<SEC-DOCUMENT>0001493152-26-000182.txt : 20260102
<SEC-HEADER>0001493152-26-000182.hdr.sgml : 20260102
<ACCEPTANCE-DATETIME>20260102172102
ACCESSION NUMBER:		0001493152-26-000182
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20260102
DATE AS OF CHANGE:		20260102

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Nano Nuclear Energy Inc.
		CENTRAL INDEX KEY:			0001923891
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		ORGANIZATION NAME:           	01 Energy & Transportation
		EIN:				000000000
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-94866
		FILM NUMBER:		26503197

	BUSINESS ADDRESS:	
		STREET 1:		10 TIMES SQUARE
		STREET 2:		30TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018
		BUSINESS PHONE:		6046875792

	MAIL ADDRESS:	
		STREET 1:		10 TIMES SQUARE
		STREET 2:		30TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			I Financial Ventures Group LLC
		CENTRAL INDEX KEY:			0002011890
		ORGANIZATION NAME:           	
		EIN:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		14 WALL STREET, 20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
		BUSINESS PHONE:		2123281165

	MAIL ADDRESS:	
		STREET 1:		14 WALL STREET, 20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13G/A</submissionType>
    <previousAccessionNumber>0001493152-25-006420</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: I Financial Ventures Group LLC -->
          <cik>0002011890</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.0001 per share</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>12/24/2025</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0001923891</issuerCik>
        <issuerName>Nano Nuclear Energy Inc.</issuerName>
        <issuerCusip>63010H124</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <com:street1>10 TIMES SQUARE</com:street1>
          <com:street2>30TH FLOOR</com:street2>
          <com:city>NEW YORK</com:city>
          <com:stateOrCountry>NY</com:stateOrCountry>
          <com:zipCode>10018</com:zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>
      <designateRulesPursuantThisScheduleFiled>
        <designateRulePursuantThisScheduleFiled>Rule 13d-1(d)</designateRulePursuantThisScheduleFiled>
      </designateRulesPursuantThisScheduleFiled>
    </coverPageHeader>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>I Financial Ventures Group LLC.</reportingPersonName>
      <citizenshipOrOrganization>DE</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>9812000.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>9812000.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>9812000.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>19.13</classPercent>
      <typeOfReportingPerson>OO</typeOfReportingPerson>
      <comments>(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.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Jiang Yu</reportingPersonName>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>300000.00</soleVotingPower>
        <sharedVotingPower>9812000.00</sharedVotingPower>
        <soleDispositivePower>300000.00</soleDispositivePower>
        <sharedDispositivePower>9812000.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>10112000.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>19.60</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>(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.</comments>
    </coverPageHeaderReportingPersonDetails>
    <items>
      <item1>
        <issuerName>Nano Nuclear Energy Inc.</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>10 Times Square, 30th Floor, New York, New York 10018</issuerPrincipalExecutiveOfficeAddress>
      </item1>
      <item2>
        <filingPersonName>I Financial Ventures Group LLC. and Jiang Yu (collectively, the "Reporting Persons")</filingPersonName>
        <principalBusinessOfficeOrResidenceAddress>10 Times Square, 30th Floor, New York, New York 10018</principalBusinessOfficeOrResidenceAddress>
        <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.</citizenship>
      </item2>
      <item4>
        <amountBeneficiallyOwned>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.</amountBeneficiallyOwned>
        <classPercent>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.</classPercent>
        <numberOfSharesPersonHas>
          <solePowerOrDirectToVote>I Financial Ventures Group LLC.: 9,812,000

Jiang Yu: 300,000</solePowerOrDirectToVote>
          <sharedPowerOrDirectToVote>I Financial Ventures Group LLC.: 0

Jiang Yu: 10,112,000</sharedPowerOrDirectToVote>
          <solePowerOrDirectToDispose>I Financial Ventures Group LLC.: 9,812,000

Jiang Yu: 300,000</solePowerOrDirectToDispose>
          <sharedPowerOrDirectToDispose>I Financial Ventures Group LLC.: 0

Jiang Yu: 10,112,000</sharedPowerOrDirectToDispose>
        </numberOfSharesPersonHas>
      </item4>
    </items>
    <exhibitInfo>The Joint Filing Agreement filed as Exhibit 1 to the Schedule 13G filed on February 13, 2025 is incorporated herein by reference.</exhibitInfo>
    <signatureInformation>
      <reportingPersonName>I Financial Ventures Group LLC.</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Jiang Yu</signature>
        <title>Jiang Yu, Sole Member</title>
        <date>01/02/2026</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Jiang Yu</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Jiang Yu</signature>
        <title>Jiang Yu</title>
        <date>01/02/2026</date>
      </signatureDetails>
    </signatureInformation>
  </formData>
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</DOCUMENT>
</SEC-DOCUMENT>
