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Nano
Nuclear Energy Inc.

10
Times Square, 30th Floor

New
York, New York 10018

VIA
EDGAR

April
10, 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.

    Registration
    Statement on Form S-1

    Filed
    March 19, 2024

File
No. 333-278076

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 April 4, 2024, relating to the Company’s Registration Statement on
Form S-1, filed by the Company with the Commission on March 19, 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 filing Amendment No.1 to the Registration Statement (“Amendment
No.1”) via the EDGAR system. Amendment No.1 contains revised disclosure based on the Staff’s comments as noted below
as well as additional updating disclosures and new exhibits. The Staff is also supplementally advised that references to the put right held by a Company investor have been removed
as the subscription agreement with such investor was amended on March 30, 2024 to remove such put right.

Registration
Statement on Form S-1

Prospectus
Summary

Overview,
page 1

1. We
                                            note disclosure here and elsewhere that you expect to receive an exclusive license for a
                                            high capacity HALEU fuel transportation basket design in the first quarter of 2024. Given
                                            that the first quarter of 2024 has passed, please update these disclosures. If such licensing
                                            agreement has been received, please revise to disclose all material terms in the prospectus
                                            and file the agreement as an exhibit to the registration statement, or tell us why you believe
                                            it is not required to be filed.

Response: The
Staff is advised that the Company received the license in question in early April 2024. We have revised our disclosures under the “Prospectus
Summary” section on pages 1 and 5, the “Risk Factor” section on pages 15 and 19, the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on page 37,
the “Business” section on pages 41, 51 and 55, of Amendment No.1 accordingly. The Staff is further advised
that the material terms of the license agreement are also disclosed under the “Prospectus Summary” section on
page 5 and the “Business” section on pages 51 and 55, of Amendment No.1.

The
Staff is further advised that while we consider the existence of this license to be material to investors, we do not consider the license
a “material contract” that requires filing as an exhibit to the Registration Statement. Our view in this regard is based
on our analysis of the licensing agreement in accordance with section (b)(10) of Item 601 of Regulation S-K in that (i) a license for
this type of technology ordinarily accompanies the kind of business conducted by the Company,
(ii) the license is not a contract upon which our business is substantially dependent, as the license
relates to only one of four proposed business lines of the Company, and (iii) we expect to develop our own intellectual property relating
to our nuclear fuel transportation business as this business concept progresses over time.

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Capitalization,
page 33

2. We
                                            note your disclosure regarding the issuance and sale of 822,146 shares of your common stock
                                            at a price of $3.00 per share. As it appears that you had received some proceeds associated
                                            with this transaction in the form of stock subscriptions prior to December 31, 2023, please
                                            expand your disclosure to clarify the extent to which the effects of this transaction are
                                            shown in the actual, pro forma, and pro forma as adjusted columns.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

3. Please
                                            revise as necessary to reconcile your disclosure indicating the number of common shares that
                                            will be outstanding upon completion of the offering is 26,007,015 shares, with the corresponding
                                            disclosure on page 8, indicating there will be 29,007,015 shares of common stock outstanding
                                            at that point in time.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

4. Please
                                            expand your description of the pro forma as adjusted amounts to quantify the underwriting
                                            discounts and estimated offering expenses that are reflected in your adjustment, also to
                                            include your rationale for the apparent reclassification of the mezzanine equity shares and
                                            balances.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

Dilution,
page 34

5. We
                                            note that you appear to have included prepaid expenses in your computations of the historical
                                            and pro forma historical net tangible book values and that you do not provide details sufficient
                                            to understand how you have calculated the corresponding per share amounts. Please revise
                                            these calculations as necessary to exclude non-tangible assets and to clarify how the shares
                                            being utilized reconcile to those reported on page F-4.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Dilution” section on pages
34 and 35 of Amendment No.1.

Business

Description
of Properties, page 58

6. We
                                            note you disclose that you lease office space from Flewber Global, Inc., a related party,
                                            for $10,000 a month. However, Exhibit 10.12 indicates that such office space is leased for
                                            $5,000 per month. Please advise or revise.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Business - Description of Properties”
section on page 58 of Amendment No.1. We respectfully advise the Staff that such office space from Flewber Global, Inc. is currently
leased for $10,000 per month as disclosed in the Lease Amendment Agreement to the Lease Agreement dated September 1, 2022, which was
filed as part of Exhibit 10.12 to the Registration Statement filed on March 19, 2024.

    2

Executive
and Director Compensation

Summary
Compensation Table, page 72

7. Please
                                            revise to disclose the compensation items tabulated in the “All Other Compensation”
                                            column. See Item 402(n)(2)(ix) of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Executive and Director Compensation”
section on page 72 of Amendment No.1.

Financial
Statements, page F-1

8. Please
                                                                                                                                                                  address the labeling inconsistency regarding the company name on page F-3.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Financial Statements” section
on page F-3 of Amendment No.1.

Exhibits

Exhibit
23.1 - Consent of Independent Registered Public Accounting Firm, page II-3

9. Please
                                            obtain and file an updated consent from the auditor that does not include the Additional
                                            Guidance and Practice Points.

Response:
In response to the Staff’s comment, we have filed an updated consent letter from the auditor as an exhibit to Amendment No.1.

General

10. We
                                            note your filing fee table included as Exhibit 107 reflects that you are relying on Rule
                                            457(o). Please revise the “Proposed Maximum Aggregate Offering Price” column
                                            to reflect the maximum offering price that you disclose in the prospectus.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that, utilizing Rule 457(o), we have calculated the registration
fee based on the proposed maximum offering price of $17,250,000 (comprised of a $15,000,000 offering plus $2,250,000 for the underwriters’
over-allotment option). We believe this was properly reflected in Exhibit 107 to the Registration Statement filed on March 19, 2024.

    3

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.

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