ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

(Last)

(First)

(Middle)

10 TIMES SQUARE, 30TH FLOOR

(Street)

NEW YORK

NY

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2024

3. Issuer Name and Ticker or Trading Symbol
Nano Nuclear Energy Inc. [ NNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,000,000	I	By I Financial Ventures Group LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	⁽²⁾	⁽²⁾	Common Stock	500,000	$1.5	I	By I Financial Ventures Group LLC⁽¹⁾⁽²⁾
Options	⁽³⁾	⁽³⁾	Common Stock	200,000	$3	I	By I Financial Ventures Group LLC⁽¹⁾⁽³⁾

Explanation of Responses:

1. The Reporting Person is the sole shareholder and director of I Financial Ventures Group LLC ("I Financial"), a limited liability company incorporated under the laws of Delaware, which is the record holder of the securities reported herein. The Reporting Person, as such, has investment control over the securities of the Issuer held by I Financial and may be deemed the beneficial owner of such securities.

2. On February 10, 2023, the Reporting Person, through I Financial, was granted options under the Issuer's 2023 Stock Option Plan #1 to purchase an aggregate of 500,000 shares of common stock of the Issuer, which were fully vested and exercisable on February 10, 2023, and will expire on February 10, 2026.

3. On June 7, 2023, the Reporting Person, through I Financial, was granted another option under the Issuer's 2023 Stock Option Plan #2 to purchase an aggregate of 200,000 shares of common stock of the Issuer, which were fully vested and exercisable on June 7, 2023, and will expire on June 7, 2026.

	/s/ Jiang Yu	05/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.