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
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File numbers found in text: 333-267896
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CORRESP
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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.