Nano Nuclear (NASDAQ: NNE) acquires STS in up to $13M logistics deal
Rhea-AI Filing Summary
NANO Nuclear Energy Inc. completed the acquisition of Secured Transportation Services LLC (STS) on May 22, 2026 for up to $13.0 million in cash and restricted stock, giving it full ownership of the specialized nuclear logistics company.
The structure includes $6.0 million in cash at closing (subject to a $0.5 million escrow-based adjustment) and stock issued at closing and on five annual anniversaries, capped at 10,364,476 shares. STS generated approximately $7.1 million in revenue and $1.3 million in net income for the twelve months ended December 31, 2025, adding revenue and profits to NANO Nuclear’s business.
NANO Nuclear agreed to register the stock consideration on a resale shelf registration and granted the sellers piggyback registration rights. Founder Roy A. Boyd II becomes President of STS and an executive officer of NANO Nuclear under an employment agreement with a $350,000 base salary, performance bonus opportunity and severance protections.
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Insights
NANO Nuclear buys STS to gain nuclear logistics revenue and vertical integration.
NANO Nuclear is purchasing STS for up to $13.0 million, mixing cash and restricted stock with a share cap of 10,364,476. STS adds audited revenue of about $7.1 million and net income of $1.3 million for the year ended December 31, 2025.
The deal deepens NANO Nuclear’s vertical integration across the nuclear fuel cycle by bringing in-house regulated logistics and transportation capabilities that are operationally complex and highly regulated. Consideration is partly deferred through anniversary stock installments and deferred stock tied to continued employment and restrictive covenants.
The company plans to file a resale shelf registration (Form S-1 or S-3) within 90 days of closing to cover stock issued in the transaction, giving sellers liquidity over time. Roy Boyd’s multi-year employment agreement and severance terms aim to retain key expertise critical to integrating STS and sustaining its revenue contribution.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
Registration Rights Agreement financial
Escrow Account financial
Deferred Stock Consideration financial
emerging growth company regulatory
shelf registration statement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
STS Membership Interest Purchase Agreement
On May 22, 2026, Nano Nuclear Energy Inc., a Nevada corporation (the “Company” or “Nano”), and its wholly-owned subsidiary Advanced Fuel Transportation Inc. a Nevada corporation (the “Buyer,” and together with the Company, the “Buyer Parties” and each a “Buyer Party”), entered into a Membership Interest Purchase Agreement (such agreement, together with all schedules, exhibits and attachments thereto, the “Purchase Agreement”) with Roy A. Boyd II (“Mr. Boyd”), Onium Capital, LLC, a Georgia limited liability company (“Onium” and together with Mr. Boyd, the “Sellers”), and Secured Transportation Services LLC, a Delaware limited liability company (“STS”), pursuant to which the Sellers agreed to sell to the Buyer and the Buyer agreed to purchase from the Sellers 100% of the issued and outstanding membership interests of STS (the “STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”).
Pursuant to the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately $6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180 days following the Closing Date, which adjustment may increase or decrease the Closing Cash Consideration by up to $0.5 million (“Adjustment Cap,” to be held in an Escrow Account described below); (ii) $1.0 million in Nano’s restricted shares of common stock (the “Common Stock”) at closing, with the number of shares issuable determined based on the ten-day volume weighted average price of the Common Stock (“VWAP”) as of the date immediately preceding the Closing Date (“Closing Stock Consideration”); and (iii) an aggregate of $6.0 million of Common Stock payable in five installments of $1.4 million, $1.4 million, $1.4 million, $1.4 million, $0.4 million, respectively, on each of the first, second, third, fourth and fifth anniversaries of the Closing Date (the “Anniversary Stock Consideration,” and together with the Closing Stock Consideration, the “Aggregate Stock Consideration”), with the number of shares issuable for each installment determined based on the applicable ten-day VWAP as of the date immediately preceding the applicable payment dates; provided, however, that in no event shall more than an aggregate of 10,364,476 shares of Common Stock be issuable to the Sellers pursuant to the Purchase Agreement. Of such Anniversary Stock Consideration, an aggregate of $2.0 million worth of Common Stock shall be allocated ratably among the first, second, third, fourth and fifth anniversaries of the Closing Date (or in such other allocation amounts as may be agreed upon by the parties in writing) as deferred stock consideration (the “Deferred Stock Consideration”), the issuance of which shall be subject to certain conditions, including Mr. Boyd’s continued employment with the Company or its affiliates and compliance by each of the Sellers with a restrictive covenant agreement entered into as of the Closing Date.
The shares issuable pursuant to the Aggregate Stock Consideration shall be issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Concurrently with the execution of the Purchase Agreement, on May 22, 2026, the Buyer and the Sellers entered into an escrow agreement (the “Escrow Agreement”) with Citibank, N.A., as escrow agent (the “Escrow Agent”), pursuant to which $0.5 million was deposited as the Adjustment Cap into an interest-bearing escrow account (the “Escrow Account”), to be held and disbursed by the Escrow Agent under the terms of the Purchase Agreement and the Escrow Agreement. All fees and expenses of the Escrow Agent shall be evenly split between the Buyer and the Sellers.
On the Closing Date, an aggregate of (i) 38,581.29 shares of common stock of the Company were issued to the Sellers as the Closing Stock Consideration and (ii) $5,192,701.81 was paid in cash (net of Indebtedness and Transaction Expenses, each as defined in the Purchase Agreement) to the Sellers. As a result of the STS Acquisition, STS became a subsidiary of Nano through the Buyer.
Related STS Agreements
The STS Acquisition contemplates the execution of various additional agreements and instruments, on or before the Closing Date, including, among others, the following:
Registration Rights Agreement
In connection with the STS Acquisition, on May 22, 2026, the Company, Mr. Boyd and Onium entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a resale registration statement on Form S-1 or S-3, as applicable (the “Shelf Registration Statement”) covering the Aggregate Stock Consideration (including the Deferred Stock Consideration) that has been or is contemplated to be issued by the Company to the holders pursuant to the Purchase Agreement, within ninety (90) days following the Closing Date (the “Filing Deadline”).
The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as is reasonably practicable after filing but no later than the earlier of (i) sixty (60) days following the Filing Deadline and (ii) three (3) business days after the SEC notifies the Company that it will not review such Shelf Registration Statement (the “Effectiveness Deadline”). If the Shelf Registration Statement is reviewed by, and the Company receives comments from, the SEC, the Effectiveness Deadline shall be extended by thirty (30) days to ninety (90) days following the Filing Deadline. The Registration Rights Agreement also provides for subsequent resale registrations if an existing resale registration ceases to remain effective.
Pursuant to the Registration Rights Agreement, if the Company proposes to file a registration statement for an offering of its common stock, subject to certain exceptions, the Sellers will have customary piggyback registration rights to include their registrable securities in such registration, subject to customary cutback provisions. In the case of an underwritten offering or shelf takedown, the amount of registrable securities to be included in such offering may be reduced by the Company or the managing underwriter if deemed commercially reasonable or advisable, with priority generally given first to securities to be sold by the Company and then to other holders entitled to registration rights.
The Registration Rights Agreement will terminate on the date that such holders no longer hold any registrable securities.
Restrictive Covenant Agreements with Roy A. Boyd II, Angela Boyd and Onium
In connection with the consummation of the STS Acquisition, on May 22, 2026, the Sellers and Angela Boyd (Mr. Boyd’s wife) (each an “Equityholder” and collectively, the “Equityholders”) each entered into an Equityholder Restrictive Covenant Agreement with the Buyer (collectively, the “Restrictive Covenant Agreements”) on substantially similar terms.
Pursuant to the Restrictive Covenant Agreements, the Equityholders agreed to customary confidentiality obligations with respect to confidential information relating to the Buyer Parties and the transactions contemplated by the Purchase Agreement. The Restrictive Covenant Agreements also contain customary restrictive covenant provisions, including non-competition, non-solicitation and non-disparagement obligations. Such restrictions generally apply during the five-year restricted period following the Closing Date, subject to certain customary exceptions and permitted activities.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and the Restrictive Covenant Agreements are subject to and qualified in their entirety by reference to the full text of the Purchase Agreement and its exhibits and attachments, which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this report and are incorporated in this report by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. The closing of the transactions contemplated by the Purchase Agreement occurred on May 22, 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with STS Acquisition contemplated by the Purchase Agreement, on May 22, 2026, the Board of Directors (the “Board”) of the Company determined that Mr. Boyd should be an “executive officer” of the Company by continuing to serve as the President of STS, reporting to the Company’s Chief Executive Officer. The biographical information regarding Mr. Boyd is listed below:
Roy A. Boyd, II, 59, joined the Company as President of STS on May 22, 2026. Mr. Boyd founded STS in 2005 and has served as its principal executive officer continuously since founding. Under his leadership, STS has developed specialized capabilities in regulated transportation and logistics services for government, national laboratory, and commercial clients. He retains overall responsibility for strategy, operations, regulatory compliance, customer relationships, and financial performance of the STS business unit. In addition to his role at STS, Mr. Boyd serves as majority member and member of the Board of Directors of Onium Capital, LLC, a private investment company, in which capacities he has served since 2022. Mr. Boyd is also a majority member of Onium Machining and Fabrication, LLC, a privately-held precision machining and fabrication company, which he co-founded in 2022.
On May 22, 2026, the Company and STS entered into an employment agreement with Mr. Boyd, to memorialize the terms and conditions of Mr. Boyd’s employment as President of STS (the “Boyd Employment Agreement”).
Under the Boyd Employment Agreement, Mr. Boyd is entitled to an annual base salary of $350,000, subject to the adjustment by the Company’s Chief Executive Officer from time to time. Pursuant to the Boyd Employment Agreement, Mr. Boyd is eligible for an annual target performance bonus of 40% of his then-current base salary, with a maximum potential bonus of up to 60% of his then-current base salary, plus the participation in the Company’s 2025 Equity Incentive Plan and other customary employee benefit plans and programs subject to the applicable terms of the Boyd Employment Agreement.
The Boyd Employment Agreement provides for severance payments in the event the Company terminates Mr. Boyd’s employment without “Cause” or Mr. Boyd resigns for “Good Reason” (each as defined in the Boyd Employment Agreement). In such event, Mr. Boyd will be entitled to receive accrued compensation, a severance payment equal to twelve months of base salary payable in accordance with the Company’s normal payroll practices, a pro-rated annual bonus based on actual performance, and Company-paid medical insurance premiums under COBRA coverage for up to twelve months, subject to Mr. Boyd’s execution and non-revocation of a general release. If Mr. Boyd’s employment is terminated for Cause, due to death or disability, or if Mr. Boyd resigns without Good Reason, Mr. Boyd will only be entitled to accrued compensation through the date of termination. The Boyd Employment Agreement also contains restrictive covenant provisions applicable during Mr. Boyd’s employment and following termination in certain circumstances.
Mr. Boyd shall serve as the President of STS for an initial period of five (5) years from May 22, 2026 to May 21, 2031 (“Boyd Initial Term”), with an automatic renewal of one (1) year. If either party wishes to terminate the Boyd Employment Agreement upon the expiration of the Boyd Initial Term, such party shall provide at least sixty (60) days’ written notice to the other party. Notwithstanding anything herein to the contrary, Mr. Boyd’s employment with STS is “at-will” and may be terminated by either party at any time, with or without cause.
The foregoing description of the Boyd Employment Agreement is subject to and qualified in its entirety by reference to the full text of the Boyd Employment Agreement, which is attached as Exhibit 10.4 to this report and is incorporated in this report by reference.
Item 7.01 Regulation FD Disclosure.
On May 26, 2026, the Company issued a press release announcing the acquisition of STS. The press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* ^ | Membership Interest Purchase Agreement , dated May 22, 2026, by and among Nano Nuclear Energy Inc., Roy A. Boyd II, Onium Capital, LLC, Secured Transportation Services LLC and Advanced Fuel Transportation Inc. | |
| 10.2 | Registration Rights Agreement, dated May 22, 2026, by and among Nano Nuclear Energy Inc., Roy A. Boyd II and Onium Capital, LLC. | |
| 10.3 | Form of Equityholder Restrictive Covenant Agreement, dated May 22, 2026 | |
| 10.4* ^ | Employment Agreement, dated May 22, 2026, by and among Nano Nuclear Energy Inc., Secured Transportation Services LLC, and Roy A. Boyd II. | |
| 99.1 | Press Release of Nano Nuclear Energy Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain portions of the exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon request.
^ Certain portions of this Exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 29, 2026 | NANO Nuclear Energy Inc. | |
| By: | /s/ James Walker | |
| Name: | James Walker | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
NANO Nuclear Acquires Secured Transportation Services LLC, Establishing a Fully Integrated Nuclear Fuel Logistics and Transportation Platform and Joining a Select Group of Revenue-Generating Microreactor Developers
Acquisition adds more than 20 years of specialized nuclear transportation experience, accelerating NANO Nuclear’s fuel supply chain and reactor deployment capabilities.
NEW YORK, N.Y., May 26, 2026 — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear” or “the Company”), a leading advanced nuclear micro modular reactor and technology company focused on developing clean energy solutions, today announced the acquisition of Secured Transportation Services LLC (STS), a specialized U.S. based, globally operating nuclear logistics, transportation and services company specializing in the safe, secure and compliant movement of radioactive and nuclear materials.
This acquisition represents a significant strategic milestone in NANO Nuclear’s evolution into a vertically integrated nuclear energy company by adding one of the most important and challenging elements of the nuclear fuel cycle: the capability to plan, coordinate, license, secure and execute nuclear materials transportation and related deployment activities.
With the addition of STS, NANO Nuclear is taking a decisive step toward becoming a leader in the next generation of nuclear energy infrastructure, with capabilities designed to support reactor deployment and the broader ecosystem required to enable commercialization at scale.
One of the most significant barriers to scaling advanced nuclear technologies is not the reactor itself, but the infrastructure required to support it, particularly fuel transportation. The transport of nuclear materials, particularly spent fuel, HALEU fuel and advanced reactor components, is one of the most highly regulated and operationally complex segments of the nuclear fuel cycle, with emerging capacity constraints expected as next-generation reactor deployments accelerate.
With STS part of the organization, NANO Nuclear is competitively well positioned to:
| ● | Control and coordinate critical nuclear fuel transportation logistics. | |
| ● | Support deployment planning for microreactors and related advanced nuclear systems. | |
| ● | Reduce reliance on third-party nuclear logistics providers for core transportation and deployment functions. | |
| ● | Navigate complex regulatory, security and route-approval requirements. | |
| ● | Develop repeatable deployment models for defense, data center, industrial, remote and international customers. | |
| ● | Support a broader ecosystem of nuclear fuel-cycle services expected to be required by NANO Nuclear and other nuclear industry participants. |
Founded in 2005, STS brings more than two decades of specialized nuclear transportation experience and a strong track record of executing complex nuclear materials projects safely, securely and efficiently. STS personnel have completed projects in more than 40 countries, providing NANO Nuclear with operational experience in navigating various regulatory requirements, physical challenges and political environments. STS currently holds approvals for more than 90% of the active U.S. NRC approved spent fuel routes in the United States.
STS brings a team of highly experienced professionals with backgrounds spanning nuclear engineering, logistics, regulatory affairs, and operations - capabilities that are difficult to procure and essential to transporting fuel and deploying reactors at scale.
In addition, the acquisition of STS provides NANO Nuclear with revenue generating operations. For the twelve months ended December 31, 2025, STS generated audited revenues of approximately $7.1 million and net income of approximately $1.3 million, reflecting strong underlying profitability and operational efficiency. Equally as important, NANO Nuclear sees substantial opportunity for growth at STS in the coming years as demand for nuclear fuel transportation and logistics accelerates. STS is expected to benefit from NANO Nuclear’s relationships and exposure to several aspects of the nuclear fuel cycle, as well as NANO Nuclear’s strong financial position through prudent deployment of strategic growth capital.
Figure 1 - NANO Nuclear Acquires Secured Transportation Services Joining a Select Group of Revenue-Generating Microreactor Developers
The acquisition of STS directly supports NANO Nuclear’s broader strategy of building a fully vertically integrated business, spanning:
| ● | Reactor design and development. |
| ● | Fuel sourcing and processing (LEU/HALEU ecosystem). |
| ● | Fuel transportation and logistics. |
| ● | Reactor deployment and installation. |
| ● | Long-term operational support. |
By integrating STS into its operations, NANO Nuclear gains the ability to coordinate the movement of nuclear fuel and reactor systems from origin to deployment site, a capability that is expected to become increasingly valuable as demand for microreactors accelerates globally.
“This acquisition is about more than logistics, it’s about unlocking the full potential of advanced nuclear,” said Jay Yu, Chairman and President of NANO Nuclear. “With STS, we now control a vital link in the nuclear value chain that very few companies possess globally. This capability will allow us to move faster, deploy quicker, and deliver our technologies anywhere in the world. We are building infrastructure for the next generation of nuclear energy, and this is a major step forward.”
Figure 2 - NANO Nuclear Establishes a Fully Integrated Nuclear Fuel Logistics and Deployment Platform.
“This is a transformational acquisition for NANO Nuclear,” said James Walker, Chief Executive Officer of NANO Nuclear. “STS brings the kind of deep, specialized expertise that is essential to making advanced nuclear a reality at scale. Transportation is one of the most overlooked, but most critical, pieces of the nuclear value chain. By bringing STS into the NANO Nuclear ecosystem, we are removing a major bottleneck and positioning ourselves as one of the few companies capable of delivering a truly end-to-end nuclear solution. This acquisition doesn’t just strengthen our logistics capabilities, it accelerates everything: our fuel strategy, our deployment timelines, and our ability to serve customers across North America and internationally.”
As the global energy system shifts toward clean, reliable, and decentralized power, microreactors are expected to play a pivotal role. However, their success depends on the ability to safely and efficiently move fuel and systems where they are needed.
“For more than two decades, STS has built its reputation by executing complex nuclear transportation projects safely, securely and reliably,” said Roy Boyd, Founder & President of STS, who will continue in this role post-acquisition. “Joining NANO Nuclear gives STS the resources and platform to expand our capabilities while maintaining the safety-first culture, regulatory discipline and customer focus that have defined our company since its founding. We are benefitting from the industry’s growth and believe we are well-prepared to meet expected demand. We believe our logistics, training, consulting, security coordination, engineering and project execution experience will be highly complementary to NANO Nuclear’s broader advanced nuclear strategy and advance the overall mission to meet growing demand for nuclear energy.”
STS was acquired by NANO Nuclear’s existing transportation subsidiary, Advanced Fuel Transportation Inc., for total consideration valued at up to $13 million. The total purchase price is comprised of $6 million paid in cash at closing, subject to closing adjustments, and $7 million in restricted shares of NANO Nuclear’s common stock paid in several installments, a portion of which is subject to certain contractual contingencies. Additional information will be provided in a Form 8-K to be filed by NANO Nuclear with the U.S. Securities and Exchange Commission.
About NANO Nuclear Energy Inc.
NANO Nuclear Energy Inc. (NASDAQ: NNE) is a North American advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor technologies, (ii) nuclear fuel supply chain, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.
Led by a world-class nuclear engineering team, NANO Nuclear’s reactor products in development include its lead project, the patented KRONOS MMR™ Energy System, a stationary high-temperature gas-cooled reactor that is in construction permit pre-application engagement with the U.S. Nuclear Regulatory Commission (NRC) in collaboration with University of Illinois Urbana-Champaign (U. of I.), ZEUS™, a solid core battery reactor, and the space focused, portable LOKI MMR™, each representing advanced developments in clean energy solutions that are modular, on-demand capable, advanced nuclear microreactors.
Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, bolstered by the May 2026 acquisition of Secured Transportation Services (STS), is led by former executives from the largest transportation company in the world and provides nuclear engineering and materials transport services in the U.S. and globally. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy.
HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a HALEU fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.
NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing micro nuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR™ system and other power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon’s surface.
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Cautionary Note Regarding Forward Looking Statements
This news release and statements of NANO Nuclear’s management in connection with this news release contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “explore,” “aim,” “plans”, “believes”, “potential”, “will”, “should”, “could”, “would,” “goal,” “aim,” or “may” or derivatives of these words and other words relating to the future. Specifically, forward-looking statements include those related to the anticipated benefits to NANO Nuclear of the acquisition of STS as well as NANO Nuclear’s development, construction, demonstration, regulatory licensing and commercial plans and strategies generally. These and other forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, which may be beyond our control. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”), Canadian Nuclear Safety Commission (“CNSC”) or related state or non-U.S. nuclear licensing submissions, (ii) risks related to our vertical integration strategy (notably the integration of STS as contemplated herein) and the development of new or advanced technology and the acquisition of complimentary technology or businesses, including difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology, (iii) our ability to obtain contracts and funding to be able to continue operations, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government regulation, policies and licensing requirements, including by the DOE, the U.S. Nuclear Regulatory Commission, including those associated with the recently enacted ADVANCE Act and the May 23, 2025 Executive Orders seeking to streamline nuclear regulation, as well as the CNSC, and (vi) similar risks and uncertainties associated with the operating an early stage business a highly regulated and rapidly evolving industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.