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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
James Walker
FirstName LastNameJames
Nano Nuclear Energy Inc. Walker
Comapany 6,
November NameNano
2023 Nuclear Energy Inc.
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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
James Walker
FirstName LastNameJames
Nano Nuclear Energy Inc. Walker
Comapany 6,
November NameNano
2023 Nuclear Energy Inc.
November
Page 3 6, 2023 Page 3
FirstName LastName
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
James Walker
FirstName LastNameJames
Nano Nuclear Energy Inc. Walker
Comapany 6,
November NameNano
2023 Nuclear Energy Inc.
November
Page 4 6, 2023 Page 4
FirstName LastName
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
James Walker
Nano Nuclear Energy Inc.
November 6, 2023
Page 5
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,
FirstName LastNameJames Walker
Division of
Corporation Finance
Comapany NameNano Nuclear Energy Inc.
Office of Energy &
Transportation
November 6, 2023 Page 5
cc: Lawrence A. Rosenbloom, Esq.
FirstName LastName