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SEC Company Response from ONE STOP SYSTEMS, INC. (OSS) (CIK 0001394056) (OSS) — Jan 31, 2018

ONE STOP SYSTEMS, INC. (OSS) (CIK 0001394056)
Date: Jan. 31, 2018 · CIK: 0001394056 · Accession: 0001193125-18-026959

Offering / Registration Process Regulatory Compliance Capital Structure

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Date
January 31, 2018
Author
/s/ Aaron M. Gurewitz
Form
CORRESP
Company
ONE STOP SYSTEMS, INC. (OSS) (CIK 0001394056)

Letter

Securities and Exchange Commission One Stop Systems, Inc. Acceleration Request: Registration Statement on Form S-1, Amendment No. 2 (File No. 333–222121)

Re:

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Roth Capital Partners, 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 Wednesday, January 31, 2018, 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 or dealer, 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.

Very truly yours,
/s/ Aaron M. Gurewitz

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CORRESP
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CORRESP

 January 31, 2018

Securities and Exchange Commission

 100 F Street N.E.

Washington, DC 20549

 Re:

 One Stop Systems, Inc.

Acceleration Request: Registration Statement on Form S-1, Amendment
No. 2

 (File No. 333–222121)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Roth Capital Partners, 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 Wednesday,
January 31, 2018, 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 or dealer, 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.

Very truly yours,

/s/ Aaron M. Gurewitz

Aaron M. Gurewitz

Head of Equity Capital Markets

 BJW