SecProbe.io

CORRESP
 1
 filename1.htm

 March
 11, 2026

 VIA
EDGAR

 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. (the "Company")
 Registration
 Statement on Form S-3 (File No. 333-288982)
 (the "Registration Statement")
 Concurrence
 in Acceleration Request

 Dear
Ms. Brown:

 TD
Securities (USA) LLC, UBS Securities LLC and Piper Sandler & Co. (collectively, the " Sales Agents "), solely acting
as sales agents on a best efforts basis in an "at the market" offering pursuant to a prospectus included in the Registration
Statement (the " ATM Prospectus "), hereby concurs in the request by the Company that the effective date of the above-Registration
Statement be accelerated to 4:00 p.m. Eastern Time on March 13, 2026 or as soon as practicable thereafter pursuant to Rule
461 under the Securities Act of 1933, as amended (the " Securities Act "). The Sales Agents affirm that they aware of
their obligations under the Securities Act as they pertain to the "at the market" offering pursuant to the ATM Prospectus.

 Very
 truly yours,

 TD
 SECURITIES (USA) LLC

 By:
 /s/
 Michael Murphy

 Name:
 Michael
 Murphy

 Title:
 Managing
 Director

 UBS
 SECURITIES LLC

 By:
 /s/
 Hilbert Chen

 Name:
 Hilbert
 Chen

 Title:
 Director

 By:
 /s/
 Amine Bellahsni

 Name:
 Amine
 Bellahsni

 Title:
 Associate
 Director

 PIPER
 SANDLER & CO.

 By:
 /s/
 Connor Leahey

 Name:
 Connor
 Leahey

 Title:
 Director

CORRESP
 1
 filename1.htm

 NANO
NUCLEAR ENERGY Inc.

 10
Times Square, 30 th Floor

 New
York, NY 10018

 March
11, 2026

 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. Cheryl Brown

 Re:
 Nano
 Nuclear Energy, Inc.

 Registration
 Statement on Form S-3

 File No. 333-288982

 Filed
 July 25, 2025

 Dear
Ms. Cheryl Brown:

 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 4:00
p.m., Eastern Time, on Friday, March 13, 2026 (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

CORRESP
 1
 filename1.htm

 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 16, 2026

Jay Yu
Chairman of the Board, President and Secretary
Nano Nuclear Energy Inc.
10 Times Square, 30 th Floor
New York, NY 10018

 Re: Nano Nuclear Energy Inc.
 Amendment No. 3 to Registration Statement on Form S-3
 Filed December 23, 2025
 File No. 333-288982
Dear Jay Yu:

 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 December 18,
2025
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.
 January 16, 2026
Page 2

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.
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.
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.
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
 January 16, 2026
Page 3

 opening paragraph of the Overview, Our Challenges, and at each mention
of your
 business line(s).
6. Please ensure that conforming revisions appear in the primary and
at-the-market
 prospectuses.
 Please contact Robert Babula at 202-551-3339 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 Daniel Morris at 202-551-3314 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Richard I. Anslow, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

 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

<SEC-DOCUMENT>0000000000-25-011680.txt : 20261015
<SEC-HEADER>0000000000-25-011680.hdr.sgml : 20261015
<ACCEPTANCE-DATETIME>20251218163609
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER: 0000000000-25-011680
CONFORMED SUBMISSION TYPE: UPLOAD
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20251218

FILED FOR:

 COMPANY DATA:
 COMPANY CONFORMED NAME: Nano Nuclear Energy Inc.
 CENTRAL INDEX KEY: 0001923891
 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
 ORGANIZATION NAME: 01 Energy & Transportation
 EIN: 000000000
 STATE OF INCORPORATION: NV
 FISCAL YEAR END: 0930

 FILING VALUES:
 FORM TYPE: UPLOAD
 SEC FILE NUMBER: 333-288982

 BUSINESS ADDRESS:
 STREET 1: 10 TIMES SQUARE
 STREET 2: 30TH FLOOR
 CITY: NEW YORK
 STATE: NY
 ZIP: 10018
 BUSINESS PHONE: 6046875792

 MAIL ADDRESS:
 STREET 1: 10 TIMES SQUARE
 STREET 2: 30TH FLOOR
 CITY: NEW YORK
 STATE: NY
 ZIP: 10018
PUBLIC REFERENCE ACCESSION NUMBER: 0001641172-25-021064
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.pdf
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CORRESP
1
filename1.htm

    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

October
22, 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. 1 to Registration Statement on Form S-3

    Filed
    September 10, 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 September 30, 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. 1 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. 2 to the Registration
Statement (“Amendment No. 2”), which is being filed with the Commission concurrently with the submission of this response
letter.

We
further note for the Staff’s convenience that the Company has added a third prospectus to the Registration Statement covering the
public resale of shares of Company common stock sold by the Company to institutional investors in a private placement which closed on
October 10, 2025.

Amendment
No. 1 to Registration Statement on Form S-3

Summary,
page 2

    1.
    Your
    disclosure related to the Canadian Assets remains unclear. In this regard, in the second to last paragraph on page 1 you state that
    a bankruptcy court approved the sale of certain assets in December 2024 and you “closed the asset acquisition” in January
    2025. However, your ensuing narrative discussion appears to be inconsistent with this disclosure, at least with respect to the Canadian
    Assets. Please revise your disclosure so that it is easily understood by investors which portion of the sale was approved by the
    court and closed in the asset acquisition in January 2025; and which portion (including the sale of the Canadian Assets) was not.
    In addition, please address the current status of the $250,000 escrow related to the Canadian Assets. Also, please clarify your reference
    to the expedited timing of the USNC bankruptcy opportunity and why the nature of the transaction required that due diligence continued
    after the closing date specified in your disclosure (i.e., January 10, 2025).

In
response to the Staff’s comment, the Company has reordered and revised the disclosures in Amendment No. 2 related
to the Company’s nuclear reactor line of business to, among other things: (i) make clear that the Bankruptcy Court approved
the sale of the USNC Assets to the Company, including the Canadian Assets, which approval included the Company’s right to assign
its purchase rights to the Canadian Assets (which it did to the Yu Entities with respect to the assets whose assignment required
Canadian regulatory authority consent (the “Consent Assets”)); (ii) add further disclosures regarding the expedited
circumstances of the bankruptcy sale and the Company’s determinations regarding the Yu Option Agreement, (iii) add disclosure noting
that the Consent Assets have not, in fact, been acquired by either the Company or the Yu Entities, but rather the Company’s right
to acquire the Consent Assets was established via the option arrangements with Mr. Yu and the Yu Entities, (iv) add disclosure noting
that subsequent due diligence has led the Company to conclude that it need only acquire GFPL to progress the Chalk River Project, and
that the Consent Assets are immaterial to the Company’s plans, with the result that the Company expects to terminate the Yu Option
Agreement; and (v) clarify that given that the Canadian Consents were not achieved on a timely basis, the Company intends to seek
a return of the $250,000 escrow amount.

    2.
    Further,
                                            we note your disclosure that transfer of the Chalk River License Application required the
                                            consent of certain Canadian governmental entities, including the CNSC (the “Canadian
                                            Consents”). We also note that to enable your ability to continue diligence of the Canadian
                                            partnership and other Canadian Assets to ensure your company acquired the correct assets
                                            and did not assume any unknown liabilities, your disinterested directors approved the assignment
                                            of your rights to the Canadian Assets to Mr. Yu and certain Canadian entities owned
                                            or controlled by Mr. Yu (the “Yu Entities”), and in exchange you entered into
                                            the option agreement (“Yu Option Agreement”) with Mr. Yu and Yu Entities. We
                                            further note you believe this option arrangement was the most efficient and cost-effective
                                            structure for you to close the bankruptcy sale with respect to the Canadian Assets, while
                                            also preserving your ability to progress the KRONOS project in Canada and facilitate the
                                            Canadian Consents. Please expand your disclosure to further clarify your rationale for entering
                                            into the option agreement, including why the transfer of your rights to Mr. Yu and the Yu
                                            entities in exchange for the subsequent option agreement was the most efficient and cost-effective
                                            structure regarding acquisition of the Canadian Consents related to the Canadian Assets.

In
response to the Staff’s comment, the Company has revised the referenced disclosures in Amendment No. 2. Importantly, we direct
the Staff to the revised disclosure that the Company (i) closed the acquisition of GFPL on October 16, 2025, (ii) has
determined that none of the Consent Assets are required for the Company’s business and, therefore, the Company expects to terminate
the Yu Option Agreement and (iii) intends to seek a return of the $250,000 escrow amount given that the Canadian Consents
were not achieved on a timely basis.

    3.
    We
    note your response to prior comment 3. While we note that your revised disclosure states that the FQM TR is “an early and foundational
    step,” your disclosure about the next stages of your development is presented in broad strokes. Specifically, you 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.

The
Company has considered the Staff’s comment and determined that the sentence which read “Within the broader licensing
pathway, approval of a topical report such as the FQM TR is considered an early and foundational step” is confusing and therefore
unnecessary given the Company’s anticipated timeline for submitting its construction permit application in early 2026.

In
addition, the Company respectfully submits that it is not possible for the Company to provide very specific anticipated timelines for
each step in the construction permit and operating license process given the uncertainties customarily associated with the regulatory
process (which uncertainties, the Company notes, are addressed in multiple risk factors which are incorporated by reference into Registration
Statement). That said, the Company has included disclosure in Amendment No. 2 stating that it anticipates completing the next stages
leading to the submission of a construction permit application by early 2026.

    4.
    We
    note that your disclosure at page 1 regarding your nuclear reactor business appears to indicate that you expect the commercial launch
    of one of your projects in the early 2030s. However, it is not clear which product you are referring to. We also note disclosure
    elsewhere in the filing which states, more broadly, that potential launches will occur in the 2030’s. Please revise throughout
    the prospectus to clarify your commercial launch targets for each reactor and microreactor. As requested in the comment above, provide
    a detailed discussion of your anticipated timeline for each.

In
response to the Staff’s comment, the Company has revised its disclosures in Amendment No. 2 to clarify that the KRONOS MMR is the
Company’s lead project (i.e., the one which it is dedicating the most time and resources to) and therefore the Company’s
estimates related to commercial launch of its projects “in the early 2030s” relate to the KRONOS MMR. Amendment No. 2 also
reflects that the Company’s goal is to launch its other reactor projects “in the 2030s”, other than ODIN for which,
as disclosed in Amendment No. 2, the Company has signed a memorandum of understanding related to the sale of that reactor project.

    5.
    We
    note your response to prior comment 4. The specific timelines for the launch of your fuel processing business, fuel transportation
    business, and nuclear consultation services also appear to be somewhat vague. Please revise to describe with greater specificity
    or prominently disclose the uncertainty regarding your ability to launch these businesses and your timing for doing so. For instance,
    we note that you anticipate launching your fuel processing business in 2026. Please provide disclosure at a level of specificity
    consistent with a near-term launch.

In
response to the Staff’s comment, the Company has revised the referenced disclosures in Amendment No. 2 to more prominently describe
the uncertainties regarding the Company’s ability to launch its various business lines and the timing thereof.

Use
of Proceeds, page 13

    6.
    We
    note your response to prior comment 6. We note you disclose that as of the date of this prospectus, you have not entered into any
    definitive agreements or commitments with respect to acquiring businesses, assets, or technologies that are complementary to your
    business strategy. We also note your disclosure that on August 14, 2025, the Company and its subsidiary Kronos MMR Inc. entered into
    a Purchase Agreement (the “GFPL Purchase Agreement”) pursuant to which Kronos MMR shall purchase all of the equity interests
    of GFPL and any other assets of GFPL free and clear of all liens, claims, encumbrances and other interests. You also disclose that
    on September 2, 2025, the GFPL Purchase Agreement and related transactions were approved by the Bankruptcy Court, and such transactions
    are expected to be closed in the near future. Please revise to clarify whether proceeds of this offering will be used to fund this
    acquisition transaction under the GFPL Purchase Agreement. To the extent that proceeds of this offering will be used in the acquisition
    of the equity interests and other assets of GFPL, please reconcile related disclosures in your prospectuses.

The
Staff is advised that no proceeds from any offering contemplated by the Registration Statement were or will be used to
close the GFPL acquisition, which closed on October 16, 2025. The Company used cash on hand to pay the $15,000 expense reimbursement and expects in the near future to pay the
$641,206.61 assumed liability using cash on hand.

***

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.

September 30, 2025
Jay Yu
Chairman of the Board, President and Secretary
Nano Nuclear Energy Inc.
10 Times Square, 30 th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed September 10, 2025
File No. 333-288982
Dear Jay Yu:
            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 August 21, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-3
Summary, page 2
Your disclosure related to the Canadian Assets remains unclear. In this regard, in the
second to last paragraph on page 1 you state that a bankruptcy court approved the sale
of certain assets in December 2024 and you "closed the asset acquisition" in January
2025. However, your ensuing narrative discussion appears to be inconsistent with this
disclosure, at least with respect to the Canadian Assets. Please revise your disclosure
so that it is easily understood by investors which portion of the sale was approved by
the court and closed in the asset acquisition in January 2025; and which portion
(including the sale of the Canadian Assets) was not. In addition, please address the
current status of the $250,000 escrow related to the Canadian Assets. Also, please
clarify your reference to the expedited timing of the USNC bankruptcy opportunity 1.

September 30, 2025
Page 2
and why the nature of the transaction required that due diligence continued after the
closing date specified in your disclosure (i.e., January 10, 2025).
2.Further, we note your disclosure that transfer of the Chalk River License Application
required the consent of certain Canadian governmental entities, including the CNSC
(the “Canadian Consents”). We also note that to enable your ability to continue
diligence of the Canadian partnership and other Canadian Assets to ensure your
company acquired the correct assets and did not assume any unknown liabilities, your
disinterested directors approved the assignment of your rights to the Canadian Assets
to Mr, Yu and certain Canadian entities owned or controlled by Mr. Yu (the “Yu
Entities”), and in exchange you entered into the option agreement (“Yu Option
Agreement”) with Mr. Yu and Yu Entities. We further note you believe this option
arrangement was the most efficient and cost-effective structure for you to close the
bankruptcy sale with respect to the Canadian Assets, while also preserving your
ability to progress the KRONOS project in Canada and facilitate the Canadian
Consents. Please expand your disclosure to further clarify your rationale for entering
into the option agreement, including why the transfer of your rights to Mr. Yu and the
Yu entities in exchange for the subsequent option agreement was the most efficient
and cost-effective structure regarding acquisition of the Canadian Consents related to
the Canadian Assets.
3.We note your response to prior comment 3. While we note that your revised
disclosure states that the FQM TR is "an early and foundational step," your disclosure
about the next stages of your development is presented in broad strokes. Specifically,
you 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.
4.We note that your disclosure at page 1 regarding your nuclear reactor business
appears to indicate that you expect the commercial launch of one of your projects in
the early 2030s. However, it is not clear which product you are referring to. We also
note disclosure elsewhere in the filing which states, more broadly, that potential
launches will occur in the 2030’s. Please revise throughout the prospectus to clarify
your commercial launch targets for each reactor and microreactor. As requested in the
comment above, provide a detailed discussion of your anticipated timeline for each.
5.We note your response to prior comment 4. The specific timelines for the launch of
your fuel processing business, fuel transportation business, and nuclear consultation
services also appear to be somewhat vague. Please revise to describe with greater
specificity or prominently disclose the uncertainty regarding your ability to launch
these businesses and your timing for doing so. For instance, we note that you
anticipate launching your fuel processing business in 2026. Please provide disclosure
at a level of specificity consistent with a near-term launch.

September 30, 2025
Page 3
Use of Proceeds, page 13
6.We note your response to prior comment 6. We note you disclose that as of the date of
this prospectus, you have not entered into any definitive agreements or commitments
with respect to acquiring businesses, assets, or technologies that are complementary to
your business strategy. We also note your disclosure that on August 14, 2025, the
Company and its subsidiary Kronos MMR Inc. entered into a Purchase Agreement
(the “GFPL Purchase Agreement”) pursuant to which Kronos MMR shall purchase all
of the equity interests of GFPL and any other assets of GFPL free and clear of all
liens, claims, encumbrances and other interests. You also disclose that on September
2, 2025, the GFPL Purchase Agreement and related transactions were approved by the
Bankruptcy Court, and such transactions are expected to be closed in the near future.
Please revise to clarify whether proceeds of this offering will be used to fund this
acquisition transaction under the GFPL Purchase Agreement. To the extent that
proceeds of this offering will be used in the acquisition of the equity interests and
other assets of GFPL, please reconcile related disclosures in your prospectuses.
            Please contact Robert Babula at 202-551-3339 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 Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard I. Anslow, Esq.

CORRESP
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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.

    1

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.

    2

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.

***

    3

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.

    4

August 21, 2025
Jay Yu
Chairman of the Board, President and Secretary
Nano Nuclear Energy Inc.
10 Times Square, 30 th Floor
New York, NY 10018
Re:Nano Nuclear Energy Inc.
Registration Statement on Form S-3
Filed July 25, 2025
File No. 333-288982
Dear Jay Yu:
            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-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.
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.

August 21, 2025
Page 2
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.
4.Refer to your 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.
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.
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.
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.

August 21, 2025
Page 3
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.
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
            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 Robert Babula at 202-551-3339 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 Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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 filename1.htm

 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>

CORRESP
1
filename1.htm

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.

CORRESP
1
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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

CORRESP
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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

CORRESP
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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

CORRESP
1
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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.

CORRESP
1
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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

CORRESP
1
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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

CORRESP
1
filename1.htm

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.

CORRESP
1
filename1.htm

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

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 February 9, 2024 Page 2
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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

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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

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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

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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

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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.