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    1345
                                            AVENUE OF THE AMERICAS, 11TH FLOOR

    NEW
    YORK, NEW YORK 10105

    TELEPHONE:
    (212) 370-1300

    FACSIMILE:
    (212) 370-7889

    www.egsllp.com

VIA
EDGAR

September
9, 2025

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Cheryl
    Brown

    Re:
    Nano
                                            Nuclear Energy Inc.

    Registration
    Statement on Form S-3

    Filed
    July 25, 2025

    File
    No. 333-288982

Dear
Ms. Brown:

On
behalf of our client, Nano Nuclear Energy Inc. (the “Company”), we hereby transmit the Company’s response to
the comment letter, dated August 21, 2025, received by the Company from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) related to the above referenced Registration Statement on Form S-3 (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. Disclosure changes made in response to the Staff’s comments have been made in an Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which is being filed with the Commission concurrently with the submission of this response
letter.

Registration
Statement on Form S-3

Summary,
page 4

1. Please
                                            revise to clarify whether the Canadian Assets described in the final paragraph of page 4
                                            include the KRONOS MMR Energy System and LOKI MMR. In addition, please explain the rationale
                                            for your decision to enter into an option agreement with Mr. Yu and Yu Entities and the status
                                            of the “formal acquisition” of the Canadian Assets.

In
response to the Staff’s comment, the Company has revised the disclosures under the “Prospectus Summary” section
in both prospectuses included as part of Amendment No. 1. The Staff is further advised that there have been recent developments on this
matter as disclosed in the Company’s Current Report on Form 8-K filed on August 20, 2025. The Company has therefore included updated
disclosures, where applicable, in Amendment No. 1 accordingly.

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2. We
                                            note that in early April 2025, you signed a strategic collaboration with the University of
                                            Illinois Urbana-Champaign (“UIUC”) to construct the first KRONOS MMR Energy System
                                            research reactor on the university’s campus. Please revise to disclose material terms
                                            of any material agreements related to this collaboration, and file such agreements as exhibits
                                            to your registration statement. Refer to Item 504 of Regulation S-K. In addition, please
                                            ensure that you have filed all other material agreements.

In
response to the Staff’s comment, the Company has revised its disclosures under the “Prospectus Summary” section
in both prospectuses included as part of Amendment No. 1. In addition, the Sponsored Research Agreement as originally entered between
the University and USNC, and subsequently amended on two occasions (the first with USNC and the second with the Company as successor),
are filed as Exhibits 10.1, 10.2 and 10.3 to Amendment No. 1.

3. We
                                            note you disclose that “in late April 2025, the NRC issued its final Safety Evaluation
                                            approving the Fuel Qualification Methodology Topical Report (FQM TR) for the advanced fuel
                                            design to be used in our stationary KRONOS MMR™ Energy System.” Please expand
                                            your disclosure to define the Fuel Qualification Methodology Topical Report (FQM TR), and
                                            clarify the significance of the NRC’s Safety Evaluation in the context of the required
                                            regulatory review and application process, including estimated timelines of approvals required
                                            for the construction and operation of your planned reactors. For example, if approval of
                                            the Fuel Qualification Methodology Topical Report (FQM TR) by NRC is an initial step in the
                                            regulatory review and approval process, please ensure that this is reflected in your disclosures.
                                            Provide similarly expanded disclosure regarding the status and timelines for the LOKI MMR,
                                            ZEUS and ODIN microreactors, including additional detail regarding the nature of your communications
                                            with NRC and DOE.

In
response to the Staff’s comment, the Company has revised its disclosures under the “Prospectus Summary” section
in both prospectuses included as part of Amendment No. 1. The Company notes that much of the requested disclosure changes are included
in disclosures which are incorporated by reference in the Registration Statement. That said, the Company has added disclosures in
Amendment No. 1 for the sake of clarity and completeness.

The
Company also notes that, with respect to the ODIN reactor, the Company is seeking strategic alternatives for the project, so the
Company believes the regulatory status and timeline disclosure is less material as it relates to ODIN.

The Company further notes
that it has had informal meetings with the NRC, informing them of the status of its ZEUS and ODIN microreactor designs and
the estimated internal timelines for its microreactor developments, with an understanding that definite timelines will be provided once
available, to allow the NRC to arrange the necessary personnel to oversee the microreactor licensing process.

4. Refer
                                            to your disclosures on pages 6 and 7. With respect your fuel processing, fuel transportation,
                                            and nuclear consultation business lines, please revise to clearly state, if true, that the
                                            businesses have not commercially launched. In addition, please provide expanded discussions,
                                            as applicable, regarding the financings, regulatory approvals, and other important future
                                            milestones necessary to launch each business.

In
response to the Staff’s comment, the Company has revised its disclosures under the “Prospectus Summary” section
in both prospectuses included as part of Amendment No. 1.

Our
Vision, Market Opportunity and Key Government Support, page 9

5. We
                                            note your disclosure with respect to the expertise of your team. Please also disclose, if
                                            true, that certain officers, including your chief executive officer and chief financial officer,
                                            are currently employed by other companies and, therefore are not solely focused on the business
                                            of the registrant. We also note disclosure in your annual report for the year ended September
                                            30, 2024 that your executive officers, with the exception of Jay Jiang Yu, are presently
                                            engaged as independent contractors and may allocate their time to other businesses. Please
                                            address the importance of independent contracting to your business, including potential drawbacks.

In
response to the Staff’s comment, the Company has added a caption titled “Arrangements with Our Executive Officers”
under the “Prospectus Summary” section in both prospectuses included as part of Amendment No. 1.

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Use
of Proceeds, page 15

6. We
                                            note you intend to use the net proceeds of this offering, if any, for the advancement and
                                            development of your technologies, general working capital and general corporate purposes,
                                            which may include investing in or acquiring synergistic or complementary businesses, assets
                                            or technologies, and working capital. If known, please disclose the approximate amount intended
                                            to be used for each purpose. As it relates to potential acquisitions, identify the businesses
                                            or nature of businesses sought and a brief description of the businesses. Refer to Instruction
                                            6 to Item 504 of Regulation S-K.

The
Company respectfully acknowledges the Staff’s comment and advises that, given the nature of the ATM offering and the universal
shelf registration generally, the timing, amount, and allocation of net proceeds, if any, from such offering cannot be determined at
this time and will depend on a variety of factors, including the market price of the Company’s securities, the actual proceeds
received, and the Company’s evolving business needs.

The
Staff is further advised that the Company currently has no definitive agreements or arrangements to acquire any businesses, assets, or
technologies using proceeds from the ATM offering or the universal shelf registration generally. However, as noted in the Registration
Statement, the Company is considering and may continue to consider acquisitions or investments that are complementary to the Company’s
stated business strategies. In light of the Staff’s comment, the Company has clarified its disclosures on this topic in Amendment
No. 1.

Exhibits

7. Please
                                            obtain and file a legality opinion opining on all securities to be offered, or have counsel
                                            revise the opinion filed here to opine on all securities to be offered. In this regard, we
                                            note that an opinion on the debt securities, warrants or units has not been provided.

In
response to the Staff’s comment, we have included our firm’s opinion as Exhibit 5.2 to Amendment No. 1 to cover the
referenced securities.

General

8. Please
                                            revise to consistently identify the sales agents as underwriters for the ATM offering. In
                                            this regard, we note disclosure that sales agents “may be” deemed to be underwriters
                                            on the cover page of the ATM prospectus, however, the plan of distribution disclosure on
                                            page S-22 states that sales agents “will be” deemed to be underwriters.

The
applicable disclosures in Amendment No. 1 have been updated to the reflect the Staff’s comment.

9. Please
                                            update your list of filings incorporated by reference on page 30, as well as the financial
                                            information on pages 11 through 14, S-12 through S-15, and S-20, as necessary to reflect
                                            the more current information that you filed on August 14, 2025.

In
response to the Staff’s comment, the Company has revised its applicable disclosures in both prospectuses included as part of Amendment
No. 1.

***

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We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to the undersigned at ranslow@egsllp.com
or my partner Lawrence Rosenbloom at lrosenbloom@egsllp.com. We can also be reached by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Richard I. Anslow

    Richard
                                            I. Anslow

    Partner

    Ellenoff
    Grossman & Schole LLP

    cc:
    Nano
    Nuclear Energy Inc.

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