| Item 1. | |
| (a) | Name of issuer:
Nano Nuclear Energy Inc. |
| (b) | Address of issuer's principal executive offices:
10 Times Square, 30th Floor, NEW YORK, NEW YORK, 10018. |
| Item 2. | |
| (a) | Name of person filing:
I Financial Ventures Group LLC. and Jiang Yu (collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
10 Times Square, 30th Floor, New York, New York 10018 |
| (c) | Citizenship:
I Financial Ventures Group LLC. is a limited liability company formed in Delaware. Jiang Yu is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
63010H124 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of February 3, 2026, the Reporting Person I Financial Ventures Group LLC. ("I Financial") may be deemed to beneficially own 8,924,000 shares of common stock of the Issuer. Jiang Yu, the Issuer's President, Secretary, Treasurer, and Chairman of the Board of Directors, is the sole member and control person of I Financial, and exercises voting and dispositive power of the securities held of record by I Financial. As such, Mr. Yu may be deemed to have beneficial ownership of the securities held of record by I Financial and have voting and dispositive power with respect to such securities. The percentages of the shares of common stock beneficially owned by the Reporting Persons are based on the (i) sum of (A) a total of 8,724,000 shares of common stock owned as of February 3, 2026, and (B) options to purchase 200,000 shares of common stock which are exercisable within 60 days of February 3, 2026 for the Reporting Persons, and (C) for Mr. Yu only, options to purchase 300,000 shares of common stock which are exercisable within 60 days of February 3, 2026, divided by (ii) the sum of (A) 52,081,794 shares of common stock of the Issuer issued and outstanding as of February 3, 2026, and (B) 200,000 shares of common stock which are exercisable by the Reporting Persons within 60 days of February 3, 2026, and (C) for Mr. Yu only, 300,000 shares of common stock which are exercisable by Mr. Yu within 60 days of February 3, 2026. |
| (b) | Percent of class:
The 8,924,000 shares of common stock of the Issuer beneficially owned by the Reporting Person I Financial constituted approximately 17.07 % of the total shares of common stock of the Issuer issued and outstanding as of February 3, 2026. The percentage of the shares of common stock beneficially owned by such Reporting Person is based on the sum of (A) 52,081,794 shares of common stock of the Issuer issued and outstanding as of February 3, 2026, and (B) 200,000 shares of common stock which are exercisable by such Reporting Person within 60 days of February 3, 2026. The 9,224,000 shares of common stock of the Issuer beneficially owned by the Reporting Person Jiang Yu constituted approximately 17.54 % of the total shares of common stock of the Issuer issued and outstanding as of February 3, 2026. The percentage of the shares of common stock beneficially owned by such Reporting Person is based on the sum of (A) 52,081,794 shares of common stock of the Issuer issued and outstanding as of February 3, 2026, and (B) 200,000 shares of common stock which are exercisable by such Reporting Person within 60 days of February 3, 2026, and (C) 300,000 shares of common stock which are exercisable by such Reporting Person within 60 days of February 3, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
I Financial Ventures Group LLC.: 8,924,000 Jiang Yu: 300,000
|
| | (ii) Shared power to vote or to direct the vote:
I Financial Ventures Group LLC.: 0 Jiang Yu: 9,224,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 8,924,000 Jiang Yu: 300,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 0 Jiang Yu: 9,224,000
|
