View:
United States securities and exchange commission logo
January 27, 2022
Christopher Burns
Chief Executive Officer
NOVONIX Limited
Level 8
46 Edward Street
Brisbane QLD 4000
Australia
Re: NOVONIX Limited
Registration
Statement on Form 20-FR
Filed January 7,
2022
Amendment No. 1 to
Registration Statement on Form 20-FR
Filed January 25,
2022
File No. 001-41208
Dear Dr. Burns:
We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20-FR filed January
25, 2022
ADS holders rights to pursue claims is limited by the terms of the
deposit agreement, page 30
1. The scope of the
jurisdiction provision, as disclosed here, appears to be inconsistent with
the scope discussed in
Exhibit 2.1. For example, that exhibit does not discuss the
Securities Act or
Exchange Act or whether the provision applies to claims under those
laws. Likewise, you
disclose here that the scope involves jurisdiction "over any suit,
action or proceeding
against or involving us or the depositary, arising out of or relating in
any way to the deposit
agreement or the transactions contemplated thereby or by virtue of
owning the ADSs."
However, Section 7.6 of that exhibit includes no such statement;
Christopher Burns
NOVONIX Limited
January 27, 2022
Page 2
rather, it indicates only that the "Company" consents to the
jurisdiction in New York.
Please revise.
American Depositary Shares, page 115
2. Please revise the disclosure in Item 12.D. beginning on page 115 to
include a discussion
of the exclusive forum provision in the deposit agreement.
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.
You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Melissa Gilmore,
Senior Accountant, at 202-551-3777 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
FirstName LastNameChristopher Burns
Division of
Corporation Finance
Comapany NameNOVONIX Limited
Office of
Manufacturing
January 27, 2022 Page 2
cc: Kimberly C. Petillo-D cossard
FirstName LastName