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June 11, 2024
Charles Yeomans
Chairman and Chief Executive Officer
AtomBeam Technologies Inc.
1036 Country Club Dr, Suite 200
Moraga, CA 94556
Re:AtomBeam Technologies Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed May 23, 2024
File No. 024-12417
Dear Charles Yeomans:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our April 23, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Business
The Large Codeword Model (LCM), page 25
1.In your Business section, you have added a subsection discussing the Large Codeword
Model ("LCM") and indicate that it "may become a major priority of Atombeam in the
near future" and "could prove to be its most important product and could be how the data-
as-codewords concept underlying Neurpac could be manifested in its most complete
form." While you indicate that the LCM concept is in the early stages of development,
please expand your disclosure to discuss the potential timeline for development, the
estimated cost for development, the amount of data you or a customer would need in order
to develop and validate a LCM, how you would obtain such data, and the challenges to
developing a reliable and robust LCM. Provide risk factor disclosure addressing the

 FirstName LastNameCharles Yeomans
 Comapany NameAtomBeam Technologies Inc.
 June 11, 2024 Page 2
 FirstName LastName
Charles Yeomans
AtomBeam Technologies Inc.
June 11, 2024
Page 2
related risks. In addition, revise to clarify whether LCM is a common industry term or was
created by Atombeam, and the extent to which LCMs or AI products using
similar architecture are already being developed in the industry.
The Company's Securities
Forum selection provisions, page 41
2.It appears that the changes you made to your disclosure on pages 12 and 41 in response to
our prior comments 3 and 5 were intended to indicate that there is no exclusive federal
forum provision for claims brought under the Securities Act. Please further clarify your
disclosure to indicate whether your exclusive forum provision applies to actions arising
under the federal securities laws such that Exchange Act and Securities Act claims would
have to be brought in a state or federal court of competent jurisdiction in the State of
Delaware, as applicable.
            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.