SEC Comment Letter for AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873) (ABAT) — Apr 30, 2018
AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873)
Date: April 30, 2018 · CIK: 0001576873 · Accession: 0000000000-18-013231
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 April 27, 2018 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 April 18, 2018 File No. 333 -224318
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 comments apply to your facts and circumstanc es 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, we may have additional comments.
Genera l
1. Because you have issued several notes to Tangiers, please provide a representation, if true, that you have the ability to repay the indebtedness to Tangiers without recourse to the monies received or to be received under the equity line agreement and th at the amount of indebtedness may not be reduced or relieved by the issuance of shares under the equity line.
Selling Stockholder, page 12
2. We note the statement in the prospectus that “[a]s used in this prospectus, the term ‘Selling Stockholder’ includes Tangiers Investment Group, LLC, its affiliates and any donees, pledgees, transferees or other successors in interest….” Section 10.8 of the
Douglas Cole Oroplata Resources, Inc. April 27, 2018 Page 2
Investment Agreement states that it may not be assigned. Our equity line accommodation is unavailable if the investor may transfer its obligations. Accordingly, please revise your disclosure to clarify that your registration statement only covers sales b y the selling stockholder and not by any transferees or assignees.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by t he 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 Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with any other questions.
Sincerely,
/s/ Pamela Howell
for
Show Raw Text
Mail Stop 3561
April 27, 2018
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 April 18, 2018
File No. 333 -224318
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 comments apply to your facts and
circumstanc es 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, we may have additional comments.
Genera l
1. Because you have issued several notes to Tangiers, please provide a representation, if
true, that you have the ability to repay the indebtedness to Tangiers without recourse to
the monies received or to be received under the equity line agreement and th at the
amount of indebtedness may not be reduced or relieved by the issuance of shares under
the equity line.
Selling Stockholder, page 12
2. We note the statement in the prospectus that “[a]s used in this prospectus, the term
‘Selling Stockholder’ includes Tangiers Investment Group, LLC, its affiliates and any
donees, pledgees, transferees or other successors in interest….” Section 10.8 of the
Douglas Cole
Oroplata Resources, Inc.
April 27, 2018
Page 2
Investment Agreement states that it may not be assigned. Our equity line accommodation
is unavailable if the investor may transfer its obligations. Accordingly, please revise your
disclosure to clarify that your registration statement only covers sales b y the selling
stockholder and not by any transferees or assignees.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by t he 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 Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with
any other questions.
Sincerely,
/s/ Pamela Howell
for
John Reynolds
Assistant Director
Office of Beverages. Apparel and
Mining
cc: Jeffrey Maller, Esq.
Law Office of Jeffrey Maller, PC