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CORRESP Filing

Atomera Inc
Date: May 30, 2025 · CIK: 0001420520 · Accession: 0001683168-25-004113

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File numbers found in text: 333-287603

Date
May 30, 2025
Author
Atomera Incorporated
Form
CORRESP
Company
Atomera Inc

Letter

May 30, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Kristin Baldwin

Re:

Atomera Incorporated

Registration Statement on Form S-3

File No. 333- 287603

Acceleration Request

Requested Date:

Tuesday, June 3, 2025

Requested Time:

4:30 p.m., Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Atomera Incorporated (the " Registrant "), hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-287603) (the " Registration Statement ") to become effective on June 3, 2025, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the " Staff "). The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, at (949) 732-6557.

In connection with this request, the Registrant acknowledges that:

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

the Registrant 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.

Very truly yours,
Atomera Incorporated

Show Raw Text
CORRESP
 1
 filename1.htm

 May 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Kristin Baldwin

 Re:

 Atomera Incorporated

 Registration Statement on Form S-3

 File No. 333- 287603

 Acceleration Request

 Requested Date:

 Tuesday, June 3, 2025

 Requested Time:

 4:30 p.m., Eastern Daylight Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, Atomera Incorporated (the " Registrant "),
hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause
the Registration Statement on Form S-3 (File No. 333-287603) (the " Registration Statement ") to become effective
on June 3, 2025, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the " Staff "). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant,
at (949) 732-6557.

 In connection with this request,
the Registrant acknowledges that:

 •

 should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 •

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 •

 the Registrant 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.

 Very truly yours,

 Atomera Incorporated

 By:

 /s/ Scott A. Bibaud

 Scott A. Bibaud,

 Chief Executive Officer

 cc:
 Daniel Donahue, Greenberg Traurig, LLP