Daniel K. Donahue
Tel 949.732.6500
Fax 949.732.6501
donahued@gtlaw.com
September 21, 2016
154718.010200
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Craig Slivka, Legal Branch Chief
| Re: | Aqua Metals, Inc. Amendment No. 1 to Registration Statement on Form S-3 | |
| Filed September 16, 2016 | ||
| SEC File No. 333-213501 |
Dear Mr. Slivka:
On behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to the oral comment issued by Asia Timmons-Pierce of the staff of the Commission (the “Staff”) to the undersigned on September 20, 2016 on the above-referenced Registration Statement on Form S-3 (“Registration Statement”). Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 2 to the Registration Statement (“Amendment”).
The Amendment has been prepared in response to Ms. Timmons-Pierce’s oral comment, the substance of which we have incorporated into this response letter for convenience.
Staff Comment and Company Response
Part II, Item 16. Exhibits
| 1. | Please revise the exhibit index to reflect that the Form T-1 Statement of Eligibility will be filed under the electronic form 305B2 after effectiveness and not in a post-effective amendment or in a Form 8-K. |
Response: We have revised the exhibit index as requested. Please see page II-2 of the Amendment.
We have also revised the Registration Statement to include in Part II, Item 17 the undertaking required by subpart (j) of Item 512 of Regulation S-K. Please see page II-4 of the Amendment.
Greenberg
Traurig, LLP n
Attorneys at Law n
WWW.GTLAW.COM
3161 Michelson Drive, Suite 1000 n
Irvine, California 92612 n
Tel 949.732.6500 n
Fax 949.732.6501
OC 287603328v1
Securities and Exchange Commission
Division of Corporation Finance
September 21, 2016
Page 2
The Company has endeavored to fully respond to the Staff's comment. Thank you in advance for your review. Please contact the undersigned with any questions or comments at (949) 732-6557.
|
Very truly yours,
/s/ Daniel K. Donahue Daniel K. Donahue |
cc: Aqua Metals, Inc.