Correspondence 0001213900-22-077862 from Versus Systems Inc. (VS, VSSYW) (CIK 0001701963) (VS)
Versus Systems Inc. (VS, VSSYW) (CIK 0001701963)
Date: Dec. 6, 2022 · CIK: 0001701963 · Accession: 0001213900-22-077862
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File numbers found in text: 333-267896
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CORRESP
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Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, CA 92660
December 6, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:
Versus Systems, Inc. (the “Company”)
Registration Statement on Form F-1 (File No. 333-267896)
Ladies and Gentlemen:
In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners,
LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated
to 5:00 p.m. (Eastern time) on Tuesday, December 6, 2022, or as soon thereafter as practicable.
In making this request
the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant
to the registration statement.
[Signature Page Follows]
Very truly yours,
ROTH CAPITAL PARTNERS, LLC,
By: _/s/ Aaron M. Gurewitz______________
Name: Aaron M. Gurewitz
Title: Head of Equity Capital Markets