SecProbe.io

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 aspi_corresp.htm ASP Isotopes Inc. 601 Pennsylvania Avenue NW South Building, Suite 900 Washington, DC 20004 May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Augustin Re: ASP Isotopes Inc. Registration Statement on Form S-3 File No. 333-286860 Acceleration Request Requested Date: Friday, May 30, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ASP Isotopes Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on May 30, 2025, or as soon thereafter as practicable. Please confirm once the Registration Statement has been declared effective by calling Donald Ainscow of Blank Rome LLP at (972) 850-1474. Please also contact him should you have any questions. Very truly yours, ASP ISOTOPES INC. /s/ Paul Mann Paul Mann Chief Executive Officer cc: Donald Ainscow, Esq. Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Paul Mann
Executive Chairman and Chief Executive Officer
ASP Isotopes Inc.
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, D.C. 20004

 Re: ASP Isotopes Inc.
 Registration Statement on Form S-3
 Filed April 30, 2025
 File No. 333-286860
Dear Paul Mann:

 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 Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Donald Ainscow, Esq
</TEXT>
</DOCUMENT>

July 2, 2024
Paul Mann
Chief Executive Officer
ASP Isotopes Inc.
1101 Pennsylvania Avenue NW, Suite 300
Washington, DC 20004
Re:ASP Isotopes Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-41555
Dear Paul Mann:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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aspi_corresp.htmASP Isotopes Inc.

 1101 Pennsylvania Avenue NW, Suite 300

 Washington, DC 20004

 July 1, 2024

 VIA EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

    Attn:

   Kristin Lochhead

   Li Xiao

   Re:

   ASP Isotopes Inc.

     Form 10-K for the Fiscal Year Ended December 31, 2023

     File No. 001-41555

 Dear Ms. Lochhead and Ms. Xiao:

 This letter sets forth the response of ASP Isotopes Inc. (the “Company” or “we,” “us,” “our”) to the comments contained in the letter dated June 28, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Form 10-K”).

 To facilitate your review, we have set forth below each of the numbered comments of the Staff’s letter followed by our responses thereto. On the date of submission of this letter, the Company is filing Amendment No. 2 to Form 10-K (“Amendment No. 2”) to address the Staff’s Comment No. 3 from the Staff’s letter as set forth below. Further, we will include the revisions proposed in our response to the Staff’s Comment No. 2 in future filings with the Commission, as applicable, after the Staff’s completion of its review of our responses. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in Form 10-K.

 Form 10-K for the Fiscal Year Ended December 31, 2023

 Consolidated Financial Statements

 Note 11. Acquisitions, page 79

    1.

   For the acquisition of PET Labs Pharmaceuticals, we see that goodwill arising from the acquisition was attributable mainly to certain existing doctor and service center relationships, which are not identifiable as a separate intangible asset, along with buyer specific synergies expected to arise from the acquisition. Please tell us why the amounts related to existing doctor and service center relationships was not recorded as a separate intangible asset in accordance with ASC 805-20-25-10.

   Response: The Company notes the Staff’s comment and respectfully advises the Staff as follows:

   Customers of PET Labs are ultimately the patients that are receiving cancer diagnostic treatments (radioisotopes) ordered by the administering doctor and delivered to the service center (e.g., a hospital) where the patient is being treated. The treatments are bespoke to the patient (i.e., once dispensed for the patient the treatment cannot be used on a different patient) and the treatment is ordered by the administering doctor the night before a patient is scheduled to come in to the service center. The actual treatment is manufactured just prior to delivery due to the extremely short shelf life (less than 6 hours). The patient is ultimately responsible for the payment of services.

  1

   Because the patient is the customer, and each patient generally only requires one or perhaps two treatments, there are no contractual customer relationships, however, due to the reputation of PET Labs for timely delivery of product to patients, PET Labs has become a reliable provider for the administering doctors at the local service centers.

 There are no patient lists or patient relationships that have any future value due to the nature of the ailments being treated, and there is no backlog due to the extremely short shelf life.

 The noncontractual relationship with the administering doctors is not considered a customer relationship, and as a result, management has concluded that these relationships are not identifiable as a separate intangible asset.

   2.

   We see that ASP Rentals is considered a variable interest entity. Please revise future filings to provide the disclosures required by ASC 810-10-50-2AA through AC, as well as 50-3, including the judgments and assumptions you made in determining that ASP Rentals is a VIE and you are the primary beneficiary. Please also tell us where you considered the disclosure requirements of ASC 810-10-45-25. In your response, please provide us with a copy of your proposed revised disclosure.

   Response: The Company notes the Staff’s comment and respectfully advises the Staff that as of December 31, 2023, the status of operations of the Company’s VIE, ASP Rentals, was in its very early stage and the only activity recorded that was not eliminated in consolidation was a receivable from ASP Rentals’ noncontrolling interest shareholders totaling ZAR 13,203,317 (which at the exchange rate as of December 31, 2023 was $721,548) and an identical amount classified as equity – noncontrolling interest. Therefore, no assets were netted with liabilities. In addition, as of December 31, 2023, there was only one VIE, and therefore there is no aggregation of multiple VIEs. The Company has concluded that no changes to the Company’s disclosure are required or appropriate as a result of the disclosure requirements of ASC 810-10-45-25.

   Please see the following example of proposed, revised disclosure, on a marked basis against the disclosure provided in our Form 10-K, that we would provide in future filings to address the disclosure requirements of ASC 810-10-50-2AA through AC, as well as 50-3:

 ASP Rentals

 In December 2023, the Company ASP South Africa entered into a Shareholders Agreement (“ASP Rentals Shareholders Agreement”) with ASP Rentals, an a newly formed equipment financing service provider formed for the sole purpose of providing financing to ASP South Africa for its significant asset purchases in South Africa. In accordance with the terms of the ASP Rentals Shareholders Agreement, ASP Rentals issued 24% of its capital stock to ASP South Africa for total consideration of ZAR 3,300,829 (which at the exchange rate as of December 31, 2023 was $180,387) and the remaining 76% of its capital stock was issued to two third party entities for combined consideration of ZAR 13,203,317 (which at the exchange rate as of December 31, 2023 was $721,548). In addition to issuance of these shares, future ASP South Africa equipment purchases may also be financed by ASP Rentals through the issuance of additional shares. In addition, ASP South Africa will only be entitled to dividend distributions upon the two third party entities receiving a designated return on their investment.

  2

 In conjunction with the ASP Rental Shareholders Agreement, the Company ASP South Africa and ASP Rentals entered into an Asset Sale Agreement and an Asset Rental Agreement in order to facilitate the financing of energy equipment recently purchased by ASP South Africa. As a result of the transactions contemplated by these agreements, collectively, ASP Rentals is considered a variable interest entity. and In addition, since the only function of ASP Rentals is to provide financing to ASP South Africa, the Company ASP South Africa is considered to be the primary beneficiary of ASP Rentals. and Therefore, ASP Rentals has been consolidated in accordance with ASC 810.

 Pursuant to the terms of the ASP Rentals Shareholders Agreement, as of December 31, 2023 ASP South Africa is obligated to acquire and ASP Rentals is obligated to issue 24% of the common shares of ASP Rentals to be issued and outstanding for total purchase consideration of ZAR 3,300,829 (which at the exchange rate as of December 31, 2023 was $180,387). As of December 31, 2023 these amounts are eliminated in consolidation.

 As of December 31, 2023, ASP Rentals has a receivable and an obligation to issue 76% of the common shares of ASP Rentals with non-affiliates for an aggregate of ZAR 13,203,317 (which at the exchange rate as of December 31, 2023 was $721,548). As of December 31, 2023, the Company has recorded $721,548 as a receivable from noncontrolling interest in current assets and a non-controlling interest in equity.

 Consideration for all common shares of ASP Rentals was received in January 2024.

 In January 2024, a total of ZAR 14,351,431 (which at the exchange rate as of December 31, 2023 was $784,291) was transferred between ASP Rentals and ASP South Africa per the terms of the ASP Sale Agreement and Asset Rental Agreement, excluding VAT. Therefore, no interest income nor interest expense was recognized for the year ended December 31, 2023.

 Item 9A. Controls and Procedures

 Management's Annual Report on Internal Controls Over Financial Reporting, page 88

    3.

   We see that you concluded your internal controls over financial reporting were effective at December 31, 2023. Please tell us how you arrived at such a determination given your disclosure controls and procedures were not effective due to material weaknesses identified in your internal control over financial reporting. Refer to SEC Release No. 33-8238.

   Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, on the date of submission of this letter, in order to correct a typographical error, the Company has filed Amendment No.2 to amend and restate Part II, Item 9A (Controls and Procedures) to revise Management’s Annual Report on Internal Controls Over Financial Reporting to state that, based on management’s evaluation, the Company’s internal control over financial reporting was not effective as of the end of the period covered by Form 10-K due to the material weaknesses identified in Form 10-K.

  3

 If you have any questions regarding Form 10-K, please contact our Chief Financial Officer, at hkiessling@aspisotopes.com, or our U.S. counsel, Donald Ainscow at Blank Rome LLP, at donald.ainscow@blankrome.com, (972) 850-1474.

 Thank you for your time and attention.

         Sincerely,

       /s/ Paul Mann

   Name: Paul Mann

         Title: Executive Chairman and Chief Executive Officer

    cc:

   Heather Kiessling, Chief Financial Officer

   Donald Ainscow, Esq., Blank Rome LLP

  4

United States securities and exchange commission logo
June 28, 2024
Paul Mann
Chief Executive Officer
ASP Isotopes Inc.
1101 Pennsylvania Avenue NW, Suite 300
Washington, DC 20004
Re:ASP Isotopes Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-41555
Dear Paul Mann:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Consolidated Financial Statements
Note 11. Acquisitions, page 79
1.For the acquisition of PET Labs Pharmaceuticals, we see that goodwill arising from the
acquisition was attributable mainly to certain existing doctor and service center
relationships, which are not identifiable as a separate intangible asset, along with buyer
specific synergies expected to arise from the acquisition.  Please tell us why the amounts
related to existing doctor and service center relationships was not recorded as a separate
intangible asset in accordance with ASC 805-20-25-10.
2.We see that ASP Rentals is considered a variable interest entity.  Please revise future
filings to provide the disclosures required by ASC 810-10-50-2AA through AC, as well as
50-3, including the judgments and assumptions you made in determining that ASP Rentals
is a VIE and you are the primary beneficiary. Please also tell us where you considered the
disclosure requirements of ASC 810-10-45-25. In your response, please provide us with a
copy of your proposed revised disclosure.

 FirstName LastNamePaul  Mann
 Comapany NameASP Isotopes Inc.
 June 28, 2024 Page 2
 FirstName LastName
Paul  Mann
ASP Isotopes Inc.
June 28, 2024
Page 2
Item 9A. Controls and Procedures
Management's Annual Report on Internal Controls Over Financial Reporting, page 88
3.We see that you concluded your internal controls over financial reporting were effective at
December 31, 2023.  Please tell us how you arrived at such a determination given your
disclosure controls and procedures were not effective due to material weaknesses
identified in your internal control over financial reporting. Refer to SEC Release No. 33-
8238.

            In closing, 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 Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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aspi_corresp.htm

 ASP Isotopes Inc.

 1101 Pennsylvania Avenue NW, Suite 300

 Washington, DC 20004

 June 10, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Abby Adams

      Re:

  ASP Isotopes Inc.  Registration Statement on Form S-3

   File No. 333-279857

   Acceleration Request

   Requested Date: Wednesday, June 12, 2024

   Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ASP Isotopes Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on June 12, 2024, or as soon thereafter as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Donald Ainscow of Blank Rome LLP at (972) 850-1474. Please also contact him should you have any questions.

   Very truly yours,

 ASP ISOTOPES INC.

   /s/ Paul Mann

   Paul Mann

   Chief Executive Officer

      cc:

   Donald Ainscow, Esq.

   Blank Rome LLP

United States securities and exchange commission logo
June 5, 2024
Paul E. Mann
Executive Chairman and Chief Executive Officer
ASP Isotopes Inc.
1101 Pennsylvania Avenue NW, Suite 300
Washington, DC 20004
Re:ASP Isotopes Inc.
Registration Statement on Form S-3
Filed May 31, 2024
File No. 333-279857
Dear Paul E. Mann:
            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 Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
May 17, 2024
Paul Mann
Chief Executive Officer
ASP Isotopes Inc.
1101 Pennsylvania Avenue NW, Suite 300
Washington, D.C. 20004
Re:ASP Isotopes Inc.
Registration Statement on Form S-3
Filed May 9, 2024
File No. 333-279267
Dear Paul Mann:
            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 Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Donald Ainscow, Esq.

CORRESP
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aspi_corresp.htmASP Isotopes Inc.

 1101 Pennsylvania Avenue NW, Suite 300

 Washington, DC 20004

 May 17, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

     Attention:

   Juan Grana

     Re:

   ASP Isotopes Inc.

 Registration Statement on Form S-3

   File No. 333-279267

   Acceleration Request

   Requested Date: Tuesday, May 21, 2024

   Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ASP Isotopes Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on May 21, 2024, or as soon thereafter as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Donald Ainscow of Blank Rome LLP at (972) 850-1474. Please also contact him should you have any questions.

   Very truly yours,

   ASP ISOTOPES INC.

   /s/ Paul Mann

   Paul Mann

   Chief Executive Officer

     cc:

   Donald Ainscow, Esq.

   Blank Rome LLP

CORRESP
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aspi_corresp.htmNovember 24, 2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

     Attention:

   Jane Park

     Re:

   ASP Isotopes Inc.

 Registration Statement on Form S-1

   File No. 333-275686

   Acceleration Request

   Requested Date: Tuesday, November 28, 2023

   Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ASP Isotopes Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on November 28, 2023, or as soon thereafter as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Donald Ainscow of Blank Rome LLP at (972) 850-1474. Please also contact him should you have any questions.

          Very truly yours,

 ASP ISOTOPES INC.

       /s/ Paul Mann

   Paul Mann

         Chief Executive Officer

     cc:

   Donald Ainscow, Esq.

   Blank Rome LLP

United States securities and exchange commission logo
November 22, 2023
Paul Mann
Chief Executive Officer
ASP Isotopes Inc.
1101 Pennsylvania Avenue NW, Suite 300
Washington, DC 20004
Re:ASP Isotopes Inc.
Registration Statement on Form S-1
Filed November 21, 2023
File No. 333-275686
Dear Paul Mann:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Donald Ainscow, Esq.

United States securities and exchange commission logo
April 12, 2023
Paul Mann
Chief Executive Officer and Chairman
ASP Isotopes Inc.
433 Plaza Real, Suit 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Registration Statement on Form S-1
Filed on April 5, 2023
File No. 333-271137
Dear Paul Mann:
            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 Nicholas O'Leary at (202) 551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brenda Hamilton

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aspi_corresp.htm

 ASP ISOTOPES INC.

 433 Plaza Real, Suite 275

 Boca Raton, Florida 33432

 (561) 709-3034

 April 12, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   ASP Isotopes Inc. (the “Company”)

   Registration Statement on Form S-1 (File No. 333-271137)

  Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on April 12, 2023, or as soon as practicable thereafter.

 Please call Brenda Hamilton, Esq. of Hamilton & Associates Law Group P.A. at (561) 416-8956 to confirm the effectiveness of the Registration Statement or with any questions.

   Very truly yours,

   ASP ISOTOPES INC.

   By:

   /s/ Paul E. Mann

   Name:

   Paul E. Mann

   Title:

   President, Chief Executive Officer and Chairman of the Board

 (Principal Executive Officer)

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November 9, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:  Jordan Nimitz

    Margaret Schwartz

Re:   ASP Isotopes Inc.

    Registration Statement on Form

    S-1 File No. 333-267392

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended (the “Securities Act”), ASP Isotopes Inc. (the “Company”) hereby
requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00
p.m., Eastern Time, on Wednesday November 9, 2022, or as soon thereafter as practicable.

The Company hereby
acknowledges its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to
the proposed public offering of the securities specified in the Registration Statement.

Please contact
Brenda Hamilton, at (561) 271-8417 with any questions or comments. Thank you for your assistance with this filing.

    Very truly yours,

    ASP Isotopes Inc.

    By:
    /s/ Paul Mann

    Name:
    Paul Mann

    Title:
    Chief Executive Officer

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650 Fifth
Avenue, 35th Floor

New York, NY 10019

November
9, 2022

VIA EDGAR CORRESPONDENCE

U.S. Securities and
Exchange

Commission Division of Corporation

Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention:  Jordan Nimitz

    Margaret Schwartz

Re:   ASP Isotopes Inc.

    Registration
Statement on Form S-1

    File No. 333-267392

REQUEST FOR ACCELERATION
OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Revere Securities
LLC, as representative of the underwriters of the offering, hereby joins the request of ASP Isotopes Inc. that the effective date of the
above referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on Wednesday,
November 9, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Best Regards,

    REVERE SECURITIES LLC

    By:
    /s/ Thomas Irwin

    Name:
    Thomas Irwin

    Title:
    Chief Operations Officer

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Hamilton & Associates Law Group, P.A.

A Professional Association

Attorneys and Counselors at Law

200 East Palmetto Park Road, Suite 103

Boca Raton, Florida 33432

Telephone:561-416-8956

Firm Website: www.securitieslawyer101.com

November 8, 2022

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Industrial Applications and Services

Washington, D.C. 20549-6010

Attention: Ibolya Ignat

Kevin Kuhar

Jordan Nimitz

Margaret Schwartz

Re: ASP Isotopes Inc.

Amendment No 4 to Registration Statement
on Form S-1

Filed November 4, 2022

File No. 333-267392

Ladies and Gentlemen:

On
behalf of ASP Isotopes, Inc. (the “Company”), we are transmitting this letter in response to the comment received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated November 8, 2022, with respect to Amendment No. 4 to Registration Statement on Form S-1 (the “Amendment
No. 4”) filed by the Company with the Commission on November 4, 2022.

For
your convenience, we have set forth each comment of the Staff from its letter in bold and provided the Company’s response below
each comment. Unless otherwise indicated, capitalized terms used herein have the meaning assigned to them in the Amendment No. 4.

United States Securities and Exchange Commission

November 8, 2022

Page 2

Amendment No. 4 to Registration Statement
on Form S-1 filed on November 4, 2022

Recent Developments, page 3

    1.
    We note that your belief regarding the validity of your exclusive license from Klydon is based on “information currently available” and your “consultation with legal counsel in South Africa.” Please describe for us the information that is available and the details of your consultation with counsel, including whether you received an opinion from counsel and the type of counsel (e.g., your intellectual property counsel).

Response:

The Company advises the Staff
that it has reviewed copies of (1) a license agreement entered into on October 25, 2013 by Klydon and API Labs Pharmaceuticals (Proprietary)
Limited (“API Labs”) to license the ASP technology for enriching certain isotopes of the element Molybdenum (“2013 API
Labs License”); and (2) an exclusive sub-license to the ASP technology granted on October 1, 2019 to Radfarma, as licensee,
by API Labs and SaPhotonicaLimited (“SaPhotonica”), as licensors (the “2019 RadfarmaSub-License”).The
2013 API Labs License and the 2019 RadfarmaSub-License are referenced in the letter the Company received from a law firm acting on
behalf of NorskMedisinskSyklotronsenterAS (a shareholder of Radfarma).In addition, the Company has reviewed copies of (1) a
letter of termination, dated October 18, 2021, from Klydon to API Labs, relating to the termination, with immediate effect,
of the 2013 API Labs License, and (2) a letter from Adams & Adams, intellectual property counsel to Klydon in South Africa,
dated September 2, 2022 (responding to a letter, dated August 4, 2022, addressed to API Labs, Saphotonica(Pty) Ltd and Klydon), which
indicates that the 2013 API Labs License was terminated on October 18, 2021, and the 2019 RadfarmaSub-License has also terminated.

The Company advises the Staff
that it engaged special intellectual property counsel in South Africa to review the currently available information.  The Company’s
special intellectual property counsel provided an opinion to the Company, which examined, among other things, the termination of the 2013
API Labs License, as well as the effect of the termination of the 2013 API Labs License on any sub-licenses granted by API Labs to any
third party.  The Company received an opinion from its special intellectual property counsel in South Africa to the effect that the
2013 API Labs License was validly terminated and that any sublicences granted by API Labs pursuant thereto automatically terminated.  In
addition, the letter from the Company’s special intellectual property counsel examined and raised questions as to the validity of
the 2019 RadfarmaSub-License because of various irregularities in the execution of the 2019 RadfarmaSub-License.

Accordingly, based on information
currently available to the Company, and after consultation with special intellectual property counsel in South Africa, it is management’s
belief that the Company’s exclusive license for the enrichment of Molybdenum-100 and all other isotopes from Klydon is
valid.

    Very truly yours,

    /s/ Brenda Hamilton

    Brenda Hamilton

    For the Firm

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Hamilton & Associates Law Group, P.A.

A Professional Association

Attorneys and Counselors at Law

200 East Palmetto Park Road, Suite 103

Boca Raton, Florida 33432

Telephone:561-416-8956

Firm Website: www.securitieslawyer101.com

November 8, 2022

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Industrial Applications and Services

Washington, D.C. 20549-6010

    Attention:
    Ibolya Ignat

Kevin Kuhar

Jordan Nimitz

Margaret Schwartz

    Re:
    ASP Isotopes Inc.

Amendment No 4 to Registration Statement on Form S-1

Filed November 4, 2022

File No. 333-267392

Ladies and Gentlemen:

On
behalf of ASP Isotopes, Inc. (the “Company”), we are transmitting this letter in response to the comment received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated November 8, 2022, with respect to Amendment No. 4 to Registration Statement on Form S-1 (the “Amendment
No. 4”) filed by the Company with the Commission on November 4, 2022.

For
your convenience, we have set forth each comment of the Staff from its letter in bold and provided the Company’s response below
each comment. Unless otherwise indicated, capitalized terms used herein have the meaning assigned to them in the Amendment No. 4.

Amendment No. 4 to Registration Statement
on Form S-1 filed on November 4, 2022

Risk Factors

Risks Related to This Offering and Ownership of Our Common Stock

The price of our stock may be volatile, and you could lose all or
part of your investment, page 33

1. We note recent instances of extreme
stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise your risk
factor to clearly state that such volatility, including any stock run-up, may be unrelated to both your actual and expected operating
performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of
your stock.

United States Securities and Exchange Commission

November 8, 2022

Page 2

Response:

We have revised our risk factor to include
the following disclosure:

The trading price of our common stock
following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility
unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of our stock. Further, the trading price of our common stock following this offering is
likely to be highly volatile and could be subject to wide fluctuations in response to various other factors, some of which are beyond
our control, including limited trading volume.

    Very truly yours,

    /s/ Brenda Hamilton

    Brenda Hamilton

    For the Firm

United States securities and exchange commission logo
November 8, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed November 4, 2022
File No. 333-267392
Dear Paul Mann:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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.
Amendment No. 4 to Form S-1 filed November 4, 2022
Risk Factors
Risks Related to This Offering and Ownership of Our Common Stock
The price of our stock may be volatile, and you could lose all or part of your investment, page 33
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Please revise your risk factor to clearly state that such volatility,
including any stock run-up, may be unrelated to both your actual and expected operating
performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of your stock.

 FirstName LastNamePaul Mann
 Comapany NameASP Isotopes Inc.
 November 8, 2022 Page 2
 FirstName LastName
Paul Mann
ASP Isotopes Inc.
November 8, 2022
Page 2
            You may contact Brian Cascio at 202-551-3676 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jordan Nimitz at 202-
551-5831 or Margaret Schwartz at 202-551-7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brenda Hamilton, Esq.

CORRESP
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Hamilton & Associates Law Group, P.A.

A Professional Association

Attorneys and Counselors at Law

200 East Palmetto Park Road, Suite 103

Boca Raton, Florida 33432

Telephone:561-416-8956

Firm Website: www.securitieslawyer101.com

November
4, 2022

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Industrial Applications and Services

Washington, D.C. 20549-6010

Attention:
    Ibolya
Ignat

    Kevin Kuhar

    Jordan Nimitz

    Margaret Schwartz

    Re:
    ASP Isotopes Inc.

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

    Filed October 31, 2022

    File No. 333-267392

Ladies and Gentlemen:

On
behalf of ASP Isotopes, Inc. (the “Company”), we are transmitting this letter in response to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated November 3, 2022, with respect to Amendment No. 3 to Registration Statement on Form S-1 (the “Amendment
No. 3”) filed by the Company with the Commission on October 31, 2022. Concurrently with the submission of this letter, the
Company has publicly filed through EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

For
your convenience, we have set forth each comment of the Staff from its letter in bold and provided the Company’s response in italics
below each comment. Unless otherwise indicated, capitalized terms used herein have the meaning assigned to them in the Amendment No. 3.

Amendment No. 3 to Registration Statement
on Form S-1 filed on October 31, 2022

Summary

Recent Developments, page 3

 1. We note your statement on page 3: "if the licensed rights granted to us are found to be invalid
or unenforceable, or if our exclusive license agreement with Klydon is terminated or Klydon, as licensor, fails to abide by the terms
of our exclusive license agreement, our ability to commercialize our future isotopes would suffer and our business, results of operations
and financial condition may be adversely affected." Please revise to clarify what your business operations would be if you did not
have this license, given your current and proposed business seems to operate either exclusively or mostly through use of the ASP technology.

United States Securities and Exchange Commission

November 4, 2022

Page 2

Response:

We have revised our disclosure
to clarify what our business operations would be if we did not have the license agreement with Klydon as follows:

“If the prior
sub-license granted to Radfarma is found to be valid, we would be required to cease using the ASP technology for the separation
of isotopes of Molybdenum that have medical applications (unless we were able to obtain a license from Radfarma), and we would
focus our business operations on the enrichment of isotopes other than Molybdenum. For example, instead of continuing to pursue the
production of Molybdenum-100, we could focus on the production and commercialization of zinc, silicon and/or chlorine using the ASP
technology. We expect that our Mo-100 plant in South Africa would need to be redesigned and retrofitted in order to produce other
isotopes, which would take approximately six months and cost approximately $1 million.”

 2. We note your statement on page 3 that "[t]he NMS Letter includes a request for ASP Isotopes Inc.
to enter into discussions for an agreement with NMS based on terms proposed in previous correspondence from NMS." Please revise to
provide a high level summary of the terms of the previous correspondence with NMS.

Response:

We have revised our disclosure
to provide a high level summary of the terms of the previous correspondence with NMS as follows:

“The NMS Letter includes a request
for ASP Isotopes Inc. to enter into discussions for an agreement with NMS based on terms proposed in previous correspondence from NMS.
The previous correspondence from NMS included the following key prerequisites to a possible cooperation between NMS and ASP Isotopes Inc.:(1)
NMS will be granted the right to set up an enrichment facility for a Mo-100 in Norway; (2) NMS will be granted the exclusive rights to
sales, marketing, and distribution in Europe, while ASPI gets similar rights for the rest of the world; and (3) NMS will support the development
of the Mo-100 target production and Mo-99 generator production and if required the sales operations of ASPI.”

    Very
truly yours,

    /s/ Brenda Hamilton

    Brenda Hamilton

    For the Firm

United States securities and exchange commission logo
November 3, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 31, 2022
File No. 333-267392
Dear Paul Mann:
            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 amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registation Statement on Form S-1, Filed October 31, 2022
Summary
Recent Developments, page 3
1.We note your statement on page 3: "if the licensed rights granted to us are found to be
invalid or unenforceable, or if our exclusive license agreement with Klydon is terminated
or Klydon, as licensor, fails to abide by the terms of our exclusive license agreement, our
ability to commercialize our future isotopes would suffer and our business, results of
operations and financial condition may be adversely affected." Please revise to clarify
what your business operations would be if you did not have this license, given your
current and proposed business seems to operate either exclusively or mostly through use
of the ASP technology.

 FirstName LastNamePaul Mann
 Comapany NameASP Isotopes Inc.
 November 3, 2022 Page 2
 FirstName LastName
Paul Mann
ASP Isotopes Inc.
November 3, 2022
Page 2
2.We note your statement on page 3 that "[t]he NMS Letter includes a request for ASP
Isotopes Inc. to enter into discussions for an agreement with NMS based on terms
proposed in previous correspondence from NMS." Please revise to provide a high level
summary of the terms of the previous correspondence with NMS.
            You may contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brenda Hamilton, Esq.

CORRESP
1
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October 24, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:  Jordan Nimitz

    Margaret Schwartz

Re:  ASP Isotopes Inc.

    Registration Statement on Form S-1

    File No. 333-267392

Ladies and Gentlemen:

ASP Isotopes Inc. (the “Company”)
hereby requests to withdraw the request for acceleration of effectiveness of the above-referenced registration statement to Monday, October 24,
2022 at 4:00 p.m. which was delivered to you on October 21, 2022.

The Company intends to submit the acceleration request
letter at a later time.

If you have any questions regarding this letter, please
call Donald Ainscow at (858) 677-1470.

    Very truly yours,

    ASP Isotopes Inc.

    By:
    /s/ Paul Mann

    Name:
    Paul Mann

    Title:
    Chief Executive Officer

CORRESP
1
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650 Fifth Avenue, 35th Floor

New York, NY 10019

October 24, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ASP Isotopes, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-267392

Ladies and Gentlemen:

Reference is made to our letter, submitted as a correspondence
via EDGAR on October 21, 2022, in which we, as the representative of the underwriters of this public offering, requested the acceleration
of the effective date of the above-referenced Registration Statement for Monday, October 24, 2022, at 4:00 p.m. Eastern Time, in accordance
with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
pursuant to said request and we hereby formally withdraw said request for acceleration of the effective date.

Please also be advised that the Company is concurrently
submitting, as of the even date hereof, a withdrawal of its request for acceleration of the effective date.

    Best Regards,

    REVERE SECURITIES LLC

    By:
    /s/ Thomas Irwin

    Name:
    Thomas Irwin

    Title:
    Chief Operations Officer

CORRESP
1
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October 21, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:

    Jordan Nimitz

    Margaret Schwartz

    Re:

    ASP Isotopes Inc.

    Registration Statement on Form S-1

    File No. 333-267392

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended (the “Securities Act”), ASP Isotopes Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m.,
Eastern Time, on Monday, October 24, 2022, or as soon thereafter as practicable.

The Company hereby acknowledges its responsibilities
under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities
specified in the Registration Statement.

Please contact Donald Ainscow,
at (858) 677-1470 with any questions or comments. Thank you for your assistance with this filing.

    Very truly yours,

    ASP Isotopes Inc.

    By:
    /s/ Paul Mann

    Name:
    Paul Mann

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

650 Fifth Avenue, 35th Floor

New York, NY 10019

October 21, 2022

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jordan Nimitz

    Margaret Schwartz

    Re:

    ASP Isotopes Inc.

    Registration Statement on Form S-1

    File No. 333-267392

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Revere Securities
LLC, as representative of the underwriters of the offering, hereby joins the request of ASP Isotopes Inc. that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on Monday,
October 24, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Best Regards,

    REVERE SECURITIES LLC

    By:

    /s/ Thomas Irwin

    Name:

    Thomas Irwin

    Title:
    Chief Operations Officer

CORRESP
1
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    DLA Piper LLP (US)

4365 Executive Drive

Suite 1100

San Diego, California 92121-2133

www.dlapiper.com

September 26, 2022

VIA EDGAR and Kiteworks

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ibolya Ignat and Kevin Kuhar

    Conlon Danberg and Christopher Edwards

    Division of Corporation Finance

    Office of Life Sciences

    Re:
    ASP Isotopes Inc.

    Registration Statement on Form S-1 (File No. 333-267392)

    CIK No. 0001921865

Ladies and Gentlemen:

On behalf of ASP Isotopes Inc. (the “Company”),
and in connection with the above-referenced Registration Statement on Form S-1 of the Company (File No. 333-267392), the Company respectfully
submits the following information in response to the comment letter (Comment 15) dated June 7, 2022 from the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission.

The purposes of this letter are (i) to provide an update to the Staff
regarding timing considerations for the Company’s planned initial public offering (the “IPO”), and (ii) in order
to facilitate the Staff’s review of the Company’s stock-based compensation expense, to inform the Staff that the Company,
in consultation with the representative of the underwriters in the IPO, determined that the price range for the Company’s common
stock is expected to be within a range between $5.00 to $7.00 per share (the “Indicative Price Range”). The actual
price range to be included in the preliminary prospectus will not be determined until shortly before the printing and filing of the preliminary
prospectus for the commencement of the roadshow for the Company’s IPO and will be based on market and other conditions at that time.
The Indicative Price Range is subject to further revision based on changes in the Company’s performance and prospects and market
conditions, including the trading price of companies deemed comparable to the Company, the performance of their IPOs, and market conditions
and investor demand more generally. Given the potential for volatility and uncertainty in the market, such revisions could be significant.

Timing Considerations

As noted above, the actual bona fide price range to be included in
the “red herring” preliminary prospectus in a subsequent amendment to the Registration Statement has not yet been determined
and remains subject to adjustment based on factors outside of the Company’s control. However, the Company advises the Staff that,
upon completion of the Staff’s review of the Company’s stock-based compensation expense, and subject to any revision based
on changes in the Company’s performance and prospects and market conditions, the Company plans to promptly file an amendment to
the Registration Statement that includes the preliminary prospectus with a bona fide preliminary price range that will be the same range
as the Indicative Price Range. The Company further advises the Staff that it anticipates commencing its road show as soon as practicable
thereafter.

September
26, 2022

Page Two

Stock-Based Compensation Expense Information

Recently Granted Options

The Company issued options exercisable for shares of its common stock
in 2021 and 2022. Options were granted on (i) 10/4/2021 with an exercise price of $0.25 per share and (ii) each of 1/28/2022, 4/4/2022,
4/30/2022, 5/1/2022, 6/10/2022 and 7/7/2022 with an exercise price of $2.00. For all periods prior to the IPO, the fair values of the
shares of the Company’s common stock underlying the Company’s share-based compensation were estimated on each grant date by
the Company’s board of directors, with input from management, and recent third-party financings consummated by the Company. As disclosed
in the Registration Statement, (i) in late September 2021, the Company sold and issued an aggregate of 8,300,000 shares of common stock
to investors at a purchase price of $0.25 per share, for an aggregate purchase price of $2,075,000, and (ii) between November 2021 through
April 2022, the Company sold and issued an aggregate of 3,012,280 shares of common stock to investors at a purchase price of $2.00 per
share, for an aggregate purchase price of $6,024,560. Revere Securities LLC acted as placement agent in connection with offering of shares
of the Company’s common stock at $2.00 per share and in connection therewith we agreed to pay to Revere Securities LLC (i) a cash
fee equal to 8.0% of the aggregate gross proceeds raised in such offering and (ii) shares of the Company’s common stock equal to
4.0% of the aggregate number of shares of common stock sold in such offering.

Given the absence of a public trading market for the Company’s
common stock, the Company’s board of directors exercised reasonable judgment and considered a number of objective and subjective
factors to determine the best estimate of the fair value of the Company’s common stock, including: the Company’s stage of
development and material risks related to the Company’s business; the progress of the Company’s research and development programs;
the Company’s business conditions and projections; the Company’s financial position and the Company’s historical and
forecasted performance and operating results; the lack of an active public market for the Company’s common stock; the prices of
the Company’s common stock sold to or exchanged between outside investors in arm’s length transactions; the analysis of initial
public offerings and the market performance of similar companies in the isotopes industry; the likelihood of achieving a liquidity event,
such as an initial public offering or sale of the company in light of prevailing market conditions; the hiring of key personnel and the
experience of management; trends and developments in the isotopes industry; and external market conditions and trends affecting the isotopes
industry.

Estimated IPO Price Range

As is typical in initial public offerings, the Indicative Price Range
was not derived using a formal determination of fair value, but was determined by the Company based, in part, on input received from the
Underwriter including discussions with executives of the Company. Along with the input from the Underwriter, among the factors considered
in setting the Indicative Price Range were the following:

 ● the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock
of comparable companies;

September
26, 2022

Page Three

 ● the Company’s financial condition and prospects;

 ● progress and stage of development of the Aerodynamic Separation Process technology;

 ● estimates of business potential and earnings prospects for the Company;

 ● comparable valuations metrics for and recent performance of initial public offerings of companies in the isotopes industry;

 ● an assumption that there would be a receptive public trading market for isotopes companies such as the Company; and

 ● an assumption that there would be sufficient demand for the Company’s common stock to support an offering of the size contemplated
by the Company.

Differences Between Prior Valuation and Indicative Price Range

The Company believes the difference between the fair value of its common
stock as of 7/7/2022 and the Indicative Price Range, as recommended by the underwriter as of September 23, 2022, is the result of the
following valuation methodology-specific factors and company-specific factors:

 ● The methodology for determining valuation as of 7/7/2022 incorporated IPO and non-IPO scenarios, while the Indicative Price Range
assumes, with 100% probability, that the Company completes an IPO.

 ● The Indicative Price Range represents a future price for shares of the common stock that, if issued in the IPO, will be immediately,
freely tradable in a public market; whereas the 7/7/2022 valuation represents a contemporaneous estimate of the fair value of shares that
were then illiquid and might have never become liquid, and were subject to a discount for the lack of marketability as indicated above.

 ● ASP Isotopes UK Ltd (the Company’s UK subsidiary), as licensee, entered into a license agreement with Klydon, as licensor, pursuant
to which ASP Isotopes UK Ltd acquired from Klydon an exclusive license to use, develop, modify, improve, subcontract and sublicense certain
intellectual property rights relating to the ASP technology for the production, distribution, marketing and sale of all isotopes produced
using the ASP technology (the “Klydon license agreement”). Previously, the Company had specific licenses for just Molybdenum
and Uranium (which were superseded and replaced by the new “omnibus” license agreement).

 ● Progress made on the procurement and construction of the Mo-100 enrichment facility.

 ● Completed construction of the first segment of the Mo-100 enrichment plant (consisting of 6 SEAs).

 ● Progress on discussions with potential customers for the output from the Mo-100 enrichment facility.

September
26, 2022

Page Four

 ● Acquired a silicon enrichment facility capable of producing kilogram quantities of enriched silicon. Completed a strategy and basic
design that will enable us to repurpose the Silicon plant into a Carbon plant.

Based on the above discussion, the Company believes that the fair values
determined by the Board for the common stock applicable to each stock option are appropriate and demonstrate the good faith efforts of
the Board to consider all relevant factors in determining fair value at each valuation date.

Please direct your questions or comments regarding this letter to the
undersigned by telephone to (858) 677-1470 or by email to donald.ainscow@us.dlapiper.com.

We and the Company appreciate the Staff’s attention to this matter.

    Very truly yours,

    /s/ Donald Ainscow

    Donald Ainscow

 cc: Paul Mann

CORRESP
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September 12, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ibolya Ignat

Kevin Kuhar

Conlon Danberg

Christopher Edwards

    Re:
    ASP Isotopes Inc.

Amended Draft Registration
Statement on Form S-1

CIK No. 0001921865

Submitted August 12, 2022

Ladies and Gentlemen:

This letter is submitted on behalf of ASP Isotopes
Inc. (the “Company”) in response to comments of the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amended Draft Registration
Statement on Form S-1 confidentially submitted on August 12, 2022 (the “Draft Registration Statement”), as set
forth in the Staff’s letter dated August 19, 2022 (the “Comment Letter”).

Set forth below are the Company’s responses
to the Staff’s comments in the Comment Letter. For reference purposes, the text of the Staff’s comments are reproduced in
bold below, followed by the Company’s response to the comment. The numbered paragraphs below correspond to the numbered comments
in the Comment Letter.

Additionally, the Company is concurrently filing
its Registration Statement on Form S-1 (the “Registration Statement”), which reflects revisions in response
to the Comment Letter and certain other updates.

Amended Draft Registration Statement on
Form S-1, submitted on August 12, 2022

Omnibus Klydon License, page 49

    1.

    Please note whether there are any royalty
    payments under the terms of the Omnibus Klydon License Agreement and, if so, please note the royalty term and the royalty amount or
    range.

Company Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 1, 19, 49 and 92 of the Registration
Statement.

Indemnification Arrangements with Drs Ronander
and Strydom, page 93

    2.
    We note your revised disclosure that you are “aware of the possibility of a claim by the third party creditor related to this May 2012 agreement” but that “no such claim or litigation has been asserted or threatened” and that you “do not believe any payment obligation under our indemnification arrangements with Dr Ronander and Dr Strydom is currently probable.” Please expand on this disclosure to briefly explain the nature of the potential claim by the third party creditor of which you are aware.

Company Response: The Company respectfully
acknowledges the Staff’s comment and has revised its disclosures on page 93 of the Registration Statement.

8. License Agreements, page F-13

    3.

    You disclose that in July 2022 your
    subsidiary, ASP Isotopes UK Ltd has entered into a license agreement, referred to as the Klydon license agreement, to acquire
    certain intellectual property rights, and explain that this agreement superseded and replaced the Mo-100 license and U-235 license
    agreements entered into by your other subsidiary, ASP South Africa on September 30, 2021 and on January 25, 2022, respectively.
    Please disclose your accounting policy for such license terminations and explain how the policy was applied to the termination of
    your Mo-100 license and U-235 license agreements. Revise your MD&A to clearly disclose the accounting implications of the
    terminations and any related future impacts, if material.

Company Response: The Company has expensed
the previously paid upfront fee of $100,000 for the U-235 license and concluded there is no additional accounting required upon termination.
The Company does not consider additional policy disclosures regarding terminations of license agreement necessary at this time.

[Remainder of page intentionally blank. Signature
page follows.]

    2

Should the Staff have additional questions or
comments regarding this submission, please do not hesitate to contact the undersigned at (858) 677-1470 or donald.ainscow@us.dlapiper.com.

    Sincerely,

    /s/ Donald G. Ainscow

    Donald G. Ainscow

    DLA Piper LLP (US)

Enclosures:

    cc:
    Paul Mann, Chairman and Chief Executive Officer

    ASP Isotopes Inc.

3

United States securities and exchange commission logo
August 19, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Amended Draft Registration Statement on Form S-1
Submitted August 12, 2022
CIK No. 0001921865
Dear Mr. Mann:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1, submitted on August 12, 2022
Omnibus Klydon License, page 49
1.Please note whether there are any royalty payments under the terms of the Omnibus
Klydon License Agreement and, if so, please note the royalty term and the royalty amount
or range.
Indemnification Arrangements with Drs Ronander and Strydom, page 93
2.We note your revised disclosure that you are "aware of the possibility of a claim by the
third party creditor related to this May 2012 agreement" but that "no such claim or
litigation has been asserted or threatened" and that you "do not believe any payment
obligation under our indemnification arrangements with Dr Ronander and Dr Strydom is

 FirstName LastNamePaul Mann
 Comapany NameASP Isotopes Inc.
 August 19, 2022 Page 2
 FirstName LastName
Paul Mann
ASP Isotopes Inc.
August 19, 2022
Page 2
currently probable." Please expand on this disclosure to briefly explain the nature of the
potential claim by the third party creditor of which you are aware.
8. License Agreements, page F-13
3.You disclose that in July 2022 your subsidiary, ASP Isotopes UK Ltd has entered into a
license agreement, referred to as the Klydon license agreement, to acquire certain
intellectual property rights, and explain that this agreement superseded and replaced the
Mo-100 license and U-235 license agreements entered into by your other subsidiary, ASP
South Africa on September 30, 2021 and on January 25, 2022, respectively.  Please
disclose your accounting policy for such license terminations and explain how the policy
was applied to the termination of your Mo-100 license and U-235 license agreements.
Revise your MD&A to clearly disclose the accounting implications of the terminations
and any related future impacts, if material.
            You may contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Christopher Edwards at 202-551-6761 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mr. Donald Ainscow, Esq.

United States securities and exchange commission logo
July 12, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Amended Draft Registration Statement on Form S-1
Submitted June 27, 2022
CIK No. 0001921865
Dear Mr. Mann:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1, submitted on June 27, 2022
Risk Related to Regulatory Compliance
Our business is and could become subject to a wide variety of extensive and evolving laws and
regulations. Failure to comply with such..., page 15
1.We note your revised disclosure in response to previous comment 6 and re-issue the
comment in part. Please expand your disclosure to briefly explain the material licenses,
approvals and permits you or Klydon have received in connection with the construction or
operation of the Mo-100 enrichment facility in South Africa. In addition, please specify
the conditions that are associated with such licenses, approvals and permits and, if
material, discuss the risks that could cause such conditions to not be maintained.

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ASP Isotopes Inc.
July 12, 2022
Page 2
Use of Proceeds, page 42
2.Please disclose the approximate amount intended to be used to initiate and fully fund
Phase 2 of the Mo-100 development plan under the turnkey contract.
Letter of Intent for Klydon Shares or Assets, page 49
3.We note your revised disclosure in response to previous comment 12 and re-issue the
comment in part. We refer to your disclosure that you "do not expect the timing or success
of the Klydon acquisition to have a material effect on either our business or our financial
results in the future because of the existing commercial agreements (including exclusive
licenses) that we have with Klydon." Please expand on this disclosure to explain why your
existing commercial agreements with Klydon would prevent the acquisition of Klydon
from having a material effect on your business. In this regard, we note your statement on
page 25 that your are "substantially dependent on the Turnkey Contract for the operation
of [y]our company" because you do not yet have sufficient internal capabilities to perform
the functions Klydon is providing under such agreement. Please discuss any material risks
that would be associated with having to directly develop, manage and/or finance the
services Klydon is providing under the existing commercial agreements in the event that
you were to acquire Klydon.
Continue identifying potential offtake customers and strategic partners for Mo-100, page 59
4.We note your response to previous comment 18 regarding the name of the strategic
advisor in China. Please expand on your disclosure to explain that you expect to enter into
similar consulting and sales commission agreements with other individuals and entities in
the future in the ordinary course of business.
Indemnification Arrangements with Drs Ronander and Strydom, page 90
5.We note your revised disclosure in response to previous comment 24 and re-issue the
comment in part. Please describe any agreements that a third party entered into with Dr
Einar, Dr Strydom, Klydon, and Isotope Separation Technology (Pty) Ltd. that would be
covered by this indemnification agreement. Additionally, please disclose whether you are
aware of any instituted or threatened claim, litigation or controversy which could be
covered by the indemnification agreement. Finally, please disclose whether
Klydon, Isotope Separation Technology (Pty) Ltd, or any other third party is providing
indemnity against these claims as well.
Advisor Agreement with ChemBridges LLC, page 91
6.We note your revised disclosure in response to previous comment 34. Please revise your
description of the Advisor Agreement with ChemBridges LLC to describe the termination
provisions of such agreement.
            You may contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you

 FirstName LastNamePaul Mann
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 FirstName LastName
Paul Mann
ASP Isotopes Inc.
July 12, 2022
Page 3
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Christopher Edwards at 202-551-6761 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mr. Donald Ainscow, Esq.

United States securities and exchange commission logo
June 7, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re:ASP Isotopes Inc.
Amended Draft Registration Statement on Form S-1
Submitted May 11, 2022
CIK No. 0001921865
Dear Mr. Mann:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1, submitted on May 11, 2022
Prospectus Summary, page 1
1.We note that your summary appears to only discuss the positive aspects of the
Company. The prospectus summary should provide a brief, but balanced, description of
the key aspects of the Company as of the latest practicable date. Please revise the
summary to also discuss any negative aspects of the Company`s experience, strategy, and
prospects. In particular, please revise the prospectus summary to provide:
•a statement that the Company has no products approved for commercial sale, has no
existing customers and has not generated any revenue to date;
•a statement that the Company has not yet built a functioning Mo-100 or U-235
manufacturing plant or even demonstrated the ability to produce Mo-100 or U-235

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using the ASP technology;
•a statement that the Company has not yet sought any regulatory approval for
application of Mo-100;
•a brief description of the regulatory approvals that are required for your products; and
•a statement that neither the Company nor Klydon has any existing patents, pending
patent applications or copyrights.

In addition, please note that where the Risk Factor section is more than 15 pages long, you
should include in the summary section a bulleted or numbered list no more than two pages
long describing the principal risk factors. Please revise the "Risk Factors" section on page
2 of the prospectus to include this summary in addition to a cross reference. Please refer to
Item 105(b) of Regulation S-K.
Risks Related to Our Limited Operating History, Financial Position and Need For Additional
Capital
Even if this offering is successful, we will require substantial additional capital to finance our
operations, which may not be available..., page 9
2.We note your disclosure on page 103 of the prospectus that, under certain circumstances
where a future financing source is introduced to you by the Representative, you have
agreed to pay the Representative a cash fee equal to 8.0% of the aggregate gross proceeds
received by you from any financing or capital raising transaction of any kind within the 12
months following the effective date of the registration statement. Please mention this tail
compensation when discussing the possibility that you may need to seek additional funds
sooner than you currently plan.
Risks Related to the Development and Commercialization of Our Future Isotopes
We are early in our research and development efforts for Mo-100 and U-235 using the ASP
technology. If we are unable to advance our..., page 10
3.We refer to your disclosure here that you expect to complete the proof of concept phase of
the Mo-100 development plan during 2022 and your disclosure on pages 48 and 89 that
the Company's management expects that it could take up to 15 months to complete the
initial proof of concept phase. Please reconcile these disclosures.
Regulatory approval for production and distribution of radiopharmaceuticals used for medical
imaging and therapeutic treatments may..., page 12
4.We note your disclosure on page 12 that you "may" need to obtain approval from the
FDA, European Medicines Agency (EMA) or other comparable foreign regulatory
authorities prior to sale of Mo-100 and your disclosure on page 74 that some of your
future isotopes "will also likely be regulated" by healthcare regulators such as the Food
and Drug Administration (FDA) in the USA, Health Canada in Canada, the European
Medicines Agency in Europe and similar regulators in other countries. Please revise your
disclosure here and throughout the prospectus to clearly state whether you believe you

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will need approval from regulatory authorities in order to commercialize Mo-100. If you
believe the need for regulatory approval is uncertain, please discuss the specific reasons
for this uncertainty, when and how a determination will be made and the impact this
uncertainty will have on your business and operations.
Risks Related to Our Intellectual Property
We may be unable to adequately protect our intellectual property and proprietary rights and
prevent others from making unauthorized use..., page 16
5.We note the disclosure in Note 8. License Agreements to the Consolidated Financial
Statements on page F-13 that under the Mo-100 and U-235 license agreements
any development efforts improving the intellectual property performed by either Klydon
or the Company will be the property of Klydon. Please expand on your disclosure in this
risk factor to discuss any material risks regarding Klydon's ownership of the intellectual
property used in your business. Additionally, please reconcile the fact that Klydon will
retain ownership of the intellectual property with your statements on page 20 of the
prospectus that you anticipate you "will file patent applications both in the United States
and in other countries, as appropriate" and that you "intend to seek to protect [your]
proprietary position by filing patent applications in the United States and abroad related to
[your] current and future development programs and future isotopes to the extent
permitted by applicable law."
Risks Related to Regulatory Compliance
Our business is and could become subject to a wide variety of extensive and evolving laws and
regulations. Failure to comply with such..., page 16
6.We note your disclosure here that "[t]he design, construction and operation of the Mo-
100 enrichment plant are highly regulated and require government licenses, approvals and
permits, and may be subject to the imposition of conditions." We also note references
throughout the prospectus to the need to obtain "applicable regulatory approvals." Please
expand your disclosure here and elsewhere in the prospectus to briefly explain the
material governmental approvals you or Klydon need to build and operate the plant,
including the status and expected timing for applying for and/or receiving such approvals.
Risks Related to Our Dependence on Third Parties
Klydon currently performs or supports many of our operating activities and will continue to do
so after the closing of this offering..., page 24
7.There are several references here and elsewhere in the prospectus to PDS South Africa. It
appears this entity may be the predecessor to ASP Isotopes South Africa (Proprietary)
Limited. Please clarify these references.
Use of Proceeds, page 41
8.Although we note your disclosure that you intend to have broad discretion over the use of

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net proceeds from the offering, please revise your use of proceeds disclosure to indicate
how far in the development process you estimate that the allocated proceeds from the
offering will enable you to reach. For example, please indicate if you expect to be able to
fund the Phase 1, Phase 2 and/or commercialization phase of the Mo-100 development
plan without raising additional capital or fund the acquisition of all of the outstanding
shares or substantially all of the assets of Klydon. In this regard, we note your disclosure
on page 9 of the prospectus that while you believe, based on your current operating plan,
that following the offering you will have sufficient cash on hand to fund operations for at
least the next 12 months you will require substantial additional capital to support your
business operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Exclusive Mo-100 License, page 47
9.Please revise your description of the Mo-100 License Agreement to describe the material
terms of the agreement. In particular, please describe:
•the nature and scope of the intellectual property rights transferred under the
agreement as it appears neither the Company nor Klydon has any existing patents,
patent applications or copyrights;
•the duration of the agreement and any royalty term;
•any termination provisions other than if the licensee ceases to carry on activities of
Mo-100 enrichment for a period longer than 24 consecutive months;
•any up-front or execution payments;
•the aggregate amounts paid or received to date under this agreement;
•the aggregate future potential milestone payments to be paid or received; and
•royalty rates or a royalty range.
Exclusive U-235 License, page 48
10.Please revise your description of the U-235 License Agreement to describe the material
terms of the agreement. In particular, please describe:
•the nature and scope of the intellectual property rights transferred under the
agreement as it appears neither the Company nor Klydon has any existing patents,
patent applications or copyrights;
•the duration of the agreement; and
•any termination provisions other than if the licensee ceases to carry on activities of
U-235 enrichment for a period longer than 24 consecutive months.
Letter of Intent for Klydon Shares or Assets, page 48
11.We note that on September 30, 2021, ASP South Africa entered into a letter of intent with
Klydon and its largest shareholder with respect to the acquisition of all of the outstanding
shares or substantially all of the assets of Klydon. Please tell us how you considered the
guidance in Rules 8-04 and 8-05, as well as Article 11 of Regulation S-X in determining
whether additional financial statements and pro-forma financial information of

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Klydon should be included in your filing. Your response should include your significance
calculation and all other relevant facts and circumstances that support your conclusion.
12.Please expand on your disclosure regarding your letter of intent with Klydon and its
largest shareholder to explain the current status of this acquisition and the expected impact
an acquisition of Klydon would have on your business, the offering and your various
existing agreements with Klydon.
Other Material Agreements, page 48
13.We note your disclosure regarding the key terms of your other material agreements.
Please file the Lease for Molybdenum Processing Plant and Political Risk Insurance
Policy with Optio Group as exhibits to the Registration Statement or provide us your basis
for determining it is not required pursuant to Regulation S-K, Item 601(b)(10).
Liquidity and Capital Resources
Future Funding Requirements, page 52
14.We note your disclosure here that your commercial revenues, if any, will be derived from
sales of Mo-100 which you do not expect to be commercially available "until at least
2024." On page 57 of the prospectus, you note that you "expect to commence
commercialization of Mo-100 in 2023." Please reconcile these disclosures. Additionally,
we note your statement on page 66 of the prospectus that you "expect limited commercial
activity for Mo-100 in the United States during the next two to three years" and
"anticipate that most of [your] initial revenues from future sales of [your] Mo-100 will be
derived form countries in Asia and EMEA (Europe, Middle East and Africa)." To the
extent you anticipate sales will initially be derived from these countries, please state this
clearly in the prospectus summary and risk factors section.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 54
15.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock
compensation. Please discuss with the staff how to submit your response.
Business
Our Strategy
Complete development and commissioning of Mo-100 enrichment facility located in Pretoria,
South Africa., page 57
16.We note your statement that you intend to leverage your unique technical expertise to
complete the development of your first Mo-100 enrichment facility located in Pretoria,

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South Africa. However, you appear to be outsourcing this work the Klydon. Please
provide clear disclosure throughout regarding which entity will be constructing and
commissioning the enrichment facility.
Mo-100 produced using ASP technology could support an alternative and potentially more
convenient production route for Tc-99m, page 58
17.We note your disclosure here that "[a]ssuming that the Mo-99 produced from our Mo-
100 is determined to be equivalent to currently available Mo-99 and the technetium
generator has already received regulatory approval with relevant healthcare regulators, we
believe this route to market will not require additional regulatory approvals from the
relevant healthcare regulator." Please expand on this disclosure to explain which
regulatory agency or agencies would need to determine that the Mo-99 produced from
your Mo-100 is equivalent to currently available Mo-99 and the process and expected
timing for receiving such a determination.
Continue identifying potential offtake customers and strategic partners for Mo-100, page 58
18.We note your statement that you have had or are currently in active dialogue or entered
into non-binding LOIs with over four potential offtake customers. Please provide an
approximate range or a specific number of such potential offtake customers. Additionally,
please revise your disclosure to name the strategic advisor with whom you have entered
into a consulting and sales commission agreement to support your efforts to identify
potential customers in China.
Our Strengths
Proven ASP technology developed by Klydon, page 59
19.Please remove the reference to "proven" ASP technology and balance your disclosure
regarding the efficacy and commercial scalability of the ASP technology to note that you
have not demonstrated the ability to produce Mo-100 or U-235 using the ASP technology.
Additionally, we note your disclosure here and elsewhere in the prospectus that you have
exclusive worldwide licenses from Klydon for the production of Mo-100 and U-235 and
your disclosure on page 72 of the prospectus that you are "currently conducting a
feasibility study with respect to constructing an enrichment facility in either the
Unit