UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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NANO NUCLEAR ENERGY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Nano Nuclear Energy Inc.

10 Times Square, 30^th Floor,

New York, New York 10018

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT RELATING TO

2025 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement Supplement, dated March 25, 2025 (this “Supplement”), supplements the Definitive Proxy Statement of Nano Nuclear Energy Inc. (the “Company,” “”we,“ our,” “us”), filed with the Securities and Exchange Commission on February 28, 2025 (the “Proxy Statement”), relating to the Company’s 2025 Annual Meeting of Stockholders to be held on April 23, 2025 at 10:00 a.m. Eastern Time in a virtual meeting format only.

The purpose of this Supplement is to provide certain disclosure inadvertently omitted from the Proxy Statement related to the attendance of our directors at Board of Directors (the “Board”) and Board Committee meetings in our last fiscal year. Accordingly, the Proxy Statement disclosure under the heading “EXECUTIVE OFFICERS AND DIRECTORS” is amended to add the following disclosure:

Meetings of the Board and Board Committees

Our Board met or acted by unanimous written consent to action 11 times during our fiscal year ended September 30, 2024. All of the members of our Board were present during at least 75% of the Board meetings and all of the members of the respective committees of the Board were present during at least 75% of such committee meetings held. There were four Audit Committee meetings, two Compensation Committee meetings and no Nominating and Corporate Governance meetings held during our fiscal year ended September 30, 2024.  We expect all of our directors to attend the Annual Meeting virtually.

Except for the information in this Supplement, all information set forth in the Proxy Statement remains unchanged.