SecProbe.io

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 NANO
NUCLEAR ENERGY Inc.

 10
Times Square, 30 th Floor

 New
York, NY 10018

 June
18, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Ms. Irene Barberena-Meissner

 Re:
 Nano
 Nuclear Energy, Inc.

 Registration
 Statement on Form S-3
 File
 No. 333-287886
 Filed
 June 9, 2025

 Dear
Ms. Barberena-Meissner:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nano Nuclear Energy Inc. (the " Company ") hereby requests
acceleration of effectiveness of the above referenced Registration Statement on Form S-3 so that it will become effective at 4:30 p.m.,
Eastern Time, on Wednesday, June 18, 2025 (the " Effective Time "). The Company hereby grants to Lawrence A. Rosenbloom,
Esq. of Ellenoff Grossman & Schole LLP the authority to communicate to the staff of the U.S. Securities and Exchange Commission one
or more requests for any potential deferral of the Effective Time.

 Very
 truly yours,

 /s/
 James Walker

 James
 Walker

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
10 Times Square, 30th Floor
New York, NY 10018

 Re: Nano Nuclear Energy Inc.
 Registration Statement on Form S-3
 Filed June 9, 2025
 File No. 333-287886
Dear James Walker:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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NANO
NUCLEAR ENERGY Inc.

10
Times Square, 30th Floor

New
York, NY 10018

January
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
DC 20549

Attention:
Anuja Majmudar

    Re:
    Nano
    Nuclear Energy, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-284282

    Filed
    January 14, 2025

Dear
Ms. Majmudar:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nano Nuclear Energy Inc. (the “Company”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement on Form S-1 so that it will become effective at 4:30 p.m.,
Eastern Time, on Friday, January 24, 2025 (the “Effective Time”). The Company hereby grants to Lawrence A. Rosenbloom,
Esq. of Ellenoff Grossman & Schole LLP the authority to communicate to the staff of the U.S. Securities and Exchange Commission one
or more requests for any potential deferral of the Effective Time.

    Very
    truly yours,

    /s/
    James Walker

    James
    Walker

    Chief
    Executive Officer

January 21, 2025
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
10 Times Square, 30th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Registration Statement on Form S-1
Filed January 14, 2025
File No. 333-284282
Dear James Walker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lawrence A. Rosenbloom, Esq.

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The
Benchmark Company, LLC

150
E. 58th Street, 17th Floor

New
York, NY 10155

October
22, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-282750

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Michael Purcell:

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 Time, on Wednesday, October 23, 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

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NANO
NUCLEAR ENERGY INC.

10
Times Square, 30th Floor

New
York, New York 10018

October
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Michael Purcell

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
    Statement on Form S-1

    Filed
    October 21, 2024

    File
    No. 333-282750

Dear
Mr. Purcell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nano Nuclear Energy Inc., hereby requests acceleration of effectiveness of
the above referenced Registration Statement on Form S-1 so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, October
23, 2024 (the “Effective Time”). The Company hereby grants to each of Richard I. Anslow, Esq. and Lawrence A. Rosenbloom,
Esq. of Ellenoff Grossman & Schole LLP the authority to communicate to the staff of the U.S. Securities and Exchange Commission one
or more requests for any potential deferral of the Effective Time.

    Very
    truly yours,

    /s/
    James Walker

    James
    Walker

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

October 16, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
10 Times Square, 30th Floor
New York, New York 10018
Re:Nano Nuclear Energy Inc.
Draft Registration Statement on Form S-1
Submitted October 7, 2024
CIK No. 0001923891
Dear James Walker:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lawrence Rosenbloom

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NANO
NUCLEAR ENERGY INC.

10
Times Square, 30th Floor

New
York, New York 10018

July
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Claudia Rios

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
                                            Statement on Form S-1

    Filed
July 9, 2024

    File
    No. 333-280727

Dear
Ms. Rios:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nano Nuclear Energy Inc., hereby requests acceleration of effectiveness of
the above referenced Registration Statement on Form S-1 so that it will become effective at 4:30 p.m., Eastern Time, on Thursday,
July 11, 2024 (the “Effective Time”). The Company hereby grants to each of Richard I. Anslow, Esq. and
Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole LLP the authority to communicate to the staff of the U.S. Securities and
Exchange Commission one or more requests for any potential deferral of the Effective Time.

    Very
    truly yours,

    /s/
    James Walker

    James
    Walker

    Chief
    Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

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The
Benchmark Company, LLC

150
E. 58th Street, 17th Floor

New
York, NY 10155

July
9, 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:

    Claudia
    Rios

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-280727

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Rios:

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 Time, on Thursday, July 11, 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

July 2, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
10 Times Square, 30th Floor
New York, New York 10018
Re:Nano Nuclear Energy Inc.
Draft Registration Statement on Form S-1
Submitted June 25, 2024
CIK No. 0001923891
Dear James Walker:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard I. Anslow, Esq.

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NANO
NUCLEAR ENERGY INC.

10
Times Square, 30th Floor

New
York, New York 10018

May
2, 2024

VIA
EDGAR

U.S.
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

    Initially
    filed March 19, 2024, as amended

    File
    No. 333-278076

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nano Nuclear Energy Inc., hereby requests acceleration of effectiveness of
the above referenced Registration Statement on Form S-1 so that it will become effective at 4:30 p.m., Eastern Daylight Time, on Monday,
May 6, 2024, or as soon thereafter as practicable.

    Very
    truly yours,

    /s/
    James Walker

    James
    Walker

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

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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

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Nano Nuclear Energy Inc.

10 Times Square, 30th Floor

New York, New York 10018

VIA EDGAR

April 23, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Joseph Klinko

    Karl Hiller

    Cheryl Brown

    Karina Dorin

    Re:
    Nano Nuclear Energy Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed April 10, 2024

    File No. 333-278076

Ladies and Gentlemen:

Nano Nuclear Energy Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s responses
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on April 18, 2024, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed by the Company with the
Commission on April 10, 2024 (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.

Concurrently with the submission
of this response letter, the Company is filing Amendment No.2 to the Registration Statement (“Amendment No.2”) via
the EDGAR system. Amendment No.2 contains revised disclosure based on the Staff’s comments as noted below (including an updated
exhibit 10.17) as well as additional updating disclosures.

    1

Amendment No. 1 to Registration Statement on
Form S-1

Prospectus Summary, page 5

    1.
    We note your response to prior comment 1. Given your revised disclosure that as part of the license for a patent related to devices and systems used for Halaeu transportation you agreed to pay BEA royalties as well as certain licensing payments and meet specific performance milestones within the first 48 months of the agreement’s effective date, and given that this license provides the basis for your Fuel Transportation Business, which you hope to have in operation by 2026 and prior to your Micro Nuclear Reactor Business and Fuel Fabrication Business, please provide a more detailed analysis supporting your response that this agreement was entered in the ordinary course and is not a contract upon which your business is substantially dependent. Alternatively, please file the agreement as an exhibit to your registration and revise to ensure all material terms of the licensing agreement are disclosed in the prospectus.

Response: In response to
the Staff’s comment, while we do not necessarily agree that the license agreement with BAE is a “material contract”
as defined in Rule 601(b)(10) of Regulation S-K in that (i) the Company’s business is
not substantially dependent on the license (emphasis added) and (ii) the license
is not one on which the Company’s business depends to a material extent (emphasis
added), we acknowledge that the license (which is associated with only one of four business lines of the Company) is overall material.
Therefore, we have revised our disclosures to include additional information regarding the license under the “Prospectus Summary”
section on page 5, and “Business” section on pages 51 and 55 of Amendment No. 2 to provide additional disclosures regarding
this license agreement to investors.

With respect to filing the license
agreement as an exhibit to Amendment No. 2, and as discussed by our legal counsel with the Staff, we respectfully advise the Staff that
we are unable to file the license agreement given its “Official Use Only” (OUO) designation. This means that given the sensitive
nature of the license agreement, we are precluded from filing it as an exhibit in its current form, even redacted. OUO pertains to documentation
that, although not classified, could lead to potential damage to governmental, commercial, or private interests if released publicly.
OUO designation is determined by applicable government agency policy (in this case the Department of Energy). We believe that the inclusion
of additional details regarding the license agreement in Amendment No. 2 as noted above should strike a balance between the need to provide
appropriate information to investors and the Company’s obligations to its government commercial partner.

Exhibits

    2.
    Please file a revised legal opinion as Exhibit 5.1 to include the specific number of securities being registered by the registration statement as well as the maximum aggregate offering price consistent with the prospectus cover page.

Response: We kindly direct
your attention to our response concerning Comment 3 below addressing the maximum dollar value of shares of common stock being offered.
The Staff is reminded that the 5.1 legal opinion filed as an exhibit to Amendment No. 1 covers such maximum dollar value. We hereby confirm
that in the event of an increase in the maximum dollar value, a revised 5.1 legal opinion covering the securities subject to such increase
will be filed promptly.

General

3. We note your response to prior comment 10 and reissue the comment. We note that the filing fee table
included as Exhibit 107 reflects that you are relying on Rule 457(o). Please revise the “Proposed Maximum Aggregate Offering Price”
column to reflect the maximum offering price that you disclose in the prospectus for all offered securities or advise. In that regard,
we note you disclose that you anticipate that the initial public offering price of your common stock could be up to $6.00 per share.

Response: In response
to the Staff’s comment and in accordance with the discussions between our counsel and the Staff regarding this matter, and taking
into consideration the provisions of Rule 457(o) and the maximum dollar value of $15 million of firm shares being registered in this
offering, we hereby confirm that if the Company elects to sell shares of common stock in the offering at a price greater than
$5.00, the Company will either (i) offer and sell less than the 3 million shares of common stock reflected in the current preliminary
prospectus such that the maximum dollar value of shares of common stock in the offering will not exceed $15 million or (ii) register,
and pay an additional registration fee for, an appropriate additional dollar value of shares of common stock offered to reflect the increased
offering price.

******

    2

We thank the Staff for its review
of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel,
Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole LLP, at lrosenbloom@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    NANO NUCLEAR ENERGY INC.

    By:
    /s/ James Walker

    Name:
    James Walker

    Title:
    Chief Executive Officer

cc: Lawrence A. Rosenbloom, Esq.

    3

United States securities and exchange commission logo
April 18, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
1411 Broadway, 38th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278076
Dear James Walker:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 5
1.We note your response to prior comment 1. Given your revised disclosure that as part of
the license for a patent related to devices and systems used for Halaeu transportation you
agreed to pay BEA royalties as well as certain licensing payments and meet specific
performance milestones within the first 48 months of the agreement's effective date, and
given that this license provides the basis for your Fuel Transportation Business, which you
hope to have in operation by 2026 and prior to your Micro Nuclear Reactor Business and
Fuel Fabrication Business, please provide a more detailed analysis supporting your
response that this agreement was entered in the ordinary course and is not a contract upon
which your business is substantially dependent. Alternatively, please file the agreement as
an exhibit to your registration and revise to ensure all material terms of the licensing
agreement are disclosed in the prospectus.

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 April 18, 2024 Page 2
 FirstName LastName
James Walker
Nano Nuclear Energy Inc.
April 18, 2024
Page 2
Exhibits
2.Please file a revised legal opinion as Exhibit 5.1 to include the specific number of
securities being registered by the registration statement as well as the maximum aggregate
offering price consistent with the prospectus cover page.
General
3.We note your response to prior comment 10 and reissue the comment. We note that the
filing fee table included as Exhibit 107 reflects that you are relying on Rule 457(o). Please
revise the "Proposed Maximum Aggregate Offering Price" column to reflect the
maximum offering price that you disclose in the prospectus for all offered securities or
advise. In that regard, we note you disclose that you anticipate that the initial public
offering price of your common stock could be up to $6.00 per share.
            Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lawrence A. Rosenbloom, Esq.

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Nano
Nuclear Energy Inc.

10
Times Square, 30th Floor

New
York, New York 10018

VIA
EDGAR

April
10, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attention:

    Joseph Klinko

    Karl
    Hiller

    Cheryl
    Brown

    Karina
    Dorin

    Re:
    Nano
    Nuclear Energy Inc.

    Registration
    Statement on Form S-1

    Filed
    March 19, 2024

File
No. 333-278076

Ladies
and Gentlemen:

Nano
Nuclear Energy Inc. (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s responses to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) on April 4, 2024, relating to the Company’s Registration Statement on
Form S-1, filed by the Company with the Commission on March 19, 2024 (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.

Concurrently
with the submission of this response letter, the Company is filing Amendment No.1 to the Registration Statement (“Amendment
No.1”) via the EDGAR system. Amendment No.1 contains revised disclosure based on the Staff’s comments as noted below
as well as additional updating disclosures and new exhibits. The Staff is also supplementally advised that references to the put right held by a Company investor have been removed
as the subscription agreement with such investor was amended on March 30, 2024 to remove such put right.

Registration
Statement on Form S-1

Prospectus
Summary

Overview,
page 1

1. We
                                            note disclosure here and elsewhere that you expect to receive an exclusive license for a
                                            high capacity HALEU fuel transportation basket design in the first quarter of 2024. Given
                                            that the first quarter of 2024 has passed, please update these disclosures. If such licensing
                                            agreement has been received, please revise to disclose all material terms in the prospectus
                                            and file the agreement as an exhibit to the registration statement, or tell us why you believe
                                            it is not required to be filed.

Response: The
Staff is advised that the Company received the license in question in early April 2024. We have revised our disclosures under the “Prospectus
Summary” section on pages 1 and 5, the “Risk Factor” section on pages 15 and 19, the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on page 37,
the “Business” section on pages 41, 51 and 55, of Amendment No.1 accordingly. The Staff is further advised
that the material terms of the license agreement are also disclosed under the “Prospectus Summary” section on
page 5 and the “Business” section on pages 51 and 55, of Amendment No.1.

The
Staff is further advised that while we consider the existence of this license to be material to investors, we do not consider the license
a “material contract” that requires filing as an exhibit to the Registration Statement. Our view in this regard is based
on our analysis of the licensing agreement in accordance with section (b)(10) of Item 601 of Regulation S-K in that (i) a license for
this type of technology ordinarily accompanies the kind of business conducted by the Company,
(ii) the license is not a contract upon which our business is substantially dependent, as the license
relates to only one of four proposed business lines of the Company, and (iii) we expect to develop our own intellectual property relating
to our nuclear fuel transportation business as this business concept progresses over time.

    1

Capitalization,
page 33

2. We
                                            note your disclosure regarding the issuance and sale of 822,146 shares of your common stock
                                            at a price of $3.00 per share. As it appears that you had received some proceeds associated
                                            with this transaction in the form of stock subscriptions prior to December 31, 2023, please
                                            expand your disclosure to clarify the extent to which the effects of this transaction are
                                            shown in the actual, pro forma, and pro forma as adjusted columns.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

3. Please
                                            revise as necessary to reconcile your disclosure indicating the number of common shares that
                                            will be outstanding upon completion of the offering is 26,007,015 shares, with the corresponding
                                            disclosure on page 8, indicating there will be 29,007,015 shares of common stock outstanding
                                            at that point in time.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

4. Please
                                            expand your description of the pro forma as adjusted amounts to quantify the underwriting
                                            discounts and estimated offering expenses that are reflected in your adjustment, also to
                                            include your rationale for the apparent reclassification of the mezzanine equity shares and
                                            balances.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Capitalization” section on
page 33 of Amendment No.1.

Dilution,
page 34

5. We
                                            note that you appear to have included prepaid expenses in your computations of the historical
                                            and pro forma historical net tangible book values and that you do not provide details sufficient
                                            to understand how you have calculated the corresponding per share amounts. Please revise
                                            these calculations as necessary to exclude non-tangible assets and to clarify how the shares
                                            being utilized reconcile to those reported on page F-4.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Dilution” section on pages
34 and 35 of Amendment No.1.

Business

Description
of Properties, page 58

6. We
                                            note you disclose that you lease office space from Flewber Global, Inc., a related party,
                                            for $10,000 a month. However, Exhibit 10.12 indicates that such office space is leased for
                                            $5,000 per month. Please advise or revise.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Business - Description of Properties”
section on page 58 of Amendment No.1. We respectfully advise the Staff that such office space from Flewber Global, Inc. is currently
leased for $10,000 per month as disclosed in the Lease Amendment Agreement to the Lease Agreement dated September 1, 2022, which was
filed as part of Exhibit 10.12 to the Registration Statement filed on March 19, 2024.

    2

Executive
and Director Compensation

Summary
Compensation Table, page 72

7. Please
                                            revise to disclose the compensation items tabulated in the “All Other Compensation”
                                            column. See Item 402(n)(2)(ix) of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Executive and Director Compensation”
section on page 72 of Amendment No.1.

Financial
Statements, page F-1

8. Please
                                                                                                                                                                  address the labeling inconsistency regarding the company name on page F-3.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Financial Statements” section
on page F-3 of Amendment No.1.

Exhibits

Exhibit
23.1 - Consent of Independent Registered Public Accounting Firm, page II-3

9. Please
                                            obtain and file an updated consent from the auditor that does not include the Additional
                                            Guidance and Practice Points.

Response:
In response to the Staff’s comment, we have filed an updated consent letter from the auditor as an exhibit to Amendment No.1.

General

10. We
                                            note your filing fee table included as Exhibit 107 reflects that you are relying on Rule
                                            457(o). Please revise the “Proposed Maximum Aggregate Offering Price” column
                                            to reflect the maximum offering price that you disclose in the prospectus.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that, utilizing Rule 457(o), we have calculated the registration
fee based on the proposed maximum offering price of $17,250,000 (comprised of a $15,000,000 offering plus $2,250,000 for the underwriters’
over-allotment option). We believe this was properly reflected in Exhibit 107 to the Registration Statement filed on March 19, 2024.

    3

We
thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate
to contact our legal counsel, Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole LLP, at lrosenbloom@egsllp.com or by telephone
at (212) 370-1300.

    Very
    truly yours,

    NANO
    NUCLEAR ENERGY INC.

    By:
    /s/
    James Walker

    Name:

    James
    Walker

    Title:
    Chief
    Executive Officer

cc:
Lawrence A. Rosenbloom, Esq.

    4

United States securities and exchange commission logo
April 4, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
1411 Broadway, 38th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Registration Statement on Form S-1
Filed March 19, 2024
File No. 333-278076
Dear James Walker:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note disclosure here and elsewhere that you expect to receive an exclusive license for
a high capacity HALEU fuel transportation basket design in the first quarter of 2024.
Given that the first quarter of 2024 has passed, please update these disclosures. If such
licensing agreement has been received, please revise to disclose all material terms in the
prospectus and file the agreement as an exhibit to the registration statement, or tell us why
you believe it is not required to be filed.

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 April 4, 2024 Page 2
 FirstName LastName
James Walker
Nano Nuclear Energy Inc.
April 4, 2024
Page 2
Capitalization, page 33
2.We note your disclosure regarding the issuance and sale of 822,146 shares of your
common stock at a price of $3.00 per share. As it appears that you had received some
proceeds associated with this transaction in the form of stock subscriptions prior to
December 31, 2023, please expand your disclosure to clarify the extent to which the
effects of this transaction are shown in the actual, pro forma, and pro forma as adjusted
columns.
3.Please revise as necessary to reconcile your disclosure indicating the number of common
shares that will be outstanding upon completion of the offering is 26,007,015 shares, with
the corresponding disclosure on page 8, indicating there will be 29,007,015 shares of
common stock outstanding at that point in time.
4.Please expand your description of the pro forma as adjusted amounts to quantify the
underwriting discounts and estimated offering expenses that are reflected in your
adjustment, also to include your rationale for the apparent reclassification of the
mezzanine equity shares and balances.
Dilution, page 34
5.We note that you appear to have included prepaid expenses in your computations of the
historical and pro forma historical net tangible book values and that you do not provide
details sufficient to understand how you have calculated the corresponding per share
amounts. Please revise these calculations as necessary to exclude non-tangible assets and
to clarify how the shares being utilized reconcile to those reported on page F-4.
Business
Description of Properties, page 58
6.We note you disclose that you lease office space from Flewber Global, Inc., a related
party, for $10,000 a month. However, Exhibit 10.12 indicates that such office space is
leased for $5,000 per month. Please advise or revise.
Executive and Director Compensation
Summary Compensation Table, page 72
7.Please revise to disclose the compensation items tabulated in the "All Other
Compensation" column. See Item 402(n)(2)(ix) of Regulation S-K.
Financial Statements, page F-1
8.Please address the labeling inconsistency regarding the company name on page F-3.

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 April 4, 2024 Page 3
 FirstName LastName
James Walker
Nano Nuclear Energy Inc.
April 4, 2024
Page 3
Exhibits
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page II-3
9.Please obtain and file an updated consent from the auditor that does not include the
Additional Guidance and Practice Points.
General
10.We note your filing fee table included as Exhibit 107 reflects that you are relying on Rule
457(o). Please revise the "Proposed Maximum Aggregate Offering Price" column to
reflect the maximum offering price that you disclose in the prospectus.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lawrence A. Rosenbloom, Esq.

CORRESP
1
filename1.htm

Nano
Nuclear Energy Inc.

10 Times Square, 30th
Floor

New York, New York 10018

VIA
EDGAR

March
19, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Joseph
    Klinko

    Karl
    Hiller

    Cheryl
    Brown

    Karina
    Dorin

    Re:

    Nano
    Nuclear Energy Inc.

    Amendment
    No. 1 to Draft Registration Statement on Form S-1

    Submitted
    January 31, 2024

    CIK
    0001923891

Ladies
and Gentlemen:

Nano
Nuclear Energy Inc. (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on February 9, 2024, relating to the Company’s
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted by the Company to the Commission on January 31, 2024 (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.

Concurrently with the submission
of this response letter, the Company is live filing the Registration Statement via the EDGAR system. The Registration Statement contains revised disclosure based on the Staff’s comments as noted below as well
as additional updating disclosures.

Amendment
No. 1 to Draft Registration Statement on Form S-1

History
of Securities Issuances, page 83

    1.
    Please
    revise your disclosure to indicate the section of the Securities Act or rule under which exemption from registration is claimed and
    state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “History of Securities Issuances”
section on page 82 of the Registration Statement.

General

    2.
    We
    note you disclose that your estimated expenditures of approximately $4 million over the next twelve months focus on progressing your
    development of advanced nuclear microreactors. We also note you disclose that you plan to acquire a nuclear business services and
    consultancy provider by the end of 2024. Please revise to clarify whether you intend to apply any proceeds from this offering to
    such acquisition and if such acquisition costs are included in your estimated expenditures of $4 million over the next twelve months.

Response:
In response to the Staff’s comment, we have revised our disclosures under the “Prospectus Summary” section
on page 2, “Risk Factors” section on pages 12 and 16, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section on pages 36 and 37, and the “Business”
section on pages 42 and 52 of the Registration Statement. The Staff is advised that we have no intention
to apply any proceeds from this offering to such acquisition of a nuclear business services and consultancy provider and such acquisition
costs are not included in our estimated expenditures of $4 million over the next twelve months.

We
thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate
to contact our legal counsel, Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman & Schole LLP, at lrosenbloom@egsllp.com or by telephone
at (212) 370-1300.

    Very
    truly yours,

    NANO
    NUCLEAR ENERGY INC.

    By:
    /s/
    James Walker

    Name:

    James
    Walker

    Title:
    Chief
    Executive Officer

cc: Lawrence A. Rosenbloom, Esq.

United States securities and exchange commission logo
February 9, 2024
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
1411 Broadway, 38th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 31, 2024
CIK 0001923891
Dear James Walker:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
History of Securities Issuances, page 83
1.Please revise your disclosure to indicate the section of the Securities Act or rule under
which exemption from registration is claimed and state briefly the facts relied upon to
make the exemption available. See Item 701(d) of Regulation S-K.
General
2.We note you disclose that your estimated expenditures of approximately $4 million over
the next twelve months focus on progressing your development of advanced nuclear
microreactors. We also note you disclose that you plan to acquire a nuclear business
services and consultancy provider by the end of 2024. Please revise to clarify whether

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 February 9, 2024 Page 2
 FirstName LastName
James Walker
Nano Nuclear Energy Inc.
February 9, 2024
Page 2
you intend to apply any proceeds from this offering to such acquisition and if such
acquisition costs are included in your estimated expenditures of $4 million over the next
twelve months.
            Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lawrence A. Rosenbloom, Esq.

United States securities and exchange commission logo
November 6, 2023
James Walker
Chief Executive Officer
Nano Nuclear Energy Inc.
1411 Broadway, 38th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Draft Registration Statement on Form S-1
Submitted October 10, 2023
CIK 0001923891
Dear James Walker:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted October 10, 2023
Prospectus Summary
Overview, page 1
1.We note your disclosure on page 11 that you anticipate it will take several years for you to
commence generating meaningful revenues. Please revise your disclosure to describe in
more detail your plan of operations for the next twelve months, including the anticipated
timeline and expenditures for these events. Also describe in more detail your plans for
providing nuclear service support and consultation services. In that regard, we note your
disclosure that it represents your most near-term revenue generating opportunity and your
disclosure elsewhere that you have already identified several nuclear business services and
consultancy providers, which have been assessed as potentially suitable for acquisition.
2.We note various references to your collaborations, partnerships and coordinations,
including your collaboration with INL, academic partnerships, and coordinations

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 November 6, 2023 Page 2
 FirstName LastNameJames Walker
Nano Nuclear Energy Inc.
November 6, 2023
Page 2
with DOE and INL. Please describe such arrangements in greater detail and, to the extent
there are any agreements governing such arrangements, please file them as exhibits to
your registration statement.
Our Vision, Market Opportunity and Key Government Support, page 2
3.We note your disclosure that you believe you are differentiated from your competitors in
many ways, including, among other things, secured government contracts. Please revise to
disclose material terms of these contracts in the prospectus and file them as exhibits to
your registration statement, or explain why you believe that filing such contracts is not
required. Refer to Item 601(b) of Regulation S-K.
Risk Factors, page 11
4.We note that pursuant to a subscription agreement signed in the nine months ended June
30, 2023, a subscriber purchased 2,000,000 shares of common stock and has a put
right. Please revise to include a risk factor to address any risks associated with the
exercise of this put right.
Cautionary Note Regarding Forward-Looking Statements, page 31
5.Please note that Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the Securities Act of 1933 do not apply to initial public offerings. Accordingly, please
revise to remove these references.
Use of Proceeds, page 32
6.We note your disclosure regarding your use of proceeds for the research and development
of products and technology, including design optimization, test work and scoping studies.
If known, please revise to disclose the approximate amount of proceeds intended to be
used for each purpose you identify. If the anticipated proceeds will not be sufficient to
accomplish all the proposed purposes, please disclose the amounts and sources of other
funds needed.
Management's Discussion and Analysis
Factors and Trends Affecting Our Business and Results of Operations, page 36
7.We note your disclosures on pages 15, 37, and 53 referencing opportunities that would
provide "immediate revenue" for the company, including "several nuclear business
services and consultancy providers" you have assessed as "potentially suitable for
acquisition," and "expansion potential" to provide "in-house expertise, at greatly reduced
costs;" also on page 2 of having "secured government contracts and [a] world class team."

Please revise these disclosures as necessary to clarify the extent and status of any
negotiations and plans for specific acquisitions, or to clarify if there are none. If you have
any tentative agreements for acquisitions of specific businesses, identify the company or

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 November 6, 2023 Page 3
 FirstName LastNameJames Walker
Nano Nuclear Energy Inc.
November 6, 2023
Page 3
business and counterparties, describe the nature and scope of its operations, the expected
amount and form of purchase consideration, and any uncertainties governing the
likelihood of completion and the expected timeframe.
Business, page 42
8.Please revise this section to provide a clear description of the current status of any
products, facilities and services that you offer or plan to offer. For example, please clarify
the current design and/or development stage of your micro nuclear reactor business and
whether a working prototype has been created, the status of your submissions to the DOE
and/or NRC regarding your HALEU Fuel Fabrication Business, whether you have
commenced scoping and cost estimation work for your fuel fabrication facility, and
whether you have any agreements relating to the site identified for your fuel fabrication
facility and the several nuclear business services and consultancy providers that you have
identified and assessed as potentially suitable for acquisition.
The U.S. Nuclear Energy Market, page 43
9.With respect to each statement attributed to industry publications and reports, please
revise to disclose the title and year of publication of such reports.
Prospectus Summary
Our Vision, Market Opportunity and Key Government Support, page 44
10.We note your disclosure that receiving no external support will not inhibit you from
advancing your research, business or technology, and your investor base includes capital
raised from industry professions that found your company to have enormous
potential. Please revise to ensure your disclosure here and under Prospectus Summary is
balanced and gives equal prominence to the risks and challenges you face. For example,
you should address that your limited operating history and early stage of business makes
an evaluation of your business and prospects very difficult, you have a new and unproven
technology model and will need to raise substantial amounts of additional capital to
implement your business plans. We also note you disclose that you have
secured important high placed government contacts. Please explain how this benefits your
plan of operations and provide balancing disclosure, as applicable.
Management
Executive Officers, page 63
11.Please revise to clarify Mr. Walker's business experience during the past five years. Refer
to Item 401(e)(1) of Regulation S-K. In addition, we note that your officers appear to
have management, advisory or directorship positions with other companies and may
allocate their time to other businesses. Please include an appropriately captioned risk
factor to discuss, if true, that certain executive officers serve in their positions on a part-
time basis and/or otherwise clarify the number of hours they have agreed to dedicate to the

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 November 6, 2023 Page 4
 FirstName LastNameJames Walker
Nano Nuclear Energy Inc.
November 6, 2023
Page 4
business affairs of your company. To the extent material, please also identify and describe
any potential conflicts of interest that exist, or may exist, as a result of your executive
officers' outside business relationships.
Our Executive Advisory Board, page 65
12.If material, please include disclosure that describes the role or function of the Executive
Advisory Board, and indicates whether there are any rules or procedures governing this
board. Please also disclose whether and how members of the advisory board are
compensated.
Executive and Director Compensation, page 71
13.Please provide director compensation information in the tabular format required by Item
402(r) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 77
14.Please revise to provide all the information required by Item 404(d) of Regulation S-
K and ensure you describe each related party transaction individually rather than on an
aggregate basis.
Financial Statements, page F-1
15.Please update your filing to include audited financial statements covering the fiscal year
ended September 30, 2023 in any amendment filed on or after November 15, 2023, and
prior to the effective date, consistent with Rule 8-08(b) of Regulation S-X.
Exhibits
16.Please discuss the material terms of and file as exhibits to your registration statement any
material agreements, including your exclusive license for high capacity HALEU fuel
transportation basket design and your Strategic Partnership Project Agreement No.
23SP817, or tell us why you believe you are not required to do so. In addition, we note
you have entered into a consulting agreement with each of your executive officers and
directors, other than Mr. Yu, and a consulting agreement with I Financial Ventures Group
LLC where Mr. Yu is the sole member and manager. Please file all executed consulting
agreements as exhibits to the registration statement, or explain why you believe they are
not required. Refer to Item 601(b) of Regulation S-K.
General
17.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated

 FirstName LastNameJames Walker
 Comapany NameNano Nuclear Energy Inc.
 November 6, 2023 Page 5
 FirstName LastName
James Walker
Nano Nuclear Energy Inc.
November 6, 2023
Page 5
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
18.We note your risk factor disclosure that your executive officers, directors, and principal
stockholders will continue to have substantial control over your company after this
offering and will be able to exercise a significant level of control over all matters requiring
stockholder approval. Please advise whether you will be a controlled company under
NYSE rules. If so, please include appropriate disclosure of this status on the prospectus
cover page and Prospectus Summary. Please also disclose the corporate governance
exemptions available to a controlled company and whether you intend to rely on these
exemptions.
            Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lawrence A. Rosenbloom, Esq.