SecProbe.io

September 30, 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.
Amendment No. 1 to Registration Statement on Form S-3
Filed September 10, 2025
File No. 333-288982
Dear Jay Yu:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 21, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-3
Summary, page 2
Your disclosure related to the Canadian Assets remains unclear. In this regard, in the
second to last paragraph on page 1 you state that a bankruptcy court approved the sale
of certain assets in December 2024 and you "closed the asset acquisition" in January
2025. However, your ensuing narrative discussion appears to be inconsistent with this
disclosure, at least with respect to the Canadian Assets. Please revise your disclosure
so that it is easily understood by investors which portion of the sale was approved by
the court and closed in the asset acquisition in January 2025; and which portion
(including the sale of the Canadian Assets) was not. In addition, please address the
current status of the $250,000 escrow related to the Canadian Assets. Also, please
clarify your reference to the expedited timing of the USNC bankruptcy opportunity 1.

September 30, 2025
Page 2
and why the nature of the transaction required that due diligence continued after the
closing date specified in your disclosure (i.e., January 10, 2025).
2.Further, we note your disclosure that transfer of the Chalk River License Application
required the consent of certain Canadian governmental entities, including the CNSC
(the “Canadian Consents”). We also note that to enable your ability to continue
diligence of the Canadian partnership and other Canadian Assets to ensure your
company acquired the correct assets and did not assume any unknown liabilities, your
disinterested directors approved the assignment of your rights to the Canadian Assets
to Mr, Yu and certain Canadian entities owned or controlled by Mr. Yu (the “Yu
Entities”), and in exchange you entered into the option agreement (“Yu Option
Agreement”) with Mr. Yu and Yu Entities. We further note you believe this option
arrangement was the most efficient and cost-effective structure for you to close the
bankruptcy sale with respect to the Canadian Assets, while also preserving your
ability to progress the KRONOS project in Canada and facilitate the Canadian
Consents. Please expand your disclosure to further clarify your rationale for entering
into the option agreement, including why the transfer of your rights to Mr. Yu and the
Yu entities in exchange for the subsequent option agreement was the most efficient
and cost-effective structure regarding acquisition of the Canadian Consents related to
the Canadian Assets.
3.We note your response to prior comment 3. While we note that your revised
disclosure states that the FQM TR is "an early and foundational step," your disclosure
about the next stages of your development is presented in broad strokes. Specifically,
you state that the regulatory process includes conducting the approved fuel
qualification program, completing the associated safety and environmental analyses,
and submitting an application for a construction permit or operating license for the
KRONOS MMR™ reactor. Please revise to address each step and the anticipated
timeline for completion such that you are able to meet your projected target of early
2026. In addition, please address whether the NRC review process is typically roughly
one year as projected and what variables typically affect timing.
4.We note that your disclosure at page 1 regarding your nuclear reactor business
appears to indicate that you expect the commercial launch of one of your projects in
the early 2030s. However, it is not clear which product you are referring to. We also
note disclosure elsewhere in the filing which states, more broadly, that potential
launches will occur in the 2030’s. Please revise throughout the prospectus to clarify
your commercial launch targets for each reactor and microreactor. As requested in the
comment above, provide a detailed discussion of your anticipated timeline for each.
5.We note your response to prior comment 4. The specific timelines for the launch of
your fuel processing business, fuel transportation business, and nuclear consultation
services also appear to be somewhat vague. Please revise to describe with greater
specificity or prominently disclose the uncertainty regarding your ability to launch
these businesses and your timing for doing so. For instance, we note that you
anticipate launching your fuel processing business in 2026. Please provide disclosure
at a level of specificity consistent with a near-term launch.

September 30, 2025
Page 3
Use of Proceeds, page 13
6.We note your response to prior comment 6. We note you disclose that as of the date of
this prospectus, you have not entered into any definitive agreements or commitments
with respect to acquiring businesses, assets, or technologies that are complementary to
your business strategy. We also note your disclosure that on August 14, 2025, the
Company and its subsidiary Kronos MMR Inc. entered into a Purchase Agreement
(the “GFPL Purchase Agreement”) pursuant to which Kronos MMR shall purchase all
of the equity interests of GFPL and any other assets of GFPL free and clear of all
liens, claims, encumbrances and other interests. You also disclose that on September
2, 2025, the GFPL Purchase Agreement and related transactions were approved by the
Bankruptcy Court, and such transactions are expected to be closed in the near future.
Please revise to clarify whether proceeds of this offering will be used to fund this
acquisition transaction under the GFPL Purchase Agreement. To the extent that
proceeds of this offering will be used in the acquisition of the equity interests and
other assets of GFPL, please reconcile related disclosures in your prospectuses.
            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
cc:Richard I. Anslow, Esq.