SEC Comment Letter 0000000000-24-001607 to Nano Nuclear Energy Inc. (NNE)
Nano Nuclear Energy Inc.
Date: Feb. 9, 2024 · CIK: 0001923891 · Accession: 0000000000-24-001607
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo February 9, 2024 James Walker Chief Executive Officer Nano Nuclear Energy Inc. 1411 Broadway, 38th Floor New York, NY 10018 Re:Nano Nuclear Energy Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 31, 2024 CIK 0001923891 Dear James Walker: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 History of Securities Issuances, page 83 1.Please revise your disclosure to indicate the section of the Securities Act or rule under which exemption from registration is claimed and state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K. General 2.We note you disclose that your estimated expenditures of approximately $4 million over the next twelve months focus on progressing your development of advanced nuclear microreactors. We also note you disclose that you plan to acquire a nuclear business services and consultancy provider by the end of 2024. Please revise to clarify whether
FirstName LastNameJames Walker Comapany NameNano Nuclear Energy Inc. February 9, 2024 Page 2 FirstName LastName James Walker Nano Nuclear Energy Inc. February 9, 2024 Page 2 you intend to apply any proceeds from this offering to such acquisition and if such acquisition costs are included in your estimated expenditures of $4 million over the next twelve months. Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Lawrence A. Rosenbloom, Esq.
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United States securities and exchange commission logo
February 9, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
1411 Broadway, 38th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 31, 2024
CIK 0001923891
Dear James Walker:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
History of Securities Issuances, page 83
1.Please revise your disclosure to indicate the section of the Securities Act or rule under
which exemption from registration is claimed and state briefly the facts relied upon to
make the exemption available. See Item 701(d) of Regulation S-K.
General
2.We note you disclose that your estimated expenditures of approximately $4 million over
the next twelve months focus on progressing your development of advanced nuclear
microreactors. We also note you disclose that you plan to acquire a nuclear business
services and consultancy provider by the end of 2024. Please revise to clarify whether
FirstName LastNameJames Walker
Comapany NameNano Nuclear Energy Inc.
February 9, 2024 Page 2
FirstName LastName
James Walker
Nano Nuclear Energy Inc.
February 9, 2024
Page 2
you intend to apply any proceeds from this offering to such acquisition and if such
acquisition costs are included in your estimated expenditures of $4 million over the next
twelve months.
Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Lawrence A. Rosenbloom, Esq.