Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Nano Nuclear Energy Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
63010H124 (CUSIP Number) |
12/24/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,812,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.13 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The 9,812,000 shares of common stock of the Issuer beneficially owned and referred to in Rows 5, 7, and 9 represent the sum of (i) 9,112,000 shares of common stock owned as of December 31, 2025; and (ii) options to purchase 700,000 shares of common stock which are exercisable within 60 days of December 31, 2025. 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 50,581,794 shares of common stock of the Issuer issued and outstanding as of December 31, 2025.
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,112,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.60 % | ||||||||
| 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 December 31, 2025, directly owned and referred to in Rows 5, 7 and 9; (2) Represents (i) 9,112,000 shares of common stock of the Issuer as of December 31, 2025; and (ii) options to purchase 700,000 shares of common stock of the Issuer which are exercisable within 60 days of December 31, 2025, 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 50,581,794 shares of common stock of the Issuer issued and outstanding as of December 31, 2025. EXPLANATORY NOTE The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13G 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 (the "Schedule 13G"). This Amendment No. 1 amends and supplements the Schedule 13G as specifically set forth herein. The Reporting Persons are filing this Amendment No. 1 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
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| 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 December 31, 2025, the Reporting Person I Financial Ventures Group LLC. ("I Financial") may be deemed to beneficially own 9,812,000 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 9,112,000 shares of common stock owned as of December 31, 2025, and (B) options to purchase 700,000 shares of common stock which are exercisable within 60 days of December 31, 2025 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 December 31, 2025. divided by (ii) the sum of (A) 50,581,794 shares of common stock of the Issuer issued and outstanding as of December 31, 2025, and (B) 700,000 shares of common stock which are exercisable by the Reporting Persons within 60 days of December 31, 2025,(C) for Mr. Yu only, 300,000 shares of common stock which are exercisable by Mr. Yu within 60 days of December 31, 2025. |
| (b) | Percent of class:
The 9,812,000 shares of common stock of the Issuer beneficially owned by the Reporting Person I Financial constituted approximately 19.13 % of the total shares of common stock of the Issuer issued and outstanding as of December 31, 2025. The percentage of the shares of common stock beneficially owned by such Reporting Person is based on the sum of (A) 50,581,794 shares of common stock of the Issuer issued and outstanding as of December 31, 2025, and (B) 700,000 shares of common stock which are exercisable by such Reporting Person within 60 days of December 31, 2025. The 10,112,000 shares of common stock of the Issuer beneficially owned by the Reporting Person Jiang Yu constituted approximately 19.60 % of the total shares of common stock of the Issuer issued and outstanding as of December 31, 2025. The percentage of the shares of common stock beneficially owned by such Reporting Person is based on the sum of (A) 50,581,794 shares of common stock of the Issuer issued and outstanding as of December 31, 2025, and (B) 700,000 shares of common stock which are exercisable by such Reporting Person within 60 days of December 31, 2025, and (C) 300,000 shares of common stock which are exercisable by such Reporting Person within 60 days of December 31, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
I Financial Ventures Group LLC.: 9,812,000 Jiang Yu: 300,000 | |
| (ii) Shared power to vote or to direct the vote:
I Financial Ventures Group LLC.: 0 Jiang Yu: 10,112,000 | |
| (iii) Sole power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 9,812,000 Jiang Yu: 300,000 | |
| (iv) Shared power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 0 Jiang Yu: 10,112,000 |
| 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.
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Exhibit Information
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The Joint Filing Agreement filed as Exhibit 1 to the Schedule 13G filed on February 13, 2025 is incorporated herein by reference. |