Nano Nuclear Energy Inc美股招股说明书(2026-03-13版)

Our common stock is listed on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NNE.”The last reported sale price of our common stock on March 6, 2026 was $23.54 per share. Sales of our common stock, if any, under this prospectus may be made in negotiated transactions, including block trades, ortransactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, orthe Securities Act, including sales made by means of ordinary brokers’ transactions, including directly on Nasdaq, or sales made to orthrough a market maker other than on an exchange, at prevailing market prices, at prices related to prevailing market prices, atnegotiated prices or by any other method permitted by law. The Sales Agents are not required to sell any specific dollar amount ofshares but will use commercially reasonable efforts to sell on our behalf all of the shares requested to be sold by us, consistent withtheir normal trading and sales practices, on mutually agreed terms between us and the Sales Agents. There is no arrangement for fundsto be received in any escrow, trust or similar arrangement. The Sales Agents may also purchase shares of our common stock asprincipals. The compensation to the Sales Agents for sales of common stock sold pursuant to the Agreement will be an amount up to 3% ofthe gross proceeds of any shares of common stock sold under the Agreement. In connection with the sale of our common stock on ourbehalf, the Sales Agents shall be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of theSales Agents shall be deemed to be underwriting discounts or commissions. See “Plan of Distribution” beginning on page S-22 foradditional information regarding underwriting compensation. We have also agreed to provide indemnification and contribution to theSales Agents with respect to certain liabilities, including liabilities under the Securities Act. An investment in the securities offered through this prospectus is speculative and involves a high degree of risk.You shouldreview carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-17 of thisprospectus and in the documents incorporated by reference in this prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense. TD Cowen UBS Investment Bank Piper Sandler The date of this prospectus is March 13, 2026. TABLE OF CONTENTS PageAbout This ProspectusS-iiCautionary Note Regarding Forward Looking StatementsS-iiiProspectus SummaryS-1The OfferingS-16Risk FactorsS-17Use of ProceedsS-19DilutionS-20Description of Securities We Are OfferingS-21Plan of DistributionS-22Legal MattersS-23ExpertsS-23Where You Can Find More InformationS-23Incorporation of Certain Information by ReferenceS-23S-i ABOUT THIS PROSPECTUS This prospectus and the accompanying base prospectus are part of a registration statement on Form S-3 that we have filedwith the Securities and Exchange Commission, or SEC, employing a “shelf” registration process. Under this prospectus, we may offerand sell shares of our common stock having an aggregate offering price of up to$400,000,000 from time to time at prices and on termsto be determined by market conditions at the time of offering. You should assume that the information contained in this prospectus and the documents incorporated by reference in thisprospectus is accurate only as of the respective dates of those documents. To the extent there is a conflict between the informationcontained in this prospectus, on the one hand, and the information contained in any document incorporated by reference in thisprospectus that was filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in thisprospectus. If any statement in one of these documents is inconsistent with a statement in another document having a later date — forexample, a document incorporated by reference in this prospectus that was filed with the SEC after the date of this prospectus — thestatement in the document having the later date modifies or supersedes the earlier statement. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to theregistration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under thesectionentitled“Where You Can Find More Information”and“Incorporation of Certa