SecProbe.io

CORRESP
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filename1.htm

    Amy
                           L. Bowler

                           Partner

                           Phone
                           303.290.1086

                           abowler@hollandhart.com

April
18, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  John Coleman

  Craig
Arakawa

 Re: American
                                            Battery Technology Company

Form
10-K for the Fiscal Year Ended June 30, 2023

Filed
September 28, 2023

File
No. 001-41811

Dear
Mr. Coleman and Mr. Arakawa:

Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated March 11, 2024 regarding the above-referenced Form 10-K (the “2023 Form 10-K”).

For
your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used
but not otherwise defined in this letter have the meanings ascribed to such terms in the 2023 Form 10-K.

Form
10-K for the Fiscal Year Ended June 30, 2023

Item
2. Properties

Tonopah
Flats Lithium Exploration Project, page 18

 1. We
                                            note that you have referenced an inferred resource in your Form 10-K, however you have not
                                            disclosed the mineral resource or the disclosures required under Item 1304(d) and Item 1304(f)
                                            of Regulation S-K for a material mining property.

Additionally,
it does not appear that the technical report summary was filed pursuant to Item 1302(b)(2) of Regulation S-K, which requires the technical
report summary to be disclosed as an exhibit to the relevant Commission filing when disclosing mineral resources for the first time.

Please
advise.

    Location
    Mailing
                                       Address

                                       P.O. Box 8749

    Denver, CO
    80201-8749

    Contact

    555 17th
        Street, Suite 3200

    Denver, CO
    80202-3921

    p: 303.295.8000
        | f: 303.295.8261

    www.hollandhart.com

    Holland
    & Hart LLP   Anchorage   Aspen   Billings   Boise   Boulder   Cheyenne   Denver   Jackson
    Hole   Las Vegas   Reno   Salt Lake City   Santa Fe   Washington,
    D.C.

  United States Securities and

                         Exchange Commission

                         Page 2

The
Company acknowledges that it referred to the fact that it had engaged a qualified person to obtain a report with respect to inferred
resources, but it did not actually disclose inferred resource information in the 2023 Form 10-K. Further, the Company does not conduct
mining operations that are material to its business or financial condition. While the Company has begun to explore accessing primary
sources of lithium, its current business focuses on developing a universal lithium-ion battery recycling system that is capable of recycling
batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate
waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum
oxide, lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated
manganese-oxide). Because the Company did not disclose specific resource information in the 2023 Form 10-K, and it does not conduct mining
operations or exploratory activities that are material to its business, the Company does not believe it was required to provide disclosure
responsive to subpart 1300 of Regulation S-K in the 2023 Form 10-K relating to mining properties.

Item
1301(d) of Regulation S-K provides that “upon a determination that its mining operations are material,” a registrant must
provide, among other disclosure, individual property disclosure concerning each of its mining properties that is material to its business
or financial condition, as specified in Item 1304 of Regulation S-K. The Company currently has no mining operations – as it is
currently in an exploratory stage only. As a result, the Company believes that it was not required to provide individual property or
other disclosure as specified in Item 1304 of Regulation S-K. As required by Item 102 of Regulation S-K, the Company already provides
detailed descriptions of the Tonopah Flats in its 2023 Form 10-K.

The
Company filed a technical report summary as an exhibit to a Form 8-K subsequent to the filing of the 2023 Form 10-K and has subsequently
amended that report twice. The Company is currently responding to separate Staff comments with respect to that Form 8-K filing and respectfully
requests that it be permitted to file the revised technical summary report in conjunction with its responses to that Staff letter. The
Company does not believe it would be appropriate to file a technical report summary that was substantially amended following the date
of the filing of the 2023 Form 10-K as an exhibit to the 2023 Form 10-K.

 2. Please
                                            include the following with your mineral property disclosure pursuant to Item 1304(b) of Regulation
                                            S-K:

 ● the
                                            location of your property, accurate to within one mile, using an easily recognizable coordinate
                                            system,

 ● expiration
                                            dates, required payments, and royalties, or other conditions required to maintain your mineral
                                            rights, and

 ● the
                                            total cost or book value of the property and its associated plant and equipment.

The
Company reiterates its position stated in response to Comment #1. Namely, because the Company does not have mining operations and is
at the exploratory stage only, and such exploratory activities are not material to the Company’s business or financial condition,
the Company does not believe it would be appropriate to provide disclosure responsive to Item 1304(b) of Regulation S-K.

 3. Please
                                            revise to include disclosure regarding your exploration program internal controls as required
                                            by Item 1305 of Regulation S-K.

The
Company reiterates its position stated in response to Comments #1 and #2. Disclosure responsive to Item 1305 of Regulation S-K is only
required if a company is providing disclosure under Item 1303, Item 1304, or under both sections. Based on the Company’s positions
above regarding the inapplicability of these sections to the Company’s 2023 Form 10-K, the Company believes that no changes are
required to its disclosure regarding its disclosure controls and procedures in Part II, Item 9A. Controls and Procedures.

Please
contact me ((303) 290-1086) or Bret Meich ((775) 561-0454), the Company’s General Counsel, if you should have any questions regarding
these responses.

  Sincerely,

  /s/
Amy L. Bowler

  Amy
L. Bowler

  Partner

  of
Holland & Hart llp

ALB:cr