View:
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.
James Walker
FirstName LastNameJames
Nano Nuclear Energy Inc. Walker
Comapany
April NameNano Nuclear Energy Inc.
4, 2024
April 24, 2024 Page 2
Page
FirstName LastName
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.
James Walker
FirstName LastNameJames
Nano Nuclear Energy Inc. Walker
Comapany
April NameNano Nuclear Energy Inc.
4, 2024
April 34, 2024 Page 3
Page
FirstName LastName
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.