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                Michael Kaplan

                +1 212 450 4111

                michael.kaplan@davispolk.com

                Davis Polk & Wardwell LLP

                 450 Lexington Avenue

                New York, NY 10017

                davispolk.com

                CONFIDENTIAL

      September 26, 2023

      Re: Allkem Livent plc

      Registration Statement on Form S-4

      Filed July 20, 2023 (Filing Date July 21, 2023)

      File No. 333-273360

      Ms. Julie Sherman

      Ms. Jane Park

      Office of Industrial Applications and Services

      Division of Corporation Finance

      United States Securities and Exchange Commission

      100 F Street N.E.

      Washington, D.C. 20549-3628

      Dear Ms. Sherman and Ms. Park:

        On behalf of our client, Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company”), we are responding to the comments from
          the Staff (the “Staff”) of the Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-4 (the “Registration Statement”)
          contained in the Staff’s letter dated August 21, 2023. In addition, the Company has amended the Registration Statement and is filing Amendment No. 1 to its Registration Statement (the “Amended Registration Statement”) and Amendment No. 2 to its Registration Statement (solely for the purposes of filing certain technical report summaries as exhibits, which could not be filed with the Amended
          Registration Statement due to their size) on the date hereof. As discussed with Ms. Park on August 21, 2023, the Amended Registration Statement includes the mining property disclosure of Allkem Limited (“Allkem”)

          pursuant to Regulation S-K Subpart 1300, and the Amended Registration Statement and Amendment No. 2 to the Registration Statement contain the related technical report summaries as exhibits.

      Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well
        as a summary of the responsive actions taken. We have included page numbers to refer to the locations in the Amended Registration Statement where the revised language addressing particular comments appear. Capitalized terms used but not defined
        herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

      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.

        Response: In response to the Staff’s comment, the Company has (i) revised the Q&A disclosure on page 4 of the Amended Registration Statement to summarize and quantify the
          interests that the directors and executive officers of Livent Corporation (“Livent”) have in the transaction and (ii) revised the disclosure on pages 24, 109, 110, 142 and 143 of the Amended Registration
          Statement to include additional information regarding the equity incentive awards held by Livent’s directors and executive officers. The Company notes that Livent’s three named executive officers are Livent’s only executive officers.

    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.

    Response: In response to the Staff’s comment, the Company has revised, as applicable, the glossary beginning on page iv of the Amended
      Registration Statement and the information under the captions “Summary,” “The Parties to the Transaction” and “Business Overview of Allkem” beginning on pages 17, 70 and 196, respectively, of the Amended Registration Statement to include the
      requested information in the appropriate context.

              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.

      Response: In response to the Staff’s comment, the Company has revised the disclosure throughout the Amended Registration Statement to remove references to “high quality” products
        and assets and to provide additional information regarding the quality and reliability of Allkem’s products.

              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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure under the captions “Summary” and “The Parties to the Transaction”
      beginning on pages 17 and 70, respectively, of the Amended Registration Statement to add certain material information about the respective businesses of Livent Corporation and Allkem Limited and has included cross-references to other sections of the
      Amended Registration Statement or the documents incorporated by reference therein, as applicable.

    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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on page 20 of the Amended Registration Statement to
      include the ownership percentages of the relevant parties in the diagram of the post-merger transaction ownership structure of NewCo.

    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.

            September 26, 2023

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    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 25 and 124 of the Amended Registration Statement to clarify that
      CFIUS approval is a condition to the consummation of the transaction and the potential effects on the merger transaction if CFIUS approval is not received. The Company has also revised the disclosure on pages 25 and 124 of the Amended Registration
      Statement to indicate that CFIUS approval was received on August 28, 2023 and, therefore, the closing condition related to CFIUS approval has been satisfied.

    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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 27 and 160 of the Amended Registration
      Statement to clarify how this condition would be satisfied.

    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% ownership test.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on page 51 of the Amended Registration Statement to clarify the
      application of the 60% ownership test. The 60% ownership test, rather than the 80% ownership test, will apply in this case. The Company described the transaction as a “potential third-country transaction” and not a “third-country transaction” because
      the Treasury Regulations issued under section 7874 of the Code use the term “third-country transaction” to refer to transactions which, in addition to involving a “third country,” result in an ownership percentage of at least 60%, among other
      requirements. Because the ownership percentage in this case is expected to be below 60%, the transaction is not expected to be a “third-country transaction” as that term is used in the relevant Treasury Regulations. Moreover, as set forth on page 127
      of the Amended Registration Statement (and subject to the caveats and conditions discussed therein), Davis Polk is providing its opinion that the merger and scheme will not result in the Company being treated as a domestic corporation under section
      7874 of the Code.

              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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 52 and 53 of the Amended Registration Statement.

    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 transparency, which you address in the risk factor heading.

              September 26, 2023

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    Response: In response to the Staff’s comment, the Company has revised the disclosure on page 54 of the Amended Registration Statement to
      clarify the material differences in the rights of shareholders under Jersey law as compared to Delaware law, particularly regarding certainty and transparency.

    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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure beginning on page 78 of the Amended Registration Statement to further
      specify with respect to each of Proposals 2 through 5 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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure beginning on page 83 of the Amended Registration Statement.

              13.

              Please revise to clarify the roles of the various advisors with respect to each company, including each company’s multiple financial advisors.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 84-85 of the Amended Registration Statement to clarify the roles
      of the various advisors with respect to each company.

              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 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.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 84-85 of the Amended Registration Statement. As clarified in
      the Company’s revised disclosure, Livent’s management identified Allkem as a potential target and Goldman Sachs and Gordon Dyal & Co. did not play a significant role in this respect. Goldman Sachs did not play a role in preparing the disclosure
      or information underlying the disclosure in the Amended Registration Statement.

            September 26, 2023

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              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. Pere