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Correspondence 0001213900-22-073130 from Versus Systems Inc. (VS, VSSYW) (CIK 0001701963) (VS)

Versus Systems Inc. (VS, VSSYW) (CIK 0001701963)
Date: Nov. 16, 2022 · CIK: 0001701963 · Accession: 0001213900-22-073130

AI Filing Summary & Sentiment

File numbers found in text: 333-267896

Date
November 16, 2022
Author
/s/ Matthew Pierce
Form
CORRESP
Company
Versus Systems Inc. (VS, VSSYW) (CIK 0001701963)

Letter

Versus Systems INC.

1558 West Hastings Street

Vancouver BC V6G 3J4 Canada

November 16, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Versus Systems Inc.

Registration Statement on Form F-1

File No. 333-267896

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Versus Systems Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 5:00 p.m., Eastern Time, on Thursday, November 17, 2022, or as soon thereafter as may be practicable.

We acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Eric M. Hellige of Pryor Cashman LLP, at (212) 326-0846.

Very truly yours,
/s/ Matthew Pierce

Show Raw Text
CORRESP
1
filename1.htm

Versus
Systems INC.

1558 West
Hastings Street

Vancouver
BC V6G 3J4 Canada

November 16, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Versus Systems Inc.

    Registration Statement on Form F-1

    File No. 333-267896

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Versus Systems Inc. (the “Company”)
hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 5:00
p.m., Eastern Time, on Thursday, November 17, 2022, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Should you have any questions regarding this matter
or need any additional information, please contact the Company’s legal counsel, Eric M. Hellige of Pryor Cashman LLP, at (212) 326-0846.

Very truly yours,

/s/ Matthew Pierce

Matthew Pierce

Chief Executive Officer

cc:	Eric M. Hellige, Esq.