SecProbe.io

CORRESP
1
filename1.htm

Daniel
K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

June
25, 2015

154718.010200

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

Attn: Jay
Ingram, Legal Branch Chief

    Re:

    Aqua Metals, Inc

    Registration Statement on Form S-1

    Filed June 9, 2015

    SEC File No. 333-204826

Dear Mr.
Ingram:

On
behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to
the comment letter issued by the staff of the Commission (the “Staff”) to Dr. Stephen R. Clarke, Chief
Executive Officer of the Company, dated June 23, 2015 on the above-referenced Registration Statement on Form S-1 (“Registration
Statement”). Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No.
1 to the Registration Statement (“Amendment”).

The
Amendment has been prepared in response to Staff’s comment letter dated June 23, 2015, the text of which we have incorporated
into this response letter for convenience.

Staff Comment and Company Response

Notes
to the Consolidated Financial Statements

3. Intellectual
Property, page F-11

 1. We
                                         note from your footnote disclosure that on July 3, 2014 five founding shareholders contributed
                                         rights to certain intellectual property in exchange for 4,512,000 shares and the consideration
                                         was recorded as intellectual property valued at $1,059,000. We further note the disclosure
                                         on page II-2 which indicates that in June 2014 you sold 4,800,000 shares to your seven
                                         founding shareholders in consideration of their contribution of $39,837 of cash and a
                                         patent application and related intellectual property valued at $637,158. It appears you
                                         may be depicting the amount recorded as additional paid-in capital, rather than the full
                                         amount ascribed to intellectual property. Otherwise, explain to us the amount you disclose
                                         on page II-2. Please also address the disclosure inconsistency regarding the date of
                                         the transaction.

GREENBERG
TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM

3161 Michelson Drive, Suite 1000 Irvine, California 92612 Tel 949.732.6500 Fax 949.732.6501

OC 287420583v1

Securities
and Exchange Commission

Division of Corporation Finance

June 25, 2015

Page 2

Response:
Please be advised that the Company had seven founding shareholders, of whom five contributed their interest in the Company’s
initial patent application and the related intellectual property. The other two founding shareholders contributed cash. Note 3
has been revised to correctly state that the date of the contribution was June 2014, and not July 3, 2014 as previously mentioned
in Note 3. You are correct that page II-2 of Part II to the Registration Statement incorrectly depicted the value of the patent
application and  related intellectual property based on the amount recorded as additional paid-in capital. Page II-2 of Part
II to the Amendment has been revised to correctly state that the value of the patent application and related intellectual
property contributed by the five founding shareholders was $1,059,000, and not $637,158 as previously mentioned on page II-2.

The
Company has endeavored to fully respond to the Staff's comment set forth in its letter dated June 23, 2015. Thank you in advance
for your review. Please contact the undersigned with any questions or comments at (949) 732-6557.

    Very truly yours,

    /s/ Daniel K. Donahue

    Daniel K. Donahue

    cc:

    Aqua Metals, Inc.

    Golenbock Eiseman Assor Bell & Peskoe LLP

    Armanino LLP