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Correspondence 0001493152-24-017605 from Nano Nuclear Energy Inc. (NNE)

Nano Nuclear Energy Inc.
Date: May 2, 2024 · CIK: 0001923891 · Accession: 0001493152-24-017605

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File numbers found in text: 333-278076

Date
May 2, 2024
Author
The
Form
CORRESP
Company
Nano Nuclear Energy Inc.

Letter

The Benchmark Company, LLC

150 E. 58th Street, 17th Floor

New York, NY 10155

May 2, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

F Street, N.E.

Washington, D.C. 20549

Attention:

Joseph Klinko

Karl Hiller

Cheryl Brown

Karina Dorin

Re: Nano Nuclear Energy Inc.

Registration Statement on Form S-1

File No. 333-278076

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), The Benchmark Company, LLC (“Benchmark”), as representative of the underwriters of the offering, hereby joins the request of Nano Nuclear Energy Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:30 p.m., Eastern Daylight Time, on Monday, May 6, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

Best
Regards,
The
Benchmark Company, LLC

Show Raw Text
CORRESP
1
filename1.htm

The Benchmark Company, LLC

150 E. 58th
Street, 17th Floor

New York, NY 10155

May
2, 2024

VIA
EDGAR

Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Joseph
    Klinko

    Karl
    Hiller

    Cheryl
    Brown

    Karina
    Dorin

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-278076

    REQUEST
                                            FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), The Benchmark Company, LLC (“Benchmark”),
as representative of the underwriters of the offering, hereby joins the request of Nano Nuclear Energy Inc. that the effective date of
the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:30 p.m., Eastern Daylight
Time, on Monday, May 6, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is
reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

    Best
    Regards,

    The
    Benchmark Company, LLC

    /s/
    Michael Jacobs

    Michael
    Jacobs

    Managing
    Director, Head of Equity Capital Markets