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                               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
 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,
FirstName LastNameJames Walker
                                                           Division of
Corporation Finance
Comapany NameNano Nuclear Energy Inc.
                                                           Office of Energy &
Transportation
February 9, 2024 Page 2
cc:       Lawrence A. Rosenbloom, Esq.
FirstName LastName