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

 VIA
EDGAR

 January
27, 2026

 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. 3 to Registration Statement on Form S-3
 Filed
 December 23, 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 January 16, 2026, 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. 3 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. 4 to the Registration
Statement (" Amendment No. 4 "), which is being filed with the Commission concurrently with the submission of this response
letter.

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

 January
2025 Acquisition of KRONOS and LOKI Assets, page 1

 1.
 We
 note your response to prior comment 2. We also note that your disclosure regarding the USNC Assets appears to be inconsistent. For
 instance, the first sentence of the second paragraph appears to carve out Consent Assets as "not actually transferred";
 and the first sentence of the third paragraph appears to indicate that you did not close on the Consent Assets. The distinction may
 not be clear to investors. Please revise for consistency throughout, including with respect to how you define the USNC Assets and
 whether all or some portion of the USNC Assets acquisition closed. In addition, consider whether sequencing events chronologically
 would improve clarity.

 In
response to the Staff's comment, the Company has revised its disclosures in Amendment No. 4 to further clarify that the
Consent Assets were excluded from the closing of the Company's acquisition of the USNC Assets in January 2025
due to the requirement of the Canadian Consents and the potential for unknown liabilities. Accordingly, the Consent Assets were
retained by USNC subject to the Company's right to acquire them following receipt of the Canadian Consents. The Company
has also revised its disclosure to make clear that all other components of the USNC Assets, other than the Consent Assets, were acquired
on January 10, 2025.

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

 2.
 We
 note your response to prior comment 3. Please revise to provide the information you include in your supplemental response letter
 regarding the stated reasons for the bankruptcy.

 In
response to the Staff's comment, the Company has revised its disclosures in Amendment No. 4 to provide the Company's
understanding of the reasons for USNC's bankruptcy.

 3.
 We
 note your response to prior comment 4. Please revise to describe the nature of the direct
 consultations with the CNSC and whether any such consultations occurred prior
 to the initial closing in January 2025 which was intended to acquire the License Application.
 Also, we note your statement that no judgement as to ownership was needed. Given the uncertainty
 surrounding the initial acquisition, it is unclear how you reached this determination. Please
 disclose whether you have received a formal confirmation from CNSC (and their legal authority
 to provide such confirmation) or an opinion of counsel.

 Further,
 with respect to your mention of the bankruptcy court in the final sentences of items (b) and (c) of your response, it appears that
 the bankruptcy court approved the sale in December 2024, which was before the issue regarding ownership of the license was discovered.
 As such, your disclosure is unclear how the bankruptcy approval ensures that you have acquired legal ownership of the License Application
 pursuant to the GFPL acquisition. Please clarify.

 In
response to the Staff's comment, the Company has revised its disclosures in Amendment No. 4 to describe the nature of the
Company's communications with the CNSC, which were only first conducted following the January 2025 closing of the
Company's acquisition of the USNC Assets (which, again, excluded the Consent Assets).

 Further,
the Staff is advised that (as disclosed in Amendment No. 3) there were two bankruptcy court approvals involved in the acquisition
of the USNC Assets: one in December 2024 and the other in September 2025. As disclosed in Amendment No.3, as amended by Amendment
No. 4 with the Staff's comment in mind, in December 2024, the bankruptcy court approved the sale of the USNC Assets, which approval
included the Company's right to purchase the Consent Assets and assign its purchase rights. As noted in the Company's
response to Comment 1 above and as disclosed in Amendment No. 4, all other components of the USNC Assets, other than the Consent
Assets, were acquired on January 10, 2025. The Company respectfully advises the Staff that this clarity should be helpful to investors
and should avoid any confusion as securing the rights to the KRONOS and LOKI assets and projects (notably at UIUC) is particularly material
to the Company as highlighted in all of the Company's 2025 disclosures.

 In
addition, as disclosed in Amendment No. 3 but further clarified in Amendment No. 4 in response to the Staff's comment, during
the Company's post-January 2025 closing due diligence and communications with the CNSC regarding the potential purchase
of the Consent Assets, the Company learned that GFPL, and not the Canadian Partnership, was in fact the holder of the Chalk River License
Application. After several months, the Company was further informed by the CNSC that the Chalk River License Application could
not be transferred and that only GFPL itself could complete the Chalk River License Application and obtain the license for the Chalk
River Project or, alternatively, the Company or its subsidiaries or designees would need to file a new application with the CNSC. As
a result, on August 14, 2025, the Company entered into a purchase agreement (the "GFPL Purchase Agreement") with relevant
parties to purchase all of the equity interests of GFPL and any other assets of GFPL that were specified in the GFPL Purchase Agreement
(including the rights to the Chalk River License Application). The GFPL Purchase Agreement and the transactions contemplated thereby
were subject to the approval of the bankruptcy court, which was obtained on September 2, 2025, and the Company's acquisition of
GFPL was closed on October 16, 2025. Upon closing of the GFPL transaction, GFPL became the Company's wholly owned subsidiary and
the Company has the right to proceed with the Chalk River License Application through GFPL. As of the date of this response, the
Chalk River License Application is still pending approval by the CNSC. The foregoing disclosure has been incorporated into Amendment
No. 4.

 General

 4.
 We
 note your responses to prior comments 7, 8, and 9. However, it remains unclear how you arrived
 at the projected dates for your various proposed launches of proposed business lines. In
 this regard, the proposed target dates appear to be very uncertain. For instance, and without
 limitation, you refer to targets (i) in "late 2020's with the objective of achieving
 a ground demonstration as early as 2030 or 2031" and (ii) "in the 2030's";
 refer to construction permitting dates in some instances rather than completion dates; and
 continue to refer to certain launch dates without discussing intermediate steps in appropriate
 detail, including due diligence, contract negotiations, site evaluation/acquisition, and
 other steps. Also, we note that your timelines appear subject to significant other variables
 such that your actual timing seems undetermined.

 In
 light of the above, it is unclear how the current disclosure regarding your timeline is instructive to investors. Accordingly, please
 carefully revise to provide enhanced discussions of your timeline, including relevant assumptions and variables, as well as detailed
 discussions of your current progress toward completion of those steps. Your disclosures should also explain applicable federal and
 state licensing requirements, including the anticipated timeline(s) to complete such requirements.

 In
response to the Staff's comment, the Company has revised its disclosures regarding the projected dates or anticipated
timelines for the Company's various commercial launches of its proposed business lines in Amendment No. 4, including relevant
assumptions and variables. In particular, in the "Overview" section of the prospectus summary, the Company has inserted
prominent cautionary disclosure regarding the Company's basis for its beliefs (including management's experience,
expertise and communications with regulators and other stakeholders such as contractors) as well as references to the risks which
could cause the Company's estimates not to be met. As the Staff is aware, such cautionary language is consistent with the
forward-looking statement safe harbor provisions of the federal securities laws.

 5.
 In
 addition, please address your capacity to conduct workstreams and launches "in parallel" given your human resource limitations.
 Please note that if you do not have sufficient basis to provide meaningfully precise timing and sufficient basis to expect that you
 will meet such timing for your proposed business lines, you should provide prominent disclosure throughout the prospectus in that
 regard, including in the opening paragraph of the Overview, Our Challenges, and at each mention of your business line(s).

 The
Staff is respectfully advised that the Company believes it has sufficient human resources and a sufficient basis to provide meaningfully
precise timing (and an expectation that the Company will meet the anticipated timing) for commercial launches of the Company's
proposed business lines. In response to the Staff's comment, prominent disclosures (including cautionary language) have been added
to the "Overview" and "Our Challenges" subsections in the "Prospectus Summary" and to the "Risk
Factors" section of the prospectuses contained in Amendment No. 4. The Company respectfully submits, given the prominence and clarity
of this disclosure, that repeating it in all places where the Company's business lines are mentioned would be overly redundant.

 6.
 Please
 ensure that conforming revisions appear in the primary and at-the-market prospectuses.

 The
Company has made conforming revisions in the primary and at-the-market prospectuses in Amendment No. 4.

 ***

 We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact 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.