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August 21, 2023
Paul W. Graves
Chief Executive Officer
Allkem Livent plc
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Claire V14 E370
Ireland
Re:Allkem Livent plc
Registration Statement on Form S-4
Filed July 21, 2023
File No. 333-273360
Dear Paul W. Graves:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed July 21, 2023
Questions and Answers About the Transaction and the Livent Special Meeting, page 1
1.Please revise the Q&A on page 4 to briefly summarize and quantify, as applicable, the
interests Livent's directors and officers have in the transaction.  We note the disclosure of
the aggregate benefit of unvested RSUs held by non-employee directors on page 22 and
the chart for named executive officers beginning on page 105.  Provide information
regarding all of the holdings, not only the unvested RSUs, for both executive officers and
directors.

 FirstName LastNamePaul W. Graves
 Comapany NameAllkem Livent plc
 August 21, 2023 Page 2
 FirstName LastName
Paul W. Graves
Allkem Livent plc
August 21, 2023
Page 2
Summary, page 16
2.Please clarify the meaning and significance of scientific or technical terms the first time
they are used in order to ensure that lay readers will understand the disclosure. For
example, please briefly explain or describe, as appropriate, lithium carbonate,
butyllithium, lithium hydroxide, spodumene concentrate, tantalum, pegmatite, alluvial,
fluvial, evaporite core, pyroxene, and Run of Mine.
3.We note references throughout the prospectus to Allkem’s “high-quality” products and
assets and that the Olaroz lithium facility produces “high-quality” lithium carbonate
chemicals for the battery, technical and chemical markets. For such statements regarding
industry leadership, please substantiate your claims or remove such statements.
4.Please revise the summary on page 16 to provide additional information regarding the
material aspects of the business of Livent Corporation and Allkem Limited.  Please
provide cross-references to the business disclosure for each.  For example, clarify the
potential or targeted uses or industries that use for the forms of lithium listed.
The Transaction and the Transaction Agreement, page 17
5.Please amend your disclosure on page 18 to include a diagram of the post-merger
transaction ownership structure of NewCo that includes the ownership percentages of the
relevant parties.
Regulatory Approvals, page 23
6.We note your disclosure on pages 23 and 113 that the transaction is “subject to CFIUS
jurisdiction” and that the “closing conditions relating to applicable filings or clearances
under CFIUS laws in the U.S. will also need to be satisfied or waived in order for the
transaction to be consummated.”  Please revise to clarify that CFIUS approval is a
condition to the consummation of the transaction and disclose, where applicable, the
potential effects on the merger transaction if you do not receive CFIUS approval.
Conditions That Must Be Satisfied or Waived for the Transaction to Occur, page 24
7.Please revise the first bullet point on page 24 to further explain or clarify the condition
that "the closing of the merger shall be capable of occurring, and would reasonably be
expected to occur, as promptly as practicable following the scheme implementation."  It is
unclear from this disclosure what my trigger this condition.
Risks Related to Tax Matters, page 47
8.In the risk factor on pages 47-48, you address Section 7874 and state that this transaction
as a "potential third-country transaction."  Clarify the degree of uncertainty regarding
whether this transaction is a third-country transaction and clarify the degree of risk with
respect to the 60% owenership test.

 FirstName LastNamePaul W. Graves
 Comapany NameAllkem Livent plc
 August 21, 2023 Page 3
 FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 3
9.Please revise the risk factor on pages 49-50 to separate it into the risks you address, which
appear to include both a general risk factor about potential future tax law changes, and a
more specific risk addressing global tax reform, including Government of Jersey's plans
with respect to implementation of a minimum corporate tax and to whether it could apply
to the company, given its intent to establish its tax residency in Ireland.  Also disclose
how this might affect the company as a tax resident of Ireland.
Risks Related to the Change in Jurisdiction, page 50
10.Revise the risk factor beginning on page 50 to clarify the material differences in the rights
of shareholders under Jersey law as compared to Delaware law, particularly regarding
certainty and transparancy, which you address in the risk factor heading.
Livent Proposals, page 73
11.Please revise the disclosure in Proposals 2-5, beginning on page 73, to further specify with
respect to each what the shareholders are being asked to approve.  For example, your
outline of the compensation of Livent officers and directors that shareholders are being
asked to approve provides a cross-reference to the discussion of the merger agreement,
which cross-references other disclosure in the document.  The multiple references render
the disclosure unclear.  Revise Proposal 2 to specify in that disclosure the compensation
resulting from this transaction for Livent's officers and directors that is subject to
approval.  Refer to Item 5(a) of Schedule 14A.  Similarly, for proposals 3-5, revise to
disclose the prior provision and how it will change.  The cross-references to the relevant
new provision in the NewCo articles of association do not sufficiently specify what
shareholders are being asked to approve.
The Transaction
Background of the Transaction, page 77
12.We note your disclosure on page 77 that on February 24, 2022, the Livent Board reviewed
potential growth opportunities and strategic options, including “possible combinations
with other companies” and discussed a possible stock-for-stock merger of equals
transaction with Allkem. Please expand your disclosure of the “other companies” the
Livent Board considered and discuss any selection criteria the Livent Board used to assess
such possible combinations. Please also revise to describe how and by whom Allkem was
identified as a potential target for a merger of equals transaction.
13.Please revise to clarify the roles of the various advisors with respect to each company,
including each company's multiple financial advisors.
14.We refer to your disclosure on page 78 that Goldman Sachs had initially assisted Livent
with aspects of the potential transaction and had provided an overview of equity flowback
considerations, but ultimately engaged Gordon Dyal as its financial advisor. Please
expand your disclosure relating to the Goldman Sachs’ analysis and the scope of their
assistance. Clarify whether Goldman Sachs had any role in the identification or evaluation

 FirstName LastNamePaul W. Graves
 Comapany NameAllkem Livent plc
 August 21, 2023 Page 4
 FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 4
of Allkem, and its involvement, if any, in the preparation of any disclosure that is included
in the registration statement, including any analysis underlying disclosure in the
registration statement.
15.Please revise this section to provide more detail regarding the topics discussed, the
relevant positions of each party and how these topics influenced the terms of the
transaction. By way of example only, we refer to the call between Mr. Graves and Mr.
Perez de Solay on April 21, 2022 regarding the potential terms, timing and structure of the
transaction and the continued discussions on June 28, 2022 of the status of the financial
models used to value the two companies and the ownership percentages.
16.You disclose that Livent and Allkem exchanged financial projections on May 15, 2022,
which were subsequently discussed on a videoconference call on June 16, 2022. We also
refer to your disclosure that updated financials were exchanged between Livent and
Allkem on March 13 and March 14, 2023. Please revise to address the following:
•specify who prepared the financial projections;
•discuss what consideration the Livent and Allkem management teams gave to the
financial projections on the June 16, 2022 call;
•describe the projected financials and any material changes between the financials
exchanged in May 2022 and March 2023;
•discuss the consideration the Livent and Allkem boards gave to obtaining the updated
projections, the timeframe for the selection of the projections and the reliability of the
projections and underlying assumptions related to the later years presented; and
•clarify the reasons for which the projections were prepared, such as whether the
projections were solely prepared in connection with the respective boards of
directors’ evaluation of the transaction or whether they were also used as part of
Gordon Dyal’s preparation of a fairness opinion.
17.We refer to the various calls and meetings held by the Livent and Allkem Boards and their
respective financial advisors and representatives to discuss the valuations of the two
companies and ownership percentages in the combined company starting on May 26, 2022
through May 1, 2023. Please revise your disclosure in this section to describe how each of
the Livent and Allkem boards arrived at the proposed valuations and ownership
percentages, including the methodology employed in reaching such valuations, the
analysis and underlying assumptions of such valuations. Revise to clarify how the
valuations, transaction structure, ownership percentages, transaction exchange ratio with
the premium and board composition evolved during the course of negotiations, including
the proposals and counter-proposals made during the course of the negotiations. By way
of example only, we refer to the calls among the financial advisors on May 26, 2022, the
discussion between Mr. Graves and Mr. Pérez de Solay on June 1, 2022, the Livent and
Allkem board meetings on June 16, 2022 and July 7, 2022, respectively, and the meetings
on July 8, 2022 between Mr. Brondeau and Mr. Rowley and April 10, 2023 between Mr.
Coleman and Mr. Brondeau, the Livent board meeting on April 25, 2023 and the
negotiations on May 1, 2023.

 FirstName LastNamePaul W. Graves
 Comapany NameAllkem Livent plc
 August 21, 2023 Page 5
 FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 5
18.We note your disclosure on page 81 that the Allkem Board determined in July 2022 that
Livent’s proposed terms were not acceptable to the Allkem Board due to the lack of
alignment on the terms and terminated discussions with respect to the potential discussion.
Please disclose the deal terms by Livent in the proposal sent on July 10, 2022, including
the valuation and compensation and elaborate on how the Allkem Board determined that
there was a lack of alignment on such terms.  Revise to discuss any changes between the
deal terms proposed in March 2023 when the two companies re-engaged negotiations.
Opinion of Livent's Financial Advisor, page 88
19.Please provide us with copies of the materials that your financial advisors prepared and
shared with your board in connection with this transaction, including any board books,
transcripts and summaries of oral presentations made to the board, that were material to
the board's decision to approve the merger agreement and the transactions contemplated
thereby.
Certain Unaudited Prospective Financial Information, page 94
20.We see that you have provided projections of estimated annual revenues for the years
ended December 31, 2023 through 2032. Please revise your disclosure to provide more
specific assumptions to enhance an investors understanding of the basis for your
projections. Please also specifically discuss your ability, and the related limitations with,
projections as far as 10 years out. We refer you to the Commissions guidance regarding
projections provided in Item 10(b)(3) of Regulation S-K.
21.We also see that you present Adjusted EBITDA and Unlevered Cash Flow. The
presentation of projections that include a non-GAAP financial measures should include a
clear definition or explanation of the measure, a description of the GAAP financial
measure to which it is most closely related, and an explanation why the non-
GAAP financial measure was used instead of a GAAP measure. Please revise.
22.Further, we see that you present two different projections for Allkem, Case A and Case B.
Please more fully describe the underlying differences so investors may better understand
the related scenarios and uncertainties.
23.Please revise this section to disclose all material projections, forecasts and synergies for
Allkem and Livent that were prepared for or considered by the Board or the financial
advisor in reaching their respective recommendations.  For example, we note on page 94
that projections were prepared for Livent extending to 2062 and for Allkem extending to
2067; however, you have not disclosed projections extending past 2032. Finally, please
revise the headings on pages 94 and 97 and the introduction on page 100 to clarify that
you have disclosed all material projections, synergies, and underlying assumptions.
24.Please remove your statements on pages 95-97 cautioning investors not to rely on
prospective financial information, estimates and assumptions, that the information is
speculative, as it is inappropriate to disclaim responsibility for disclosure appearing in

 FirstName LastNamePaul W. Graves
 Comapany NameAllkem Livent plc
 August 21, 2023 Page 6
 FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 6
your prospectus. In particular we note the disclaimers in bold text on these pages.
25.We note the Livent Board considered the unaudited projected financial information for
Livent and Allkem and also refer to your presentation of Case A and Case B projections
for Allkem’s forecasts. Please expand your disclosure to address how the Board
determined the reasonableness of the projections, whether and to what extent the Board
considered alternative scenarios or assessed the probability of achieving the projected
results.  When addressing the reasonableness of the projections, please address what
consideration the Board gave to the reasonableness of the projections given the significant
length of the projections and the fact, as noted on page 97, that "such information by its
nature becomes less predictive with each successive year."
26.We refer to your Projected Synergies forecast on page 101. Please expand your disclosure
relating to the adjustments that Livent’s management made to reflect Livent’s Adjusted
Allkem Forecasts, and discuss the benefits referenced in “Operating Model Integration
Savings.”
27.On page 96, please revise to clarify the explanation that "[t]he Forecasts, pricing, and
discount rates presented are on a real basis (adjusted for inflation), based on
current observed market estimates," with the disclosure in the following paragraph that
"[t]he Forecasts . . . reflect inputs, assumptions, estimates and judgements as to future
events made or used by Livent's management that it believed were reasonable at the time
the Forecasts were prepared" and "[s]ome or all of the assumptions that have been made in
connection wit