SecProbe.io

CORRESP
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filename1.htm

Clifford
E. Neimeth

Tel
212-801-9383

Fax
212-805-9383

neimethc@gtlaw.com

April
13, 2018

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Mergers & Acquisitions

100
F Street, NE

Washington,
DC 20549

Attention:  Nicholas
P. Panos, Senior Special Counsel

    Joseph McCann, Attorney-Advisor

 Re: Aqua
                                         Metals, Inc.

PREC
14A preliminary proxy statement filing made on Schedule 14A

Filed
on April 3, 2018 by Aqua Metals, Inc.

File
No. 001-37515

Gentlemen:

On
behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to comments
in respect of the Preliminary (Contested) Proxy Statement on Schedule 14A filed by the Company on April 3, 2018 (the “Preliminary
Proxy Statement”) provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter to Thomas Murphy, the Chief Financial Officer of the Company, dated April 11, 2018
(the “Comment Letter”). Together with these responses, the Company is concurrently filing with the Commission
its revised Preliminary (Contested) Proxy Statement via EDGAR.

The
Company’s responses to the Staff’s comments are indicated below, directly following a restatement of each comment
in bold, italicized type. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter.

Schedule
14A

 1. Staff
                                         Comment: 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.

Greenberg
Traurig, LLP ▪ Attorneys at Law ▪ WWW.GTLAW.COM

200
Park Avenue, New York, New York 10166 ▪ Tel: 212.801.9200 ▪ Fax 212.801.6400

Securities
and Exchange Commission

April
12, 2018

Page
2

Company
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s failure
to use the proper PREC14A EDGAR header tag was inadvertent and resulted from a miscoding by the Company’s external financial
printing service provider upon transmission of the Company’s initial filing with the Commission. The Company’s financial
printer has been notified and properly instructed, and the Company undertakes that all of its successive filings, including any
definitive proxy statement, will be properly coded and designated.

 2. Staff
                                         Comment: 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 shareholders or the Notice
                                         of the Annual Meeting, to identify the proxy statement as a preliminary copy. See Rule
                                         14a-6(e)(1).

Company
Response: The Company acknowledges the Staff’s comment and has revised the first page of the proxy statement to identify,
in red lettering, that the proxy statement is a “preliminary copy, subject to completion” in accordance with Rule
14a-6(e)(1).

Notice
of Annual Meeting of Shareholders

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

Company
Response: We have been informed by the Company that the Company has reviewed and understands the requirements of Rule 14a-3(b)(1)
and undertakes to comply therewith at the time of mailing its definitive proxy statement to its stockholders. A copy of the Company’s
annual report will accompany the Company’s definitive proxy statement and will be delivered to stockholders using the full
set delivery option pursuant to Rule 14a-16(n).

Background
of the Solicitation, page 6

 4. Staff
                                         Comment: 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,
                                         please revise the final paragraph on page 6 to indicate the date in February when the
                                         Board authorized the executive search firm to commence its search for a new Chief Executive
                                         Officer.

Company
Response: In response to the Staff’s comment, the Company respectfully advises that the Board authorized the executive
search firm to commence its search for a new Chief Executive Officer on January 29, 2018. The Company has revised the disclosure
on page 6 to disclose such date.

Greenberg
Traurig, LLP ▪ Attorneys at Law
▪ www.gtlaw.com

Securities and Exchange
Commission

April 12, 2018

Page
3

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

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 7 to provide the requested
additional disclosure. The Company has also updated the section of the Preliminary Proxy Statement entitled “Background
of the Solicitation” to include additional disclosures relating to events that have occurred through the date hereof.

Proposal
No. 1 – Election of Directors, page 8

 6. Staff
                                         Comment: We note the disclosure at page nine that indicates each nominee has agreed
                                         to 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.

Company
Response: In response to the Staff’s comment, the Company respectfully advises that each of the Company’s director
nominees has consented to being named in the proxy statement. The Company has revised the disclosure on page 9 to disclose such
fact.

Compensation
Committee, page 12

 7. Staff
                                         Comment: 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.

Company
Response: The Company acknowledges the Staff’s comment and respectfully advises that the Company is an “emerging
growth company” (as defined in Rule 12b-2). Accordingly, the Company has included the information required by clause (i)
of Item 407(e)(5) of Regulation S-K with respect to the executive compensation disclosure provided in the Preliminary Proxy Statement
in reliance on Item 402(l) of Regulation S-K. The Company has also included in the Preliminary Proxy Statement the name of each
member of the Compensation Committee, as required by clause (ii) of Item 407(e)(5) of Regulation S-K.

Other
Matters, page 25

 8. Staff
                                         Comment: 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.

Greenberg
Traurig, LLP ▪ Attorneys at Law
▪ www.gtlaw.com

Securities and Exchange
Commission

April 12, 2018

Page 4

Company
Response: The Company acknowledges the Staff’s comment and has revised the statement in the third paragraph on page
4 to conform to the disclosure standard prescribed in Rule 14a-4(c)(1).

 9. Staff
                                         Comment: 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.

Company
Response: In response to the Staff’s comment, the Company respectfully acknowledges and advises, on behalf of each of
the participants (including the Board’s director nominees), that none of such participants has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the past ten years.

Form
of Proxy

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

Company
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the form of proxy card
already includes a designated blank space for dating the proxy card, as required by Rule 14a-4(a)(2). The Company, however, has
now made such blank space more conspicuous in appearance.

*       *       *

On
behalf of the Company, we hereby confirm the Company’s understanding 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.

Greenberg
Traurig, LLP ▪ Attorneys at Law
▪ www.gtlaw.com

Securities and Exchange
Commission

April 12, 2018

Page 5

 If
you have any questions regarding the foregoing responses to the Staff’s comments or require additional information, please
do not hesitate to contact me at (212) 801-9383.

    Sincerely,

    Clifford
    E. Neimeth

    cc:
    Thomas
    Murphy, Chief Financial Officer, Aqua Metals, Inc.

    Vincent
    L. DiVito, Aqua Metals, Inc.

    Dan
    Donahue, Esq., Greenberg Traurig, LLP

Greenberg
Traurig, LLP ▪ Attorneys at Law
▪ www.gtlaw.com