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BRUUSH
ORAL CARE INC.

128
WEST HASTINGS STREET, UNIT 210

VANCOUVER,
BRITISH COLUMBIA V6B 1G8

CANADA

August
2, 2023

Attn:
Benjamin Richie

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bruush
    Oral Care Inc.

    Amendment
    No 1. to Registration Statement on Form F-1

    Filed
    August 2, 2023

    File
No. 333-272942

Dear
Mr. Richie:

By
letter dated July 7, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and
Exchange Commission (the “Commission”) provided Bruush Oral Care Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Registration Statement on Form F-1 filed on June 26, 2023. We are in receipt of your letter
and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below,
followed by the Company’s responses. We are filing Amendment No. 1 to Registration Statement reflecting the following responses.

Exhibits

1. We
                                            refer to your filing tee table filed as Exhibit 107 to your registration statement. Please
                                            revise your filing fee table to include separate entries for shares of common stock issuable
                                            upon conversion of convertible note and exercise of warrants and pursuant to the private
                                            placement.

Response:
In response to the Staff’s comment, we have revised the filing fee table to include separate entries for shares of common stock
issuable upon conversion of convertible note and exercise of warrants and pursuant to the private placement.

General

2. Given
                                            the nature of the offering and size of the transaction relative to the number of outstanding
                                            shares held by non-affiliates as disclosed in the prospectus, it appears that the transaction
                                            may be an indirect primary offering. Please provide us with an analysis of your basis for
                                            determining that it is appropriate to characterize the transaction as a secondary offering
                                            under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance
                                            and Disclosure Interpretations Question 612.09.

Response:
The Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of the shares of the Company’s
common stock by the selling securityholder (the “Selling Securityholder”) as contemplated in the Registration Statement is
not an indirect primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering on a continuous or delayed basis in the future provided, among
other things, that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a
person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary. With
regard to the Registration Statement, neither the Company nor any of its subsidiaries is offering securities under the Registration Statement,
nor is the offering being made on behalf of the Company or any of its subsidiaries.

In
further consideration of this comment, we have reviewed Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”),
including the six enumerated factors contained therein, and offer the following discussion for the Staff’s consideration:

Background

On
March 20, 2023, the Company closed its issuance of an unsecured promissory note in the principal amount of $2,749,412 to the Selling
Securityholder (the “March 2023 Note”). On June 26, 2023, the Company and the Selling Securityholder cancelled the March
23 Promissory Note in its entirety and replaced it with the Note (as defined below). As a result, the Company has no obligations pursuant
to the March 2023 Note.

On
June 26, 2023, through a bona fide private placement, the Company completed its issuance of an unsecured convertible note (the “Note”)
with a principal aggregate amount of $3,341,176 to the Selling Securityholder (the “Private Placement”). In connection with
the issuance of the Note, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”)
and a registration rights agreement (the “Registration Rights Agreement”) with the Selling Securityholder and issued a common
stock purchase warrant to purchase 400,941 shares of common stock (the “Purchase Warrants”) after giving effect to the
reverse stock split effected on August 1, 2023, with an Exercise Price of $0.001 or on a cashless basis, to the Selling Securityholder.
Pursuant to the Registration Rights Agreement, the Company must file a registration statement covering the resale of such number of shares
of common stock equal to 200% of the number of shares of common stock issuable upon conversion of the Note and the exercise of the Purchase
Warrant, or a total of 2,583,842 shares of common stock after giving effect to the reverse stock split effected on August 1, 2023.
The Private Placement was effected in reliance upon the exemption from the registration requirements of the Securities Act by virtue
of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.

The
Private Placement was conducted pursuant to the Securities Purchase Agreement in which, among other things, the Selling Securityholder
made customary investment and private placement representations to the Company, including that it (i) was an “accredited investor”
as defined in Rule 501 under the Securities Act, (ii) was acquiring the Note for the purpose of investment and not with a view towards
the sale or distribution within the meaning of the Securities Act, (iii) had such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Note, (iv) was able to bear the economic risks of
the investment, and (v) was aware that it may have to hold the Note indefinitely absent subsequent registration under the Securities
Act or a disposition pursuant to an applicable exemption.

Factor
1: How Long the Selling Securityholder Has Held the Shares

The
Selling Securityholder initially purchased the March 2023 Note on March 20, 2023, which has been cancelled replaced with the Note issued
on June 26, 2023 pursuant to the Securities Purchase Agreement. Therefore, as of the date of this letter, the Selling Securityholder
will have held the shares underlying the Note and Purchase Warrants for over four months. The issuance was made in a bona fide private
placement exempt from registration under Section 4(2) of the Securities Act. The Selling Securityholder has been subject to the full
economic and market risks of their entire investment since the date of the acquisition of the shares. In addition, The Selling Securityholder
acquired the shares with no assurance that the shares could be sold in a liquid market. This holding period for the Notes and the Shares
demonstrates that the Selling Securityholder acquired the securities for investment, does not have intent to distribute the Shares on
behalf of the Company and is not acting as an underwriter.

In
the Registration Rights Agreement, the Company has covenanted to file a registration statement covering the resale of the shares of common
stock underlying the Note and Purchase Warrants and to use its best efforts to cause such Registration Statement to become effective
under the Securities Act within approximately three months after the closing date of the Private Placement. The Company filed the
Registration Statement to perform such obligation under the Registration Rights Agreement. The Company respectfully submits to the Staff
that the registration of the shares of common stock for resale as contemplated in the Registration Statement is consistent with a typical
“PIPE” transaction, where an issuer is required to file a resale registration statement shortly after closing.

As
discussed above, the Selling Securityholder has held the March 2023 Note, which was replaced by the Note and the Purchase Warrants, for
more than four months as of the date of this letter. The conversion or exercise prices at which the Selling Securityholder may acquire
the shares of common stock have been determined in the transaction documents and while the conversion price of the Note is subject to
change, it shall in no event be less than $3.75 after giving effect to the reverse stock split effected on August 1, 2023. Like
other investors in a typical PIPE transaction, the Selling Securityholder was immediately at market risk once the Note and the Purchase
Warrants were acquired on June 26, 2023.

Further,
according to Yahoo Finance, the average three-month volume as of the date of this letter was approximately 58,749 shares. As a
result, the Company believes that the Selling Securityholder likely would need to continue to bear the market risk of a significant portion
of its investment because it could be difficult for the Selling Securityholder to sell such a large number of shares of common stock
into the public market without significantly reducing the sale price of such shares of common stock.

Factor
2: Circumstances under which the Selling Securityholder Acquired the Shares

As
described above, the Selling Securityholder acquired the shares of common stock in the Private Placement, which was a bona fide private
placement transaction conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

The
Securities Purchase Agreement contained, among other things, customary investment and private placement representations of the Selling
Securityholder to the Company. In addition, the Selling Securityholder has not entered into any underwriting relationships or arrangements
with the Company, has not received any commission or other payment from the Company in connection with the resale of any of its securities,
and the Company will receive no proceeds from the resale of the shares of common stock, if any, by the Selling Securityholder. These
circumstances are quite distinct from those involving a primary offering by or on behalf of the Company.

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods” (emphasis added). The Company is not aware of any evidence that would suggest that
any such special selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Selling Securityholder
that have or are currently intended to take place if the Registration Statement is declared effective.

Factor
3: The Selling Securityholder’s Relationship to the Company

Based
upon information supplied to the Company by the Selling Securityholder, the Selling Securityholder is a private investment fund that
purchased the securities for its own account and not with a view to resale or distribution. The Company does not have an underwriting
relationship with the Selling Securityholder or any contractual, legal or other relationship that would control the timing, nature or
amount of resales of the shares of common stock following the effectiveness of the Registration Statement or even whether any shares
of common stock are resold at all under the Registration Statement. To the Company’s knowledge, at no time has the Selling Securityholder
been affiliated with or acted as securities broker-dealers or representatives thereof. Further, as noted above, the Selling Securityholder
represented to the Company that they were acquiring the securities for their own accounts and not with a view to resale or distribution.

The
registration rights granted to the Selling Securityholder under the Registration Rights Agreement entered into in connection with the
Private Placement are customary and are not indicative of any desire of the Selling Securityholder to sell or distribute the shares of
common stock on behalf of the Company, or at all. The Selling Securityholder negotiated for such customary registration rights for a
variety of business reasons and the registration rights were not granted by the Company for the purpose of conducting an indirect primary
offering. Absent the contractual obligation contained in the Registration Rights Agreement, the Company would not be filing the Registration
Statement. In addition, the Selling Securityholder would be responsible for paying any broker-dealer fees or underwriting discounts or
commissions directly to any broker-dealers they engage to assist in selling any shares of common stock.

To
the extent the Selling Securityholder sells the shares of common stock, the Selling Securityholder will retain all proceeds from such
sales and the Company will not receive any of the proceeds from any resale of the Shares.

Factor
4: The Amount of Shares Involved

The
Company is seeking to register 2,583,842 shares of common stock for resale. While the number of shares of common stock being registered
are a factor considered by the Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit
that undue weight should not be placed on this single factor. The Staff’s own interpretations support this position. Pursuant to
C&DI 612.09, the amount of shares of common stock being offered is only one of several factors to be considered in evaluating whether,
under all the circumstances, a purported secondary offering is instead an indirect primary offering.

We
also submit that emphasis solely on the number of shares of common stock being registered in relation to the shares of common stock outstanding
or the public float can severely limit a smaller public company’s financing alternatives, which are generally few. The Staff has
acknowledged this by accepting a valid secondary offering where a significant number of shares of common stock are being registered but
the facts do not otherwise demonstrate that the Selling Securityholder is acting as conduits for the issuer to effect a primary offering.

Additionally,
the number of shares of common stock issuable upon conversion of the Note and Purchase Warrants – and, therefore, the number of
shares of common stock to ultimately be registered for resale – involved significant and unpredictable variables. The number of
shares of common stock issuable to the Selling Securityholder upon conversion of the Note and exercise of the Purchase Warrants depended
on the timing of such conversion and/or exercise and could have resulted in the Selling Securityholder holding between 0 and 2,583,842
shares of common stock.

Moreover,
under the Note and the Purchase Warrants, the Company is prohibited from affecting any conversion of the Note, or exercise of the Purchase
Warrants, and the Selling Securityholder does not have the right to convert any portion of the Note, or exercise the Purchase Warrants,
to the extent that after giving effect to the conversion, or exercise, the Selling Securityholder (together with its affiliates, and
any other Persons acting as a group together with the Selling Securityholder or any of such affiliates) would beneficially own shares
of the Company in excess of 4.99% under the Note (and up to 9.99% under the Purchase Warrants) of the number of shares of common stock
outstanding immediately after giving ef