SEC Comment Letter 0000000000-25-000158 to AMERICAN BATTERY TECHNOLOGY Co (ABAT)
AMERICAN BATTERY TECHNOLOGY Co
Date: Jan. 7, 2025 · CIK: 0001576873 · Accession: 0000000000-25-000158
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283807
Letter
January 7, 2025 Ryan Melsert Chief Executive Officer American Battery Technology Co. 100 Washington Street, Suite 100 Reno, NV 89503 Re:American Battery Technology Co. Registration Statement on Form S-1 Filed December 13, 2024 File No. 333-283807 Dear Ryan Melsert: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1 Plan of Distribution, page 16 1.We note your disclosure on page 16 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. Exhibits 2.You provide you are offering up to 12,505,900 shares of common stock offered by your selling stockholders. However, your legal opinion states the Company is registering up to 12,505,883 shares of common stock. Please revise or advise.
January 7, 2025 Page 2 General 3.We note the shares to be offered in this filing were acquired by the selling shareholders in a private placement on November 26, 2024, with this registration statement filed on December 13, 2024. Please provide us with an analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. 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 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 Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Amy Bowler
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January 7, 2025
Ryan Melsert
Chief Executive Officer
American Battery Technology Co.
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Co.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283807
Dear Ryan Melsert:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Plan of Distribution, page 16
1.We note your disclosure on page 16 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of
an underwriter would constitute a material change to your plan of distribution
requiring a post-effective amendment. Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.
Exhibits
2.You provide you are offering up to 12,505,900 shares of common stock offered by
your selling stockholders. However, your legal opinion states the Company is
registering up to 12,505,883 shares of common stock. Please revise or advise.
January 7, 2025
Page 2
General
3.We note the shares to be offered in this filing were acquired by the selling
shareholders in a private placement on November 26, 2024, with this registration
statement filed on December 13, 2024. Please provide us with an analysis of your
basis for determining that it is appropriate to characterize the transaction as a
secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see
Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations.
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 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 Purcell at 202-551-5351 or Daniel Morris at 202-551-3314
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Amy Bowler