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Nano
Nuclear Energy Inc.

10 Times Square, 30th
Floor

New York, New York 10018

VIA
EDGAR

March
19, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Joseph
    Klinko

    Karl
    Hiller

    Cheryl
    Brown

    Karina
    Dorin

    Re:

    Nano
    Nuclear Energy Inc.

    Amendment
    No. 1 to Draft Registration Statement on Form S-1

    Submitted
    January 31, 2024

    CIK
    0001923891

Ladies
and Gentlemen:

Nano
Nuclear Energy Inc. (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on February 9, 2024, relating to the Company’s
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted by the Company to the Commission on January 31, 2024 (the
“Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s
comments in bold and have followed each comment with the Company’s response.

Concurrently with the submission
of this response letter, the Company is live filing the Registration Statement via the EDGAR system. The Registration Statement contains revised disclosure based on the Staff’s comments as noted below as well
as additional updating disclosures.

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.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “History of Securities Issuances”
section on page 82 of the Registration Statement.

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 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.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Prospectus Summary” section
on page 2, “Risk Factors” section on pages 12 and 16, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section on pages 36 and 37, and the “Business”
section on pages 42 and 52 of the Registration Statement. The Staff is advised that we have no intention
to apply any proceeds from this offering to such acquisition of a nuclear business services and consultancy provider and such acquisition
costs are not included in our estimated expenditures of $4 million over the next twelve months.

We
thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate
to contact our legal counsel, Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole LLP, at lrosenbloom@egsllp.com or by telephone
at (212) 370-1300.

    Very
    truly yours,

    NANO
    NUCLEAR ENERGY INC.

    By:
    /s/
    James Walker

    Name:

    James
    Walker

    Title:
    Chief
    Executive Officer

cc: Lawrence A. Rosenbloom, Esq.