Jiang Yu (NNE) updates Nano Nuclear stake to 17.5% after 888,000-share 10b5-1 sale

Rhea-AI Filing Summary

Nano Nuclear Energy Inc. received an updated ownership report from I Financial Ventures Group LLC and Jiang Yu. As of February 3, 2026, I Financial reports beneficial ownership of 8,924,000 Nano Nuclear common shares, representing about 17.07% of the outstanding stock, including options exercisable within 60 days.

Jiang Yu, the company’s President, Secretary, Treasurer, and Board Chairman, is the sole member and control person of I Financial and is deemed to beneficially own 9,224,000 shares, or about 17.54% of the company, including options. This Amendment No. 2 reflects changes in their holdings following the sale of an aggregate 888,000 shares under a Rule 10b5-1 trading plan adopted on September 23, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Nano Nuclear Energy Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

63010H124

(CUSIP Number)

01/28/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 63010H124

1

Names of Reporting Persons

I Financial Ventures Group LLC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,924,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,924,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,924,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

17.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The 8,924,000 shares of common stock of the Issuer beneficially owned and referred to in Rows 5, 7, and 9 represent the sum of (i) 8,724,000 shares of common stock owned as of February 3, 2026; and (ii) options to purchase 200,000 shares of common stock which are exercisable within 60 days of February 3, 2026. 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 Ventures Group LLC. ("I Financial"), and exercises voting and dispositive power of the securities held of record by I Financial. (2) The percentage in Row 11 is based on 52,081,794 shares of common stock of the Issuer issued and outstanding as of February 3, 2026.

SCHEDULE 13G

CUSIP No. 63010H124

1

Names of Reporting Persons

Jiang Yu

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 300,000.00
6	Shared Voting Power 8,924,000.00
7	Sole Dispositive Power 300,000.00
8	Shared Dispositive Power 8,924,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,224,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

17.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Represents options to purchase 300,000 shares of common stock of the Issuer which are exercisable within 60 days of February 3, 2026, directly owned and referred to in Rows 5, 7 and 9; (2) Represents (i) 8,724,000 shares of common stock of the Issuer as of February 3, 2026; and (ii) options to purchase 200,000 shares of common stock of the Issuer which are exercisable within 60 days of February 3, 2026, all of which are beneficially owned through I Financial (as defined below) and referred to in Rows 6, 8 and 9; 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. (3) The percentage in Row 11 is based on 52,081,794 shares of common stock of the Issuer issued and outstanding as of February 3, 2026. EXPLANATORY NOTE The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13G and 13G/A jointly filed with the SEC by I Financial Ventures Group LLC. and Jiang Yu (each a "Reporting Person" or collectively, the "Reporting Persons") on February 13, 2025 and January 2, 2026, respectively (collectively, the "Schedule 13G"). This Amendment No. 2 amends and supplements the Schedule 13G as specifically set forth herein. The Reporting Persons are filing this Amendment No. 2 to report certain changes in their beneficial ownership of common stocks of the Issuer as a result of the sale of an aggregate of 888,000 shares of common stock pursuant to a Rule 10b5-1 plan adopted on September 23, 2025. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13G. Information given in response to each Item below shall be deemed incorporated by reference in all other Items where such information is relevant and applicable. Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect.

SCHEDULE 13G

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

Item 10. Certifications:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

I Financial Ventures Group LLC.

Signature:	/s/ Jiang Yu
Name/Title:	Jiang Yu, Sole Member
Date:	02/04/2026

Jiang Yu

Signature:	/s/ Jiang Yu
Name/Title:	Jiang Yu
Date:	02/04/2026

Exhibit Information

The Joint Filing Agreement filed as Exhibit 1 to the Schedule 13G filed on February 13, 2025 is incorporated herein by reference.

FAQ

What ownership stake does I Financial Ventures Group hold in Nano Nuclear Energy (NNE)?

I Financial Ventures Group LLC beneficially owns 8,924,000 shares of Nano Nuclear Energy common stock. This represents approximately 17.07% of the company’s outstanding shares as of February 3, 2026, including 200,000 shares underlying options exercisable within 60 days of that date.

How many Nano Nuclear Energy (NNE) shares does Jiang Yu beneficially own?

Jiang Yu is deemed to beneficially own 9,224,000 Nano Nuclear Energy common shares. This equals about 17.54% of the company as of February 3, 2026, combining 300,000 option shares held directly and 8,924,000 shares beneficially owned through I Financial Ventures Group LLC.

Why did Nano Nuclear Energy (NNE) receive this Schedule 13G/A Amendment No. 2?

The amendment was filed to report changes in beneficial ownership after the sale of 888,000 Nano Nuclear Energy shares. These sales occurred under a Rule 10b5-1 trading plan adopted on September 23, 2025, affecting the positions of I Financial Ventures Group LLC and Jiang Yu.

What is the total share count underlying Nano Nuclear Energy (NNE) ownership percentages?

The reported ownership percentages use 52,081,794 Nano Nuclear Energy common shares outstanding as of February 3, 2026. For percentage calculations, the figures also include the relevant options exercisable within 60 days for each reporting person, as detailed in the ownership section.

How are voting and dispositive powers over Nano Nuclear Energy (NNE) shares structured?

I Financial Ventures Group LLC has sole voting and dispositive power over 8,924,000 shares. Jiang Yu has sole power over 300,000 option shares and shared voting and dispositive power over 9,224,000 shares through his control of I Financial as its sole member and control person.

Who are the reporting persons in this Nano Nuclear Energy (NNE) Schedule 13G/A filing?

The reporting persons are I Financial Ventures Group LLC, a Delaware limited liability company, and Jiang Yu, a United States citizen. Jiang Yu serves as Nano Nuclear Energy’s President, Secretary, Treasurer, and Chairman of the Board, and controls I Financial as its sole member.