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VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Attention: Inessa Kessman, Senior Staff Accountant Tucows Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 10-Q for the Fiscal Quarter Ended September 30, 2022 File No. 001-32600

Dear Ms. Kessman and Ms. Etheredge:

On behalf of Tucows Inc. (the “Company”), we submit this letter in response to your letter dated December 14, 2022 regarding the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to its review of the above-referenced filings of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 (the “Form 10-Q”). For your convenience, we have reproduced each of the Staff’s comments in italics below and follow each comment with the Company’s response. Capitalized terms used in the Company’s responses but not otherwise defined have the meanings set forth in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2021

Consolidated Statements of Cash Flows, page F-8

1. Tell us how you account for the gain on the sale of Ting customer assets in your consolidated statement of cash flows. Refer us to your basis in the accounting literature.

Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the gain on the sale of Ting customer assets is recognized in the Company’s Consolidated Statements of Cash Flows as an operating cash inflow, presented in Net income for the period.

On August 1, 2020, we sold substantially all of our retail customer relationships and mobile handsets and SIM inventory and granted the right to use the Ting brand (“the transaction). The transaction did not include the sale of PP&E, technology, intellectual property nor any infrastructure necessary to enable or support the mobile customers. In assessing the guidance contained in ASC 230 we determined that the cash flows from the transaction did not meet the definition of a financing or an investing activity and accordingly we have classified the cash flows as operating activities in accordance with the definition of operating activities in ASC 230-10-20.

Prior to the transaction we recorded revenues, operating income and operating cash flows related to the services provided to the Ting mobile customers. As a result of the transaction, we continue to receive income based on the purchaser's margin associated with the legacy customer base and view this income earned as a continuation of our operating activities. This income will continue to be an important part of our earnings and net income for the foreseeable future and management and investors view these amounts as part of operations as discussed further in our response to question #6 below. Therefore, we determined the most appropriate presentation was to present these cash flows as operating activities.

In future filings, in the Consolidated Statement of Comprehensive Income, we will change the title of the caption from ‘gain on sale of transferred assets’ to ‘income earned on sale of transferred assets’ to better reflect the nature of the amounts and presentation.

Form 10-Q for the Fiscal Quarter Ended September 30, 2022

Notes to Consolidated Financial Statements

13. Segment Reporting, page 17

2. For each reportable segment, please show revenue from external customers and intersegment revenue in accordance with ASC 280-10-50-32. Provide us with your proposed future presentation.

Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff of the Company’s proposed segment presentation, which includes a breakdown of intersegment revenue in accordance with ASC 280-10-50-32 to be incorporated in our future filings beginning with our Form 10-K for the fiscal year ended December 31, 2022.

Ting

Wavelo

Tucows

Domains

Tucows

Corporate

Consolidated

Totals

For the Three Months Ended September 30, 2022

Net Revenues

External Revenues

$ 10,946

$ 3,863

$ 60,281

$ 2,960

$ 78,050

Intersegment Revenues

-

-

(185 )

-

Total Net Revenues

10,946

4,048

60,281

2,775

78,050

Direct cost of revenues

4,290

42,111

1,666

48,302

Segment Gross Margin

6,656

3,813

18,170

1,109

29,748

Adjusted EBITDA

$ (5,040 )

$ (902 )

$ 10,385

$ 3,436

$ 7,879

Ting

Wavelo

Tucows

Domains

Tucows

Corporate

Consolidated

Totals

For the Three Months Ended September 30, 2021

Net Revenues

External Revenues

$ 6,391

$ 3,845

$ 60,729

$ 4,928

$ 75,893

Intersegment Revenues

-

-

-

-

-

Total Net Revenues

6,391

3,845

60,729

4,928

75,893

Direct cost of revenues

3,632

42,253

3,515

49,540

Segment Gross Margin

2,759

3,705

18,476

1,413

26,353

Adjusted EBITDA

$ (5,490 )

$ 1,751

$ 11,473

$ 4,471

$ 12,205

Ting

Wavelo

Tucows

Domains

Tucows

Corporate

Consolidated

Totals

For the Nine Months Ended September 30, 2022

Net Revenues

External Revenues

$ 30,955

$ 19,352

$ 182,890

$ 9,036

$ 242,233

Intersegment Revenues

-

-

(513 )

-

Total Net Revenues

30,955

19,865

182,890

8,523

242,233

Direct cost of revenues

12,746

2,254

125,023

7,000

147,023

Segment Gross Margin

18,209

17,611

57,867

1,523

95,210

Adjusted EBITDA

$ (15,546 )

$ 5,017

$ 34,266

$ 7,153

$ 30,890

Ting

Wavelo

Tucows

Domains

Tucows

Corporate

Consolidated

Totals

For the Nine Months Ended September 30, 2021

Net Revenues

External Revenues

$ 17,021

$ 7,217

$ 184,215

$ 13,408

$ 221,861

Intersegment Revenues

-

-

-

-

-

Total Net Revenues

17,021

7,217

184,215

13,408

221,861

Direct cost of revenues

9,247

125,814

9,461

144,860

Segment Gross Margin

7,774

6,879

58,401

3,947

77,001

Adjusted EBITDA

$ (14,008 )

$ 1,394

$ 36,790

$ 11,907

$ 36,083

3. It appears that you consider segment adjusted EBITDA to be a measure of segment operating profit or loss. If so, please remove all references to this measure as a non-GAAP measure when presented within your segment footnote. Please also move the reconciliation of total Adjusted EBITDA so that it is presented after the presentation of segment Adjusted EBITDA. See Item 10(e)(1)(ii)(c) of Regulation S-K and Question 104.04 of our non-GAAP Compliance & Disclosure Interpretations. Please revise accordingly in future filings.

Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that that the Company considers segment adjusted EBITDA to be a measure of segment operating profit or loss and, in the Company’s future filings, the Company will (i) remove all references to this measure as a non-GAAP measure when presented within the segment footnote, and (ii) move the reconciliation of total Adjusted EBITDA so that it is presented after the presentation of segment Adjusted EBITDA.

4. Please reconcile segment gross margin to net income (loss) before income taxes in accordance with ASC 280-10-50-30 to 32. Your reconciliation should identify and describe all significant reconciling items, including but not limited to elimination of intersegment revenue. Provide us with your proposed future presentation.

Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff of the Company’s proposed reconciliation between segment gross margin and net income (loss) before income taxes in accordance with ASC 280-10-50-30 to 32 to be incorporated in our future filings beginning with our Form 10-K for the fiscal year ended December 31, 2022.

Ting

Wavelo

Tucows Domains

Tucows Corporate

Consolidated Totals

For the Three Months Ended September 30, 2022

Net Revenues

External Revenues

$ 10,946

$ 3,863

$ 60,281

$ 2,960

$ 78,050

Intersegment Revenues

-

-

(185 )

-

Total Net Revenues

10,946

4,048

60,281

2,775

78,050

Direct cost of revenues

4,290

42,111

1,666

48,302

Segment Gross Margin

6,656

3,813

18,170

1,109

29,748

Network, other costs

4,244

Network, depreciation of property and equipment

7,136

Network, amortization of intangible assets (note 6)

Network, impairment of property and equipment

Gross profit

17,987

Expenses:

Sales and marketing

13,894

Technical operations and development

2,983

General and administrative

7,897

Depreciation of property and equipment

Loss on disposition of property and equipment

(19 )

Amortization of intangible assets (note 6)

2,464

Loss (gain) on currency forward contracts (note 5)

-

Total expenses

27,368

Income (Loss) from operations

(9,381 )

Other income (expenses):

Interest expense, net

(4,337 )

Gain on sale of Ting customer assets, net (note 17)

4,737

Other expense, net

(27 )

Total other income (expenses)

Income (Loss) before provision for income taxes

$ (9,008 )

Adjusted EBITDA

$ (5,040 )

$ (902 )

$ 10,385

$ 3,436

$ 7,879

Ting

Wavelo

Tucows Domains

Tucows Corporate

Consolidated Totals

For the Three Months Ended September 30, 2021

Net Revenues

External Revenues

$ 6,391

$ 3,845

$ 60,729

$ 4,928

$ 75,893

Intersegment Revenues

-

-

-

-

-

Total Net Revenues

6,391

3,845

60,729

4,928

75,893

Direct cost of revenues

3,632

42,253

3,515

49,540

Segment Gross Margin

2,759

3,705

18,476

1,413

26,353

Network, other costs

3,445

Network, depreciation of property and equipment

4,622

Network, amortization of intangible assets (note 6)

Network, impairment of property and equipment

Gross profit

18,024

Expenses:

Sales and marketing

9,892

Technical operations and development

3,742

General and administrative

5,069

Depreciation of property and equipment

Loss on disposition of property and equipment

Amortization of intangible assets (note 6)

2,267

Loss (gain) on currency forward contracts (note 5)

(87 )

Total expenses

21,248

Income (Loss) from operations

(3,224 )

Other income (expenses):

Interest expense, net

(1,169 )

Gain on sale of Ting customer assets, net (note 17)

5,564

Other expense, net

(95 )

Total other income (expenses)

4,300

Income (Loss) before provision for income taxes

$ 1,076

Adjusted EBITDA

$ (5,490 )

$ 1,751

$ 11,473

$ 4,471

$ 12,205

Ting

Wavelo

Tucows Domains

Tucows Corporate

Consolidated Totals

For the Nine Months Ended September 30, 2022

Net Revenues

External Revenues

$ 30,955

$ 19,352

$ 182,890

$ 9,036

$ 242,233

Intersegment Revenues

-

-

(513 )

-

Total Net Revenues

30,955

19,865

182,890

8,523

242,233

Direct cost of revenues

12,746

2,254

125,023

7,000

147,023

Segment Gross Margin

18,209

17,611

57,867

1,523

95,210

Network, other costs

13,188

Network, depreciation of property and equipment

19,620

Network, amortization of intangible assets (note 6)

1,134

Network, impairment of property and equipment

Gross profit

61,238

Expenses:

Sales and marketing

39,384

Technical operations and development

10,212

General and administrative

22,006

Depreciation of property and equipment

Loss on disposition of property and equipment

Amortization of intangible assets (note 6)

7,394

Loss (gain) on currency forward contracts (note 5)

-

Total expenses

79,900

Income (Loss) from operations

(18,662 )

Other income (expenses):

Interest expense, net

(8,555 )

Gain on sale of Ting customer assets, net (note 17)

14,009

Other expense, net

(128 )

Total other income (expenses)

5,326

Income (Loss) before provision for income taxes

$ (13,336 )

Adjusted EBITDA

$ (15,546 )

$ 5,017

$ 34,266

$ 7,153

$ 30,890

Ting

Wavelo

Tucows Domains

Tucows Corporate

Consolidated Totals

For the Nine Months Ended September 30, 2021

Net Revenues

External Revenues

$ 17,021

$ 7,217

$ 184,215

$ 13,408

$ 221,861

Intersegment Revenues

-

-

-

-

-

Total Net Revenues

17,021

7,217

184,215

13,408

221,861

Direct cost of revenues

9,247

125,814

9,461

144,860

Segment Gross Margin

7,774

6,879

58,401

3,947

77,001

Network, other costs

10,295

Network, depreciation of property and equipment

12,344

Network, amortization of intangible assets (note 6)

Network, impairment of property and equipment

Gross profit

53,716

Expenses:

Sales and marketing

27,579

Technical operations and development

10,044

General and administrative

15,232

Depreciation of property and equipment

Loss on disposition of property and equipment

Amortization of intangible assets (note 6)

6,909

Loss (gain) on currency forward contracts (note 5)

(277 )

Total expenses

60,105

Income (Loss) from operations

(6,389 )

Other income (expenses):

Interest expense, net

(3,108 )

Gain on sale of Ting customer assets, net (note 17)

15,767

Other expense, net

(274 )

Total other income (expenses)

12,385

Income (Loss) before provision for income taxes

$ 5,996

Adjusted EBITDA

$ (14,008 )

$ 1,394

$ 36,790

$ 11,907

$ 36,083

5. Please reconcile your Non-GAAP measure adjusted EBITDA from Net Income. We refer to Questions 103.02 and 102.10(b) of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. We note a similar reconciliation in Exhibit 99.1 of your Form 8-K filed on November 7, 2022. Provide us with your proposed future presentation.

Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff of the Company’s proposed Adjusted EBITDA reconciliation format, which reconciles adjusted EBITDA from Net income instead of net income (loss) before income taxes to be incorporated in our future filings beginning with our Form 10-K for the fiscal year ended December 31, 2022 and including future current rep