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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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NANO NUCLEAR ENERGY INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
63010H124 (CUSIP Number) |
12/31/2024 (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
10,700,000.00 | ||||||||
| 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)
28.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The 10,700,000 shares of common stock of the Issuer beneficially owned and referred to in Rows 5, 7, and 9 represent the sum of (i) 10,000,000 shares of common stock owned as of February 12, 2025; and (ii) options to purchase 700,000 shares of common stock which are exercisable within 60 days of February 12, 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 37,069,656 shares of common stock of the Issuer issued and outstanding as of February 12, 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
10,700,000.00 | ||||||||
| 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)
28.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The 10,700,000 shares of common stock of the Issuer beneficially owned and referred to in Rows 6, 8, and 9 represent the sum of (i) 10,000,000 shares of common stock owned as of February 12, 2025; and (ii) options to purchase 700,000 shares of common stock which are exercisable within 60 days of February 12, 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 37,069,656 shares of common stock of the Issuer issued and outstanding as of February 12, 2025.
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 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of February 12, 2025, the Reporting Persons may be deemed to beneficially own 10,700,000 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 Ventures Group LLC. ("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 percentage of the shares of common stock beneficially owned by the Reporting Persons is based on the (i) sum of (A) a total of 10,000,000 shares of common stock owned as of February 12, 2025, and (B) options to purchase 700,000 shares of common stock which are exercisable within 60 days of February 12, 2025, divided by (ii) the sum of (A) 37,069,656 shares of common stock of the Issuer issued and outstanding as of February 12, 2025, and (B) 700,000 shares of common stock which are exercisable by the Reporting Persons within 60 days of February 12, 2025. | |
| (b) | Percent of class:
The 10,700,000 shares of common stock of the Issuer beneficially owned by the Reporting Persons constituted approximately 28.33% of the total shares of common stock of the Issuer issued and outstanding as of February 12, 2025. The percentage of the shares of common stock beneficially owned by the Reporting Persons is based on the sum of (A) 37,069,656 shares of common stock of the Issuer issued and outstanding as of February 12, 2025, and (B) 700,000 shares of common stock which are exercisable by the Reporting Persons within 60 days of February 12, 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.: 10,700,000
Jiang Yu: 0 | ||
| (ii) Shared power to vote or to direct the vote:
I Financial Ventures Group LLC.: 0
Jiang Yu: 10,700,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 10,700,000
Jiang Yu: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
I Financial Ventures Group LLC.: 0
Jiang Yu: 10,700,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit 1: Joint Filing Agreement, by and among the Reporting Persons, dated February 13, 2025 |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 13, 2025.
| I Financial Ventures Group LLC. | ||
| By: | /s/ Jiang Yu | |
| Name: | Jiang Yu | |
| Title: | Sole Member | |
| /s/ Jiang Yu | |
| Jiang Yu |