuation allowance.

On July 4, 2025, the U.S.

federal government enacted tax legislation referred to as the One Big Beautiful Bill Act

The OBBBA, among other things, makes permanent 100% bonus depreciation for certain capital expenditures and immediate

deduction for domestic research or experimental expenditures (R&D deduction).

This legislation was effective for the Company’s

consolidated financial statements for the year ended September 30, 2025, except for the R&D deduction which will be effective for

the Company’s fiscal year 2026.

The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial

statements for the year ended September 30, 2025.

The Company is currently assessing the impact of the OBBBA on future periods.

NUCLEAR ENERGY INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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Loss per Share

net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares

of Common Stock outstanding during the period.

Diluted net income (loss) per share is computed based on the weighted average number of

shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period.

the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss

per share as their effect is anti-dilutive.

During the years ended September 30, 2024 and 2023, there were no dilutive shares issued

or outstanding.

earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by

the weighted-average number of common shares outstanding during the reporting period.

Diluted earnings per share attributable to common

shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted-average

number of common shares and the number of dilutive potential common share equivalents outstanding during the period.

Potential dilutive

common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and

the incremental shares issuable upon conversion of similar instruments.

computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the

inclusion of the common share equivalents would be anti-dilutive.

which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of September

OF SHARES EXCLUDED FROM DILUTED PER SHARE AMOUNT

Stock options

Restricted share units

Total shares excluded

the years ended September 30, 2025 and 2024, the Company was managed as a single operating segment in accordance with the provisions

in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and

requires disclosure of, certain financial information related to reportable operating segments and geographic regions.

Furthermore, the

Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making

decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing

the organization as a whole.

in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information

related to reportable operating segments and geographic regions.

Furthermore, the Company determined that the Company’s Chief Executive

Officer is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing

performance as well as for strategic operational decisions and managing the organization as a whole.

Accounting Pronouncements

Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB.

There are no accounting pronouncements

which have been issued but are not yet effective that would have a material impact on our current consolidated financial statements.

Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the FASB.

2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU

ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs

and expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years

beginning after December 15, 2027.

ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods

after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

is currently evaluating the impact of ASU 2024-03 on its disclosures.

There are no other accounting pronouncements which have been issued

but are not yet effective that would have a material impact on the Company’s consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU

ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related

to the rate reconciliation and income taxes paid.

The amendment in the ASU is intended to enhance the transparency and decision usefulness

of income tax disclosures.

The ASU’s amendments are effective for annual periods beginning after December 15, 2024.

is currently evaluating the impact that adoption of ASU 2023-09 will have on its consolidated financial statements.

the year ended September 30, 2025, the Company earned interest income of $ 5,565,457 on its cash and cash equivalents held at a financial

institution and earned $ 7,000 from a lease agreement (Note 8).

During the year ended September 30, 2023, the Company earned interest

income of $ 32,994 on its cash and cash equivalents held at a financial institution.

institution, earned $ 250,000 from consulting services, earned $ 84,000 from a lease agreement (Note 8), and earned $ 250,000 as a non-refundable

down payment for the proposed sale of its ODIN™ low-pressure coolant microreactor design and all associated intellectual property.

the year ended September 30, 2024, the Company earned interest income of $ 352,002 on its cash and cash equivalents held at a financial

institution, and earned $ 7,000 from a lease agreement.

NUCLEAR ENERGY INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

RELATED PARTIES

September 30, 2024 and 2023, the Company had amounts due to related parties of $ 25,000

and $ 35,000 ,

respectively.

These amounts corresponded to unpaid amounts due to officers and directors for services rendered during the years ended

September 30, 2024 and 2023.

During the year ended September 30, 2024, the Company incurred consulting fees of $ 390,000

to its President and Chairman, $ 185,000

to its Chief Executive Officer, $ 170,000

to its Chief Financial Officer, and incurred

total directors’ fees of $ 95,000

to three independent directors, which was included

in the consolidated statement of operations under general and administrative expenses.

During the year ended September 30, 2023, the

Company incurred consulting fees of $ 225,000

to its President and Chairman, $ 90,000

to its Chief Executive Officer, $ 90,000

to its Chief Financial Officer, and incurred

total directors’ fees of $ 25,000

to three independent directors, which was included

in the consolidated statement of operation under general and administrative expenses.

Company is authorized to issue 275,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, with a par value of $ 0.0001

No shares of preferred stock were outstanding during the periods presented.

No shares of preferred stock were outstanding during the years presented.

Holders of Common Stock are entitled to one vote

of Common Stock for Cash

Company’s second round of private financing (the “Angel Round”) began in April 2022 and ended in February 2023.

the year ended September 30, 2023, the Company sold 1,820,369 shares of Common Stock at a price of $ 1.00 per share for proceeds of $ 1,820,369

as part of the Angel Round.

Company’s third round of private financing (the “Series A Round”) began in April 2023 and ended in June 2023.

the year ended September 30, 2023, the Company sold 778,000 shares of Common Stock at a price of $ 2.50 per share for proceeds of $ 1,945,000

as part of the Series A Round.

Company’s fourth round of private financing (the “Series B Round”) began in December 2023 and ended in January 2024.

1 unchanged sentence

of $ 2,466,437 corresponding to the Series B Round.

Public Offering (IPO)

Public Offering

May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “IPO Offering”) of an aggregate

14 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

EQUITY (Continued)

21 unchanged sentences

Company charged issuance costs of $ 2,091,424 to additional paid-in capital during the year ended September 30, 2024.

to September 30, 2024, the Company consummated an additional firm commitment underwritten follow-on offering and a private placement

2024 Firm Commitment Public Offering

October 23, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “October 2024 Follow-on

Offering”) of an aggregate of 2,117,646 units, consisting of an aggregate of 2,117,646 shares of Common Stock and 2,117,646 warrants

to purchase up to 1,058,823 shares of Common Stock (the “October 2024 Follow-on Warrants”) based on an offering price of

$ 17.00 per unit (the “October 2024 Follow-on Offering Price”), generating gross proceeds of approximately $ 36 million, and

net proceeds (after deducting discounts and offering expenses) of approximately $ 32.3 million.

In connection with the October 2024 Follow-on

Offering, the Company granted the lead managing underwriter an option (“October 2024 Follow-on Over-allotment Option”), exercisable

for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the “October 2024 Follow-on

Over-allotment Shares”) and 317,646 warrants to purchase 158,823 shares of Common Stock (the “October 2024 Follow-on Over-allotment

Warrants”) from the Company at the October 2024 Follow-on Offering Price, less underwriting discounts and other October 2024 Follow-on

Offering expenses, to cover over-allotments in the October 2024 Follow-on Offering.

On October 23, 2024, the underwriter partially exercised

the October 2024 Follow-on Over-allotment Option for the October 2024 Follow-on Over-allotment Warrants (which option closed on October

25, 2024 for nominal consideration).

On October 28, 2024, the lead underwriter exercised the October 2024 Follow-on Over-allotment Option

in full with respect to the October 2024 Follow-on Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the

October 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 5.4 million and net

proceeds of approximately $ 4.9 million.

In connection with the October 2024 Follow-on Offering, the Company issued such lead managing

underwriter 105,882 warrants exercisable for 105,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October

In connection with the October 2024 Follow-on Over-allotment Option, the Company also issued such lead managing underwriter

15,882 warrants exercisable for 15,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October 29, 2029 .

2024 Private Placement

November 24, 2024, the Company, entered into a securities purchase agreement (the “November 2024 SPA”) with three accredited

institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell an aggregate of $ 60,000,048

of securities of the Company in a private placement (the “November 2024 Private Placement”), consisting of (i) 2,500,002

shares (“PIPE Shares”) of Common Stock and (ii) warrants to purchase up to 2,500,002 shares of Common Stock (the “PIPE

The November 2024 Private Placement closed on November 27, 2024.

After deducting the placement agent fees and estimated

offering expenses payable by the Company, the Company received net proceeds of approximately $ 55,122,000 .

The Company intends to use

these net proceeds for general working capital and general corporate purposes, which could include potential acquisitions of complementary

businesses or assets.

Pursuant to the November 2024 SPA, the Company issued and sold the PIPE Shares and associated PIPE Warrants at

a combined purchase price of $ 24.00 per share.

The PIPE Warrants have a term of five ( 5 ) year with an exercise price of $ 26.00 per share

and will be exercisable immediately upon issuance of the PIPE Warrants.

On November 24, 2024, in connection with the Private Placement,

the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant

to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering

the resale of the PIPE Shares and the shares of Common Stock issuable upon exercise of the PIPE Warrants by no later than January 15,

2025 (the date of filing, the “Filing Date”), with such registration statement to be effective within 30 days of the Filing

Date (if such registration statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration

statement is subject to limited or full review by the SEC).

The Company initially filed a registration statement on Form S-1 covering

the resale of these securities on January 14, 2025, which was declared effective by the SEC on January 24, 2025.

The Investors are also

entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration statement

is effective.

The Benchmark Company, LLC acted as placement agent for the Private Placement and received a cash fee equal to 6.0 % of

the gross proceeds received by the Company in the Private Placement, a non-accountable expense allowance equal to 1 % of the gross proceeds

received by the Company from the Private Placement, and reimbursement of up to $ 175,000 in legal expenses.

NUCLEAR ENERGY INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (Continued)

2025 Private Placement

May 26, 2025, the Company, entered into a securities purchase agreement (the “May 2025 SPA”) with six accredited institutional

investors (the “May 2025 Investors”), pursuant to which the Company agreed to offer and sell 3,888,889 shares (“May

2025 PIPE Shares”) of Common Stock of the Company in a private placement (the “May 2025 Private Placement”) for gross

proceeds of $ 105,000,003 .

Pursuant to the May 2025 SPA, the Company issued and sold the May 2025 PIPE Shares in the May 2025 Private

Placement at a purchase price of $ 27.00 per share.

The May 2025 Private Placement closed on May 28, 2025.

After deducting the placement

agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 99 million.

Company intends to use these net proceeds for research and development, marketing, general working capital and general corporate purposes,

which could include potential acquisitions of complementary businesses or assets.

The May 2025 SPA includes standard representations,

warranties and covenants of the Company and May 2025 Investors, including a restriction on future issuances of the Company’s capital

stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty

(30) days following effectiveness of the Company’s May 2025 Resale Registration Statement (as defined below) required by the May

2025 Registration Rights Agreement (as defined below).

Also on May 26, 2025, in connection with the May 2025 Private Placement, the Company

entered into a registration rights agreement with the Investors (the “May 2025 Registration Rights Agreement”), pursuant

to which the Company agreed to file a registration statement with the SEC covering the resale of the May 2025 PIPE Shares (the “May

2025 Resale Registration Statement”) by no later than June 10, 2025 (the date of filing, the “May 2025 Filing Date”),

with the May 2025 Resale Registration Statement to be effective within 30 days of the May 2025 Filing Date (if it is not subject to review

by the SEC), or within 60 days after the Filing Date (if it is subject to full review by the SEC).

The May 2025 Investors are also entitled

(subject to certain exceptions) to customary piggyback registration rights during the period in which the May 2025 Resale Registration

Statement is effective.

The Company initially filed the May 2025 Registration Rights Agreement covering the May 2025 PIPE Shares on June

9, 2025, which was declared effective by the SEC on June 18, 2025.

Titan Partners Group LLC, a division of American Capital Partners,

LLC, acted as placement agent for the Private Placement (the “May 2025 Placement Agent”) under a placement agency agreement

with the Company (“May 2025 Placement Agency Agreement”), pursuant to which it received a cash fee equal to 5.0 % of the gross

proceeds received by the Company in the Private Placement, and reimbursement of $ 150,000 in legal expenses.

to September 30, 2025, the Company completed an additional private placement offering.

See Note 11 for further information.

4 unchanged sentences

included a right (the “Put Right”) which entitled the Subscriber to elect to sell to the Company any part or all of the Put

Shares acquired if:

(a) the Company’s initial public offering registration statement (“IPO Registration Statement”)

Shares acquired if (a) the Company’s initial public offering registration statement (“IPO Registration Statement”)

was not declared effective by the SEC by December 31, 2023;

(b) the Company committed a material breach of the Agreement and either that

breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and in

any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach.

or (b) the Company committed a material breach of the Agreement and either

that breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and

in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach.

480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary

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TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

EQUITY (Continued)

1 unchanged sentence

the year ended September 30, 2024, the Company issued to two consultants an aggregate of 20,000 shares of Common Stock with an aggregate

fair value of $ 167,800 , which represents equity-based compensation and is recorded within operating expenses.

During the year ended September

30, 2023, the Company issued to two consultants an aggregate of 85,000 shares of common stock with an aggregate fair value of $ 85,000 ,

which represents equity-based compensation and is recorded within operating expenses.

Based Compensation

February 10, 2023, and on June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the

2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2;

(collectively, the “2023 Stock Option Plans”).

shares available for issuance under the 2023 Stock Option Plan #1, and the maximum number of shares available under the plan may increase

on an annual basis on the anniversary date of this option plan if the total number of stock options issued under the 2023 Stock Option

Plans is less than 15% of the number of issued shares of Common Stock.

There are 860,349 shares of Common Stock available for issuance

under the 2023 Stock Option Plan #2, and the maximum number of shares available under the plan may increase on a quarterly basis if the

total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock.

The plans are otherwise substantially similar in their substance.

fair value of $ 167,800 , which represents equity-based compensation and is recorded within general and administrative expenses.

February 10, 2023, and June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023

Stock Option Plan #1 and the 2023 Stock Option Plan #2 (collectively, the “2023 Stock Option Plans”).

On April 23, 2025 (the

“Effective Date”), the Company’s shareholders approved, and the Company adopted an equity incentive plan (the “2025

Equity Plan”) whereby a total of 4,750,000 shares plus 679,440 shares that were available for issuance under the 2023 Stock Option

Plans as of the 2025 Equity Plan’s Effective Date were available for future awards under the 2025 Equity Plan.

This amount may

increase annually on January 1 each year beginning on January 1, 2026 to January 1, 2035, by an amount equal to the lesser of (i) 5%

of the common shares outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of common shares

as determined by the board of directors (the “Board”) or a committee of the Board.

The common shares subject to the 2025

Equity Plan may be authorized, but unissued, or reacquired shares.

March 6, 2025, the Company issued 338,000 stock options exercisable at $ 26.97 per common share with expiry on March 6, 2035 , with approximately

one-sixth of these options to be vested annually from 2026 to 2031 on March 6 th of each year.

March 13, 2025, the Company issued 765,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13,

2035 , 55,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13, 2030 , and 5,300 stock options

exercisable at $ 28.32 with expiry on March 13, 2030 , to be fully vested on March 1, 2026.

June 3, 2025, the Company issued 6,000 stock options exercisable at $ 29.18 per common share with expiry on June 3, 2030 , to be fully

vested on June 3, 2026.

June 11, 2025, the Company issued 15,000 fully vested stock options exercisable at $ 34.25 per common share with expiry on June 11, 2030 .

Company determined the fair value of the 1,184,300

aggregate options granted during the year ended September 30, 2025 using a Black-Scholes pricing model and the following key

assumptions:.expected term of 2.50

years, volatility of 87.00

risk-free rate of 3.92

weighted-average grant date fair value of stock options granted during the year ended September 30, 2025 was $ 20.06 per share.

the year ended September 30, 2025, total stock-based compensation for stock options expected to vest was $ 17,410,675 .

There is $ 6,243,821

of remaining stock compensation expense to be recognized at September 30, 2025 corresponding to future vesting dates which will occur

between 2026 and 2031 and will be recognized over a weighted average period of 3.17 years.

the year ended September 30, 2024, the Company issued 125,000 fully vested stock options exercisable at $ 3.00 per common share with expiry

5 unchanged sentences

dividend rate:

the year ended September 30, 2023, the Company issued 2,050,000 fully vested stock options under Stock Option Plan #1 exercisable at

$ 1.50 per common share with expiry on February 10, 2026, issued 1,450,000 fully vested stock options under Stock Option Plan #2 and 200,000

fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common

share with expiry on June 7, 2026, and issued 247,000 fully vested stock options under Stock Option Plan #2 and 60,000 fully vested stock

options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common share with expiry

on August 30, 2026.

The 2,050,000 options were valued at $ 584,484 based on a Black-Scholes valuation with the following assumptions (Risk-free

interest rate:

expected life of options:

estimated volatility:

dividend rate:

The 1,450,000 and 200,000

options were valued at $ 1,444,530 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate:

expected life of options:

estimated volatility:

dividend rate:

The 247,000 and 60,000 options were valued at $ 269,989

based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate:

expected life of options:

estimated volatility:

dividend rate:

the years ended September 30, 2024 and 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following:

(1) stock price based on recent sales of Common Stock to unrelated parties;

(2) estimated the volatility of its underlying stock by using

an average of the historical volatility of a group of comparable publicly traded companies;

(3) expected dividend yield was calculated

using historical dividend amounts;

(4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the

(5) expected term was estimated based on the vesting and contractual term of the stock option grant.

weighted-average grant date fair value of stock options issued during the year ended September 30, 2024 was $ 1.22 per share.

no remaining stock compensation expense to be recognized at September 30, 2024 as all options vested immediately upon grant.

weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 per share.

no remaining stock compensation expense to be recognized at September 30, 2023 as all options vested immediately upon grant.

June 3, 2025, the Company granted 350,748

restricted stock units (“RSUs”) to various consultants and key employees.

The aggregate grant-date fair value of the

RSUs was $ 10,234,827

per share based on the market price of our stock on the date of grant.

The restricted stock units vests as follows:

RSUs vest one-third on the grant-date anniversary;

RSUs vest on the grant-date anniversary, and 15,000

on the six month anniversary of the grant-date with remaining vesting on the grant-date anniversary.

the year ended September 30, 2025, the Company recognized stock-based compensation for RSUs expected to vest of $ 1,418,313 .

As of September 30, 2025, we have unrecognized compensation of $ 8,816,514

which will be recognized over a weighted-average period of 1.35

NUCLEAR ENERGY INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

EQUITY (Continued)

Compensation (Continued)

Based Compensation (Continued)

summary of cumulative option activity under the 2023 Plan is as follows:

Compensation (Continued)

summary of cumulative option activity under the 2023 Stock Option Plans and the 2025 Equity Plan is as follows:

OF CUMULATIVE OPTION ACTIVITY

Options outstanding

Weighted average

exercise price

contractual term

intrinsic value

(in thousands)

Outstanding – September

Options granted

Options exercised

Outstanding – September 30, 2024

Options granted

Options forfeited

Options exercised

Outstanding – September 30, 2025

Vested during the year

Vested at end of year

Exercisable at the end of the year

Exercisable at the end of period

summary of cumulative warrant activity is as follows:

OF CUMULATIVE WARRANT ACTIVITY

Shares outstanding

average contractual

exercise price

Outstanding – September 30, 2023

Warrants issued

Warrants exercised

Outstanding – September 30, 2024

Warrants issued

Warrants exercised

( 1,408,193 )

Outstanding – September 30, 2025

Stock Unit Activity

summary of cumulative restricted stock unit activity under the 2025 Equity Plan is as follows:

OF RESTRICTED STOCK UNIT ACTIVITY

value per share

Outstanding –September 30, 2024

Outstanding and unvested – September

NUCLEAR ENERGY INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSET & LEASE LIABILITY

PROPERTY, PLANT AND EQUIPMENT

OF PROPERTY , PLANT AND EQUIPMENT

September 30, 2024

September 30, 2023

Land and buildings

buildings and leasehold improvements

Beginning of year

1 unchanged sentence

Additions – building

Additions – leasehold improvements

Additions – construction

Accumulated depreciation

1 unchanged sentence

Depreciation of building

Total Property, plant and equipment, net

Depreciation of leasehold

Total property, plant

and equipment, net

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

for $ 1.7 million.

The purchase included a 14,000 sq.

ft., 2-story building to house the Company’s Nuclear Technology Branch.

Depreciation was $ 94,351 and $ 10,393 for the years ended September 30, 2025 and 2024.

July 2025, the Company purchased a 2.75 -acre land package in Oak Brook, Illinois, for $ 3.5 million.

The purchase included a 23,537 sq.

building to serve as a regional demonstration and office facility to support the development of the Company’s KRONOS MMR™

Microreactor Energy System.

Depreciation was $ 39,625 and nil for the years ended September 30, 2025 and 2024.

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

OF RIGHT OF USE ASSET AND LEASE LIABILITIES

Right-of-use assets

Beginning of year

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

$ 1.7 million.

The purchase included a 14,000 sq.

ft., 2-story building to house the Company’s nuclear technology headquarters.

of September 30, 2024, the Company has one long-term operating lease for its corporate headquarters located at 10 Times Square, 30th

Floor, New York, New York 10018.

Lease components in the Company’s long-term operating lease are accounted for following the guidance

in ASC 842 for the capitalization of long-term leases.

At September 30, 2024, the lease liability is equal to the present value of the

remaining lease payments, discounted using a borrowing rate based on similar debt.

Lease activity for the years ended September 30, 2024

and 2023, was as follows:

of September 30, 2025, the Company had two long-term operating leases corresponding to (1) its corporate headquarters located at 10 Times

Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration facility in Westchester County, New York.

Lease components in the Company’s long-term operating leases are accounted for following the guidance in ASC Topic 842, “Leases”

(“ASC 842”), for the capitalization of long-term leases.

At September 30, 2025, the lease liability was equal to the present

value of the remaining lease payments, discounted using a borrowing rate based on similar debt.

sheet information related to the Company’s leases is presented below.

OF BALANCE SHEET INFORMATION

Operating leases:

September 30,

Operating right-of-use asset

Operating lease liability, current

Operating lease liability, long-term

Operating right-of-use assets

Operating lease liabilities, current

Operating lease liabilities, long term

NUCLEAR ENERGY INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSET & LEASE LIABILITY (Continued)

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

following provides details of the Company’s lease expense:

OF OTHER INFORMATION RELATED TO LEASES

OF LEASE EXPENSE

Ended September 30,

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of lease liabilities:

Cash paid for amounts included in the

Cash paid for amounts

included in the

Ended September 30,

measurement of lease liabilities:

Operating cash outflows from operating leases

Weighted-average discount rate – operating lease

Weighted-average remaining lease term – operating lease (in years)

of lease liabilities:

Operating cash outflows from operating

Weighted-average discount rate

– operating lease

Weighted-average remaining lease term –

operating lease (in years)

of September 30, 2025, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS

For the Years Ended September 30,

the Years Ended September 30,

Total future minimum lease payments, undiscounted

Imputed interest for leases in excess of one year

( 1,001,105 )

Imputed interest

for leases in excess of one year

Present value of future minimum lease payments

Current portion of lease liabilities

Total lease liabilities less current portion

Current portion

of lease liabilities

Total lease liabilities,

less current portion

NUCLEAR ENERGY INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

ACQUISITION OF ALIP TECHNOLOGY

4 unchanged sentences

with the transaction, Dr.

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

with a view towards achieving SBIR Phase III Award status.

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

with a view toward achieving SBIR Phase III Award status.

part of this transaction, Dr.

8 unchanged sentences

Madana an additional (iii) 50,000 shares of Common Stock and (iv) cash consideration of $ 50,000 , contingent

upon the successful completion of the SBIR Phase III project prior to June 21, 2025.

The Company anticipates that the completion of the

SBIR Phase III project will occur prior to June 21, 2025, and therefore has calculated the contingent consideration at the closing price

upon the successful completion of the SBIR Phase III project prior to specific timetables.

The Company anticipated that the completion of the

SBIR Phase III project would occur, and therefore had calculated the contingent consideration at the closing price

of NANO’s stock on the date of acquisition.

The ALIP Acquisition has been accounted for as an acquisition of in-process R&D

that has been fully expensed on the acquisition date as R&D costs.

The ALIP Acquisition was accounted for as an acquisition of in-process R&D that

was fully expensed on the acquisition date as R&D costs.

ALIP Acquisition was recorded at its fair value as of June 21, 2024.

The total purchase price was approximately $ 1.67 million and is

comprised of:

The total purchase price was approximately $ 1.67 million and was

comprised of the following:

OF ALIP ACQUISITION

2 unchanged sentences

Contingent cash

Contingent common shares (fair value at closing)

Contingent common shares

(fair value at closing)

Total purchase price

2 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

ACQUISITION OF ALIP TECHNOLOGY (Continued)

of June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $ 836,500 based on the closing price

June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $ 836,500 based on the closing price

of NANO’s stock on the date of acquisition.

2 unchanged sentences

recovery of $ 66,000 .

At September 30, 2025, the contingent cash and common shares obligation was revalued to its fair value of $ 1,978,000

based on the closing price of NANO’s stock on September 30, 2025, which resulted in a revaluation expense of $ 1,207,500 .

LONG-TERM INVESTMENTS, RELATED PARTY

2 unchanged sentences

party), as part of its $ 11.88 million seed funding round.

This additional capital into LIST is anticipated to help fuel the development

This additional capital into LIST was anticipated to help fuel the development

of its proprietary, patented advanced laser enrichment technology.

Concurrently with our investment in LIST, the Company entered into an agreement

with LIST to collaborate and assist in developing LIST’s technologies to secure a fuel supply for our future operations and the

wider nuclear energy industry.

The parties intend that LIST will provide the Company with enriched UF6 at no cost to be fabricated and

sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in

Through collaboration with LIST, the Company anticipates building supportive facilities around LIST’s enrichment facility,

including such facilities as deconversion and fuel fabrication.

with our investment in LIST, we entered into an agreement with LIST to collaborate and assist in developing LIST’s technologies

to secure a fuel supply for our future operations and the wider nuclear energy industry.

The parties intend that LIST will provide the

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

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

Through collaboration with LIST, the Company anticipates building supportive

facilities around LIST’s enrichment facility, including such facilities as deconversion and fuel fabrication.

Company also leased approximately 7,000 square feet of dedicated space within its Oak Ridge, Tennessee, based nuclear technology facility

2 unchanged sentences

for $ 7,000 per month.

The lease is effective on September 2, 2024 and has a term ending on September 1, 2034.

Company’s relationship with LIST is considered a related party transaction since certain of the Company’s executive directors

and officers, including Jay Jiang Yu, Jaisun Garcha, and Dr.

Tsun Yee Law, also serve as directors and officers for LIST, and James Walker

serves as a consultant to LIST.

The lease became effective on September 2, 2024 and has a term ending on September 1, 2034.

Company’s relationship with LIST is considered a related party transaction since certain of the Company’s executive officers

and directors, including Jay Jiang Yu and Dr.

Tsun Yee Law, also serve as officers and directors for LIST, and James Walker and Jaisun

Garcha serve as consultants to LIST.

The Company’s investment in LIST was unanimously approved by all of the Company’s disinterested

3 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

USNC ASSET ACQUISITION

December 18, 2024, the Company entered into an asset purchase agreement (as amended, the “USNC Agreement”) with Ultra Safe

Nuclear Corporation and certain of its subsidiaries (collectively, “USNC”) to acquire select nuclear energy technology assets

(the “USNC Assets”) on an as-is, where-is basis, including USNC’s micro modular nuclear reactor business previously

marketed as a MMR® Microreactor Energy System, which the Company has renamed “KRONOS MMR TM ” (“KRONOS

Business”), and transportable fission power system technology business previously marketed as a Pylon Transportable Reactor Platform,

which the Company has renamed “LOKI MMR TM ” (“LOKI Business”).

The acquired assets included certain

contracts, intellectual property rights, and a demonstration project, free and clear of any liens other than certain specified liabilities

of USNC that were assumed, for a total purchase price of $ 8.5 million in cash through an auction process (“Auction”) conducted

pursuant to Section 363 of the U.S.

Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings.

18, 2024, the United States Bankruptcy Court for the District of Delaware, the Bankruptcy Court overseeing USNC’s bankruptcy held

a hearing where it approved the sale of the USNC Assets to the Company.

January 10, 2025, we closed the acquisition (the “USNC Closing”) of the USNC Assets related to the KRONOS Business and the

LOKI Business from USNC.

The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published

patents, 16 registered, pending or published trademarks, and any other technology and intellectual property related to the acquired assets,

(iii) rights related to a demonstration project related to the KRONOS MMR™ Energy System in the United States and (iv) the business

records of the USNC Assets and related rights.

We acquired these assets through two new wholly owned subsidiaries incorporated in Nevada.

USNC Assets also included certain Canadian assets relating to both the KRONOS MMR™ Energy System and certain Canadian intellectual

property rights relating to the LOKI MMR™ (the “Canadian Assets”).

The Canadian Assets include, among other assets,

(i) three contracts with Canadian authorities, including a license application (the “Chalk River License Application”) with

the Canadian Nuclear Safety Commission (“CNSC”) associated with a KRONOS MMRTM reactor demonstration project at Chalk River

Laboratories located in Ontario, Canada (the “Chalk River Project”), (ii) the equity interests of a Canadian partnership

that was believed at the time to hold the Chalk River License Application (the “Canadian Partnership”), and (iii) rights

related to the Chalk River Project.

The transfer of the Chalk River License Application and certain other of the Canadian Assets (such

assets, the “Consent Assets”) required the consent of certain Canadian governmental entities, including the CNSC (the “Canadian

We established an escrow of $ 250,000 deposited at the closing securing the Canadian Consents.

If the Canadian Consents

were not received within 90 days after the closing, we had the right to terminate the acquisition of the Consent Assets, receive the

return of $ 250,000 held in escrow and forfeit our rights to the Consent Assets.

Our right to acquire the Consent Assets was established

pursuant to an option arrangement with our Chairman and President and his affiliated entities as described below.

January 10, 2025, we acquired the USNC Assets free and clear of any liens other than certain specified liabilities of USNC that were

assumed, for a total purchase price of $ 8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S.

Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings.

On December 18, 2024, the United States Bankruptcy Court

for the District of Delaware, the court overseeing USNC’s bankruptcy, approved the sale of the USNC Assets to us, including the

Canadian Assets, which approval included our right to assign our purchase rights to the Consent Assets.

had a limited amount of time to conduct due diligence on the USNC Assets, particularly the Canadian Assets.

Moreover, we were made aware

at that time that certain Consent Assets (specifically the Canadian Partnership) could be encumbered by liabilities that could not be

cleared through USNC’s U.S.

bankruptcy process, thus creating a risk to us should we assume such liabilities.

To enable our ability

to continue diligence of the Consent Assets to ensure we acquired the correct assets and did not assume or become exposed to any unknown

liabilities, on the closing date of the USNC Asset acquisition, we assigned our rights to acquire the Consent Assets to Jay Jiang Yu,

our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain existing Canadian entities owned or controlled

Yu (the “Yu Entities”).

Accordingly, on January 10, 2025, we entered into an option agreement (“Yu Option Agreement”)

Yu and Yu Entities, pursuant to which we received an option back from Mr.

Yu and the Yu Entities to acquire for nominal consideration,

for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents,

any or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and

business of the Canadian Partnership.

The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously

approved by our disinterested directors.

Given the uncertainties regarding the Consent Assets at that time, we believe this option arrangement

was the most efficient and cost-effective structure (particularly since the option was exercisable by us for only nominal consideration)

for us to close the bankruptcy sale and secure the right to acquire Consent Assets, while also preserving our ability to progress the

KRONOS project in Canada and facilitate the Canadian Consents.

2025, we sought Canadian Consents for the Consent Assets (most notably, the Chalk River License Application).

As part of our continuing

due diligence, we learned that a USNC affiliate called Global First Power Ltd.

(“GFPL”), and not the Canadian Partnership,

was in fact the holder of the Chalk River License Application.

Further, we were informed by the CNSC that the Chalk River License Application

could not be transferred and that only GFPL itself could complete the Chalk River License Application and obtain the license for the

Chalk River Project or, alternatively, we or our subsidiaries or designees would need to file a new application with the CNSC.

we determined that the most efficient course of action for our company to continue the Chalk River Project would be for us to acquire

GFPL itself and thereby acquire the Chalk River License Application.

As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware

liquidating trust created pursuant to USNC’s plan of liquidation in bankruptcy, GFPL, our company and our subsidiary Kronos MMR

entered into a Purchase Agreement (the “GFPL Purchase Agreement”) pursuant to which Kronos MMR agreed to purchase all

of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including the rights

to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests.

The purchase price for

GFPL was our assumption of an approximately $ 0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition bankruptcy

claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or become due

and payable in the ordinary course after the closing of such acquisition, plus a $ 15,000 expense reimbursement allowance.

2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October

16, 2025, such transaction was closed.

We expect to pay the $ 0.65 million assumed liability using cash on hand in the near future.

a result of the foregoing, neither the Yu Entities nor our company formally acquired the Consent Assets, and given our subsequent due

diligence and discussions with CNSC following our acquisition of the USNC Assets, we have determined that (i) our acquisition of GFPL

provides us with all of the rights and assets we require from USNC to progress the Chalk River Project, (ii) the Consent Assets subject

to the Yu Option Agreement are immaterial to our plans and need not be acquired, with the result that we expect to terminate the Yu Option

Agreement and (iii) given that the Canadian Consents were not achieved on a timely basis, we intend to seek a return of the $ 250,000

escrow amount.

NUCLEAR ENERGY INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

USNC ASSET ACQUISITION (Continued)

total consideration paid at closing for the USNC Assets was $ 8.5 million in cash.

The Company accounted for the transaction as an asset

acquisition under ASC 805-50, “Business Combinations – Asset Acquisition”, as the acquired set of assets did not meet

the definition of a business.

The fair value of the identifiable assets was determined using the Historical Transaction Method under

the Market Approach.

fair value allocation of the consideration transferred is as follows:

OF ALLOCATION OF CONSIDERATION

Cash consideration paid

Value of Consent Assets (subject to Canadian

Consents) held in escrow

Assumed liabilities

related to Designated Contracts (excluding Canadian Contracts)

Total Fair Value of

Acquired IPR&D Assets

fair value was attributed to IPR&D assets associated with both the KRONOS Business and the LOKI Business.

The acquired IPR&D

assets are considered an indefinite-lived intangible asset and will not be amortized until the underlying technologies are placed into

The Company will test the assets for impairment annually, or more frequently if events or changes in circumstances indicate

potential impairment.

NUCLEAR ENERGY INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s provision for income taxes for the years ended September 30, 2025 and 2024 was $ 0 and $ 0 , respectively.

4 unchanged sentences

Tax rate change

Change in valuation allowance

Provision to return adjustments and other

Change in valuation

Effective tax rate

Company’s deferred tax assets (liabilities) consist of the following as of September 30, 2025 and 2024:

Schedule of Deferred

Tax Assets (Liabilities)

OF DEFERRED TAX ASSETS (LIABILITIES)

Deferred tax assets:

Net operating loss carryforwards

Research and development expenses

Net operating

loss carryforwards

Research and development

Stock-based compensation

1 unchanged sentence

Operating lease liabilities

Contingent consideration

Contribution Carryovers

consideration

Total deferred tax assets

Valuation allowance

( 27,434,239 )

2 unchanged sentences

Deferred tax liabilities:

deferred tax liabilities

( 1,181,331 )

Deferred tax assets (liabilities)

of September 30, 2025 and 2024, the Company had total net deferred tax assets of $ 27,434,239 and $ 5,675,186 , respectively.

allowance is required to reduce deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that

some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets depends on the generation

of future taxable income during those periods in which those temporary differences are deductible.

consideration of all the evidence, both positive and negative, management determined that a 100 % valuation allowance was necessary as

of September 30, 2024 and 2023 in the amount of $ 5,675,186 and $ 1,971,170 , respectively, to reduce the deferred tax assets to the amount

that will more likely than not be realized.

The increase in the valuation allowance during the years ended September 30, 2024 and 2023

was $ 3,704,016 and $ 1,689,842 , respectively.

of September 30, 2024, the Company, subject to limitations, had gross operating loss carry forwards of approximately $ 12.2 million available

to offset future taxable income which never expires but has annual limitations of 80 % of the Company’s taxable income.

A valuation allowance is required to reduce deferred tax assets reported if, based on the weight of the evidence, it

is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred

tax assets depends on the generation of future taxable income during those periods in which those temporary differences are deductible.

consideration of all the evidence, both positive and negative, management determined that a 100 %

valuation allowance was necessary as of September 30, 2025 and 2024 in the amount of $ 27,434,239 an $ 5,675,186

, respectively, to reduce the deferred tax assets to the amount that will more likely than not be realized.

The increase in the

valuation allowance during the years ended September 30, 2025 and 2024 was $ 21,759,053 and $ 3,704,016 ,

respectively.

of September 30, 2025, the Company subject to limitations, had approximately $ 48.6

million of federal net operating loss carryforwards for U.S.

federal income tax purposes, $ 61.4 million in net operating

loss carryforwards for state income tax purposes and $ 48.6 million of net operating loss carryforwards for city income tax purposes, to offset future taxable income which never expires but has annual limitations of 80 %

of the Company’s taxable income.

The utilization of the Company’s net operating losses are subject to a U.S.

federal limitation due to the “change

in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions.

Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration

of certain net operating loss carryforwards before their utilization.

NUCLEAR ENERGY INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

SUBSEQUENT EVENTS

Company has evaluated all events or transactions that occurred after September 30, 2024 through the date that

the consolidated financial statements were issued.

During this period, there were no material subsequent events requiring

disclosure except as stated as follows:

October 23, 2024, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “October 2024 Follow-on

Offering”) of an aggregate of 2,117,646 units, consisting of an aggregate of 2,117,646 shares of Common Stock and 2,117,646 warrants

to purchase up to 1,058,823 shares of Common Stock (the “October 2024 Follow-on Warrants”) based on an offering price of

$ 17.00 per unit (the “October 2024 Follow-on Offering Price”), generating gross proceeds of approximately $ 36 million, and

net proceeds (after deducting discounts and offering expenses) of approximately $ 32.3 million.

In connection with the October 2024 Follow-on

Offering, the Company granted the lead managing underwriter an option (“October 2024 Follow-on Over-allotment Option”), exercisable

for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the “October 2024 Follow-on

Over-allotment Shares”) and 317,646 Warrants to purchase 158,823 shares of Common Stock (the “October 2024 Follow-on Over-allotment

Warrants”) from the Company at the October 2024 Follow-on Offering Price, less underwriting discounts and other October 2024 Follow-on

Offering expenses, to cover over-allotments in the October 2024 Follow-on Offering.

On October 23, 2024, the underwriter partially exercised

the Over-allotment Option for the Over-allotment Warrants (which option closed on October 25, 2024 for nominal consideration).

28, 2024, the underwriter exercised the Over-allotment Option in full with respect to the Over-allotment Shares, and on October 29, 2024,

the closing of the purchase of the Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 5.4 million

and net proceeds of approximately $ 4.9 million.

In connection with the October 2024 Follow-on Offering, the Company issued such lead

managing underwriter 105,882 warrants exercisable for 105,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry

on October 29, 2029 .

In connection with the October 2024 Follow-on Over-allotment Option, the Company also issued such lead managing

underwriter 15,882 warrants exercisable for 15,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October

October 1, 2024 and the date that the consolidated financial statements were issued, 179,375 underwriter warrants with an exercise

price of $ 5.00 per share were exercised on a cashless basis to purchase 141,484 Common Stock, 132,600

Company has evaluated all events or transactions that occurred after September 30, 2025 through the date that the consolidated financial

statements were issued.

During this period, there were no material subsequent events requiring disclosure except as stated as follows:

October 1, 2025 and the date that the consolidated financial statements were issued, 41,450

warrants were exercised to purchase 20,725

7 unchanged sentences

per share generating proceeds of approximately $ 105,000 ,

stock options were exercised to purchase 240,000

common shares at an exercise price of $ 3.00

per share generating proceeds of approximately $ 720,000 .

November 24, 2024, the Company, entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited

institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell an aggregate of $ 60,000,048

of securities of the Company in a private placement (the “November 2024 Private Placement”), consisting of (i) 2,500,002

shares (“Shares”) of common stock of the Company and (ii) warrants to purchase up to 2,500,002 shares of common stock (the

The Private Placement closed on November 27, 2024.

After deducting the placement agent fees and estimated offering

expenses payable by the Company, the Company received net proceeds of approximately $ 55,122,000 .

The Company intends to use these net

proceeds for general working capital and general corporate purposes, which could include potential acquisitions of complementary businesses

Pursuant to the November 2024 SPA, the Company issued and sold in the Private Placement the Shares and associated Warrants

at a combined purchase price of $ 24.00 per share.

The Warrants have a term of five (5) year with an exercise price of $ 26.00 per share

and will be exercisable immediately upon issuance of the Warrants.

On November 24, 2024, in connection with the Private Placement, the

Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to

which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering

the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no later than January 15, 2025 (the

date of filing, the “Filing Date”), with such registration statement to be effective within 30 days of the Filing Date (if

such registration statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration statement

is subject to limited or full review by the SEC).

The Investors are also entitled (subject to certain exceptions) to customary piggyback

registration rights during the period in which the registration statement is effective.

The Company is subject to customary requirements

to pay liquidated damages to the Investors in the event it does not meet certain filing and effectiveness deadlines set forth in the

Registration Rights Agreement in an amount equal to 1 % of each Investor’s subscription amount, plus interest, as applicable, on

a monthly basis until such event giving rise to the liquidated damages is cured.

The Benchmark Company, LLC acted as placement agent

for the Private Placement and received a cash fee equal to 6.0 % of the gross proceeds received by the Company in the Private Placement,

a non-accountable expense allowance equal to 1 % of the gross proceeds received by the Company from the Private Placement, and reimbursement

of up to $ 175,000 in legal expenses.

December 18, 2024, the Company entered into an asset purchase agreement with Ultra Safe Nuclear Corporation and certain of its subsidiaries

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

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

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

equity interests of two non-U.S.

entities (collectively, “USNC Assets”), for a total purchase price of $ 8.5 million in cash

through an auction process (“Auction”) conducted pursuant to Section 363 of the U.S.

Bankruptcy Code in connection with USNC’s

pending Chapter 11 bankruptcy proceedings.

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

to satisfaction of customary closing conditions in a bankruptcy proceeding.

On December 18, 2024, the United States Bankruptcy Court

for the District of Delaware, the Bankruptcy Court overseeing USNC’s bankruptcy held a hearing where it approved the sale of the

USNC Assets to us.

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

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

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

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

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

USNC Assets, of $36,190,000.

RSUs vested but have not been issued as of the date of this Report.

October 7, 2025, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with six institutional

investors (the “Investors”), pursuant to which the Company agreed to offer and sell 8,490,767 shares (“Shares”)

of common stock of the Company, par value $ 0.0001 per share (the “Common Stock”), in a private placement (the “Private

Placement”) for gross proceeds of approximately $ 400,000,000 .

Pursuant to the Purchase Agreement, the Company issued and sold the

Shares in the Private Placement at a purchase price of $ 47.11 per share.

The Private Placement closed on October 10, 2025.

After deducting

the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 378,600,000 .

The Company intends to use these net proceeds to advance development, construction and regulatory licensing activities for its lead

micro nuclear reactor program, the KRONOS MMR ™ Energy System, continue development of its other micro reactor projects

and other nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes.

to the Purchase Agreement the Company included a resale prospectus in the next amendment to its registration statement on Form

S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2025 (File No.:

333-288982) covering

the resale of the Shares (the “Resale Registration Statement”) which was amended and filed on October 22, 2025

(the date of filing, the “Filing Date”), and with the Resale Registration Statement to be effective within 30 days following

the later of (i) the Filing Date, and (ii) the second business day after the date on which the United States Federal government shutdown

has concluded and the Securities and Exchange Commission has reopened for operations, if it is not subject to review by the SEC.

Company will have an additional 30 days to cause the Resale Registration Statement to become effective, if it is subject to full review

The Purchase Agreement includes standard representations, warranties and covenants of the Company and Investors, including

a restriction on future issuances of the Company’s capital stock or filing a registration statement or any amendment or supplement

thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness of the Resale Registration Statement.

Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “Placement

Agent”) under a placement agency agreement with the Company (“Placement Agency Agreement”), pursuant to which it received

a cash fee equal to 5.0 % of the gross proceeds received by the Company in the Private Placement, and reimbursement of $ 200,000 in legal

Articles of Incorporation of the Registrant (1)

30 unchanged sentences

Amendment No.1 to Partnership Agreement, dated November 5, 2024, between the Registrant and LIS Technologies Inc.(17)

Purchase Agreement dated December 18, 2024 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries

(8)^^

Form of Securities Purchase Agreement, dated November 24, 2024, between the Company and the Investors (7)

Form of Registration Rights Agreement, dated November 24, 2024, between the Company and the Investors (7)

Asset Purchase Agreement dated December 18, 2024 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (8)^^

Form of Securities Purchase Agreement, dated November 24, 2024, between the Registrant and the Investors (7)

Form of Registration Rights Agreement, dated November 24, 2024, between the Registrant and the Investors (7)

First Amendment to Asset Purchase Agreement, dated January 10, 2025 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (9)^^

Option Agreement, dated as of January 10, 2025, by and among Yu, the Yu Entities and the Registrant (9)+

Employment Agreement, dated March 6, 2025, by and between the Registrant and Dr.

Florent Heidet (10)

Stock Option Agreement, dated March 6, 2025, by and between the Registrant and Dr.

Florent Heidet (10)

Nano Nuclear Energy Inc.

2025 Equity Incentive Plan (11)

Form of Restricted Stock Unit Award Agreement (11)

Form of Securities Purchase Agreement, dated May 26, 2025, by and between the Registrant and the Investors (12)

Independent Director Agreement, dated June 1, 2025, by and between the Registrant and Dr.

Seth Berl (13)

Sales Agreement, dated July 25, 2025, by and among the Registrant, TD Securities (USA) LLC, UBS Securities LLC and Piper Sandler & Co.^

Sponsored Research Agreement, dated April 8, 2022, by and between The Board of Trustees of The University of Illinois on behalf of The University of Illinois at Urbana-Champaign (UIUC) and Ultra Safe Nuclear Corporation (USNC)^^^

Amendment No.

1 to Sponsored Research Agreement dated January 9, 2023, by and between UIUC and USNC (14)

Amendment No.

2 to Sponsored Research Agreement dated March 29, 2025, by and between UIUC and the Registrant ^

Purchase Agreement, dated as of August 14, 2025, by and among the Liquidating Trust, GFPL, the Registrant and KRONOS MMR.

Form of Securities Purchase Agreement, dated October 7, 2025, by and between the Registrant and the Investors (16)

Amended and Restated Code of Business Conduct and Ethics (adopted December 27, 2024) (17)

1 unchanged sentence

List of Subsidiaries*

Consent of WithumSmith+Brown, PC*

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

10 unchanged sentences

XBRL Taxonomy Extension Schema Document*

Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

2 unchanged sentences

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)*

Filed as an exhibit to the registrant’s Registration

on Form S-1 (File No.

as an exhibit to the registrant’s Registration on Form S-1 (File No.

333-278076), filed with the SEC on May 1, 2024.

Filed as an exhibit to the registrant’s Current Report

on Form 8-K, filed with the SEC on May 13, 2024.

Filed as an exhibit to the registrant’s Current Report

on Form 8-K, filed with the SEC on July 15, 2024.

Filed as an exhibit to the registrant’s Current Report

on Form 8-K, filed with the SEC on October 18, 2024.

Filed as an exhibit to the registrant’s Current Report

on Form 8-K, filed with the SEC on October 25, 2024.

Filed as an exhibit to the registrant’s Registration

on Form S-1 (File No.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on July 15, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 18, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 25, 2024.

as an exhibit to the registrant’s Registration on Form S-1 (File No.

333-282750), filed with the SEC on October 21, 2024.

Filed as an exhibit to the registrant’s Current Report on Form 8-K,

filed with the SEC on November 27, 2024.

Filed as an exhibit to the registrant’s Current Report on Form 8-K,

filed with the SEC on December 26, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on November 27, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on December 26, 2024.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on January 14, 2025.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on March 12, 2025.

as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 28, 2025.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on May 29, 2025.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on June 5, 2025.

as an exhibit to the registrant’s Registration on Form S-1 (File No.

333-288982), filed with the SEC on September 9, 2025.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on August 20, 2025.

as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 10, 2025.

as an exhibit to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC

on December 30, 2024.

as an exhibit to the registrant’s Registration on Form S-1 (File No.

333- 284282), filed with the SEC on January 14, 2025.

Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are

5 unchanged sentences

a copy of any omitted portion to the SEC upon request.

In accordance with Item 601(a)(5) of Regulation S-K, certain schedules

or similar attachments to this exhibit have been omitted from this filing.

In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

December 18, 2025

NUCLEAR ENERGY INC.

8 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 9A. Controls and Procedures