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Correspondence 0001493152-24-015950 from AMERICAN BATTERY TECHNOLOGY Co (ABAT)

AMERICAN BATTERY TECHNOLOGY Co
Date: April 25, 2024 · CIK: 0001576873 · Accession: 0001493152-24-015950

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SEC Posture
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Summary

Reasoning

File numbers found in text: 333-276329

Referenced dates: January 18, 2024, March 6, 2024

Date
February 23, 2024
Author
Amy L. Bowler
Form
CORRESP
Company
AMERICAN BATTERY TECHNOLOGY Co

Letter

United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Re: American Battery Technology Company Correspondence to Registration Statement on Form S-3 Filed February 23, 2024 File No. 333-276329

Dear Messrs. Purcell and Morris:

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 6, 2024 regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).

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 Registration Statement.

Form 8-K filed January 22, 2024

Exhibit 96.1, page 1

1. We note that you have filed an updated technical report summary dated January 2024, and that the updated technical report summary includes a resource update; however the economic analysis includes the mineral resources from your prior technical report summary, that are no longer current and appear to be obsolete. A cash flow analysis in an initial assessment is not required, as suggested by Item 1302(d)(4) of Regulation S-K, however when an economic analysis is included in the initial assessment it should be based upon the current mineral resources.

Please revise the January 2024 technical report summary to remove the economic analysis that is based upon your mineral resources that are no longer current, or update the economic analysis with the current mineral resources.

On April 25, 2024, the Company filed a Current Report on Form 8-K disclosing a revised technical report summary, entitled “Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye counties, Nevada, USA” and dated April 5, 2024 (the “Amended TRS”). The Amended TRS filed therewith includes an updated economic analysis to reflect the current mineral resources.

Location

Mailing Address

P.O. Box

Denver, CO 80201-8749

Contact

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

2. We note the disclosure on page 89 of the January 2024 technical report summary that the lithium cut-off grade was calculated using the processing and general and administrative costs, as well as the lithium price, and recovery provided in Table 11-9. Please expand the disclosure to clarify how the inputs reconcile to the 300ppm resource cut-off grade and provide us with the underlying calculations.

The calculated lithium cutoff grade used in Table 11-9 of the Amended TRS is as follows:

ProcCst + G&ACst

LiCog =

(SellPrice – SellCst) * (1-Roy) * Rec * 1,000,000)

Where: ProcCst = Processing cost in $/ton

G&ACst = General and Administrative cost in $/ton

SellPrice = Selling price of Lithium in $/ton LHM

SellCst = Selling cost of product in $/ton

Roy = Royalty in NSR

% Rec = Recovery in %

Using the input parameters outlined in this report, the lithium cutoff grade is (11.62+0.38) / (40,000*6.045-0)*(1-0)*65.7%)*1,000,000 = 76ppm

The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein.

3. Please obtain a revised technical report summary for our review that includes the changes that you have communicated in your February 23, 2024 response letter, and any changes identified in the current comment letter.

Please see the Amended TRS.

General

4. We note your responses to the comments in our letter dated January 18, 2024. Please note that we may have additional comments at such time as the revised documents described in your response are filed.

We acknowledge that you may have additional comments.

United States Securities and

Exchange Commission

Page 3

5. Additionally please ensure investor presentations, such as those furnished in your 8-K filed on January 24, 2024 and 8-K filed on January 31, 2024, reflect changes communicated in your February 23, 2024 response letter, and any changes identified in the current comment letter.

We acknowledge that future presentations should include information consistent with this comment letter.

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

Sincerely,
/s/
Amy L. Bowler

Show Raw Text
CORRESP
1
filename1.htm

    Amy
    L. Bowler

    Partner

    Phone
    303.290.1086

    abowler@hollandhart.com

April
25, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  Michael Purcell

Daniel Morris

Re: American
                                            Battery Technology Company

                                            Correspondence to Registration Statement on Form S-3

                                            Filed February 23, 2024

                                            File No. 333-276329

Dear
Messrs. Purcell and Morris:

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 6, 2024 regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).

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 Registration Statement.

Form
8-K filed January 22, 2024

Exhibit
96.1, page 1

1. We
                                            note that you have filed an updated technical report summary dated January 2024, and that
                                            the updated technical report summary includes a resource update; however the economic analysis
                                            includes the mineral resources from your prior technical report summary, that are no longer
                                            current and appear to be obsolete. A cash flow analysis in an initial assessment is not required,
                                            as suggested by Item 1302(d)(4) of Regulation S-K, however when an economic analysis is included
                                            in the initial assessment it should be based upon the current mineral resources.

Please
revise the January 2024 technical report summary to remove the economic analysis that is based upon your mineral resources that are no
longer current, or update the economic analysis with the current mineral resources.

On
April 25, 2024, the Company filed a Current Report on Form 8-K disclosing a revised technical report summary, entitled “Amended
Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye counties, Nevada,
USA” and dated April 5, 2024 (the “Amended TRS”). The Amended TRS filed therewith
includes an updated economic analysis to reflect the current mineral resources.

    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

2. We
                                            note the disclosure on page 89 of the January 2024 technical report summary that the lithium
                                            cut-off grade was calculated using the processing and general and administrative costs, as
                                            well as the lithium price, and recovery provided in Table 11-9. Please expand the disclosure
                                            to clarify how the inputs reconcile to the 300ppm resource cut-off grade and provide us with
                                            the underlying calculations.

The
calculated lithium cutoff grade used in Table 11-9 of the Amended TRS is as follows:

    ProcCst
    + G&ACst

    LiCog
    =

    (SellPrice
    – SellCst) * (1-Roy) * Rec * 1,000,000)

Where:
ProcCst = Processing cost in $/ton

G&ACst
= General and Administrative cost in $/ton

SellPrice = Selling price of Lithium in $/ton LHM

SellCst
= Selling cost of product in $/ton

Roy
= Royalty in NSR

% Rec = Recovery in %

Using
the input parameters outlined in this report, the lithium cutoff grade is (11.62+0.38) / (40,000*6.045-0)*(1-0)*65.7%)*1,000,000 = 76ppm

The
pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within
claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that
without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported
herein.

3. Please
                                            obtain a revised technical report summary for our review that includes the changes that you
                                            have communicated in your February 23, 2024 response letter, and any changes identified in
                                            the current comment letter.

Please
see the Amended TRS.

General

4. We
                                            note your responses to the comments in our letter dated January 18, 2024. Please note that
                                            we may have additional comments at such time as the revised documents described in your response
                                            are filed.

We
acknowledge that you may have additional comments.

     United States Securities and

Exchange Commission

Page 3

  5.
  Additionally please ensure investor presentations, such
as those furnished in your 8-K filed on January 24, 2024 and 8-K filed on January 31, 2024, reflect changes communicated in your February
23, 2024 response letter, and any changes identified in the current comment letter.

We
acknowledge that future presentations should include information consistent with this comment letter.

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

    Sincerely,

    /s/
    Amy L. Bowler

    Amy
    L. Bowler

    Partner

    of
    Holland & Hart llp

ALB:tnt