6-K

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

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2024.

Commission File Number: 001-41566

KWESST Micro Systems Inc.
(Exact Name of Registrant as Specified in Charter)

155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario, K2M 2A8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ⊠  Form 40-F □

INCORPORATION BY REFERENCE

Exhibits 5.1 and 16.1 of this Form 6-K are incorporated by reference into the Registrant's Registration Statement on Form F-3 (File No. 333-277196).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KWESST MICRO SYSTEMS INC.
	(Registrant)
Date:     August 12, 2024	By:	/s/ Sean Homuth
	Name:	Sean Homuth
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

5.1	Opinion of Fasken Martineau DuMoulin LLP regarding legality of securities being registered
16.1	Letter from KPMG LLP Regarding Change in Certifying Accountant
23.1	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1)

EX-5.1

August 9, 2024

KWESST Micro Systems Inc.

155 Terence Matthews Crescent,

Unit #1, Ottawa, Ontario, K2M 2A8

Re:	KWESST Micro Systems Inc.
	Prospectus Supplement to Registration Statement on Form F-3 (File No. 333-277196)

Ladies and Gentlemen:

We have acted as British Columbia counsel to KWESST Micro Systems Inc., a corporation formed under the laws of British Columbia (the "Corporation"), in connection with the preparation of a Prospectus Supplement (the "Prospectus Supplement") to a Registration Statement on Form F-3 (File No. 333-277196), as amended from time to time (the "Registration Statement") under the United States Securities Act of 1933, as amended (the "Securities Act"). The Prospectus Supplement relates to the issuance and sale (the "Offering") of an aggregate of up to 4,715,000 common shares of the Corporation, no par value per share (each, a "Share"), in a registered direct offering pursuant to that certain Securities Purchase Agreement, dated August 9, 2024, by and among the Company and the purchasers identified in the signature pages thereto (the "Securities Purchase Agreement").

We have examined and relied upon (a) the Registration Statement, (b) the Prospectus Supplement, (c) the Corporation's Certificate of Incorporation, Certificate of Change of Name, Notice of Articles and Articles, as currently in effect, (d) an officer's certification of the Corporation dated the date hereof certifying, among other matters, the resolutions of the Corporation approving the Offering, and (e) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In rendering our opinions set forth below, we have assumed: (a) the authenticity of all documents submitted to us as originals, (b) the genuineness of all signatures, (c) the conformity to the authentic originals of all documents submitted to us as copies, whether facsimile, photostatic, electronic, certified or otherwise, and the authenticity of the originals thereof, (d) that all facts, information, representation and warranties set forth in the records, documents and certificates we have reviewed, including official public records and certificates and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate as of, and at all material times prior to, the date of this opinion letter, (e) the due authorization, execution and delivery of all documents by all parties, other than the Corporation, and the validity, binding effect and enforceability thereof, and (f) the legal capacity for all purposes relevant hereto of all persons (other than the Corporation).

As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Corporation and others and of public officials. In our capacity as counsel to the Corporation in connection with the preparation of the Prospectus Supplement and the registration of the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization and issuance of the securities offered under the Prospectus Supplement. For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of the Applicable Law (as defined below), in the manner presently proposed.

Page 2

We are qualified to practice law in the Province of British Columbia, and our opinion herein is limited to the statutes and regulations of the Province of British Columbia and the federal laws of Canada applicable therein now in effect (the "Applicable Law"). We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof. We assume no obligation to revise or supplement this opinion should any applicable laws be changed subsequent to the date hereof by legislative action, judicial decision or otherwise or if there is a change in any fact or facts after the date hereof. Where our opinion refers to any of the securities or shares as being "fully paid and non-assessable", no opinion is expressed as to actual receipt by the Corporation of the consideration for the issuance of such shares or as to the adequacy of any consideration received.

Based on and subject to the foregoing assumptions and qualifications we are of the opinion that when issued and paid for, as contemplated in the Prospectus Supplement in accordance with the terms of the Securities Purchase Agreement, the Shares will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation;

We hereby consent to the use of our name in, and the filing of this opinion as an exhibit to, a report on Form 6-K, and to the reference to our firm under the headings "Legal Matters" in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in Applicable Law.

Yours truly,

/s/ Fasken Matineau DuMoulin LLP

EX-16.1

August 9, 2024

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for KWESST Micro Systems Inc. ("KWESST") and, under the date of January 17, 2024, we reported on the consolidated financial statements of KWESST as of and for the years ended September 30, 2023 and 2022. On May 15, 2024, we resigned.

We have read KWESST's statements included under Change in Company's Certifying Accountant of its Prospectus Supplement dated August 9, 2024, and we agree with such statements.

Very truly yours,

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants