SEC Comment Letter for AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873) (ABAT) — Oct 23, 2017
AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873)
Date: Oct. 23, 2017 · CIK: 0001576873 · Accession: 0000000000-17-037436
AI Filing Summary & Sentiment
File numbers found in text: 333-220876
Letter
Mail Stop 3561 October 23, 2017 Via E -mail Douglas Cole Chief Executive Officer Oroplata Resources, Inc. 930 Tahoe Blvd., Suite 802 -16 Incline Village, NV 89451
Re: Oroplata Resources, Inc. Registration Statement on Form S-1 Filed October 10, 2017 File No. 333-220876
Dear Mr. Cole :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
General
1. We note your common stock is quoted on the OTC Pink. Please note that we do not view the OTC Pink as an established public trading market with res pect to secondary at -the- market offerings for purposes of identif ying the offering price on the prospectus cover page. See in this regard Compliance and Disclosure Interpretations, Securities Act Sections, 139.13. Please withdraw the registration statement or advise us why you believe i t is appropriate as an indirect primary offering.
Plan of Distribution, page 10
2. We note your disclosure that you are registering common stock under the “Investment Agreement.” We also note your disclosure that you are registering common stock underlying five convertible notes. Please revise your plan of distribution, and statements
Douglas Cole Oroplata Resources, Inc. October 23, 2017 Page 2
elsewhere, to reflect the plan of distribution for the common stock underlying the convertible notes.
We remind you that the company and its management are responsible for the accuracy and adequacy of the ir disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Michael Killoy at (202) 551 -7576 or James Lopez at (202) 551 -3536 with any questions.
Sincerely,
/s/ James Lopez (for)
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Mail Stop 3561 October 23, 2017 Via E -mail Douglas Cole Chief Executive Officer Oroplata Resources, Inc. 930 Tahoe Blvd., Suite 802 -16 Incline Village, NV 89451 Re: Oroplata Resources, Inc. Registration Statement on Form S-1 Filed October 10, 2017 File No. 333-220876 Dear Mr. Cole : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. General 1. We note your common stock is quoted on the OTC Pink. Please note that we do not view the OTC Pink as an established public trading market with res pect to secondary at -the- market offerings for purposes of identif ying the offering price on the prospectus cover page. See in this regard Compliance and Disclosure Interpretations, Securities Act Sections, 139.13. Please withdraw the registration statement or advise us why you believe i t is appropriate as an indirect primary offering. Plan of Distribution, page 10 2. We note your disclosure that you are registering common stock under the “Investment Agreement.” We also note your disclosure that you are registering common stock underlying five convertible notes. Please revise your plan of distribution, and statements Douglas Cole Oroplata Resources, Inc. October 23, 2017 Page 2 elsewhere, to reflect the plan of distribution for the common stock underlying the convertible notes. We remind you that the company and its management are responsible for the accuracy and adequacy of the ir disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Killoy at (202) 551 -7576 or James Lopez at (202) 551 -3536 with any questions. Sincerely, /s/ James Lopez (for) John Reynolds Assistant Direc tor Office of Beverages, Apparel, and Mining cc: Jeffrey Maller, Esq. Law Office of Jeffrey Maller, PC