ThinkEquity LLC
17 State Street, 41st Floor
New York, NY 10004
November 16, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: KWESST Micro Systems Inc. ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on November 17, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus 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.
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Very truly yours, |
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THINKEQUITY LLC |
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By: |
/s/ Eric Lord |
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Name: Eric Lord |
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Title: Head of Investment Banking |