September 10, 2021
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F St NE
Washington, D.C. 20549
Attention: | Anuja A. Majmudar |
Timothy S. Levenberg |
Re: | Meta Materials, Inc. |
Amendment No. 1 to Registration Statement on Form S-3 |
Filed August 26, 2021 |
File No. 333-256636 |
Acceleration Request
Requested Date: |
September 14, 2021 |
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Requested Time: |
4:30 PM Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Meta Materials Inc. (formerly known as Torchlight Energy Resources, Inc., the Company) hereby requests that the above-referenced Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-256636) (the Registration Statement) be declared effective at the Requested Date and Requested Time set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the Staff) of the Securities and Exchange Commission (the Commission). The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Companys behalf.
The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 209-1020 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commissions order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399.
Securities and Exchange Commission
Re: Meta Materials, Inc.
September 10, 2021
Page 2
Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 209-1020.
Sincerely,
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META MATERIALS INC.
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By: | /s/ Ken Rice | |
Ken Rice | ||
Chief Financial Officer & Executive Vice President |
cc: | Thomas E. Hornish, Esq. |
Wilson Sonsini Goodrich & Rosati, Professional Corporation