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April 23, 2024
Charles Yeomans
Chairman and Chief Executive Officer
AtomBeam Technologies Inc.
1036 Country Club Dr, Suite 200
Moraga, CA 94556
Re:AtomBeam Technologies Inc.
Offering Statement on Form 1-A
Filed March 27, 2024
File No. 024-12417
Dear Charles Yeomans:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please revise Item 4 of Part I of your Form 1-A to include the bonus shares in the number
of securities being offered. In addition, refer to Securities Act Rule 251(a) and its note
regarding the calculation of the aggregate offering price. Note that in this context, the per
share offering price of the securities being offered will include the processing
fee investors are required to pay to StartEngine Primary, and the value of the bonus shares
will equal your per share offering price.
Risk Factors
Your investment could be illiquid for a long time, page 11
2.You indicate that there will be restrictions on the resale of the securities being offered for
twelve months following a person's investment. Please clarify there are no restrictions on
resale of the securities being offered pursuant to this offering under Regulation A.

 FirstName LastNameCharles Yeomans
 Comapany NameAtomBeam Technologies Inc.
 April 23, 2024 Page 2
 FirstName LastName
Charles Yeomans
AtomBeam Technologies Inc.
April 23, 2024
Page 2
The exclusive forum provisions in the subscription agreement may have the effect of limiting an
investor's ability to bring legal action..., page 12
3.You indicate that the subscription agreement contains an exclusive federal forum
provision for claims brought under the Securities Act. Please clarify whether claims under
the Securities Act must be brought in Delaware federal courts. Also state that there is
uncertainty as to whether a court would enforce such provision. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.
Plan of Distribution
Perks and Additional Bonus Shares, page 19
4.You indicate that reservation holders in the company’s testing the waters page hosted on
the StartEngine Crowdfunding platform will receive 5% bonus shares. Please revise to
provide a more complete discussion of the Reservation Bonus program and any applicable
requirements. As part of your disclosure, clarify whether reservation holders are required
to reserve a set number of shares or dollar amount, and if they are required to invest the
same or more than the amount reserved to receive the Reservation Bonus.
The Company's Securities
Forum selection provisions, page 41
5.The description of the exclusive forum provisions in the risk factor on page 12 indicates
that your subscription agreement contains an exclusive federal forum provision for claims
brought under the Securities Act. If true, please revise your disclosure here to be
consistent with the disclosure in your risk factor.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

 FirstName LastNameCharles Yeomans
 Comapany NameAtomBeam Technologies Inc.
 April 23, 2024 Page 3
 FirstName LastName
Charles Yeomans
AtomBeam Technologies Inc.
April 23, 2024
Page 3
            Please contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jamie Ostrow, Esq.