SecProbe.io

August 21, 2025
Jay Yu
Chairman of the Board, President and Secretary
Nano Nuclear Energy Inc.
10 Times Square, 30 th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Registration Statement on Form S-3
Filed July 25, 2025
File No. 333-288982
Dear Jay Yu:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Summary, page 4
1.Please revise to clarify whether the Canadian Assets described in the final paragraph
of page 4 include the KRONOS MMR Energy System and LOKI MMR. In addition,
please explain the rationale for your decision to enter into an option agreement with
Mr. Yu and Yu Entities and the status of the "formal acquisition" of the Canadian
Assets.
2.We note that in early April 2025, you signed a strategic collaboration with the
University of Illinois Urbana-Champaign (“UIUC”) to construct the first KRONOS
MMR Energy System research reactor on the university’s campus. Please revise to
disclose material terms of any material agreements related to this collaboration, and
file such agreements as exhibits to your registration statement. Refer to Item 504 of
Regulation S-K.  In addition, please ensure that you have filed all other material
agreements.

August 21, 2025
Page 2
3.We note you disclose that "in late April 2025, the NRC issued its final Safety
Evaluation approving the Fuel Qualification Methodology Topical Report (FQM TR)
for the advanced fuel design to be used in our stationary KRONOS MMR™ Energy
System." Please expand your disclosure to define the Fuel Qualification Methodology
Topical Report (FQM TR), and clarify the significance of the NRC's Safety
Evaluation in the context of the required regulatory review and application process,
including estimated timelines of approvals required for the construction and
operation of your planned reactors.  For example, if approval of the Fuel Qualification
Methodology Topical Report (FQM TR) by NRC is an initial step in the regulatory
review and approval process, please ensure that this is reflected in your disclosures.
Provide similarly expanded disclosure regarding the status and timelines for the LOKI
MMR, ZEUS and ODIN microreactors, including additional detail regarding the
nature of your communications with NRC and DOE.
4.Refer to your your disclosures on pages 6 and 7. With respect your fuel processing,
fuel transportation, and nuclear consultation business lines, please revise to clearly
state, if true, that the businesses have not commercially launched. In addition, please
provide expanded discussions, as applicable, regarding the financings, regulatory
approvals, and other important future milestones necessary to launch each business.
Our Vision, Market Opportunity and Key Government Support, page 9
5.We note your disclosure with respect to the expertise of your team. Please
also disclose, if true, that certain officers, including your chief executive officer and
chief financial officer, are currently employed by other companies and, therefore are
not solely focused on the business of the registrant. We also note disclosure in your
annual report for the year ended September 30, 2024 that your executive officers, with
the exception of Jay Jiang Yu, are presently engaged as independent contractors and
may allocate their time to other businesses. Please address the importance of
independent contracting to your business, including potential drawbacks.
Use of Proceeds, page 15
6.We note you intend to use the net proceeds of this offering, if any, for the
advancement and development of your technologies, general working capital and
general corporate purposes, which may include investing in or acquiring synergistic or
complementary businesses, assets or technologies, and working capital. If known,
please disclose the approximate amount intended to be used for each purpose. As it
relates to potential acquisitions, identify the businesses or nature of businesses
sought and a brief description of the businesses. Refer to Instruction 6 to Item 504 of
Regulation S-K.
Exhibits
7.Please obtain and file a legality opinion opining on all securities to be offered, or have
counsel revise the opinion filed here to opine on all securities to be offered. In this
regard, we note that an opinion on the debt securities, warrants or units has not been
provided.

August 21, 2025
Page 3
General
8.Please revise to consistently identify the sales agents as underwriters for the ATM
offering. In this regard, we note disclosure that sales agents "may be" deemed to be
underwriters on the cover page of the ATM prospectus, however, the plan of
distribution disclosure on page S-22 states that sales agents "will be" deemed to be
underwriters.
9.Please update your list of filings incorporated by reference on page 30, as well as the
financial information on pages 11 through 14, S-12 through S-15, and S-20, as
necessary to reflect the more current information that you filed on August 14, 2025
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Babula at 202-551-3339 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 Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation