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 1345
 AVENUE OF THE AMERICAS, 11 TH FLOOR
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 YORK, NEW YORK 10105
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 (212) 370-1300
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 (212) 370-7889
 www.egsllp.com

 VIA
EDGAR

 December
23, 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.
 Amendment
 No. 2 to Registration Statement on Form S-3
 Filed
 October 22, 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 December 18, 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 Amendment No. 2 to the Company's
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. 3 to the Registration
Statement (" Amendment No. 3 "), which is being filed with the Commission concurrently with the submission of this response
letter.

 At
the outset, we note for the benefit of the Staff that the Company filed its Annual Report on Form 10-K for its fiscal year ended September
30, 2025 on December 18, 2025 (the " 2025 10-K "). As such, in Amendment No. 3, the Company has endeavored to
respond to the Staff's comments and concurrently be consistent with its 2025 10-K disclosures in all material respects. In addition,
for the sake of clarity, given that the 2025 10-K was only recently filed, no interim period reporting is required.

 Amendment
No. 2 to Registration Statement on Form S-3

 Overview,
page 1

 1.
 Revise
 the opening paragraph of your Overview to disclose your revenues, net losses and accumulated deficit for the most recently completed
 fiscal year and interim period.

 In
response to the Staff's comment, the Company has revised the disclosures in Amendment No. 3 to disclose
its revenues, net losses and accumulated deficit for its fiscal year ended September 30, 2025 as reflected in the 2025 10-K.

 2.
 We
 note your response to prior comment 1 and refer to the final paragraph on page 1. Your revised disclosure remains unclear as to what
 assets, other than the Chalk River Project, were "Consent Assets" and the nature of the consents required.

 In
response to the Staff's comment, the Company has revised its disclosures in Amendment No. 3 to clarify the assets included
in the "Consent Assets" and the nature of the consents required. The Company notes that the general nature of these contracts
(albeit with specifics redacted for commercial reasons) appears in the Company's amended asset purchase agreement with USNC which
has previously been publicly filed by the Company.

 3.
 We
 note your revised discussion in the final paragraph on page 1 and the first paragraph on page 2. Please further revise to provide
 additional context regarding the stated reasons for the bankruptcy, including whether the reasons reflect widely applicable challenges
 confronting industry participants (such as prohibitive cost, financing concerns, or otherwise). In addition, please provide further
 disclosure regarding the encumbrances that could not be cleared through the bankruptcy process. We note that your revised disclosures
 here should provide contextualizing disclosure so that investors can evaluate your decision to pursue these particular assets in
 the manner described.

 The
Company believes that USNC's bankruptcy was not attributable to any broader challenges facing participants in the advanced nuclear
technology industry, including the Company. Rather, the Company believes that USNC's bankruptcy arose primarily from issues related
specifically to USNC and its business, notably the termination of USNC's primary source of funding, which had been provided by
a private, high-net-worth individual (or his affiliated entities) who passed away. Following such individual's death, his estate
elected to discontinue the financial support of USNC. The sudden and unexpected death of USNC's principal investor led to an immediate
loss of liquidity and the rapid accrual of outstanding obligations, which the management of USNC was unable to restructure or satisfy
in sufficient time to prevent payment defaults. These defaults directly resulted in the commencement of bankruptcy proceedings.

 In response to
the Staff's comment, the Company has added a sentence to its disclosure detailing the Company's belief that USNC's
bankruptcy was not attributable to any broader challenges facing participants in the advanced nuclear technology industry. The Company
respectfully submits, given the particular and isolated circumstances of USNC's bankruptcy, that the detail set forth above related
to such bankruptcy is not material to the Company's investors and need not be disclosed in the Registration Statement.

 The Company has
also clarified its disclosures regarding the potential for
encumbrances that could not be cleared through the bankruptcy process. The Company's revised disclosures (as disclosed in the
2025 10-K) also state that all assets acquired from USNC were acquired free and clear of any liens or encumbrances.

 Acquisition
of GFPL and 2025 Progress with Chalk River Project, page 2

 4.
 We
 note that there appears to have been confusion as to the ownership of the Consent Assets, most notably the Chalk River License Application.
 Please revise to clarify whether you sought a judgement with regard to ownership of the Chalk River License Application and related
 assets. In this regard, we note that the closing of the USNC Acquisition on January 10, 2025 was also intended to acquire the License,
 among other things. Further, disclose if there are currently any other parties that claim to have ownership of the Chalk River License
 Application, or any of the other assets that you believe you acquired in the USNC asset acquisition on January 10, 2025 or any subsequent
 transaction.

 In
response to the Staff's comment, the Company advises the Staff as follows:

 (a) As
already provided for in the Company's disclosures, the opportunity to acquire USNC's assets in a bankruptcy sale came about
quickly, resulting in limited time to conduct diligence. While the Company believed based on preliminary due diligence that the Chalk
River License Application was held by a Canadian partnership subsidiary of USNC and required the Canadian Consents in order to transfer
the same, post-closing due diligence revealed that the Chalk River License Application was in fact held in the name of GFPL, and further
that the Chalk River License Application could not be assigned by GFPL without having to start the entire licensing process anew. Therefore,
the decision was taken to buy GFPL (and thus the Chalk River License Application held by GFPL) directly.

 (b)
The Company reached the decision to buy GFPL after direct consultations with the CNSC. Therefore, no "judgement" was
needed with regard to the ownership of the Chalk River License Application and related assets, and (as previously disclosed) GFPL
was purchased free and clear of any liabilities other than the assumed fee owed to the CNSC. Such purchase (on such terms, including
that GFPL was acquired free and clear of any liens or encumbrances) was approved by the bankruptcy court hearing USNC's bankruptcy.

 (c)
The Company is not aware of any other parties that claim to have ownership of the Chalk River License Application or any other assets
that the Company or its subsidiaries purchased from USNC. No party has made any such claim to the Company. Moreover, all assets
acquired from USNC were acquired in a bankruptcy court approved process, free and clear of any liabilities, liens or encumbrances (other
than those expressly assumed as previously disclosed), which provides the Company with significant assurances of its ownership of the
Chalk River License Application and related assets.

 Disclosures have been added
to Amendment No. 3 to reflect the foregoing.

 5.
 We
note your disclosure in the second paragraph of this section. You state in the first sentence of that paragraph that you did not "formally
acquire the Consent Assets." It remains unclear what this phrase means. Please explain. In addition, please reconcile that statement
with your disclosure on the prior page which states that you "closed" on the acquisition of the USNC Assets (which are defined
to include the Canadian Assets which, in turn, are defined to include the Consent Assets).

 In
response to the Staff's comment, the Staff is advised that pursuant to the UNSC asset purchase agreement, at the closing of
the transactions, the Yu Entities, as designees of the Company, acquired the right to purchase the Consent Assets from UNSC and the other
debtors, subject to obtaining the applicable consents of the Canadian governmental authorities, and the Consent Assets were not actually
transferred to the Company or Yu at such closing. The Staff is further advised that the principal Consent Assets were certain
contracts and partnership interests related to the Chalk River project and the rights to the Chalk River License Application. When
it became clear after discussions between the Company and CNSC that the only practical way to acquire the Chalk River License Application
was by acquiring GFPL itself, the Company determined that the other Consent Assets were not material and no other assets which
were subject to the Yu Option needed to be acquired. We note that all intellectual property assets related to the KRONOS MMR (including
those in Canada) were purchased at the closing in January 2025. The Company has reviewed its disclosures in light of the Staff's
comment and made clarifying edits accordingly.

 6.
 Please
 clarify when the $250,000 escrow related to the Consent Assets was funded, whether the funds are held by a third party, and whether
 there is a time period during which you must exercise your right to terminate the January 10, 2025 deal for the Consent Assets in
 order to receive the return of the escrow amount. In addition, please revise to expressly state, if true, that the option
 was never exercised and has been terminated.

 The
Staff is advised that the escrow was funded in January 2025 at closing of the acquisition of the USNC Assets and is currently
held by Western Alliance Bank. The Company has the right to request the return of the escrow funds if the Canadian Consents were
not obtained within 90 days after the closing of the acquisition of the USNC Assets, and by doing so it would abandon its rights
to receive the Consent Assets.

 The
Staff is further advised that in mid-December
2025, the Company submitted a formal written request for the return of the $250,000 escrow amount and noted that by doing so, it abandoned its rights to receive the Consent Assets, which is still
pending return as of the date of this response letter. The Company notes that given the Company's current cash on hand, the
$250,000 amount is immaterial in the sense that it has no impact on the Company's ability to progress its business.

 Further, the Staff will recall
the Company's belief that with its acquisition of GFPL, it now possesses all Canadian Assets (namely intellectual property and
the Chalk River License Application) that it requires to progress its plans for the KRONOS MMR in Canada. The Staff is advised that
the Yu Option could only have been exercised by the Company if the Yu Entities actually acquired the Consent Assets. Since the Company
has now formally requested a return of the $250,000 escrow funds (since the Canadian Consents were not received by the agreed-upon due
date and the Company has no interest in or need for those assets), the Company has abandoned its rights to acquire the Consent Assets.
Therefore, those assets will no longer be acquired by the Yu Entities and thus there is no scenario under which the Company would exercise
the Yu Option. Accordingly, the Yu Option has never been exercised, and the Company will not exercise the Yu Option.
As a result, the Company believes that the Yu Option Agreement is immaterial and expects to terminate the Yu Option
Agreement shortly. The Company has revised its disclosures in Amendment No. 3 accordingly.

 Summary,
page 3

 7.
 We
 note your response to prior comment 3 provides that you anticipate submitting your construction permit application in early 2026.
 We also note you continue to state that the regulatory process includes conducting the approved fuel qualification program, completing
 the associated safety and environmental analyses, and submitting an application for a construction permit or operating license for
 the KRONOS MMR™ reactor. Please revise to address each step and the anticipated timeline for completion such that you are able
 to meet your projected target of early 2026. In addition, please address whether the NRC review process is typically roughly one
 year as projected and what variables typically affect timing.

 In
response to the Staff's comment, the Company has revised the disclosures under the "Prospectus Summary" sections
of Amendment No. 3 to address each step and the anticipated timeline for completion such that the Company is able to meet the
projected target of early 2026 and the duration of NRC review process and the variables that typically affect the timing of such
review.

 The
Company further advises the Staff that in late April 2025, the U.S. Nuclear Regulatory Commission ("NRC") issued its
final Safety Evaluation approving the Fuel Qualification Methodology Topical Report ("FQM TR") for the KRONOS MMR™
reactor fuel. Approval of the FQM TR does not authorize construction or operation of the KRONOS MMR™ reactor; rather, it represents
NRC approval of the methodology that will be used to qualify fuel in subsequent licensing stages. The Company's regulatory activities
to date have been conducted within the NRC's pre-application framework, which has included multiple technical submittals, meetings,
and NRC staff feedback related to the Company's technical submittals documented on the NRC's public pre-application
docket for the University of Illinois at Urbana-Champaign.

 The
Company's next steps toward submission of a construction permit application for the KRONOS MMR™ reactor consist of several
regulatory and technical workstreams that are being conducted in parallel rather than sequentially. These activities include continued
NRC pre-application engagement and technical interactions, completion of site characterization activities and development of site-specific
inputs (including collecting and preparing location-specific technical, environmental, and engineering information to support regulatory
filings and design work for a particular site), preparation of the environmental report required to support a construction permit application,
preparation of preliminary safety analyses and application documentation, and initiation and ongoing execution of the NRC-approved fuel
qualification program in accordance with its approved scope and phased development plan.

 With
respect to site-specific work, the Company engaged AECOM, a multi-disciplinary engineering firm, in June 2025 to support site characterization,
engineering, environmental analysis, and regulatory planning activities associated with the proposed reactor site at the University of
Illinois at Urbana-Champaign. The agreement with AECOM has a term of three (3) years, which will be automatically renewed
on an annual basis. These activities include site drilling and collection of geological and environmental data required to support a
construction permit application. The Company currently expects to complete the princi