SecProbe.io

CORRESP
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 aqms20250609_corresp.htm

 June 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Sarah Sidwell

 Re:

 Aqua Metals, Inc.

 Registration Statement on Form S-1

 File No. 333-287775

 Acceleration Request

 Requested Date:

 Thursday, June 12, 2025

 Requested Time:

 4:30 p.m., Eastern Daylight Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Aqua Metals, Inc.(the “ Registrant ”), hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-287775) (the “ Registration Statement ”) to become effective on June 12, 2025, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “ Staff ”). The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, at (949) 732‑6557.

 In connection with this request, the Registrant acknowledges that:

 •

 should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 •

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 •

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 Aqua Metals, Inc.

 By:

 /s/ Stephen Cotton

 Stephen Cotton,

 President and Chief Executive Officer

 cc:

 Daniel Donahue, Greenberg Traurig, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Stephen Cotton
Chief Executive Officer
Aqua Metals, Inc.
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511

 Re: Aqua Metals, Inc.
 Registration Statement on Form S-1
 Filed on June 4, 2025
 File No. 333-287775
Dear Stephen Cotton:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Daniel Donahue
</TEXT>
</DOCUMENT>

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	aqms20221017_corresp.htm

October 17, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attn:

			Thomas Jones

			Re:

			Aqua Metals, Inc.

			Registration Statement on Form S-3

			File No. 333-267780

			Acceleration Request

			     Requested Date:

			Wednesday, October 19, 2022

			     Requested Time:

			4:30 p.m., Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Aqua Metals, Inc.(the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-267780) (the “Registration Statement”) to become effective on October 19, 2022, at 4:30 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, at (949) 732‑6557.

In connection with this request, the Registrant acknowledges that:

			•

			should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

			•

			the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

			•

			the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

			Very truly yours,

			Aqua Metals, Inc.

			By:

			/s/ Stephen Cotton

			Stephen Cotton,

			President and Chief Executive Officer

			cc:

			Daniel Donahue, Greenberg Traurig, LLP

United States securities and exchange commission logo
October 14, 2022
Stephen Cotton
Chief Executive Officer
Aqua Metals, Inc.
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
Re:Aqua Metals, Inc.
Registration Statement on Form S-3
Filed October 7, 2022
File No. 333-267780
Dear Stephen Cotton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel K. Donahue

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November
27, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Thomas
    Jones

    Re:
    Aqua
    Metals, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-235238

    Acceleration
    Request

    Requested
    Date:
    Monday,
    December 2, 2019

    Requested
    Time:
    4:30
    p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Aqua Metals, Inc.(the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the Registration Statement on Form S-3 (File No. 333-235238) (the “Registration Statement”)
to become effective on December 2, 2019, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such
later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”).
The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on
its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig,
LLP, counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does
    not foreclose the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
    the Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    Aqua
    Metals, Inc.

    By:
    /s/
    Stephen Cotton

    Stephen
    Cotton,

    President
    and Chief Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

November 27, 2019
Stephen Cotton
Chief Executive Officer
Aqua Metals, Inc.
2500 Peru Drive
McCarran, Nevada 89437
Re:Aqua Metals, Inc.
Registration Statement on Form S-3
Filed November 22, 2019
File No. 333-235238
Dear Mr. Cotton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel K. Donahue

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 April  19, 2018

David L. Kanen
President
Kanen Wealth Management, LLC
5850 Coral Ridge Drive , Suite 309
Coral Springs , FL 33076

 Re: Aqua Metals, Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on April  11, 2018 by Kanen Wealth Management , et al.
  File No.  001-37515

Dear M r. Kanen :

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the
disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to you r facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional comments.

General

1. The letter  addressed  to stockholders  accounts for the anticipated  date upon which the
participants expect to “furnish ” the proxy statement to stockholders.  Please revise to include
this representation within  the p roxy statement, a define d term under Rule 14a -1(g), as
disting uished from the voluntary correspondence  with stockholders.  Refer to Rule 14a -6(d).

2. Please advise us, with a view toward revised disclosure, how exactly the proxy statement will
be furnished to stockholders.  Refer to Rule 14a -3, Rule 14a -4(f), and Rule 14a -16.

David  L. Kanen
Kanen Wealth Management, LLC
April  19, 2018
Page 2

 Reasons for the  Solicitation, page 6

3. Each statement or assertion of opinion or belief must be clearly characterized as such, and a
reasonable factual basis must exist for each such opinion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a
supplemental basis.   Accordingly, please provide your basis for your statements at the bottom
of page 6 that board members of c ompanies that are the size of Aqua Metals “typically make
$25,000 to $40,000” and that earning approximately $150,000 is “unusual and excessive.”

Proposal No. 1 – Election of Directors , page 12

4. Advise us, with a view towards disclosure,  whether election of a majority or more of your
director  nominees will result in a change of control as defined under any of the regis trant’s
organizational documents , executive compensation arrangements, or debt instruments.

Additional Participant Information , page 19

5. The disclosure indicates each parti cipant may be deemed to beneficially own the 2,6060,878
shares of common stock owned in the aggregate by  all of the participants by  virtue of their
membership in a group as determined under §13(d)(3).  Please provide us  with a legal
analysis in support of this conclusion.  Alternatively, please re move the  implication that
membership in a group, alone and without more, results in the bene ficial ownership held by
each group member being attributed to all members of the group.  Application of Rule 13d -
5(b), titled “Acquisition of securities, ” only results in  an acquisition , by operation of law , by
the group ─ designated as a single, new person under §13(d)(3)  ─ of its members securities.

 We remind you 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.

  You may contact Joseph McCann , Attorney -Advisor, at (202) 551 -6262  or me at (202)
551-3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Andrew M. Freedman , Esq.
            Olshan  Frome Wolosky LLP

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Clifford E. Neimeth

Tel 212-801-9383

Fax 212-805-9383

neimethc@gtlaw.com

    April
16, 2018

VIA
EDGAR AND EMAIL

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention:  Nicholas P. Panos, Esq., Senior Special
Counsel

Joseph McCann, Esq., Attorney-Advisor

 Re: Aqua Metals, Inc.

Preliminary Opposition Proxy Statement
on Schedule 14A

Filed by Kanen Wealth Management,
LLC on April 11, 2018

Gentlemen:

We are counsel to Aqua Metals, Inc.
(the “Company” or “Aqua Metals”). On behalf of the Company,
we are providing this correspondence to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in respect of the Preliminary Proxy Statement on Schedule 14A (the
“Opposition Proxy Statement”) filed with the Commission on April 11, 2018 by Kanen Wealth Management, LLC
and certain other participants (collectively, “Kanen”) in connection with the solicitation of proxies by
Kanen in opposition to the five director candidates nominated by the Board of Directors of Aqua Metals (the
“Board”) for election at the Company’s 2018 annual meeting of stockholders (the “Annual
Meeting”).

The purpose of this correspondence is to
respectfully bring to the Staff’s attention those instances where the Company believes the Opposition Proxy Statement contains
false and misleading statements or omissions that are material to, and unless remedied, could prevent an informed vote of the Company’s
stockholders at the Annual Meeting. The Company believes that these materially false and misleading statements and omissions violate
Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 thereunder,
and should be corrected before Kanen is permitted to mail definitive proxy materials to Aqua Metals’ stockholders. In addition,
the Company believes that Kanen has violated Section 13(d) of the Exchange Act and Regulation 13D thereunder by failing, in the
context of a contest for corporate control, to promptly amend the Schedule 13D filed by Kanen with the Commission on February 22,
2018, as amended (the “Schedule 13D”), as described in more detail below.

Securities and Exchange Commission

April 16, 2018

Page 2

The Company respectfully notes that in light
of its substantially disaggregated, primarily retail-level stockholder base, unlike  an issuer with a heavy concentration of
institutional owners (who may be readily capable of recognizing proxy contest – “campaign style” – rhetoric,
innuendo and unsubstantiated allegations portrayed as bald assertions of putative fact), a majority of the Company’s investors
(to whom Kanen’s proxy materials will be disseminated) have a heightened need for protection from unfair, confusing, misleading
and inaccurate disclosures in order to make a fully informed voting decision at the Annual Meeting.

 I. The Opposition Proxy Statement Contains Materially False and Misleading Statements and Material Omissions

The Company believes that the Opposition
Proxy Statement contains a number of false and misleading statements and material omissions, as described below. For your convenience,
these disclosures are identified below in numbered paragraphs containing specific references to the pages and paragraphs where
such disclosures appear in the Opposition Proxy Statement. These disclosures are immediately followed by the Company’s observations
and commentary with respect thereto.

Please note that the Company may have comments
and observations with respect to several additional disclosures made by Kanen in the Opposition Proxy Statement (specifically,
in respect of certain financial and operational information relating to the Company). In such case, the Company will provide such
additional comments and observations to the Staff by means of separate EDGAR correspondence within the next 48 hours.

1.       Kanen’s Current Disclosure: The second sentence of the first paragraph of the Letter to Stockholders that
accompanies the Opposition Proxy Statement (the “Letter to Stockholders”) states: “Our interests are
aligned with the interests of all Aqua Metals stockholders …”

Company Comment: The Company
believes that is an overbroad and conclusory statement of supposed fact, without any support for the statement or explanation of
why Kanen’s interests are “aligned” with those of other Aqua Metals’ stockholders. Although Kanen has made
a significant, albeit very recent investment in the Company, the Company’s investors (many of whom are retail-level investors
who have held their positions for a longer period of time than Kanen) may have different investment objectives, cost bases and
exit horizons than Kanen. The Company also believes that this statement was intended to imply and suggest as fact that, unlike
the interests of Kanen’s director nominees, the interests of the director candidates nominated by the Board are not aligned
with those of the Company’s stockholders and, therefore, the Board’s director nominees are either conflicted in some
fashion or otherwise incapable of effectively representing the interests of the Company’s stockholder base. The Company notes
that three of the Board’s five director nominees have been determined to be independent directors under applicable Nasdaq
rules, and the Company believes that Mr. Eric Prouty will also qualify as an independent director under the Nasdaq listing standards
if he is elected to the Board at the Annual Meeting. In addition, all of the Company’s current directors own equity (or rights
to purchase equity) in the Company. Accordingly, the Company believes that the foregoing disclosure should be deleted or clarified
accordingly.

Securities and Exchange Commission

April 16, 2018

Page 3

2.       Kanen’s
Current Disclosure: The fifth sentence of the third paragraph of the Letter to Stockholders states: “While the
Board’s recent plan to implement a transition of Dr. Clarke from his current position as President, CEO and Chairman of the
Board of Aqua Metals represents progress, it is disappointing that Aqua Metals’ Board acted only in response to our
nomination of director candidates.” (Emphasis added)

Company Comment: The Company
believes that this statement is materially false and misleading. The plan to transition Dr. Stephen Clarke from his position as
President, CEO and Chairman of the Board announced by the Company on March 27, 2018 was the result of a comprehensive and continuing
search for a successor CEO that has been ongoing since January 29, 2018, when the Board authorized an external executive search
firm and corporate governance consultant previously engaged by the Board in late 2017 to provide advice and assistance on board
composition matters and corporate governance best practices. As disclosed in the Opposition Proxy Statement, Kaned delivered its
notice of nomination of director candidates to the Company on March 23, 2018. (Opposition Proxy Statement, page 5) Thus, the foregoing
statement is factually inaccurate and misleading on its face.

The Company believes that this inaccurate
disclosure should be revised to delete the portion stating that the Board acted only in response to Kanen’s nomination of
director candidates.

3.       Kanen’s
Current Disclosure: The penultimate sentence of the third paragraph of the Letter to Stockholders states: “Our
proxy contest will seek to refresh the Board with highly-qualified independent directors and provide just the type of pressure
and impetus this Company needs to try to get back on track.”

Company Comment: The Company
believes that the conclusory phrase “independent directors” used in reference to Kanen’s director nominees is
a self-serving and wholly subjective characterization that is presented as a legal conclusion, without any factual support or explanation
of why Kanen’s director nominees are independent and by whom and under what legal standards their independence has been determined.
There is no disclosure of Mr. Kanen’s business, personal and financial history with such nominees and/or how he chose them
to participate in his opposition solicitation. If there are no such relationships, material or otherwise, the Company believes
Kanen should so state.

Securities and Exchange Commission

April 16, 2018

Page 4

Moreover, the Company believes that the
phrase “independent directors” used in reference to all of Kanen’s director nominees is false. Firstly,
one of Kanen’s director nominees is David L. Kanen, the Portfolio Manager and President of Kanen Wealth Management, LLC,
an investment advisory firm. The Company believes that if Mr. Kanen is elected to the Board at the Annual Meeting, as the founder
and, to the Company’s knowledge, sole principal of his investment advisory firm, there is a overwhelming risk that in his
decisions as a director of the Company he will be motivated by the interests of his firm and its investors, rather than the best
interests of the Company’s public stockholders. Unlike a financial institution, hedge fund, private equity firm or other
similar organization of substantial size with many principals, partners, members and employees, in this case David L. Kanen is
“the fund.” None of the customary information screens, confidentiality agreements and other fiduciary conflict safeguards
that typically would be implemented to ensure that Company and Board-level information obtained by a director-nominee of a fund
is not misappropriated or disclosed to the fund, can reasonably apply here.

Secondly, the Opposition Proxy Statement
omits to disclose that two of Kanen’s director nominees, Anthony Ambrose and Alan B. Howe, have previously participated as
Kanen’s director nominees in proxy contests involving other public companies. In particular, in September 2016, Kanen nominated
Messrs. Ambrose and Howe (together with four other candidates) for election to the board of directors of Magicjack Vocaltec Ltd.
in connection with an election contest that ultimately resulted in the appointment of Mr. Howe and one other director nominated
by Kanen to Magicjack’s board pursuant to a settlement agreement entered into between Magicjack and Kanen in February 2017.

The Company believes that these facts indicate
the possibility that close personal and/or professional ties exist between Mr. Kanen and each of Messrs. Ambrose and Howe, which
creates a significant risk that if they are elected to the Board at the Annual Meeting, they will be operate under Mr. Kanen’s
influence or otherwise be biased in favor of Mr. Kanen’s investment firm and its investors, which could render them incapable
of making independent decisions in the best interests of the Company’s stockholders based solely on the corporate merits
of the matters presented to them in their Company director capacities.

The Company believes that the foregoing
information is material and should be disclosed by Kanen to the Company’s stockholders in connection with any voting decision
they intend to make at the Annual Meeting. Accordingly, the foregoing disclosure should, at a minimum, be revised to specify the
factual and legal basis for characterizing all of Kanen’s director nominees as “independent directors” as well
as to disclose in more detail Kanen’s relationships with Messrs. Ambrose and Howe.

4.       Kanen’s
Current Disclosure: The fourth bullet point on page 4 of the Opposition Proxy Statement states: “On March 8, 2018,
Mr. Kanen discussed with Mr. DiVito the need for a new CEO and expressed concern regarding the excessive director compensation.”
The Opposition Proxy Statement further states on page 6: “We believe that the Board is earning too much for a tiny, unprofitable
company. The Company’s independent Board members are currently earning approximately $150,000 (including grants of options),
whereby companies’ board members this size typically make $25,000 to $40,000.”

Securities and Exchange Commission

April 16, 2018

Page 5

Company Comment: These self-serving,
subjective and conclusory statements are presented without adequate factual support. In particular, the allegation that the compensation
of the Company’s directors is “excessive” does not appear to be based on any comparison to any identifiable peer
group, benchmark or index. Rather, Kanen purports to compare the Company’s director compensation to that at “companies
of this size.” This rather vague description fails to explain what criteria (e.g., asset value, revenues, EBITDA, number
of employees, etc.) were used by Kanen to select such comparable companies. Without any disclosure of such criteria, the statistical
data provided by Kanen as factual support for the conclusion that the Company’s director compensation is “excessive”
is misleading and confusing. Accordingly, the foregoing disclosure should be revised to specify the criteria used by Kanen to identify
the comparable companies used in its analysis of the Company’s director compensation.

5.       Kanen’s
Current Disclosure: The seventh bullet on page 4 states: “On March 20, 2018, Mr. Kanen received an email from
Mr. DiVito and Mark Slade, a board member of the Company, stating that while the Board agreed to Dr. Clarke and Mr. Murphy serving
as Mr. Kanen’s point of contacts for further negotiations, upon further reflection the Board decided Mr. DiVito and Mr. Slade
would now be a joint point of communication for Mr. Kanen. To the representatives of Kanen, this again demonstrated that the Board
had procrastinated in diminishing the authority of Dr. Clarke and searching for a new CEO.”

Company Comment: While attention-grabbing
and constituting unsubstantiated innuendo, Kanen’s conclusion that the Board has “procrastinated” in diminishing
the authority of the Company’s CEO and searching for a new CEO is a total non-sequitur. In other words, it seems to
be completely disconnected from its purported factual predicate. The Company does not believe that the fact that the Company has
designated Messrs. DiVito and Slade, two of the Company’s independent directors, to be the Company’s appropriate points
of contact for communicating with an activist stockholder has anything to do with the Board’s determinations as to the scope
of authority of the Company’s CEO or the publicly announced search process conducted by the Board to identify a successor
CEO. Accordingly, the Company believes that the last sentence of the foregoing statement is utterly confusing and misleading and
should be deleted in its entirety.

6.       Kanen’s
Current Disclosure: The fourth bullet on page 5 of the Opposition Proxy Statement states: “On March 27, 2018,
the Company issued a press release announcing that the Board has approved and is implementing a plan to transition Dr. Clarke from
his current position as President, CEO and Chairman of the Board. Given the information Mr. Kanen received on March 12, 2018, the
announcement perplexed Kanen because just a week and a half prior, Dr. Clarke was the “point of contact” in negotiations.
To Kanen, it seemed that the Company’s management was contradicting themselves by saying a “transition was in the works
from late 2017. Furthermore, it begs the question as to whether or not the incumbent Board would have affected the needed change
absent the pressure from Kanen.”

Securities and Exchange Commission

April 16, 2018

Page 6

Company Comment: These statements
are yet another example of utterly confusing and misleading allegations that are non-sequiturs and completely disconnected
from the factual assertions Kanen purports to make. The Company believes that these statements, once again, are intended to support
Kanen’s argument that the Company’s publicly announced CEO succession plan is the result solely of Kanen’s change-in-control
campaign and agitation activities. It is unclear how or why the fact that Dr. Clarke informed Mr. Kanen on March 12, 2018 that
he and Mr. Murphy would be

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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 April  11, 2018

Thomas Murphy
Chief Financial Officer
Aqua Metal s, Inc.
1010 Atlantic Avenue
Alameda, CA  94501

 Re: Aqua Metals, Inc.
PRE  14A preliminary proxy statement filing made on Schedule 14A
Filed on April  3, 2018 by Aqua Metals, Inc.
  File No.  001-37515

Dear M r. Murphy :

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the
disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response t o
these comments, we may have additional comments.

 Schedule 14A

1. 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.

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

Notice of Annual Meeting of Shareholders

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

Thomas Murphy
Aqua Metals, Inc.
April  11, 2018
Page 2

 Backgr ound of the Solicitation, page 6

4. 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, p lease revise t he
final paragraph on page 6 to  indicate the date i n February when the Board authorized the
executive search firm to commence its search for a new Chief Executive Officer.

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

Proposal No. 1 – Election of Directors , page 8

6. We note the disclosure at page nine that indicates each nominee has agreed t o 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.

Compensation Committee, page 12

7. 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.

Other  Matters, page 25

8. 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.

9. 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.

Form of Proxy

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

Thomas Murphy
Aqua Metals, Inc.
April  11, 2018
Page 3

  We remind you 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.

  You may contact Joseph McCann , Attorney -Advisor, at (202) 551 -6262  or me at (202)
551-3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Clifford E. Neimeth , Esq. - Greenberg Traurig, LLP

CORRESP
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filename1.htm

AQUA METALS, INC.

1010 Atlantic Avenue

Alameda, California 94501

May 19, 2017

VIA EDGAR

Pamela A. Long, Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Aqua Metals, Inc.

Registration Statement on Form S-3

File No. 333-216250

Dear Ms. Long:

Aqua Metals, Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
to 4:30 p.m., Eastern Time, on Tuesday, May 23, 2017, or as soon thereafter as practicable.

The Company hereby acknowledges
that:

 1. should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; and

 3. the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

AQUA METALS, INC.

By:      /s/ Stephen R. Clarke

        Stephen
R. Clarke, Chief Executive Officer

CORRESP
1
filename1.htm

Daniel K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

May 12, 2017

154718.010200

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Pamela A. Long,

Assistant Director

 Re: Aqua Metals, Inc.

Registration Statement on Form S-3

Filed February 27, 2017

SEC File No. 333-216250

Dear Ms. Long:

On behalf of our
client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to the comment letter
issued by the staff of the Commission (the “Staff”) to Dr. Stephen R. Clarke, Chief Executive Officer
of the Company, dated March 7, 2017 on the above-referenced Registration Statement on Form S-3 (“Registration Statement”).
Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 1 to the Registration Statement
(“Amendment”).

The Amendment has
been prepared in response to Staff’s comment letter dated March 7, 2017, the text of which we have incorporated into this
response letter for convenience. .

Staff Comment and Company Response

General

1.
 We note that Part III of your annual report on Form 10-K for the fiscal year ended December 31, 2016 incorporates by reference
portions of your definitive proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective
date of your registration statement until you have amended the Form 10-K to include Part III information or filed the definitive
proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Questions 123.01.

Response: The Company’s definitive proxy
statement was filed on April 24, 2017.

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

3161 Michelson Drive, Suite 1000 n Irvine, California 92612 n
Tel 949.732.6500 n Fax 949.732.6501

OC 287678546v1

Securities and Exchange Commission

Division of Corporation Finance

May 12, 2017

Page 2

Incorporation of Certain Documents by reference, page 10

2.
Please update this section to specifically incorporate by reference the Form 10-K filed March 2, 2017. In addition, please
specifically incorporate each current and periodic report filed by you between the date of this letter and the registration statement´s
effective date, or include the language set forth in Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations.

Response: The section, “Incorporation
of Certain Documents”, has been updated as requested.

The Company has endeavored
to fully respond to the Staff's comments. Thank you in advance for your review. Please contact the undersigned with any questions
or comments at (949) 732-6557.

        Very truly yours,

        /s/ Daniel K. Donahue

        Daniel K. Donahue

cc:	Aqua Metals, Inc.

Mail Stop 4631

March 7, 2017

Via E -mail
Stephen Clarke
Chief Executive Officer
Aqua Metals, Inc.
1010 Atlantic Avenue
Alameda, CA 94501

Re: Aqua Metals, Inc.
  Registration Statement on Form S-3
Filed  February 27, 2017
  File No.  333-216250

Dear Mr. Clarke :

We have limited our review of your registration statement to the issue we have addressed
in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

General

1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended
December 31 , 2016 i ncorporates by reference portions of your definitive proxy statement
which has not been filed yet.   Please be advised that we cannot accelerate the effective
date of your registration statement until you have amended the Form 10 -K to include Part
III infor mation or filed the definitive proxy statement.  Please refer to Compliance and
Disclosure Interpretations, Securities Act Forms Questions 123.01.

Incorporation of Certain Documents by reference, page 10

2. Please update this section to specifically incorporate by reference the Form 10 -K filed
March 2, 2017 . In addition, please specifically incorporate each current and periodi c
report filed by you between the date of this letter and the registration statement´s

Stephen Clarke
Aqua Metals, Inc.
March 7 , 2017
Page 2

 effective date, or include the language set forth in Question 123.05 of our Securities Act
Forms Compliance and Disclosure Interpretations.

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.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156  or me at  (202) 551 -3754
with any questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Thomas Murphy, Chief Financial Officer
 Daniel Donahue, Esq.

CORRESP
1
filename1.htm

AQUA
METALS, INC.

1010
Atlantic Avenue

Alameda,
California 94501

September
22, 2016

VIA
EDGAR

Pamela
A. Long, Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Aqua
                                         Metals, Inc.

                                         Registration Statement on Form S-3

                                         File No. 333-213501

Dear
Ms. Long:

Aqua
Metals, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
be accelerated to 4:30 p.m., Eastern Time, on Monday, September 26, 2016, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

 1. should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the Registration
                                         Statement effective, it does not foreclose the Commission from taking any action with
                                         respect to the Registration Statement;

 2. the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Company from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the Registration Statement; and

 3. the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Very
truly yours,

AQUA
METALS, INC.

By:
/s/ Stephen R. Clarke

  Stephen
                                         R. Clarke, Chief Executive Officer

CORRESP
1
filename1.htm

Daniel K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

September 21, 2016

154718.010200

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Craig Slivka, Legal Branch Chief

 Re: Aqua Metals, Inc.

Amendment No. 1 to Registration Statement on Form S-3

    Filed September 16, 2016

    SEC File No. 333-213501

Dear Mr. Slivka:

On behalf of our
client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to the oral comment
issued by Asia Timmons-Pierce of the staff of the Commission (the “Staff”) to the undersigned on
September 20, 2016 on the above-referenced Registration Statement on Form S-3 (“Registration Statement”).
Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 2 to the Registration Statement
(“Amendment”).

The Amendment has been prepared in response to Ms. Timmons-Pierce’s oral comment,
the substance of which we have incorporated into this response letter for convenience.

Staff Comment and Company Response

Part II, Item 16. Exhibits

 1. Please revise the exhibit index to reflect that the Form T-1 Statement of Eligibility
will be filed under the electronic form 305B2 after effectiveness and not in a post-effective amendment or in a Form 8-K.

Response: We have revised
the exhibit index as requested. Please see page II-2 of the Amendment.

We have also revised the
Registration Statement to include in Part II, Item 17 the undertaking required by subpart (j) of Item 512 of Regulation S-K.
Please see page II-4 of the Amendment.

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

3161 Michelson Drive, Suite 1000 n
Irvine, California 92612 n
Tel 949.732.6500 n
Fax 949.732.6501

OC 287603328v1

Securities and Exchange Commission

Division of Corporation Finance

September 21, 2016

Page 2

The Company has endeavored
to fully respond to the Staff's comment. Thank you in advance for your review. Please contact the undersigned with any questions
or comments at (949) 732-6557.

        Very truly yours,

        /s/ Daniel K. Donahue

        Daniel K. Donahue

cc:	   Aqua Metals, Inc.

CORRESP
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filename1.htm

AQUA METALS, INC.

1010 Atlantic Avenue

Alameda, California 94501

August 11, 2016

VIA EDGAR

Pamela A. Long, Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Aqua Metals, Inc.

Registration Statement on Form S-3

File No. 333-212808

Dear Ms. Long:

Aqua Metals, Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated to
4:30 p.m., Eastern Time, on Monday, August 15, 2016, or as soon thereafter as practicable.

The Company hereby acknowledges
that:

 1. should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; and

 3. the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

AQUA METALS, INC.

By:    /s/ Stephen R. Clarke

  Stephen R. Clarke, Chief Executive Officer

Mail Stop 4631

August 8, 2016

Via Email
Stephen R. Clarke
Chief Executive Officer
Aqua Metals, Inc.
1010 Atlantic Avenue
Alameda, California 94501

Re: Aqua Metals, Inc.
  Registration Statement on Form F-3
Filed  August 1, 2016
  File No.  333-212808

Dear Mr. Clarke :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Stephen R. Clarke
Aqua Metals, Inc.
August 8, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Chris Ronne, Staff Attorney, at (202 ) 551 -6156 or me at (202) 551 -3765
with any questions.

Sincerely,

 /s/ Pamela A. Long

 Pamela A. Long
 Assistant Director
Office of Manufacturing and
Construction

Cc:  Daniel K. Donahue , Esq.
 Thomas Murphy

CORRESP
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filename1.htm

July 29, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Jay Ingram

    Frank Pigott

    Re:
    Aqua Metals, Inc.

    Registration Statement on Form S-1

    File No. 333-204826

    Acceleration Request

               Requested Date:

    Thursday, July 30, 2015

               Requested Time:

    4:30 p.m., Eastern Daylight Time

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Aqua Metals, Inc. (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the Registration Statement on Form S-1 (File No. 333-204826) (the “Registration Statement”)
to become effective on July 30, 2015, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later
time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”).
The Registrant hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its
behalf.

Once the Registration
Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel
to the Registrant, at (949) 732-6557.

In connection with
this request, the Registrant acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •

    the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Aqua Metals, Inc.

    By:

        /s/ Stephen R. Clarke

    Stephen R. Clarke,

    Chief Executive Officer

    cc:

        Daniel Donahue, Greenberg Traurig, LLP

        Andrew Hudders, Golenbock Eiseman Assor Bell & Peskoe, LLP

        Carl Van Demark, Golenbock Eiseman Assor Bell & Peskoe,
        LLP

CORRESP
1
filename1.htm

National Securities Corporation

410 Park Avenue, 14th Floor

New York, NY 10022

July 29, 2015

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Aqua Metals, Inc.

    Registration Statement on Form S-1

    File No. 333- 204826

Ladies and Gentlemen:

In connection with the Registration Statement
on Form S-1 of Aqua Metals, Inc. (the “Company”), the undersigned hereby joins the request of the Company that the
effectiveness of said Registration Statement be accelerated to 4:30 p.m. Eastern time on July 30, 2015, or as soon thereafter as
practicable.

    Very truly yours,

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Jonathan C. Rich

    Name: Jonathan C. Rich

    Title: EVP – Head of Investment Banking

CORRESP
1
filename1.htm

National Securities Corporation

410 Park Avenue, 14th Floor

New York, NY 10022

July 29, 2015

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Aqua Metals, Inc.

    Registration Statement on Form S-1

    File No. 333- 204826

Ladies and Gentlemen:

In accordance with the provisions of Rule 460 under the Securities
Act of 1933, National Securities Corporation, as underwriter of the proposed public offering of shares of Common Stock of Aqua
Metals, Inc., distributed copies of the Preliminary Prospectus dated July 20, 2015 as follows:

 (1) 125 copies to institutions;

 (2) 25 copies to FINRA members; and

 (3) 150 copies to individual investors.

We have been informed by participating dealers that, in
accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus dated July 20,
2015   have been distributed to all persons to whom it is expected confirmations of a sale will be sent; and we likewise so
distributed copies to all customers of ours.

We have adequate capital to underwrite a
“firm commitment.”

    Very truly yours,

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Jonathan C. Rich

    Name: Jonathan C. Rich

    Title: EVP – Head of Investment Banking

CORRESP
1
filename1.htm

Daniel
K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

July
29, 2015

154718.010200

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

Attn: Jay
Ingram, Legal Branch Chief

 Re: Aqua
                                         Metals, Inc.

                                         Amendment No. 4 to Registration Statement on Form S-1

SEC
File No. 333-204826

Dear
Mr. Ingram:

On
behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are submitting this
letter concurrently with the Company’s filing of an Amendment No. 4 (“Amendment”) to the above-referenced
Registration Statement on Form S-1 (“Registration Statement”).

The
Amendment is being filed for purposes of registering a ten percent (10%) increase in the shares of common stock to be offered
by the Company, prior to any exercise of the underwriters’ overallotment option. In addition, the Amendment reflects a decrease
in the underwriters’ discount from 8% to 7.65%. There have been no substantive changes made to the disclosure in the prospectus
made part of the Amendment other than to give effect to the two aforementioned matters.

The
Company has been advised by the underwriters’ representative that the underwriters intend to circulate an electronic copy
of the prospectus made part of the Amendment to all parties expected to participate in the offering.

Thank
you in advance for your review. Please contact the undersigned with any questions or comments at (949) 732-6557.

    Very
                                         truly yours,

        /s/
        Daniel K. Donahue

        Daniel
        K. Donahue

    cc:

    Aqua Metals, Inc.

    Golenbock Eiseman Assor Bell & Peskoe LLP

    Armanino LLP

Greenberg
Traurig, LLP • Attorneys
at Law • WW.GTLAW.COM
 3161 Michelson Drive, Suite 1000 • Irvine,
California 92612 • Tel 949.732.6500 •
Fax 949.732.6501

OC
287431839v1

CORRESP
1
filename1.htm

Daniel K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

July 20, 2015

154718.010200

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jay Ingram, Legal Branch Chief

 Re: Aqua Metals, Inc.

Amendment No. 1 to Registration
Statement on Form S-1

Filed June 25, 2015

SEC File No. 333-204826

Dear Mr. Ingram:

On behalf of our client,
Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to the comment letter issued
by the staff of the Commission (the “Staff”) to Dr. Stephen R. Clarke, Chief Executive Officer of the
Company, dated July 8, 2015 on the above-referenced Registration Statement on Form S-1 (“Registration Statement”).
Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 2 to the Registration Statement
(“Amendment”).

The Amendment has been
prepared in response to Staff’s comment letter dated July 8, 2015, the text of which we have incorporated into this response
letter for convenience.

Staff Comment and Company Response

Dilution, page 35

 1. We note in the second paragraph under the dilution heading, your disclosure indicates you had a pro forma net tangible
book deficit as of March 31, 2015. Based on the information provided in your capitalization table on the previous page and your
dilution table, it appears that this amount is not a deficit. Please explain why you refer to a book deficit or revise your disclosure
as appropriate.

Response: We have revised the disclosure to
correctly refer to the Company’s tangible book value as of March 31, 2015. Please see page 35 of the Amendment.

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

3161 Michelson Drive, Suite 1000 n
Irvine, California 92612 n
Tel 949.732.6500 n
Fax 949.732.6501

Securities and Exchange Commission

Division of Corporation Finance

July 20, 2015

Page 2

 2. Please revise your filing to reflect the proper date of the pro forma net tangible book value per share in your tabular
presentation. In this regard, we note that you currently reflect a date of March 31, 20145.

Response: We have corrected the date as requested.
Please see page 35 of the Amendment.

Report of Independent Public Accounting Firm, page F-2

 3. Please advise your independent accountant to provide you with a dual-dated or re-dated, audit report, so as to include
their audit of the reverse stock split and its retrospective presentation in the historical financial statements.

Response: The independent accountant’s
audit report has been dual-dated as requested. Please see page F-2 of the Amendment.

Notes to the Consolidated Financial Statements

3. Intellectual Property, page F-11

 4. Please reconcile your disclosure that in June 2014 you sold 4,512,000 shares of common stock
to five of your founding shareholders in exchange for intellectual property with a fair value of $1,059,000 with your disclosure
on page II-2 that in June 2014 you sold 4,363,641 shares of common stock to your seven founding shareholders in exchange for a
cash contribution of $39,837 and intellectual property valued at $1,059,000.

Response: The disclosure
in Note 3 has been corrected. Please see page F-11 of the Amendment.

The Company has endeavored
to fully respond to the Staff's comments set forth in its letter dated July 8, 2015. Thank you in advance for your review. Please
contact the undersigned with any questions or comments at (949) 732-6557.

    Very truly yours,

    /s/ Daniel K. Donahue

    Daniel K. Donahue

    cc:
    Aqua Metals, Inc.

    Golenbock Eiseman Assor Bell & Peskoe LLP

    Armanino LLP

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

July 8, 2015

Via E -Mail
Dr. Stephen R. Clarke
Chief Executive Officer
Aqua Metals, Inc.
501 23rd Avenue
Oakland, CA 94606

Re: Aqua Metals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 25, 2015
  File No. 333 -204826

Dear Dr. Clarke :

We have reviewed your amended 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 ame ndment 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.

Dilution, page 35

1. We note in the  second paragraph under the dilution heading, your disclosure indicates
you had a pro forma net tangible book deficit as of March 31, 2015.  Based on the
information provided in your capitalization table on the previous page and your dilution
table, it app ears that this amount is not a deficit.  Please explain why you refer to a book
deficit or revise your disclosure as appropriate.

2. Please revise your filing to reflect the proper date of the pro forma net tangible book
value per share in your tabular prese ntation.  In this regard, we note that you currently
reflect a date of March 31, 20145.

Dr. Stephen R. Clarke
Aqua Metals, Inc.
July 8, 2015
Page 2

 Report of Independent Registered Public Accounting Firm, page F -2

3. Please advise your independent accountant to provide you with a dual -dated or re -dated,
audit report , so as to include their audit of the reverse stock split and its retrospective
presentation in the historical financial statements.

Notes to the Consolidated Financial Statements

3. Intellectual Property, page F -11

4. Please reconcile your disclosure that in June 2014 you sold 4,512,000 shares of common
stock to five of your founding shareholders in exchange for intellectual property with a
fair value of $1,059,000 with your disclosure on page II -2 that in June 2014 you  sold
4,363,641 shares of common stock to your seven founding shareholders in exchange for a
cash contribution of $39,837 and intellectual property valued at $1,059,000.

You may contact  Mindy Hooker  at 202-551-3732 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Frank Pigott at 202-551-3570 or me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Via E -Mail
 Daniel K. Donahue
 Greenberg Traurig, LLP

CORRESP
1
filename1.htm

Daniel
K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

June
25, 2015

154718.010200

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

Attn: Jay
Ingram, Legal Branch Chief

    Re:

    Aqua Metals, Inc

    Registration Statement on Form S-1

    Filed June 9, 2015

    SEC File No. 333-204826

Dear Mr.
Ingram:

On
behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to
the comment letter issued by the staff of the Commission (the “Staff”) to Dr. Stephen R. Clarke, Chief
Executive Officer of the Company, dated June 23, 2015 on the above-referenced Registration Statement on Form S-1 (“Registration
Statement”). Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No.
1 to the Registration Statement (“Amendment”).

The
Amendment has been prepared in response to Staff’s comment letter dated June 23, 2015, the text of which we have incorporated
into this response letter for convenience.

Staff Comment and Company Response

Notes
to the Consolidated Financial Statements

3. Intellectual
Property, page F-11

 1. We
                                         note from your footnote disclosure that on July 3, 2014 five founding shareholders contributed
                                         rights to certain intellectual property in exchange for 4,512,000 shares and the consideration
                                         was recorded as intellectual property valued at $1,059,000. We further note the disclosure
                                         on page II-2 which indicates that in June 2014 you sold 4,800,000 shares to your seven
                                         founding shareholders in consideration of their contribution of $39,837 of cash and a
                                         patent application and related intellectual property valued at $637,158. It appears you
                                         may be depicting the amount recorded as additional paid-in capital, rather than the full
                                         amount ascribed to intellectual property. Otherwise, explain to us the amount you disclose
                                         on page II-2. Please also address the disclosure inconsistency regarding the date of
                                         the transaction.

GREENBERG
TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM

3161 Michelson Drive, Suite 1000 Irvine, California 92612 Tel 949.732.6500 Fax 949.732.6501

OC 287420583v1

Securities
and Exchange Commission

Division of Corporation Finance

June 25, 2015

Page 2

Response:
Please be advised that the Company had seven founding shareholders, of whom five contributed their interest in the Company’s
initial patent application and the related intellectual property. The other two founding shareholders contributed cash. Note 3
has been revised to correctly state that the date of the contribution was June 2014, and not July 3, 2014 as previously mentioned
in Note 3. You are correct that page II-2 of Part II to the Registration Statement incorrectly depicted the value of the patent
application and  related intellectual property based on the amount recorded as additional paid-in capital. Page II-2 of Part
II to the Amendment has been revised to correctly state that the value of the patent application and related intellectual
property contributed by the five founding shareholders was $1,059,000, and not $637,158 as previously mentioned on page II-2.

The
Company has endeavored to fully respond to the Staff's comment set forth in its letter dated June 23, 2015. Thank you in advance
for your review. Please contact the undersigned with any questions or comments at (949) 732-6557.

    Very truly yours,

    /s/ Daniel K. Donahue

    Daniel K. Donahue

    cc:

    Aqua Metals, Inc.

    Golenbock Eiseman Assor Bell & Peskoe LLP

    Armanino LLP

June 23, 2015

Via E -Mail
Dr. Stephen R. Clarke
Chief Executive Officer
Aqua Metals, Inc.
501 23rd Avenue
Oakland, CA 94606

Re: Aqua Metals, Inc.
Registration Statement on Form S-1
Filed June 9, 2015
  File No. 333 -204826

Dear Dr. Clarke :

We have reviewed your registration statement  and have the following comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our 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 registration statement and the information you
provide in response to this comment , we may have additional comments.

Notes to the Consolidated Financial Statements

3. Intellectual Property, page F -11

1. We note from your footnote disclosure that on July 3, 2014 five founding share holders
contributed rights to certain intellectual property in exchange for 4,512,000 shares and
the consideration was recorded as intellectual property valued at $1,059,000.  We further
note the disclosure on page II -2 which indicates that in June 2014 yo u sold 4,800,000
shares to your seven founding shareholders in consideration of their contribution of
$39,837 of cash and a patent application and related intellectual property valued at
$637,158.  It appears you may be depicting the amount recorded as add itional paid -in
capital, rather than the full amount ascribed to intellectual property.  Otherwise, explain
to us the amount you disclose on page II -2.  Please also address the disclosure
inconsistency regarding the date of the transaction.

We urge all  persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 23, 2015
Page 2

 all applicable Securities  Act rules require.   Since the company and its managem ent are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments , in the event you request acceleration of the effective date
of the  pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from ta king any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact  Mindy Hooker  (Staff Accountant) at 202-551-3732 or Kevin Stertzel
(Staff Accountant ) at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please conta ct Frank Pigott (Staff Attorney) at 202-551-3570 or
me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 23, 2015
Page 3

 cc: Via E -Mail
 Daniel K. Donahue
 Greenberg Traurig, LLP

CORRESP
1
filename1.htm

Daniel
K. Donahue

Tel
949.732.6500

Fax
949.732.6501

donahued@gtlaw.com

June
9, 2015

154718.010200

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

Attn: Jay
Ingram, Legal Branch Chief

 Re: Aqua
                                         Metals, Inc.

                                         Confidential Draft Registration Statement on Form S-1

Submitted
May 13, 2015

SEC File No. 377-01005

Dear
Mr. Ingram:

On
behalf of our client, Aqua Metals, Inc., a Delaware corporation (the “Company”), we are responding to
the comment letter issued by the staff of the Commission (the “Staff”) to Dr. Stephen R. Clarke, Chief
Executive Officer of the Company, dated June 4, 2015 on the above-referenced Confidential Draft Registration Statement on Form
S-1. Concurrent with the filing of this letter, the Company is publicly filing with the Commission a non-confidential Registration
Statement on Form S-1 (“Registration Statement”).

The
Registration Statement has been prepared in response to Staff’s comment letter dated June 4, 2015. The numbering of the
paragraphs below corresponds to the numbering in the Staff’s comment letter, the text of which we have incorporated into
this response letter for convenience. Except where otherwise indicated, page references in the text of the responses below correspond
to the page numbers of the prospectus made part of the Registration Statement.

Staff
Comments and Company Responses

General:

 1. Please
                                         supplementally provide us with copies of all written communications, as defined in Rule
                                         405 under the Securities Act of 1933, that you, or anyone authorized to do so on your
                                         behalf, present to potential investors in reliance on Section 5(d) of the Securities
                                         Act, whether or not they retain copies of the communications. Similarly, please supplementally
                                         provide us with any research reports about you that are published or distributed in reliance
                                         upon Section 2(a)(3) of the Securities Act added by Section 105(a) of the Jumpstart Our
                                         Business Startups Act by any broker or dealer that is participating or will participate
                                         in your offering.

GREENBERG TRAURIG,
LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM

3161 Michelson
Drive, Suite 1000 • Irvine, California 92612 • Tel 949.732.6500 • Fax 949.732.6501

OC 287413636v1

Securities and Exchange Commission

Division of Corporation Finance

June 9, 2015

Page 2

Response: We have been
advised by the underwriter, National Securities Corporation, that it has distributed the above-referenced Confidential Draft Registration
Statement on Form S-1 under cover of a brief transmittal email in reliance on Section 5(d) of the Securities Act of 1933, as amended
(the “Securities Act”).   Except as set forth in the previous sentence, the Company advises
the Staff that, at this time, neither it nor anyone authorized to act on its behalf has provided any written communications in
reliance on Section 5(d) of the Securities Act, nor is it aware of any research reports about the Company published or distributed
in reliance on Section 2(a)(3) of the Securities Act. However, the Company plan to commence testing-the-waters meetings in
the following weeks and will provide copies to the Staff of any written communications used in such meetings in reliance on Section 5(d)
of the Securities Act. If the Company becomes aware that research reports have been published or distributed in reliance upon
Section 2(a)(3) of the Securities Act, the Company will notify the Staff and provide copies of the relevant materials or reports.

 2. Please revise your registration statement to disclose your election under Section 107(b)
of the Jumpstart Our Business Startups Act.

Response: The Company
has chosen to “opt out” of the extended transition periods available for complying with new or revised accounting standards,
but intends to take advantage of all of the other benefits available under the JOBS Act. Appropriate disclosure of this election
has been provided on pages 3 and 10.

 3. Please provide updated interim financial statements and related disclosures to the extent required in your next amendment.

Response: The Registration
Statement includes the Company’s unaudited consolidated financial statement as of and for the three months ended March 31,
2015.

Risk Factors, page 6

 4. We note section 12.1 of your Amended and Restated Bylaws provides for an exclusive forum
for certain litigation. Please revise your disclosure to include a risk factor that addresses the potential impact of such a provision
on your shareholders.

Response: A new risk factor
addressing venue selection for certain shareholder litigation has been added on page 11. Additional disclosure of the subject has
also been provided on page 39.

Our Business Model, page 18

 5. We note your disclosure regarding countries that do not allow overseas ownership of lead
production facilities and your intent to supply your process to third parties in such countries. Please expand your disclosure
to include the number of countries where overseas ownership is restricted in which you intend to do business. Your expanded disclosure
should also include the estimated importance of those restricted countries to your business model.

Response: The referenced
disclosure was intended to refer only to certain foreign limitations and restrictions on foreign direct investment generally. The
Company is not aware of any foreign laws that specifically target the foreign ownership of LAB recycling or lead production. The
Company believes this is an issue for any business conducting operations internationally. The Company has deleted the referenced
sentence and added disclosure on page 18 that the Company may pursue joint ventures or licensing arrangement in foreign jurisdictions
due, in part, to limitations and restrictions on foreign direct investment.

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

OC 287413636v1

Securities and Exchange Commission

Division of Corporation Finance

June 9, 2015

Page 3

Management’s Discussion and Analysis, page 23

 6. Given the significance of your warrants and their related mark to market adjustments, please
revise your filing to identify the accounting for common stock warrants as a critical accounting policy and provide a comprehensive
discussion of management´s judgments as to the assumptions used to determine the fair value of your warrants. Alternatively,
please explain to us why you do not believe accounting for your common stock warrants is a critical accounting policy.

Response: Disclosure of
the Company’s accounting policies concerning its warrants and other derivative securities has been provided on page 26.

 7. Given the significance of your intellectual property to your business, please also identify
as a critical accounting policy, your policy for performing impairment analysis on your intellectual property. Please ensure that
this discussion provides comprehensive disclosure regarding when you perform this analysis and the assumptions that you use in
the analysis.

Response: Disclosure of
the Company’s accounting policies concerning its intellectual property has been provided on page 26.

Principal Stockholders, page 29

 8. Please include the address of each of your beneficial owners in accordance with Item 403(a)
of Regulation S-K.

Response: Please
be advised that the address for all of the reporting persons other than Liquid Patent Consulting, LLC is 501 23rd Avenue, Oakland,
California 94606. In this regard, please be advised that Dr. Stephen R. Clarke is the principal of AIC Nevada, Inc. and that Michael
King is an employee of the Company.

Item 15. Recent Sales of Unregistered Securities, page II-2

 9. We note your disclosure that in June 2014 you sold 4,800,000 shares of common stock to your
founders. Please revise your disclosure to include the aggregate offering price of such shares of common stock. See Item 701(c)
of Regulation S-K.

Response: The requested
disclosure has been provided on page II-2 of the Registration Statement.

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

OC 287413636v1

Securities and Exchange Commission

Division of Corporation Finance

June 9, 2015

Page 4

Notes to the Financial Statements

3. Intellectual Property, page F-10

 10. Regarding your intellectual property, please address the following items:

·	Revise
your filing to provide a more robust description of the intellectual property;

·	Explain
how you accounted for the shareholder contribution of the intellectual property, and;

·	Revise
your filing to provide a more comprehensive discussion regarding the assumptions used to determine the fair value of the intellectual
property.

Response: The Company
has provided a more complete description of its intellectual property on page 21. Note 3 to the Company’s consolidated financial
statements, on pages F-11 and F-12, has been revised to provide an explanation of the accounting for the contribution of the intellectual
property and a more comprehensive discussion of the assumptions used in valuing the intellectual property.

 11. We note your disclosure that the fair market value of the intellectual property was determined
by an independent valuation expert. Please describe for us the nature and extent of the third party valuation firm's involvement
in the determination of the fair value of the intellectual property and tell us how you considered the guidance in Rule 436(b)
of Regulation C regarding reference to a specialist. Please see Question 141.02 of our Compliance and Disclosure Interpretations
available at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm for guidance.

Response: Note 3 to the
Company’s consolidated financial statements, located on page F-11, has been revised to disclose that the fair market value
of the intellectual property was determined by management with the assistance of an independent valuation firm. Management of the
Company acknowledges its responsibility for determining the valuation of its intellectual property and believes that Note 3 adequately
provides for such acknowledgement. Based on the revisions to Note 3, we do not believe that the consent of the valuation firm is
required by Rule 436(b) under the Securities Act.

The Company has endeavored
to fully respond to the Staff's comments set forth in its letter dated June 4, 2015. Thank you in advance for your review. Please
contact the undersigned with any questions or comments at (949) 732-6557.

    Very truly yours,

    /s/ Daniel K. Donahue

    Daniel K. Donahue

Enclosure

    cc:
    Aqua Metals, Inc.

    Golenbock Eiseman Assor Bell & Peskoe LLP

    Armanino LLP

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

OC 287413636v1

June 4, 2015

Dr. Stephen R. Clarke
Chief Executive Officer
Aqua Metals, Inc.
501 23rd Avenue
Oakland, CA 94606

Re: Aqua Metals, Inc.
Registration Statement on Form S-1
Filed May 13, 2015
  File No. 377 -01005

Dear Dr. Clarke :

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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act of 1933, that you, or anyone authorized to do so on
your behalf, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the comm unications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a)
of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or
will participate in your offering.

2. Please revise your registration statement to disclose your election under Section 107(b) of
the Jumpstart Our Business Startups Act.

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 2

 3. Please provide updated interim financial sta tements and related disclo sures to the extent
required in your next amendment .

Risk Factors, page 6

4. We note section 12.1 of your Amended and Restated Bylaws provides for an exclusive
forum for certain litigation.  Please revise your disclosure to include  a risk factor that
addresses the potential impact of such a provision on your shareholders.

Our Business Model, page 18

5. We note your disclosure regarding countries that do not allow overseas ownership of lead
production facilities and your intent to sup ply your process to third parties in such
countries.  Please expand your disclosure to include the number of countries where
overseas ownership is restricted in which you intend to do business.  Your expanded
disclosure should also include the estimated im portance of those restricted countries to
your business model.

Management’s Discussion and Analysis, page 23

6. Given the significance of your warrants and their related mark to market adjustments,
please revise your filing to identify the accounting for common stock warrants  as a
critical accounting policy and provide a comprehensive discussion of management´s
judgments as to the assumptions used to determine the fair value of your warrants.
Alternatively, please explain to us why you do not believe account ing for your common
stock warrants  is a critical accounting policy.

7. Given the significance of your intellectual property to your business, please also identify
as a critical accounting policy, your policy for performing impairment analysis on your
intellectual property.  Please ensure that this discussion provides comprehensive
disclosure regarding when you perform this analysis and the assumptions that you use in
the analysis.

Principal Stockholders, page 29

8. Please include the address of each of your beneficial owners in accordance with Item
403(a) of Regulation S -K.

Item 15. Recent Sales of Unregistered Securities, page II -2

9. We note your disclosure that in June 2014 you sold 4,800,000 shares of common stock to
your founders.  Please rev ise your disclosure to include the aggregate offering price of
such shares of common stock.  See Item 701(c) of Regulation S -K.

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 3

 Notes to the Financial Statements

3. Intellectual Property , page F -10

10. Regarding your intellectual property, please address the following items:
 Revise your filing to provide a more robust description of the intellectual property;
 Explain how you accounted for the shareholder contribution of the intellectual
property, and;
 Revise your filing to provide a more comprehensive disc ussion regarding the
assumptions used to determine the fair value of the intellectual property.

11. We note your disclosure that the fair market value of the intellectual property was
determined by an independent valuation expert.  Please descri be for us the nature and
extent of the third party valuation firm's involvement in the determination of the fair
value of the intellectual property and tell us how you considered the guidance in Rule
436(b) of Regulation C regarding reference to a speciali st. Please see Question 141.02 of
our Compliance and Disclosure Interpretations available at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Dr. Stephen R. Clarke
Aqua Metals, Inc.
June 4, 2015
Page 4

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact  Mindy Hooker  (Staff Accountant) at 202-551-3732  or Kevin Stertzel
(Staff Accountant ) at 202-551-3723  if you have questions regarding comments on the financial
statements and related matters.  Please contac t Frank Pigott (Staff Attorney) at 202-551-3570  or
me at 202-551-3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Via E -Mail
 Daniel K. Donahue
 Greenberg Traurig, LLP