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
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CORRESP
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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