8. STS BUSINESS ACQUISITION

On May 22, 2026 (the STS Acquisition Date), the Company and its wholly-owned subsidiary AFT entered into a Membership Interest Purchase Agreement with Mr. Boyd, Onium and STS, pursuant to which the Sellers agreed to sell to the AFT and the AFT agreed to purchase from the Sellers 100% of the issued and outstanding membership interests of STS. The closing of the STS Acquisition occurred on the STS Acquisition Date.

Pursuant to the Membership Interest Purchase Agreement, the Company and AFT agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately $6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180 days following the STS Acquisition Date, which adjustment may increase or decrease the Closing Cash Consideration by up to $0.5 million (“Adjustment Cap,” to be held in an Escrow Account); (ii) $1.0 million in the Company’s restricted shares of common stock at the STS Acquisition Date, with the number of shares issuable determined based on the ten-day volume weighted average price of the common stock (“VWAP”) as of the date immediately preceding the STS Acquisition Date (“Closing Stock Consideration”); and (iii) an aggregate of $6.0 million of common stock payable in five installments of $1.4 million, $1.4 million, $1.4 million, $1.4 million, $0.4 million, respectively, on each of the first, second, third, fourth and fifth anniversaries of the STS Acquisition Date (the “Anniversary Stock Consideration,” and together with the Closing Stock Consideration, the “Aggregate Stock Consideration”), with the number of shares issuable for each installment determined based on the applicable ten-day VWAP as of the date immediately preceding the applicable payment dates; provided, however, that in no event shall more than an aggregate of 10,364,476 shares of common stock be issuable to the Sellers pursuant to the Membership Interest Purchase Agreement. Of such Anniversary Stock Consideration, an aggregate of $2.0 million worth of common stock shall be allocated ratably among the first, second, third, fourth and fifth anniversaries of the STS Acquisition Date (or in such other allocation amounts as may be agreed upon by the parties in writing) as deferred stock consideration (the “Deferred Stock Consideration”), the issuance of which shall be subject to certain conditions, including Mr. Boyd’s continued employment with the Company or its affiliates and compliance by each of the Sellers with a restrictive covenant agreement entered into as of the STS Acquisition Date.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

8. STS BUSINESS ACQUISITION (Continued)

Since the Deferred Stock Consideration is contingent on Mr. Boyd’s continued employment with STS, this will be reflected as a post-combination compensation expense and is not considered to be part of the purchase consideration.

The purchase consideration consisted of the following:

 SCHEDULE OF PURCHASE CONSIDERATION

As a result of the transaction, STS became a wholly owned subsidiary of the Company. The transaction represents a change-in-control event  and was accounted for as a business combination under ASC Topic 805, “Business Combinations”, using the acquisition method, whereby the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The results of operations of STS were included in the unaudited consolidated financial statements from the STS Acquisition Date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed by the Company as of the acquisition date:

 SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED

The preliminary purchase price allocation is subject to refinement during the measurement period, which may extend up to one year from the STS Acquisition Date. Measurement-period adjustments related to facts and circumstances that existed as of the STS Acquisition Date, if any, are recorded retrospectively as adjustments to goodwill.

Goodwill of $4,240,900 represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill arising from the STS Acquisition transaction is primarily attributable to STS’ experienced workforce, and ability to generate future growth through expansion of service offerings. Goodwill is not deductible for tax purposes.

The results of operations of the acquired business have been included in the unaudited consolidated financial statements from the STS Acquisition Date of May 22, 2026. For the period from May 22, 2026 through June 30, 2026, the Company recorded approximately $214,000 of revenues and a net loss of approximately $94,000, which are presented within the unaudited consolidated statement of operations and reflect the impact of the STS Acquisition in the current reporting period.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026