SecProbe.io

June 4, 2015

Dr. Stephen R. Clarke
Chief Executive Officer
Aqua Metals, Inc.
501 23rd Avenue
Oakland, CA 94606

Re: Aqua Metals, Inc.
Registration Statement on Form S-1
Filed May 13, 2015
  File No. 377 -01005

Dear Dr. Clarke :

We have reviewed your registration statement  and have the following 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
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act of 1933, that you, or anyone authorized to do so on
your behalf, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the comm unications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a)
of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or
will participate in your offering.

2. Please revise your registration statement to disclose your election under Section 107(b) of
the Jumpstart Our Business Startups Act.

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 2

 3. Please provide updated interim financial sta tements and related disclo sures to the extent
required in your next amendment .

Risk Factors, page 6

4. We note section 12.1 of your Amended and Restated Bylaws provides for an exclusive
forum for certain litigation.  Please revise your disclosure to include  a risk factor that
addresses the potential impact of such a provision on your shareholders.

Our Business Model, page 18

5. We note your disclosure regarding countries that do not allow overseas ownership of lead
production facilities and your intent to sup ply your process to third parties in such
countries.  Please expand your disclosure to include the number of countries where
overseas ownership is restricted in which you intend to do business.  Your expanded
disclosure should also include the estimated im portance of those restricted countries to
your business model.

Management’s Discussion and Analysis, page 23

6. Given the significance of your warrants and their related mark to market adjustments,
please revise your filing to identify the accounting for common stock warrants  as a
critical accounting policy and provide a comprehensive discussion of management´s
judgments as to the assumptions used to determine the fair value of your warrants.
Alternatively, please explain to us why you do not believe account ing for your common
stock warrants  is a critical accounting policy.

7. Given the significance of your intellectual property to your business, please also identify
as a critical accounting policy, your policy for performing impairment analysis on your
intellectual property.  Please ensure that this discussion provides comprehensive
disclosure regarding when you perform this analysis and the assumptions that you use in
the analysis.

Principal Stockholders, page 29

8. Please include the address of each of your beneficial owners in accordance with Item
403(a) of Regulation S -K.

Item 15. Recent Sales of Unregistered Securities, page II -2

9. We note your disclosure that in June 2014 you sold 4,800,000 shares of common stock to
your founders.  Please rev ise your disclosure to include the aggregate offering price of
such shares of common stock.  See Item 701(c) of Regulation S -K.

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 3

 Notes to the Financial Statements

3. Intellectual Property , page F -10

10. Regarding your intellectual property, please address the following items:
 Revise your filing to provide a more robust description of the intellectual property;
 Explain how you accounted for the shareholder contribution of the intellectual
property, and;
 Revise your filing to provide a more comprehensive disc ussion regarding the
assumptions used to determine the fair value of the intellectual property.

11. We note your disclosure that the fair market value of the intellectual property was
determined by an independent valuation expert.  Please descri be for us the nature and
extent of the third party valuation firm's involvement in the determination of the fair
value of the intellectual property and tell us how you considered the guidance in Rule
436(b) of Regulation C regarding reference to a speciali st. Please see Question 141.02 of
our Compliance and Disclosure Interpretations available at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 4

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact  Mindy Hooker  (Staff Accountant) at 202-551-3732  or Kevin Stertzel
(Staff Accountant ) at 202-551-3723  if you have questions regarding comments on the financial
statements and related matters.  Please contac t Frank Pigott (Staff Attorney) at 202-551-3570  or
me at 202-551-3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Via E -Mail
 Daniel K. Donahue
 Greenberg Traurig, LLP