SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 April  11, 2018

Thomas Murphy
Chief Financial Officer
Aqua Metal s, Inc.
1010 Atlantic Avenue
Alameda, CA  94501

 Re: Aqua Metals, Inc.
PRE  14A preliminary proxy statement filing made on Schedule 14A
Filed on April  3, 2018 by Aqua Metals, Inc.
  File No.  001-37515

Dear M r. Murphy :

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the
disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response t o
these comments, we may have additional comments.

 Schedule 14A

1. Advise us why the EDGAR header tag used to identify the above -captioned submission was
PRE 14A as distinguished from PREC14A. In addition, please confirm that successive
filings, including any definitive proxy statement, will be designated correctly based on the
publicly -available EDGAR header tags memorialized in the EDGAR Filer Manual or
consultation with an EDGAR Filer Support specialist available at 202 -551-8900.

2. While the Form of Proxy has been identified as preliminary, the proxy statement  as defined
in Rule 14a -1(l)(g), has not  been  so identified.  Please revise the first page of the proxy
statement, as distinguished from any letter to s hareholders or the Notice of the Annual
Meeting, to identify the proxy statement as a preliminary copy.  See Rule 14a -6(e)(1).

Notice of Annual Meeting of Shareholders

3. Please advise us how the registrant intends to comply , or has already complied,  with its
obligation under Rule 14a-3(b)(1).

Thomas Murphy
Aqua Metals, Inc.
April  11, 2018
Page 2

 Backgr ound of the Solicitation, page 6

4. We note your disclosure in the first paragraph on page 6 indicating that on February 22,
2018 Kanen filed its initial statement on Schedule 13D.  Accordingly, p lease revise t he
final paragraph on page 6 to  indicate the date i n February when the Board authorized the
executive search firm to commence its search for a new Chief Executive Officer.

5. Please revise the penultimate paragraph on page 7 to disclose the “thoughts and
reactions ” shared with the Company on the March 28, 2018  call.

Proposal No. 1 – Election of Directors , page 8

6. We note the disclosure at page nine that indicates each nominee has agreed t o serve if
elected.  Please advise us, with a view toward revised disclosure, whether  or not each of
the director nominees has consented to being named in the proxy statement .
Refer to Rule 14a -4(d)(1) and (4) of Regulation 14A.

Compensation Committee, page 12

7. Please confirm that the definitive proxy statement  will include  the information required
by Item 407(e)(5) of Regulation S -K, or advise .  Refer to Item 8 of Schedule 14A.

Other  Matters, page 25

8. Please conform the statement in the third paragraph on page 4 regarding the intended use
of the discretionary authority available under Rule 14a -4(c)( 1) to the disclosure standard
codified in that provision.  At present, the disclosure provided suggests that the right to
use discretionary authority is absolute and simply includes the discretion to vote on
matters not known a reasonable time before the solicitation commenced.

9. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not
any of the participants – inclusive of director nominees ─  have been the subject of
criminal convictions within the last ten years, please provide us with a written reply on
behalf of each participant in response to this line item notwithstanding the fact that a
negative response need not be disclosed in the proxy statement filed under cover of
Schedule 14A.

Form of Proxy

10. Please provide a designated blank space for dating the proxy card , or advise .
Refer to Rule 14a -4(a)(2).

Thomas Murphy
Aqua Metals, Inc.
April  11, 2018
Page 3

  We remind you that the participants are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact Joseph McCann , Attorney -Advisor, at (202) 551 -6262  or me at (202)
551-3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Clifford E. Neimeth , Esq. - Greenberg Traurig, LLP