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 January 16, 2026

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. 3 to Registration Statement on Form S-3
 Filed December 23, 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 December 18,
2025
letter.

Amendment No. 3 to Registration Statement on Form S-3
January 2025 Acquisition of KRONOS and LOKI Assets, page 1

1. We note your response to prior comment 2. We also note that your
disclosure
 regarding the USNC Assets appears to be inconsistent. For instance, the
first
 sentence of the second paragraph appears to carve out Consent Assets as
"not actually
 transferred"; and the first sentence of the third paragraph appears to
indicate that you
 did not close on the Consent Assets. The distinction may not be clear to
investors.
 Please revise for consistency throughout, including with respect to how
you define the
 USNC Assets and whether all or some portion of the USNC Assets
acquisition
 closed. In addition, consider whether sequencing events chronologically
would
 improve clarity.
 January 16, 2026
Page 2

Acquisition of GFPL and 2025 Progress with Chalk River Project, page 2

2. We note your response to prior comment 3. Please revise to provide the
information
 you include in your supplemental response letter regarding the stated
reasons for the
 bankruptcy.
3. We note your response to prior comment 4. Please revise to describe the
nature of the
 direct consultations with the CNSC and whether any such consultations
occurred prior
 to the initial closing in January 2025 which was intended to acquire the
License
 Application. Also, we note your statement that no judgement as to
ownership was
 needed. Given the uncertainty surrounding the initial acquisition, it is
unclear how you
 reached this determination. Please disclose whether you have received a
formal
 confirmation from CNSC (and their legal authority to provide such
confirmation) or
 an opinion of counsel.

 Further, with respect to your mention of the bankruptcy court in the
final sentences of
 items (b) and (c) of your response, it appears that the bankruptcy court
approved the
 sale in December 2024, which was before the issue regarding ownership of
the license
 was discovered. As such, your disclosure is unclear how the bankruptcy
approval
 ensures that you have acquired legal ownership of the License
Application pursuant to
 the GFPL acquisition. Please clarify.
General

4. We note your responses to prior comments 7, 8, and 9. However, it
remains unclear
 how you arrived at the projected dates for your various proposed
launches of proposed
 business lines. In this regard, the proposed target dates appear to be
very uncertain.
 For instance, and without limitation, you refer to targets (i) in "late
2020's with the
 objective of achieving a ground demonstration as early as 2030 or 2031"
and (ii) in
 the 2030 s ; refer to construction permitting dates in some
instances rather than
 completion dates; and continue to refer to certain launch dates without
discussing
 intermediate steps in appropriate detail, including due diligence,
contract negotiations,
 site evaluation/acquisition, and other steps. Also, we note that your
timelines appear
 subject to significant other variables such that your actual timing
seems undetermined.

 In light of the above, it is unclear how the current disclosure
regarding your
 timeline is instructive to investors. Accordingly, please carefully
revise to provide
 enhanced discussions of your timeline, including relevant assumptions
and variables,
 as well as detailed discussions of your current progress toward
completion of those
 steps. Your disclosures should also explain applicable federal and state
 licensing requirements, including the anticipated timeline(s) to
complete such
 requirements.
5. In addition, please address your capacity to conduct workstreams and
launches in
 parallel given your human resource limitations. Please note that if
you do not have
 sufficient basis to provide meaningfully precise timing and sufficient
basis to expect
 that you will meet such timing for your proposed business lines, you
should provide
 prominent disclosure throughout the prospectus in that regard, including
in the
 January 16, 2026
Page 3

 opening paragraph of the Overview, Our Challenges, and at each mention
of your
 business line(s).
6. Please ensure that conforming revisions appear in the primary and
at-the-market
 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.
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