Correspondence 0001683168-23-000610 from ATHENA GOLD CORP (AHNR) (CIK 0001304409) (AHNRF)
ATHENA GOLD CORP (AHNR) (CIK 0001304409)
Date: Feb. 7, 2023 · CIK: 0001304409 · Accession: 0001683168-23-000610
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File numbers found in text: 333-265676
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CORRESP
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ATHENA GOLD CORPORATION
2010A Harbison Dr. #312
Vacaville, CA 95867
February 7, 2023
VIA EDGAR
United States Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re:
Athena Gold Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed January 25, 2023
SEC File No. 333-265676
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
On behalf of Athena Gold
Corporation (the “Company”) and pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended,
the Company hereby requests an acceleration of the effective date of its Registration Statement on Form S-1 so that it will become
effective at 11:00 a.m., Eastern Time, on Friday, February 10, 2023, or as soon thereafter as may be practicable.
The
Company acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and,
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
Thank
you very much for your consideration.
Sincerely,
/s/ John C. Power
John C. Power
President