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SEC Company Response from LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Dec 18, 2015

LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Dec. 18, 2015 · CIK: 0001084554 · Accession: 0001062993-15-006752

AI Filing Summary & Sentiment

File numbers found in text: 333-207507

Referenced dates: November 18, 2015

Date
December 18, 2015
Author
/s/ David R. Crandall
Form
CORRESP
Company
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)

Letter

Lightbridge Corp.: CORRESP - Filed by newsfilecorp.com

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com

David R. Crandall

Direct: +1 303 454 2449

david.crandall@hoganlovells.com

December 18, 2015

Via EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Mail Stop 3233

Attn: Kim McManus

Senior Attorney, Office of Real Estate and Commodities

Re: Lightbridge Corporation

Registration Statement on Form S-1

Filed October 19, 2015

File No. 333-207507

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the “Company”), set forth below is the response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 18, 2015, with respect to the above-referenced filing. On December 11, 2015, the Company filed an amendment to the above-referenced Registration Statement on Form S-1.

General

1.

As you know, we are reviewing your Form 10-K for the fiscal year ended December 31, 2014, and have issued comments in connection with that review. Please confirm that you will amend the registration statement, as appropriate, to reflect your responses to our comments on the Form 10-K. In addition, please note that we will not be in a position to declare the registration statement effective until you have resolved all comments raised on the Form 10-K.

RESPONSE:

The Company acknowledges the Staff’s comment and has amended its Registration Statement on Form S-1 to reflect its responses to the Staff’s comments on the Form 10-K. As discussed with the Staff, the Company will be submitting a separate request today that the Commission accelerate the effective date of the Company’s Registration Statement on Form S-1 and declare the Registration Statement effective as of Tuesday, December 22, 2015, at 4:30 p.m., Eastern time, or as soon as practicable thereafter.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com

United States Securities and Exchange Commission Ms. Kim McManus December 18, 2015 Page 2

Acknowledgement

We hereby inform you on behalf of the Company that the Company acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (303) 454-2449 if you have any questions or would like any additional information

Sincerely,
/s/ David R. Crandall

Show Raw Text
CORRESP
1
filename1.htm

   Lightbridge Corp.: CORRESP - Filed by newsfilecorp.com

    Hogan Lovells US LLP

    One Tabor Center, Suite 1500

    1200 Seventeenth Street

    Denver, CO 80202

    T +1 303 899 7300

    F +1 303 899 7333

    www.hoganlovells.com

    David R. Crandall

    Direct: +1 303 454 2449

    david.crandall@hoganlovells.com

December 18, 2015

Via EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Mail
Stop 3233

    Attn:
    Kim McManus

    Senior Attorney, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Registration Statement on Form S-1

    Filed October 19, 2015

    File No. 333-207507

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the
“Company”), set forth below is the response to the comment received from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated November 18, 2015, with
respect to the above-referenced filing. On December 11, 2015, the Company filed
an amendment to the above-referenced Registration Statement on Form S-1.

General

    1.

      As you know, we are reviewing your Form 10-K for the
      fiscal year ended December 31, 2014, and have issued comments in
      connection with that review. Please confirm that you will amend the
      registration statement, as appropriate, to reflect your responses to our
      comments on the Form 10-K. In addition, please note that we will not be in
      a position to declare the registration statement effective until you have
      resolved all comments raised on the Form 10-K.

RESPONSE:

The Company acknowledges the Staff’s comment and has amended
its Registration Statement on Form S-1 to reflect its responses to the Staff’s
comments on the Form 10-K. As discussed with the Staff, the Company will be
submitting a separate request today that the Commission accelerate the effective
date of the Company’s Registration Statement on Form S-1 and declare the
Registration Statement effective as of Tuesday, December 22, 2015, at 4:30 p.m.,
Eastern time, or as soon as practicable thereafter.

Hogan Lovells US LLP is a limited liability partnership
registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells
International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York
Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo
Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Ms. Kim
McManus
December 18, 2015
Page 2

Acknowledgement

We hereby inform you on behalf of the Company that the Company
acknowledges that:

    •
    the Company is responsible for the adequacy and
      accuracy of the disclosure in the filing;

    •
    Staff comments or changes to disclosure in
      response to Staff comments do not foreclose the Commission from taking any
      action with respect to the filing; and

    •
    the Company may not assert Staff comments as a
      defense in any proceeding initiated by the Commission or any person under
      the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (303)
454-2449 if you have any questions or would like any additional information

Sincerely,

/s/ David R. Crandall

David R. Crandall

    cc:

      Seth Grae, President & CEO, Lightbridge Corporation

    Linda Zwobota, CFO & Treasurer, Lightbridge
      Corporation