View:
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.
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,
FirstName LastNameJames Walker
Division of
Corporation Finance
Comapany NameNano Nuclear Energy Inc.
Office of Energy &
Transportation
April 18, 2024 Page 2
cc: Lawrence A. Rosenbloom, Esq.
FirstName LastName