Nano Nuclear Energy Inc. (NNE)

CIK: 0001923891. SIC: 4911 Electric Services. Latest 10-K as of: 2025-12-18.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Electric, Gas, And Sanitary Services > SIC 4911 Electric Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1923891. Latest filing source: 0001493152-25-028285.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-12-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001923891.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001923891.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001493152-26-023071.

Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You
should read the following discussion and analysis of our financial condition and results of operations of the unaudited financial statements
and related notes included elsewhere in this Report. Data as of and for the year ended September 30, 2025 has been derived from our audited
consolidated financial statements. Data as of and for the three and six months ended March 31, 2026 and 2025 has been derived from our
unaudited condensed consolidated financial statements appearing in this Report.

The
following discussion contains forward-looking statements, such as those relating to our plans, objectives, expectations, intentions,
and beliefs, which involve significant risks, uncertainties and assumptions. Our actual results could differ materially from those discussed
in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those
identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” in this
Report.

In
particular, readers should note that in this Report, we provide our current estimated timelines for advancing and commercially launching
our business lines, including key assumptions and variables. Based on our management’s experience, expertise and communications
with applicable regulators and other stakeholders (such as third-party contractors), we believe we have a sufficient basis to provide
reasonable timing estimates for our efforts, and our expectation is that we will meet such timing for our proposed business lines. However,
readers are cautioned that our business plans are evolving and remain subject to the completion of ongoing technical, regulatory, and
operational preparations, which are inherently uncertain and risky given the nature of our business and may be affected by factors beyond
our control. Accordingly, no assurances can be given that we will be able to progress and commercially launch our several business lines
as currently anticipated, or that such progress or commercial launches will occur in the timeframes we anticipate, if at all. For further
information, please see the “Cautionary Note Regarding Forward-Looking Statements” and the “Risk Factors” section
of this Report and in our Annual Report on Form 10-K for the year ended September 30, 2025, which was filed on December 18, 2025.

All
references to “we,” “us,” “our” and the “Company” refer to NANO Nuclear Energy Inc.,
a Nevada corporation and its consolidated subsidiaries unless the context requires otherwise.

Overview

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

To
date, we have not generated any material revenues. For the three and six months ended March 31, 2026 and the year ended September 30,
2025, our net loss was approximately $9.2 million, $15.7 million and $40.1 million, respectively, and our accumulated deficit was approximately
$73.5 million, $73.5 million and $57.5 million, respectively.

We
are principally focused on the following four business lines as part of our development strategy:

●

Nuclear
Reactor Business. We are developing the next generation of advanced nuclear microreactors, with our current principal allocation
of time and capital resources directed toward the development of our KRONOS MMR™ Energy System. This high technology
readiness level (or TRL), high-temperature gas-cooled reactor (or HTGR), Tristructural-Isotropic (or TRISO) fueled is designed for
both small- and large-scale operations, optimizing between size and output to allow for modularity and easier mass manufacturing,
and efficient scalable energy generation. Our company, in collaboration with the University of Illinois at Urbana-Champaign (“UIUC”),
will construct, obtain regulatory approval for, and deploy a KRONOS MMR™ research and test reactor on the UIUC campus. On April
2, 2026, we issued a press release announcing the formal submission of the Construction Permit Application by The Grainger College
of Engineering at the UIUC, our partner for the KRONOS MMR™ deployment, to the NRC. Our KRONOS MMR™ reactor
at UIUC is being developed as a research microreactor intended primarily for demonstration, testing, and research purposes. We also
intend, subject to applicable approvals and arrangements, to supply power generated by the KRONOS MMR™ reactor to the UIUC
grid. The reactor is expected to be a full-scale system – analogous to the commercial KRONOS MMR™ reactor we intend
to sell and deploy after receiving an operating license. The UIUC project will also serve as the reactor which the NRC will be evaluating
as part of its licensing process for the entire system under the Part 50 licensing rules and regulations. Subject to the NRC review
timeline, completion of required safety and environmental reviews, construction activities, and successful commissioning, we expect
the KRONOS MMR™ to achieve initial operation or research availability around 2030. The KRONOS MMR™ reactor is currently
under development and is subject to applicable licensing processes required for its potential commercialization as a power-producing
product. Until the reactor is fully developed and required approvals are obtained, our development activities are focused on technology
demonstration, fuel qualification, and design validation.

Our
portfolio of reactors also includes the LOKI MMR™ reactor, a portable nuclear reactor designed for versatility in application
and deployment, and particularly utilized for space applications, which is also a HTGR utilizing TRISO fuel, and ZEUS™
reactor, a portable modular solid core battery reactor ideal for military applications. Through the collaboration of our world-renowned
nuclear scientists and engineers, the U.S. national nuclear laboratories, and government support, we believe our reactors will have
the potential to impact the global energy landscape. Our goal is to commercially launch these products in the 2030s, and we are aiming
to commercially launch the KRONOS MMR™ Energy System first in the early 2030s as we are currently dedicating a substantial
majority of time and resources to such project. There can be no assurance that we will attain our construction, licensing
and commercialization goals for our microreactors as currently anticipated.

24

●

Fuel
Supply Chain Business. Through our subsidiary, HALEU Energy Fuel Inc., and in coordination with the DOE, we are also seeking
to develop a domestic LEU and HALEU fuel supply chain to supply fuel not only for our own reactors, but also to the broader advanced
nuclear reactor industry. In December 2024, we announced that LIST, our related party through common ownership and management (see
Note 9), and our Company were selected by the DOE to participate as one of six contract awardees in the DOE’s LEU Acquisition
Program. Under the contract awarded to LIST, LIST was selected as the prime contractor, with our Company as the key subcontractor
bringing our technical and regulatory expertise in advanced nuclear solutions to the collaboration (see Note 9 for further
information). We are also evaluating ways to participate in other key aspects of the nuclear fuel supply chain in areas such as
conversion through commercial agreements or acquisitions to achieve our goal of vertical integration across key aspects of the
nuclear fuel cycle. Based on our active engagement regarding potential acquisitions or partnerships, we anticipate launching our
fuel supply chain business in the second half of 2026, which is dependent on our success in consummating such transactions. As of
the date of this Report, we have not yet entered into any definitive agreement for commercially launching our fuel supply chain
business. There can be no assurance that we will proceed with the launch as currently anticipated.

●

Fuel
Transportation Business. Through our subsidiary, Advanced Fuel Transportation Inc., we are developing
a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel, which we expect to integrate into
our fuel transportation business. Our fuel transportation business will build on existing work completed at the INL, ORNL and PNNL, the
world’s premier U.S.-backed nuclear research facilities. Commercial launch of this business has been dependent on our progress in
acquiring assets and businesses within the nuclear transport industry to provide our company with the capabilities to internally move
the materials, reactors, and fuels inherent within a reactor deployment operation. We are actively evaluating the potential acquisition
of an existing, revenue-generating business focused on the transportation of nuclear fuel and nuclear waste that could provide internal
and external capabilities to support future nuclear fuel logistics requirements for our company and third parties. There can be no assurance
that we will proceed with any such acquisition as currently anticipated.

●

Nuclear
Consultation and Technical Services. We also see an opportunity to provide nuclear technical support and consultation
services for the resurgent and expanding nuclear energy industry in the future, primarily by acquiring businesses whose technical expertise
will provide internal capabilities necessary to support us in developing and deploying its reactors or advancing its fuel supply chain
business. Regulatory approval is not required to provide such services. As of the date of this Report, we have not yet formally launched
our nuclear consultation business, although we generated a small amount of revenue from providing such services during our 2025 fiscal
year. The timing and formal launch of this business, should we elect to proceed, will depend on our ability to identify and complete its
evaluation of potential acquisition targets and to consummate one or more such acquisitions, as well as the satisfaction of applicable
conditions.

Our
Mission

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

Overview
of Operational Plan and Estimated Timelines for Corporate Achievements  

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

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2025-12-18. Report date: 2025-09-30.

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

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

Overview

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

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

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

57

Overview
of Operational Plan and Estimated Timelines for Corporate Achievements

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

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

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

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

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

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

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

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

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

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

58

Factors
and Trends Affecting Our Business and Results of Operations

Our
Ability to Develop Our Microreactors

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

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

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

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

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

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

Development of Fuel Cycle Processing Business

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

59

Development of Fuel Transportation Business

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

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

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

Our
Business Services and Consulting Business

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

Obtaining
Regulatory Licensing

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

60

Technology
Acquisitions and Collaborations

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

Results
of Operations

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

Revenue

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

Expenses

Research
and Development Expense

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

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

General
and Administrative Expense

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

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

Revaluation
of contingent consideration

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

61

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

Other
Income

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

Liquidity
and Capital Resources

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

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

Going
Concern

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

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

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

62

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

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

For the Year Ended

September 30, 2025

For the Year Ended

September 30, 2024

Net cash used in operating activities

$

(19,621,963

)

$

(8,464,146

)

Net cash provided by investing activities

(17,524,377

)

(3,700,000

)

Net cash provided by financing activities

211,904,135

33,718,608

Net increase in cash

174,757,795

21,554,462

Cash
Flows used in Operating Activities

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

Cash
Flows used in Investing Activities

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

Cash
Flows provided by Financing Activities

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

Commitments

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

Off-Balance
Sheet Arrangements

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

63

Critical
Accounting Estimates

Leases

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

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