SecProbe.io

CORRESP
 1
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 DEFSEC Technologies Inc.: CORRESP - Filed by newsfilecorp.com

 July 22, 2025
 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Re:   Request for Acceleration - DEFSEC Technologies Inc.
 Registration Statement on Form F-1
 Filed July 22, 2025
 (SEC File No. 333-288827)
 Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, DEFSEC Technologies Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-288827), and permit said Registration Statement to become effective at 5:30 p.m. (Eastern Time) on July 23, 2025, or as soon thereafter as practicable.
 The Company hereby authorizes Nicholas Arruda, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.
 Please contact Nicholas Arruda of Dorsey & Whitney LLP at (416) 367-7377 with any questions with respect to this request.

 Sincerely,

 DEFSEC TECHNOLOGIES INC.

 /s/ Jennifer Welsh

 Jennifer Welsh

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Sean Homuth
Chief Executive Officer
DEFSEC Technologies Inc.
80 Hines Rd, Suite 300, Ottawa
Ontario, K2K 2T8

 Re: DEFSEC Technologies Inc.
 Draft Registration Statement on Form F-1
 Submitted July 14, 2025
 CIK No. 0001889823
Dear Sean Homuth:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    March 3, 2025

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-3

    Filed February 26, 2025

    (SEC File No. 333-285263)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (File No. 333-285263), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on March 4, 2025, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

                Sincerely,

                KWESST MICRO SYSTEMS INC.

                /s/  Jennifer Welsh

                Jennifer Welsh

                Chief Financial Officer

February 28, 2025
Sean Homuth
Principal Executive Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent
Unit #1, Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-3
Filed February 26, 2025
File No. 333-285263
Dear Sean Homuth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Raymer, Esq.

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    November 29, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-3

    Filed November 29, 2024

    (SEC File No. 333-283343)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (File No. 333-283343), and permit said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on December 2, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

                    Sincerely,

                    KWESST MICRO SYSTEMS INC.

                    /s/ Kris Denis

                    Kris Denis

                    Interim Chief Financial Officer

November 25, 2024
Sean Homuth
Chief Executive Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent,
Unit #1, Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-3
Filed November 19, 2024
File No. 333-283343
Dear Sean Homuth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Raymer, Esq.

CORRESP
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    October 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:  Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-282626)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-282626), and permit said Registration Statement to become effective at 5:30 p.m. (Eastern Time) on October 30, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer and Nicholas Arruda, attorneys with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer at (416) 367-7388 or Nicholas Arruda at (416) 367-7377 with any questions with respect to this request.

                Sincerely,

                KWESST MICRO SYSTEMS INC.

                /s/ Kris Denis

                Kris Denis

                Interim Chief Financial Officer

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    October 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Washington, DC 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-282626) (the "Registration Statement")

    Ladies and Gentlemen:

    ThinkEquity LLC ("ThinkEquity"), solely acting as placement agent on a best efforts basis in an offering pursuant to the Registration Statement, hereby concurs in the request by the Company that the effective date of the above-referenced Registration Statement be accelerated to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on October 30, 2024, pursuant to Rule 461 under the Securities Act. ThinkEquity affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,

THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    October 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:  Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-282626)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-282626), and permit said Registration Statement to become effective at 11:00 a.m. (Eastern Time) on October 30, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer and Nicholas Arruda, attorneys with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer at (416) 367-7388 or Nicholas Arruda at (416) 367-7377 with any questions with respect to this request.

                Sincerely,

                KWESST MICRO SYSTEMS INC.

                /s/ Kris Denis

                Kris Denis

                Interim Chief Financial Officer

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    October 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Washington, DC 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-282626) (the "Registration Statement")

    Ladies and Gentlemen:

    ThinkEquity LLC ("ThinkEquity"), solely acting as placement agent on a best efforts basis in an offering pursuant to the Registration Statement, hereby concurs in the request by the Company that the effective date of the above-referenced Registration Statement be accelerated to 11:00 A.M. (Eastern Time), or as soon as practicable thereafter, on October 30, 2024, pursuant to Rule 461 under the Securities Act. ThinkEquity affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,

THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    October 29, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:  Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-282626)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-282626), and permit said Registration Statement to become effective at 5:30 p.m. (Eastern Time) on October 29, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer and Nicholas Arruda, attorneys with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer at (416) 367-7388 or Nicholas Arruda at (416) 367-7377 with any questions with respect to this request.

            Sincerely,

                KWESST MICRO SYSTEMS INC.

                /s/ Kris Denis

                Kris Denis

                Interim Chief Financial Officer

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    October 29, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Washington, DC 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-282626) (the "Registration Statement")

    Ladies and Gentlemen:

    ThinkEquity LLC ("ThinkEquity"), solely acting as placement agent on a best efforts basis in an offering pursuant to the Registration Statement, hereby concurs in the request by the Company that the effective date of the above-referenced Registration Statement be accelerated to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on October 29, 2024, pursuant to Rule 461 under the Securities Act. ThinkEquity affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

            Very truly yours,

            THINKEQUITY LLC

            By:
            /s/ Eric Lord

            Name: Eric Lord

            Title: Head of Investment Banking

October 17, 2024
Sean Homuth
Chief Executive Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-1
Filed October 15, 2024
File No. 333-282626
Dear Sean Homuth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Raymer, Esq.

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    September 10, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-3

    Filed September 6, 2024

    (SEC File No. 333-281960)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (File No. 333-281960), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on September 12, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

            Sincerely,

            KWESST MICRO SYSTEMS INC.

            /s/ Kris Denis

            Kris Denis

            Interim Chief Financial Officer

September 10, 2024
Sean Homuth
Chief Executive Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent,
Unit #1, Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form S-3
Filed September 6, 2024
File No. 333-281960
Dear Sean Homuth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Raymer, Esq.

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    March 1, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-3

    Filed February 20, 2024

    (SEC File No. 333-277196)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (File No. 333-277196), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on  March 4, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Sincerely,

    KWESST Micro Systems Inc..

    /s/ Sean Homuth

    Sean Homuth

    Chief Executive Officer

United States securities and exchange commission logo
February 27, 2024
Sean Homuth
Chief Executive Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent
Unit #1, Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-3
Filed February 20, 2024
File No. 333-277196
Dear Sean Homuth:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer, Esq.

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    August 8, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    Filed August 2, 2023

    (SEC File No. 333-273588)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-273588), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on August 9, 2023, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Sincerely,

    KWESST Micro Systems Inc..

    /s/ Sean Homuth

    Sean Homuth

    Chief Financial Officer

United States securities and exchange commission logo
August 8, 2023
Sean Homuth
Chief Financial Officer
KWESST Micro Systems Inc.
155 Terence Matthews Crescent,
Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-1
Filed August 2, 2023
File No. 333-273588
Dear Sean Homuth:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Nicholas Arruda

CORRESP
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    KWESST Micro Systems Inc.

    155 Terence Matthews Crescent

    Unit #1, Ottawa, Ontario, K2M 2A8

    December 1, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn: Jan Woo

    Patrick Faller

    Melissa Kindelan

    Christine Dietz

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-266897)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the United States Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-266897), and permit said Registration Statement to become effective at 5:00 p.m. Eastern Time on December 5, 2022, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

            Sincerely,

            KWESST MICRO SYSTEMS INC.

            /s/ Steve Archambault

            Steve Archambault

            Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    December 1, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity 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 December 5, 2022 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, 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,

THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    December 1, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

            RE:
            KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")
Withdrawal of Prior Acceleration Request

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on November 30, 2022, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on December 1, 2022. We are no longer requesting that the Registration Statement be declared effective on December 1, 2022 at 5:00 p.m. Eastern time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

            Very truly yours,

             THINKEQUITY LLC

            By:
            /s/ Eric Lord

            Name: Eric Lord

            Title: Head of Investment Banking

CORRESP
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    December 1, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: KWESST Micro Systems Inc.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

     KWESST Micro Systems Inc. (the "Company") hereby respectfully withdraws its request, dated November 30, 2022, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday December 1, 2022. The Company intends to submit a revised acceleration request at a later date.

    *****

    If you should have any questions regarding this request, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault
Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    Are required

    KWESST Micro Systems Inc.

    155 Terence Matthews Crescent

    Unit #1, Ottawa, Ontario, K2M 2A8

    November 30, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn:  Jan Woo

     Patrick Faller

     Melissa Kindelan

     Christine Dietz

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-266897)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the United States Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-266897), and permit said Registration Statement to become effective at 5:00 p.m. Eastern Time on December 1, 2022, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

            Sincerely,

            KWESST MICRO SYSTEMS INC.

            /s/ Steve Archambault

            Steve Archambault

            Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
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    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 30, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity 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 December 1, 2022 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, 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,

                THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 30, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: KWESST Micro Systems Inc.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

     KWESST Micro Systems Inc. (the "Company") hereby respectfully withdraws its request, dated November 25, 2022, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, November 29, 2022, which was modified orally by the Company's United States legal counsel to request the Registration Statement be declared effective on November 30, 2022 at 5:00 p.m. Eastern time. The Company intends to submit a revised acceleration request at a later date.

    *****

    If you should have any questions regarding this request, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

            Sincerely,

            KWESST Micro Systems Inc.

            /s/ Steve Archambault

            Steve Archambault
Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 30, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")

                Registration Statement on Form F-1

                (File No. 333-266897) (the "Registration Statement")

                Withdrawal of Prior Acceleration Request

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on November 25, 2022, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on November 29, 2022, which was modified orally by the Company's United States legal counsel to request the Registration Statement be declared effective at 5:00 p.m. Eastern time on November 30, 2022. We are no longer requesting that the Registration Statement be declared effective on November 30, 2022 at 5:00 p.m. Eastern time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

                Very truly yours,

                THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    KWESST Micro Systems Inc.

    155 Terence Matthews Crescent

    Unit #1, Ottawa, Ontario, K2M 2A8

    November 25, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn: Jan Woo

     Patrick Faller

     Melissa Kindelan

     Christine Dietz

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-266897)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the United States Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-266897), and permit said Registration Statement to become effective at 5:00 p.m. Eastern Time on November 29, 2022, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

            Sincerely,

            KWESST MICRO SYSTEMS INC.

            /s/ Steve Archambault _________________

            Steve Archambault

            Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 25, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity 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 November 29, 2022 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, 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,

                THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 21, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")

                Registration Statement on Form F-1

                (File No. 333-266897) (the "Registration Statement")

                Withdrawal of Prior Acceleration Request

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on November 18, 2022, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on November 22, 2022. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

            Very truly yours,

            THINKEQUITY LLC

            By:
            /s/ Eric Lord

            Name: Eric Lord

            Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 21, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: KWESST Micro Systems Inc.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

     KWESST Micro Systems Inc. (the "Company") hereby respectfully withdraws its request, dated November 18, 2022, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, November 22, 2022. The Company intends to submit a revised acceleration request at a later date.

    *****

    If you should have any questions regarding this request, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,
KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault

                Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 18, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                RE:

                KWESST Micro Systems Inc.  ("Company")
Registration Statement on Form F-1
(File No. 333-266897) (the "Registration Statement")

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity 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 November 22, 2022 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, 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,

                THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    KWESST Micro Systems Inc.
155 Terence Matthews Crescent
Unit #1, Ottawa, Ontario, K2M 2A8

    November 18, 2022

    VIA EDGAR

                United States Securities and Exchange Commission

                Division of Corporation Finance

                100 F Street, N.E.

                Washington, D.C.  20549

                Attn: Jan Woo

                          Patrick Faller

                          Melissa Kindelan

                          Christine Dietz

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-266897)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the United States Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-266897), and permit said Registration Statement to become effective at 5:00 p.m. Eastern Time on November 22, 2022, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Sincerely,

    KWESST MICRO SYSTEMS INC.

    /s/ Steve Archambault

    Steve Archambault

    Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 17, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

    RE: KWESST Micro Systems Inc.  ("Company")
 Registration Statement on Form F-1
 (File No. 333-266897) (the "Registration Statement")
 Withdrawal of Prior Acceleration Request

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on November 16, 2022, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on November 17, 2022. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

            Very truly yours,

THINKEQUITY LLC

            By:
            /s/ Eric Lord

            Name: Eric Lord

            Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 17, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: KWESST Micro Systems Inc.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

     KWESST Micro Systems Inc. (the "Company") hereby respectfully withdraws its request, dated November 16, 2022, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday, November 17, 2022. The Company intends to submit a revised acceleration request at a later date.

    *****

    If you should have any questions regarding this request, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault
Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    ThinkEquity LLC

    17 State Street, 41st Floor

    New York, NY 10004

    November 16, 2022

    VIA EDGAR

    Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

    RE: KWESST Micro Systems Inc.  ("Company")

    Registration Statement on Form F-1

    (File No. 333-266897) (the "Registration Statement")

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity 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 November 17, 2022 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, 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,

                THINKEQUITY LLC

                By:

                /s/ Eric Lord

                Name: Eric Lord

                Title: Head of Investment Banking

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    KWESST Micro Systems Inc.

    155 Terence Matthews Crescent

    Unit #1, Ottawa, Ontario, K2M 2A8

    November 16, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn: Jan Woo

    Patrick Faller

    Melissa Kindelan

    Christine Dietz

    Re: Request for Acceleration - KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    (SEC File No. 333-266897)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the United States Securities Act of 1933, as amended, KWESST Micro Systems Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-266897), and permit said Registration Statement to become effective at 5:00 p.m. Eastern Time on November 17, 2022, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Sincerely,

    KWESST MICRO SYSTEMS INC.

    /s/ Steve Archambault

    Steve Archambault

    Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 16, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: KWESST Micro Systems Inc.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

    Further to the phone conversation between Dorsey & Whitney LLP and Jan Woo in connection with the above-referenced Amendment No. 5 to the Registration Statement on Form F-1 of KWESST Micro Systems Inc. (the "Company" or "we,") filed on November 14, 2022, we confirm that the risk factor on page 17 with respect to the forum provisions contained in the warrant certificate, pre-funded warrant certificate and warrant agency agreement will be amended to the following in the prospectus to be filed pursuant to Rule 424(b)(4):

    The Form of Warrant Certificate and the Form of Pre-funded Warrant Certificate designate the state and federal courts sitting in the City of New York, Borough of Manhattan as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of Warrants or Pre-funded Warrants, as the case may be. The warrant agency agreement designates that disputes relating to such agreement may be litigated in courts located within the Borough of Manhattan in the City of New York. In all three instances, the forum provisions could limit the ability of holders of Warrants and Pre-funded Warrants, as applicable, to obtain a favorable judicial forum for disputes with the Company.

    The Form of Warrant Certificate and Form of Pre-funded Warrant Certificate provide that (i) all questions concerning the construction, validity, enforcement and interpretation of the Warrant and Pre-funded Warrant, as applicable, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof, (ii) all legal proceedings concerning the interpretation, enforcement and defense of the Warrant and Pre-funded Warrant, as applicable, shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the "New York Courts") and (iii) that each party to the Warrant and Pre-funded Warrant, as applicable, irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute under the Warrant and Pre-funded Warrant, as applicable, or in connection therewith or with any transaction contemplated thereby or discussed therein (including with respect to the enforcement of any provision under the Warrant and Pre-funded Warrant, as applicable), and irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such Proceeding.

        November 16, 2022

        Page 2

    The warrant agency agreement to be entered into with Continental Stock Transfer & Trust (the "Warrant Agency Agreement") provides that all actions and proceedings relating to or arising from, directly or indirectly, the Warrant Agency Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York.

    Notwithstanding the foregoing, these provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum.

    Any person or entity purchasing or otherwise acquiring any interest in the Warrants or Pre-funded Warrants, as applicable, will be deemed to have notice of and to have consented to the forum provisions in the applicable agreement. If any action, the subject matter of which is within the scope the forum provisions of the applicable agreement, is filed in a court other than a court of the State of New York (a “foreign action”) in the name of any holder of the Warrants or Pre-funded Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the New York Courts in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

    These forum provision may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company, which may discourage such lawsuits. Alternatively, if a court were to find these provisions inapplicable or unenforceable with respect to one or more actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations. See "Description of our Securities" and "Market for our Common Shares."

    *****

        November 16, 2022

        Page 3

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,
KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault
Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 14, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re:  Responses to the Securities and Exchange Commission

    Staff Comments dated November 9, 2022, regarding

    KWESST Micro Systems Inc.

    Amendment No. 4 to Registration Statement on Form F-1

    Filed November 7, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the November 9, 2022, letter regarding the above-referenced Amendment No.4 to the Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") filed on November 7, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 5 to the Registration Statement on Form F-1 (the "Form F-1/A") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1/A.

        November 14, 2022
Page 2

    Our responses are as follows:

    Amendment No. 4 to Registration Statement on Form F-1 Filed November 7, 2022

    Dilution, page 98

    Staff Comment No. 1.

    Your revised disclosure on page 98 does not indicate whether the warrants to purchase 191,673 Common Shares are excluded or included in the calculations. Please advise or revise.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 98 to indicate that the warrants to purchase 191,673 Common Shares are excluded from the calculations.

    Lock-up Agreements, page 99

    Staff Comment No. 2.

    We note that the form of lock-up agreement filed as an exhibit to your underwriting agreement contains exceptions to the lock-up agreement that are not disclosed in your prospectus. Revise your disclosure to note each of the exceptions contained in the lock-up agreement.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 99 and page 102 to identify each of the exceptions contained in the form of lock-up agreement.

    Financial Statements, page 125

    Staff Comment No. 3.

    You disclose that on October 28, 2022 a 1-for-70 reverse stock split became effective. Please revise the financial statements to reflect the reverse stock split. Also, revise to include a note which discloses the retroactive treatment and the date the change became effective. Refer to SAB Topic 4C and paragraph 64 of IAS 33.

    Company's Response:

    In response to the Staff's comment, we have revised the financial statements to reflect the reverse stock split and have included a note which discloses the retroactive treatment and the date the change became effective.

        November 14, 2022
Page 3

    Exhibits

    Staff Comment No. 4.

    Counsel opines in the legal opinion filed as Exhibit 5.1 that the shares "will be validly issued as fully paid and non-assessable common shares in the capital" of the company. Please have counsel revise its opinion to state that the shares will be "legally (or validly) issued; fully paid; and non-assessable." Refer to II.B.1 of Staff Legal Bulletin No. 19 for further guidance. We also note counsel makes certain assumptions about due authorization by the registrant of all requisite corporate action. Please have counsel clarify that it has not assumed that the registrant has taken all corporate actions necessary to authorize the issuance of the securities. Refer to II.B.3.a of Staff Legal Bulletin No. 19.

    Company's Response:

    In response to the Staff's comment, the legal opinion filed as Exhibit 5.1 has been revised.

    Staff Comment No. 5.

    We further note that counsel's legal opinion filed as Exhibit 5.2 opines only with respect to the components underlying the units. Counsel must opine not solely on the components of the units but also the units themselves. Please provide a binding obligation opinion with respect to the legality of the units. Alternatively, to the extent counsel believes the units should be treated in a similar fashion as shares of capital stock under applicable state law, the opinion may provide that the units are legally issued, fully paid and nonassessable. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.

    Company's Response:

    In response to the Staff's comment, the legal opinion filed as Exhibit 5.2 has been revised.

    Staff Comment No. 6.

    We note that the Warrant Agreement, Form of Warrant, and Form of Pre-funded Warrant filed as Exhibits 4.2, 4.3 and 4.4, respectively, include exclusive forum provisions. Please disclose in your prospectus whether these provisions apply to actions arising under the Securities Act or Exchange Act, including how the provisions may impact investors and any material risks arising therefrom, as applicable. If the provisions apply to actions arising under the Securities Act or Exchange Act, please state that there is uncertainty as to whether a court would enforce such provisions. If the provisions apply to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

    Company's Response:

    In response to the Staff's comment, we have added a risk factor on page 17 and have revised the disclosure on pages 109 and 110 to indicate that the noted forum provisions do not apply to actions arising under the Securities Act or Exchange Act and that these provisions may impact investors, including the material risks arising therefrom.

    The Company further notes that the exclusive forum provisions in the  Form of Warrant and the Form of Pre-funded Warrant, by their respective terms, applies only to prescribe the forum for the "interpretation, enforcement and defense" of the Warrant and Pre-funded Warrant. In the case of the Warrant Agent Agreement, the forum provision specifies that "actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York."

    It is the Company's view that the scope of the provisions are clearly limited to claims falling within these specified categories and do not by their terms apply to limit in any manner claims brought under federal securities laws, in which case United States federal courts have exclusive jurisdiction. In light of the plain text of the noted provisions and the Company's interpretation thereof, the Company has included disclosure making clear that the provisions do not apply to securities claims but has not modified the terms of the provisions.

    *****

        November 14, 2022
Page 4

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault

                Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
November 9, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Amendment No. 4 to Registration Statement on Form F-1
Filed November 7, 2022
File No. 333-266897
Dear Jeffrey MacLeod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1 Filed November 7, 2022
Dilution, page 98
1.Your revised disclosure on page 98 does not indicate whether the warrants to purchase
191,673 Common Shares are excluded or included in the calculations.  Please advise or
revise.
Lock-up Agreements, page 99
2.We note that the form of lock-up agreement filed as an exhibit to your underwriting
agreement contains exceptions to the lock-up agreement that are not disclosed in your
prospectus.  Revise your disclosure to note each of the exceptions contained in the lock-up
agreement.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 November 9, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
November 9, 2022
Page 2
Financial Statements, page 125
3.You disclose that on October 28, 2022 a 1-for-70 reverse stock split became effective.
Please revise the financial statements to reflect the reverse stock split.  Also, revise to
include a note which discloses the retroactive treatment and the date the change became
effective.  Refer to SAB Topic 4C and paragraph 64 of IAS 33.
Exhibits
4.Counsel opines in the legal opinion filed as Exhibit 5.1 that the shares "will be validly
issued as fully paid and non-assessable common shares in the capital" of the company.
Please have counsel revise its opinion to state that the shares will be "legally (or validly)
issued; fully paid; and non-assessable."  Refer to II.B.1 of Staff Legal Bulletin No. 19 for
further guidance.  We also note counsel makes certain assumptions about due
authorization by the registrant of all requisite corporate action.  Please have counsel
clarify that it has not assumed that the registrant has taken all corporate actions necessary
to authorize the issuance of the securities.  Refer to II.B.3.a of Staff Legal Bulletin No. 19.
5.We further note that counsel's legal opinion filed as Exhibit 5.2 opines only with respect
to the components underlying the units.  Counsel must opine not solely on the components
of the units but also the units themselves.  Please provide a binding obligation opinion
with respect to the legality of the units.  Alternatively, to the extent counsel believes the
units should be treated in a similar fashion as shares of capital stock under applicable state
law, the opinion may provide that the units are legally issued, fully paid and non-
assessable.  Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.
6.We note that the Warrant Agreement, Form of Warrant, and Form of Pre-funded Warrant
filed as Exhibits 4.2, 4.3 and 4.4, respectively, include exclusive forum provisions.  Please
disclose in your prospectus whether these provisions apply to actions arising under the
Securities Act or Exchange Act, including how the provisions may impact investors and
any material risks arising therefrom, as applicable.  If the provisions apply to actions
arising under the Securities Act or Exchange Act, please state that there is uncertainty as
to whether a court would enforce such provisions.  If the provisions apply to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 November 9, 2022 Page 3
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
November 9, 2022
Page 3
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    November 7, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: Responses to the Securities and Exchange Commission

    Staff Comments dated November 3, 2022, regarding

    KWESST Micro Systems Inc.

    Amendment No. 3 to Registration Statement on Form F-1

    Filed October 24, 2022

    File No. 333-266897

    Dear Ladies and Gentlemen:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the November 3, 2022, letter regarding the above-referenced Amendment No.3 to the Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") filed on October 24, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 4 to the Registration Statement on Form F-1 (the "Form F-1/A") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1/A.

        November 7, 2022

        Page 2

    Our responses are as follows:

    Amendment No. 3 to Registration Statement on Form F-1 filed October 24, 2022

    General

    Staff Comment No. 1.

    You disclose that if Nasdaq does not approve the listing of your Common Shares and Warrants, you will not proceed with your offering. Clarify, if true, that your ability to meet Nasdaq's initial listing criteria is contingent on the sale of your entire offering of common units and disclose any related risks. Please also disclose whether the initial approval for listing of your shares and warrants on Nasdaq is a condition precedent to the underwriter's obligation to purchase your shares.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on the cover page and pages 8, 11 and 109 and added a risk factor on page 17 regarding our ability to meet Nasdaq's initial listing criteria being contingent on the sale of the entire offering of Common Units and that the initial approval for the listing of our Common Shares and warrants on Nasdaq is a condition precedent to the underwriter's obligation to purchase the securities being offered.

    Risk Factors, page 16

    Staff Comment No. 2.

    We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 8 and added a risk factor on page 33 addressing the potential for rapid and substantial price volatility particular to our offering and have further disclosed the associated risks that investors may experience when investing in a stock in which the price is changing rapidly.

        November 7, 2022

        Page 3

    Our inability to comply with Nasdaq's continued listing requirements could result in our Common Shares or Warrants being delisted. . ., page 17

    Staff Comment No. 3.

    Your revisions indicate that you have increased the extent of your planned reverse stock split. Please expand your risk factor disclosure to specifically address any risks related to the reverse stock split. For example, advise whether there is a risk that you may not be able to maintain the minimum bid price requirement for continued listing on Nasdaq notwithstanding the reverse stock split or any potential impact on the liquidity of your common stock.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 8, added a risk factor on page 16 and added a risk factor on page 17 to specifically address the risks related to the Reverse Split.

    Dilution, page 98

    Staff Comment No. 4.

    Please clarify whether the 837 common shares issuable upon conversion of the 837 agent option units are included or excluded from the calculations presented on page 98. Further, specify the agent to whom and agreement pursuant to which the "agent option units" have been or will be issued.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 98 to clarify that the 837 common shares issuable upon conversion of the agent option units are excluded from the dilution calculations. We have also identified the agent to whom, and agreement pursuant to which, the "agent option units" were issued.

    *****

        November 7, 2022

        Page 4

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault

                Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
November 3, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed October 24, 2022
File No. 333-266897
Dear Jeffrey MacLeod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1 Filed October 24, 2022
General
1.You disclose that if Nasdaq does not approve the listing of your Common Shares and
Warrants, you will not proceed with your offering.  Clarify, if true, that your ability to
meet Nasdaq's initial listing criteria is contingent on the sale of your entire offering of
common units and disclose any related risks.  Please also disclose whether the initial
approval for listing of your shares and warrants on Nasdaq is a condition precedent to the
underwriter's obligation to purchase your shares.
Risk Factors, page 16
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 November 3, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
November 3, 2022
Page 2
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Our inability to comply with Nasdaq's continued listing requirements could result in our
Common Shares or Warrants being delisted. . ., page 17
3.Your revisions indicate that you have increased the extent of your planned reverse stock
split.  Please expand your risk factor disclosure to specifically address any risks related to
the reverse stock split.  For example, advise whether there is a risk that you may not be
able to maintain the minimum bid price requirement for continued listing on Nasdaq
notwithstanding the reverse stock split or any potential impact on the liquidity of your
common stock.
Dilution, page 98
4.Please clarify whether the 837 common shares issuable upon conversion of the 837 agent
option units are included or excluded from the calculations presented on page 98.  Further,
specify the agent to whom and agreement pursuant to which the "agent option units" have
been or will be issued.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    October 24, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: Responses to the Securities and Exchange Commission

     Staff Comments dated October 20, 2022, regarding

     KWESST Micro Systems Inc.

     Amendment No. 2 to Registration Statement on Form F-1

     Filed October 5, 2022

     File No. 333-266897

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the October 20, 2022, letter regarding the above-referenced Amendment No.2 to the Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") filed on October 5, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 3 to the Registration Statement on Form F-1 (the "Form F-1/A") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1/A.

        October 24, 2022
Page 2

    Our responses are as follows:

    Amendment No. 2 to Registration Statement on Form F-1 filed October 5, 2022

    Dilution, page 97

    Staff Comment No. 1.

    Please revise to state the historical net tangible book value as of June 30, 2022.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 97 to state the historical net tangible book value as of June 30, 2022.

    General

    Staff Comment No. 2.

    Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-Fand Instruction 2 thereto.

    Company's Response:

    In response to the Staff's comment, we have filed the Representation pursuant to Item 8.A.4 of Form 20-F as Exhibit 99.1 to the Form F-1/A.

    *****

        October 24, 2022
Page 3

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault

                Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
October 20, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed October 5, 2022
File No. 333-266897
Dear Jeffrey MacLeod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Dilution, page 97
1.Please revise to state the historical net tangible book value as of June 30, 2022.
General
2.Please update your financial statements, or file as an exhibit to the filing the necessary
representations as to why such update is not necessary.  Refer to Item 8.A.4 of Form 20-F
and Instruction 2 thereto.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 October 20, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
October 20, 2022
Page 2
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

        SUBMISSION VIA EDGAR

        October 5, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: Responses to the Securities and Exchange Commission

    Staff Comments dated September 28, 2022, regarding

    KWESST Micro Systems Inc.

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

    Filed September 16, 2022

    File No. 333-266897

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the September 28, 2022, letter regarding the above-referenced Amendment No.1 to the Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") filed on September 16, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement on Form F-1 (the "Form F-1/A") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1/A.

    Our responses are as follows:

    Amendment No. 1 to Registration Statement on Form F-1 filed September 16, 2022

    Capitalization and Indebtedness, page 37

    Staff Comment No. 1.

    Please revise to reflect the $400,000 unsecured loans issued on August 29, 2022 and the CAD$344,000 common shares issued on July 14, 2022, in a separate column before the column "As adjusted for IPO". Further, revise the "As adjusted for IPO" column to reflect the repayment of outstanding loans from the proceeds of the offering, as disclosed on page 38. Similar revisions should be made to the disclosures on page 15. Also, revise your dilution disclosures on page 97 to give effect to these transactions.

        October 5, 2022
Page 2

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on pages 15, 16, 37, 97 and 98 to give effect to the noted transactions.

    Use of Proceeds, page 38

    Staff Comment No. 2.

    We note your revised disclosure stating that a portion of the proceeds from your offering will be used to repay outstanding loans. To the extent known, please revise here and in the prospectus summary to indicate the amount of proceeds that will be used to repay outstanding loans. If a material part of the proceeds will be used to repay indebtedness, please describe the interest rate and maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form 20-F.

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on pages 12 and 38 to disclose that proceeds from the Canadian Offering will be used primarily to repay outstanding loans, the interest rate and maturity of the loans and the uses of proceeds from such loans. We have also disclosed that if the Canadian Offering does not close, USD$0.22 million of the net proceeds from this offering will be used to repay one of the two unsecured loans issued in August 2022.

    Material Contracts, page 115

    Staff Comment No. 3.

    We note you do not identify the lenders party to your March 2022 or August 2022 unsecured loan agreements nor are they identified in the loan agreements filed as Exhibits 10.10 or 10.18 to your registration statement. Please identify the lenders party to these agreements in your disclosure or advise. Refer to Item 10.C of Form 20-F. We also note your disclosure that the "Second Loan contains certain provisions allowing us to apply to the TSX Venture Exchange to repay the principal amount by issuing Common Shares in accordance with the rules and regulations of the TSX Venture Exchange." Please file a copy of each August 2022 loan agreement as an exhibit to your registration statement or advise.

        October 5, 2022
Page 3

    Company's Response:

    In response to the Staff's comment, we have revised our disclosure on page 115 to identify the lenders. The August 2022 loan agreements have been filed as Exhibits 10.18 and 10.19.

    General

    Staff Comment No. 4.

    The revisions to your registration statement indicate that you intend to conduct your registered public offering in the United States concurrently with a Canadian offering pursuant to the exclusion from the registration requirements of the Securities Act afforded by Rule 903 of Regulation S. We note that you have published offering information on your company website about your concurrent Regulation S offering. Please confirm that you are taking steps to distinguish the Regulation S and U.S. domestic offering materials and tell us how you will comply with the prohibition on directed selling efforts in Regulation S to the extent the offering material on the website could be deemed to have the effect of conditioning the market in the United States.

    Company's Response:

    The Company confirms that it is taking steps to distinguish the Regulation S and U.S. domestic offering materials. The publication of the September 13, 2022 news release relating to the Canadian Offering on the Company’s website does not constitute directed selling efforts because it satisfies the criteria set forth in Rule 902(c)(3) of Regulation S.

    “Directed selling efforts” is defined in Rule 902(c)(1) of Regulation S as “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on this Regulation S. However, Rule 902(c)(3)(i) of Regulation S provides that “[p]lacing an advertisement required to be published under U.S. or foreign law…provided the advertisement contains no more information than legally required and includes a statement to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements” does not constitute directed selling efforts. In this case, (i) the posting of the September 13, 2022 news release on the Company’s website was consistent with National Policy 51-201 - Disclosure Standards, (ii) the news release contains no more information than required under applicable Canadian laws and the rules of the TSXV and (iii) the news release contains the following language:

    This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the “United States” or to “U.S. persons” (each as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and all applicable state securities laws or an exemption from such registration requirements is available.

        October 5, 2022
Page 4

    Additionally, the title and contents of the news release make it clear that the Canadian Offering is directed only to Canada. For example, the title of the news release is  “KWESST Announces Public Offering of Units in Canada - KWESST” [emphasis added], the first sentence states that the Company “…announced today that it has commenced an underwritten public offering in Canada …” [emphasis added] and the second and third paragraphs distinguish the Canadian and U.S. domestic offerings, all of which constitute “procedures reasonably designed to avoid targeting the United States” as set out in Release 33-7516 by making it clear that the Canadian Offering described in the news release relates to “countries other than the United States.”

    Accordingly, the Company has taken, and will continue to take, precautions and implement procedures to ensure that any information appearing on any portion of its website will not create the impression that the Canadian Offering is directed towards conditioning the United States market for the securities being offered in the Canadian Offering.

    The Company further notes that the dissemination of the September 13, 2022 news release did not constitute directed selling efforts because (i) consistent with Rule 902(c)(1)&(2) of Regulation S, it was not disseminated through a publication “with a general circulation in the United States”; (ii) it included express language that the news release was “NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES”; (iii) the Company’s third-party distributor of news releases was explicitly instructed not to disseminate the new release in the United States or to United States newswire services; and (iv) the Company did not upload the news release to OTCIQ.

    Moving forward, the posting of Canadian Offering materials, if any, on the Company’s website and the dissemination of news releases relating to the Canadian Offering will be consistent with the foregoing. Furthermore, the offering documents for the Canadian Offering will include appropriate representations, warranties and covenants by the Company and Canadian Underwriter, as applicable, to conduct the Canadian Offering in accordance with Rule 903 of Regulation S, including the prohibition on the use of directed selling efforts.

    Staff Comment No. 5.

    Please revise your cover page and disclosure throughout the prospectus to indicate, if true, that there is no assurance that the Canadian offering will close and that you will receive $3 million from the Canadian offering.

    Company's Response:

    In response to the Staff’s comment, we have revised our disclosure on the cover page and pages 12, 15, 16, 37 and 38 to indicate there is no assurance the Canadian Offering will close or that we will receive USD$3,000,000 from the Canadian Offering.

    *****

        October 5, 2022
Page 5

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

            Sincerely,

            KWESST Micro Systems Inc.

            /s/ Steve Archambault

            Steve Archambault

            Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
September 28, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 16, 2022
File No. 333-266897
Dear Mr. MacLeod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed September 16, 2022
Capitalization and Indebtedness, page 37
1.Please revise to reflect the $400,000 unsecured loans issued on August 29, 2022 and the
CAD$344,000 common shares issued on July 14, 2022, in a separate column before the
column "As adjusted for IPO".  Further, revise the "As adjusted for IPO" column to reflect
the repayment of outstanding loans from the proceeds of the offering, as disclosed on page
38.  Similar revisions should be made to the disclosures on page 15.  Also, revise your
dilution disclosures on page 97 to give effect to these transactions.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 September 28, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
September 28, 2022
Page 2
Use of Proceeds, page 38
2.We note your revised disclosure stating that a portion of the proceeds from your offering
will be used to repay outstanding loans.  To the extent known, please revise here and in
the prospectus summary to indicate the amount of proceeds that will be used to repay
outstanding loans. If a material part of the proceeds will be used to repay
indebtedness, please describe the interest rate and maturity of such indebtedness and, for
indebtedness incurred within the past year, the uses to which the proceeds of such
indebtedness were put.  Refer to Item 3.C.4 of Form 20-F.
Material Contracts, page 115
3.We note you do not identify the lenders party to your March 2022 or August 2022
unsecured loan agreements nor are they identified in the loan agreements filed as Exhibits
10.10 or 10.18 to your registration statement.  Please identify the lenders party to these
agreements in your disclosure or advise.  Refer to Item 10.C of Form 20-F.  We also note
your disclosure that the "Second Loan contains certain provisions allowing us to apply to
the TSX Venture Exchange to repay the principal amount by issuing Common Shares in
accordance with the rules and regulations of the TSX Venture Exchange."  Please file a
copy of each August 2022 loan agreement as an exhibit to your registration statement or
advise.
General
4.The revisions to your registration statement indicate that you intend to conduct
your registered public offering in the United States concurrently with a Canadian
offering pursuant to the exclusion from the registration requirements of the Securities Act
afforded by Rule 903 of Regulation S.  We note that you have published offering
information on your company website about your concurrent Regulation S offering.
Please confirm that you are taking steps to distinguish the Regulation S and U.S. domestic
offering materials and tell us how you will comply with the prohibition on directed selling
efforts in Regulation S to the extent the offering material on the website could be deemed
to have the effect of conditioning the market in the United States.
5.Please revise your cover page and disclosure throughout the prospectus to indicate, if
true, that there is no assurance that the Canadian offering will close and that you will
receive $3 million from the Canadian offering.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 September 28, 2022 Page 3
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
September 28, 2022
Page 3
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    September 16, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: Responses to the Securities and Exchange Commission

    Staff Comments dated August 26, 2022, regarding

    KWESST Micro Systems Inc.

    Registration Statement on Form F-1

    Filed August 16, 2022

    File No. 333-266897

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the August 26, 2022, letter regarding the above-referenced Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") filed on August 16, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form F-1 (the "Form F-1/A") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1/A.

    Our responses are as follows:

    Registration Statement on Form F-1 filed August 16, 2022

    Cover Page

    Staff Comment No. 1.

    We note your revisions disclosing an assumed price of USD$6.77 per Common Unit (with each Pre-funded Unit to be equal to the price per Common Unit minus USD$0.01). We also note your disclosure that the "actual public offering price per Common Unit and Prefunded Unit, as the case may be, will not be determined by any particular formula but will rather be determined through negotiations between us and the underwriter at the time of pricing." If you do not expect the Common Units will be offered at USD$6.77 per unit, please provide a bona fide price range and revise your disclosures accordingly. Refer to Item 1 of Form F-1 and the instructions to Item 501(b)(3) of Regulation S-K.

        September 16, 2022

        Page 2

    Company's Response:

    In response to the Staff’s comment, we have revised our disclosure on the cover page and pages 16, 37, 38 and 97 to provide a bona fide price range.

    Economic Dependence, page 56

    Staff Comment No. 2.

    We note your response to prior comment 10 indicating that, with respect to your MPSA agreement with GDMS, "KWESST is not dependent on the MPSA and the MPSA is not material to KWESST's business or profitability." Your revised disclosure on page 56 states that this customer contributed nearly 64 percent of your year-to-date revenue for fiscal 2022. Please refer to our prior comment and further clarify how you determined that there are no agreements with your customers that are material. With a view towards revised disclosure, if you do not believe the MPSA agreement is material, please advise whether there are other agreements with GDMS that you view as material given that this customer generated a majority of your recent revenue.

    Company's Response:

    In response to the Staff's comment, we have revised the disclosure on page 52 to disclose the material terms of the MPSA and have filed the MPSA as Exhibit 10.15 to the Form F-1/A.

    Events in the Development of the Business, page 59

    Staff Comment No. 3.

    We note you entered into a three-year contract with Counter-Crisis Technology Inc. Please disclose the contract's termination provision. Tell us what consideration you gave to filing a copy of this agreement as an exhibit to your registration statement. Refer to Items 4.B.6. and 19 of Form 20-F.

    Company's Response:

    In response to the Staff's comment, we have revised the disclosure on page 59 to disclose the contract's termination provision and have filed the contract as Exhibit 10.16 to the Form F-1/A.

        September 16, 2022

        Page 3

    General

    Staff Comment No. 4.

    Your revised disclosure on page 3 indicates that you expect to begin "commercializing" the single-shot PARA OPS device by the end of the fourth quarter of fiscal 2022. However, you disclose on page 65 that the launch of your PARA OPS business line is expected "during the third quarter of Fiscal 2022." Further, it appears that you expect only the single-shot PARA OPS device to launch in fiscal 2022 (while the multi-shot device will enter production in 2023), but you refer to the "anticipated commercial launch of PARA OPS product line in the fourth quarter of Fiscal 2022" on page 56. Please clarify and revise to consistently refer to the production and commercialization timeline for your PARA OPS product line. Further, refer to your disclosure on page 47 showing a "pre-production phase" as part of the "estimate of the additional investment to reach commercialization." Advise whether you consider a product in "pre-production" or "outsourced production" to have reached "commercialization." Make any appropriate updates to your chart on page 47, which shows that the singe-shot device will only achieve pre-production in fiscal 2022 and that outsourced production will not occur until 2023.

    Company's Response:

    In response to the Staff’s comment, we have revised our disclosure on pages 3, 39, and 62 to clarify the timing for the commercialization of the single-shot PARA OPS device. Additionally, we have added disclosure on page 43 to clarify when we consider a product to be in the commercialization stage.

    Staff Comment No. 5.

    We note your disclosure on page 51 that you "do not expect the ARWEN product line to be material to our operations in Fiscal 2023 and thereafter following the roll-out of PARA OPS and other anticipated military contracts." However, you disclose on F-19 that over one-third of your revenues for the three months ended June 30, 2022 were generated by the ARWEN line and you disclose on page 68 that "ARWEN product sales have contributed significantly to our YTD Fiscal 2022 revenues." Given this significant revenue and the fact that your PARA OPS line has yet to reach commercialization, please tell us why you believe you have a reasonable basis to conclude that your ARWEN product line will not be material in fiscal 2023 and thereafter. For guidance, see Item 10(b) of Regulation S-K regarding disclosures accompanying projections, disclosures of revenue without a measure of income, and the basis for projections.

    Company's Response:

    In response to the Staff's comment, we have removed the noted disclosure.

    *****

        September 16, 2022

        Page 4

    Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (613) 319-0537, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.

                Sincerely,

                KWESST Micro Systems Inc.

                /s/ Steve Archambault

                Steve Archambault

                Chief Financial Officer

    cc: Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
August 26, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Registration Statement on Form F-1
Filed August 16, 2022
File No. 333-266897
Dear Mr. MacLeod:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 4, 2022 letter.
Registration Statement on Form F-1 filed August 16, 2022
Cover Page
1.We note your revisions disclosing an assumed price of USD$6.77 per Common Unit (with
each Pre-funded Unit to be equal to the price per Common Unit minus USD$0.01).  We
also note your disclosure that the "actual public offering price per Common Unit and Pre-
funded Unit, as the case may be, will not be determined by any particular formula but will
rather be determined through negotiations between us and the underwriter at the time of
pricing."  If you do not expect the Common Units will be offered at USD$6.77 per unit,
please provide a bona fide price range and revise your disclosures accordingly.  Refer to
Item 1 of Form F-1 and the instructions to Item 501(b)(3) of Regulation S-K.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 26, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 26, 2022
Page 2
Economic Dependence, page 56
2.We note your response to prior comment 10 indicating that, with respect to your MPSA
agreement with GDMS, "KWESST is not dependent on the MPSA and the MPSA is not
material to KWESST's business or profitability."  Your revised disclosure on page 56
states that this customer contributed nearly 64 percent of your year-to-date revenue for
fiscal 2022.  Please refer to our prior comment and further clarify how you determined
that there are no agreements with your customers that are material.  With a view towards
revised disclosure, if you do not believe the MPSA agreement is material, please advise
whether there are other agreements with GDMS that you view as material given that this
customer generated a majority of your recent revenue.
Events in the Development of the Business, page 59
3.We note you entered into a three-year contract with Counter-Crisis Technology Inc.
Please disclose the contract's termination provision.  Tell us what consideration you gave
to filing a copy of this agreement as an exhibit to your registration statement.  Refer to
Items 4.B.6. and 19 of Form 20-F.
General
4.Your revised disclosure on page 3 indicates that you expect to begin "commercializing"
the single-shot PARA OPS device by the end of the fourth quarter of fiscal 2022.
However, you disclose on page 65 that the launch of your PARA OPS business line is
expected "during the third quarter of Fiscal 2022."  Further, it appears that you expect
only the single-shot PARA OPS device to launch in fiscal 2022 (while the multi-shot
device will enter production in 2023), but you refer to the "anticipated commercial launch
of PARA OPS product line in the fourth quarter of Fiscal 2022" on page 56.  Please
clarify and revise to consistently refer to the production and commercialization timeline
for your PARA OPS product line.  Further, refer to your disclosure on page 47 showing a
"pre-production phase" as part of the "estimate of the additional investment to reach
commercialization."  Advise whether you consider a product in "pre-production" or
"outsourced production" to have reached "commercialization."  Make any appropriate
updates to your chart on page 47, which shows that the singe-shot device will only
achieve pre-production in fiscal 2022 and that outsourced production will not occur until
2023.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 26, 2022 Page 3
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 26, 2022
Page 3
5.We note your disclosure on page 51 that you "do not expect the ARWEN product line to
be material to our operations in Fiscal 2023 and thereafter following the roll-out of PARA
OPS and other anticipated military contracts."  However, you disclose on F-19 that over
one-third of your revenues for the three months ended June 30, 2022 were generated by
the ARWEN line and you disclose on page 68 that "ARWEN product sales have
contributed significantly to our YTD Fiscal 2022 revenues."  Given this significant
revenue and the fact that your PARA OPS line has yet to reach commercialization, please
tell us why you believe you have a reasonable basis to conclude that your ARWEN
product line will not be material in fiscal 2023 and thereafter.  For guidance, see Item
10(b) of Regulation S-K regarding disclosures accompanying projections, disclosures of
revenue without a measure of income, and the basis for projections.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer

CORRESP
1
filename1.htm

    KWESST Micro Systems Inc.: CORRESP - Filed by newsfilecorp.com

    SUBMISSION VIA EDGAR

    August 15, 2022

    Division of Corporation Finance

    Office of Technology

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Melissa Kindelan, Christine Dietz, Patrick Faller and Jan Woo

    Re: Responses to the Securities and Exchange Commission

    Staff Comments dated August 4, 2022, regarding

    KWESST Micro Systems Inc.

    Draft Registration Statement on Form F-1

    Submitted July 6, 2022

    CIK No. 0001889823

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the August 4, 2022, letter regarding the above-referenced confidential Draft Registration Statement on Form F-1 (the "Registration Statement") of KWESST Micro Systems Inc. (the "Company", "we," "our," or "us") confidentially submitted on July 6, 2022. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR a Registration Statement on Form F-1 (the "Form F-1") responding to the Staff's comments and including certain other revisions and updates.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form F-1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-1.

    Our responses are as follows:

    Draft Registration Statement on Form F-1

    Cover Page

    Staff Comment No. 1.

    Please revise your cover page and summary of "The Offering" on page 10 to:

    • disclose the exercise limitation for holders of your Warrants;

    • clarify, if true, that the exercise limitation is also applicable to the Warrants underlying the Pre-Funded Units;

                August 15, 2022

                Page 2

    • state that the Units and Pre-funded Units will not be listed on Nasdaq or on any national securities exchange; and

    • clarify if any insiders or company affiliates have indicated an intention to purchase Pre-funded Units.

    Company's Response:

    In response to the Staff's comment, we have added disclosure on the cover page and pages 11 and 12 to disclose the exercise limitation for holders of Warrants, to clarify the exercise limitation applies to all Warrants and Pre-funded Warrants, to clarify that the Common Units and Pre-funded Units will not be listed on any national securities exchange or trading market and  to clarify that neither insiders nor affiliates have indicated an intention to purchase Pre-funded Units.

    Staff Comment No. 2.

    We note that you have granted the underwriter a 45-day over-allotment option exercisable to purchase "up to an additional Common Shares, Pre-funded Warrants and/or Warrants, in each case representing up to 15% of such securities sold in the offering." Please explain the reasons for structuring the over-allotment option in the way you disclose, particularly since it appears the amount of proceeds you may receive could vary greatly depending on the security used to cover over-allotments. Also clarify whether the underwriter will receive any commissions or discounts with respect to over-allotment Warrants, in light of the expected price of $0.00001. Please reconcile your disclosure on page 10 that the purchase price to be paid per additional Pre-funded Warrant will be equal to the public offering price of one Pre-funded Warrant with your disclosure on your cover page that the Pre-funded Warrants cannot be purchased separately in your offering. On your cover page and in your prospectus, please disclose the range of proceeds that you will receive if the over-allotment option is exercised entirely for shares, on the one hand, or for warrants, on the other hand.

    Company's Response:

    In response to the Staff’s comment, we have added disclosure on the cover page and pages 12 and 103 to clarify the mechanics of the over-allotment option and that the underwriter will not receive any commissions or discounts with respect to over-allotment Warrants. The Over-Allotment Option structure for the purchase of the components of the Common Units or Pre-funded Units exists to provide the underwriter with flexibility in transactions to stabilize or maintain the price of our securities in connection with facilitating the offering of the securities. The “Underwriting” section of the prospectus discloses the actions that the underwriter may take and we have revised the prospectus in response to the Staff’s other comments to provide additional disclosure on the potential impact of the exercise of the Over-Allotment Option for the individual components of the Common Units or Pre-funded Units. We have also disclosed on the cover page and on page 12 the range of proceeds that we will receive if the over-allotment option is exercised entirely for Common Shares or Pre-funded Warrants, and if exercised entirely for Warrants.

    Prospectus Summary, page 3

    Staff Comment No. 3.

    Revise to clearly explain the stage of development for each of your products and solutions. With respect to any products or solutions that are currently complete, disclose the sales and marketing efforts you have undertaken to date and which products or solutions are in full production.

                August 15, 2022

                Page 3

    Company's Response:

    In response to the Staff's comment, we have added disclosure on pages 3-5 with respect to the stage of development of each of our products and solutions as well as the sales and marketing efforts undertaken to date for products and solutions that in full production.

    Risk Factors, page 16

    Staff Comment No. 4.

    We note your disclosure that you "will be subject to extensive regulation in the United States for our non-lethal systems." Please expand your risk factor disclosure to address that you have "self-classified the .67 caliber version of the PARA OPS devices as a 'destructive device,' providing us with the ability to go to market much sooner than waiting for ATF classification ruling," according to your disclosure on page 50. Please clarify whether this means your non-lethal devices are considered "firearms" and whether you are considered a firearms manufacturer. Advise whether you plan to self-classify your other non-lethal products and whether there are any material risks associated with the self-classification of your devices, including if the ATF or other authorities ultimately disagree with your self-classification. Additionally, please expand your risk factor disclosure to further address the extensive regulation that you will be exposed to in the United States to the extent your devices are classified as "firearms" and you are a firearms manufacturer. Finally, please clarify which of the PARA OPS products you disclose on page 39 relates to the .67 caliber version of the PARA OPS devices and whether it is a reciprocating or non-reciprocating device.

    Company's Response:

    In response to the Staff's comment, we have revised the relevant risk factor on pages 30 and 31.  Further, we have clarified on pages 42 and 43 which of the PARA OPS products relate to the .67 caliber version of PARA OPS devices and which are reciprocating and non-reciprocating.

    You will experience immediate and substantial dilution as a result of this offering, page 16

    Staff Comment No. 5.

    Your risk factor discusses the impact of substantial dilution "assuming no sale of any Pre- funded Units" or if the underwriter exercises its Over-Allotment Option. Please expand your risk factor disclosure to discuss all potential sources of dilution, including from the exercise of any Pre-funded Warrants included in the Pre-funded Units and from the exercise of Warrants.

    Company's Response:

    In response to the Staff's comment, we have expanded the relevant risk factor on page 18 to discuss all potential dilution, including from the exercise of any Pre-funded Warrants included in the Pre-funded Units and from the exercise of Warrants.

    Global inflationary pressure may have an adverse impact on our gross margins and our business, page 18

                August 15, 2022

                Page 4

    Staff Comment No. 6.

    Your disclosure indicates that inflation has caused a significant increase in the cost of raw materials you source to manufacture your products and prototypes. Please disclose the specific raw materials that have been or may be impacted. Please also reconcile this risk factor with your disclosure on page 47 that you "are not aware of material sourcing issues or pricing volatility of raw materials."

    Company's Response:

    In response to the Staff's comment, we have expanded the relevant risk factor on page 20 and added disclosure on page 51 regarding pricing volatility with respect to certain components to manufacture ARWEN ammunition.

    We may depend on key suppliers, page 20

    Staff Comment No. 7.

    You disclose that you may depend on key suppliers. To the extent that you are dependent on any suppliers, provide appropriate summary information about any such commercial or financial contracts. File any material agreement as an exhibit, or tell us why it is not required. Refer to Item 4.B.6. of Form 20-F. We also note your disclosure in the subsequent risk factor that your supply chain may be impacted. To the extent material, discuss how recent supply chain disruptions have impacted your operations.

    Company's Response:

    In response to the Staff's comment, we have revised the relevant risk factors on pages 22 and 23 and disclosed on page 51 that the ARWEN product line is not expected to be material to our operations in Fiscal 2023.

    The Pre-funded Warrants are speculative in nature, page 33

    Staff Comment No. 8.

    Please expand your risk factor to note that the Warrants are also speculative in nature and clarify that there is no assurance that the market price of your Common Shares will ever equal or exceed the exercise price of the Warrants and that the Warrants may expire worthless. Additionally, advise if there may be an arbitrage opportunity that could depress the price of your Common Shares because the Warrants included in the Units and Pre-funded Units are expected to be separately listed on Nasdaq.

    Company's Response:

    In response to the Staff's comment, we have expanded the risk factor on pages 35 and 36 and added a new risk factor on page 36 with respect to a potential for an arbitrage opportunity that could depress the price of our Common Shares.

                August 15, 2022

                Page 5

    Capitalization and indebtedness, page 37

    Staff Comment No. 9.

    Revise to present the actual and as adjusted information as of March 31, 2022, consistent with the historical periods presented in the financial statements and the pro forma information included on page 15.

    Company's Response:

    In response to the Staff's comment, we have revised the Capitalization and Indebtedness information on page 40 as of June 30, 2022, consistent with the financial statements presented in the Form F-1.

    Economic Dependence, page 52

    Staff Comment No. 10.

    We note your disclosure on page F-18 that for the three and six months ended March 31, 2022, one customer accounted for 84.19% and 85.25% of your total revenue. We also note your disclosure of a master service agreement entered in November 2021 with GDMS. Please revise to provide the material terms of any customer agreements on which you are dependent, including any milestones requirements and termination provisions. Identify the customer(s) and file any agreement as an exhibit, or tell us why it is not required. Refer to Items 4.B.6. and 19 of Form 20-F.

    Company's Response:

    In response to the Staff's comment, we have revised the disclosure on page 56, with comparison to the three and nine months ended June 30, 2022, consistent with the financial statements presented in the Form F-1.

    We have also revised the disclosure on page 56 to disclose that the MPSA governs the basic terms and conditions for future SOWs but does not itself create financial rights or obligations for KWESST or GDMS. Additionally, KWESST entered into the MPSA in the ordinary course of business, KWESST is not dependent on the MPSA and the MPSA is not material to KWESST's business or profitability nor is there any assurance that future SOW will be awarded. Accordingly, the terms of the MPSA need not be described in the Form F-1 and the MPSA is not required to be filed as an exhibit.

    Operating and Financial Review and Prospects, page 61

    Staff Comment No. 11.

    Please disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by inflation. Trends or uncertainties may include the combined impact of inflation and your inventory valuation method on cost of sales, gross profit, inventory and taxes.

                August 15, 2022

                Page 6

    Company's Response:

    In response to the Staff's comment, we note that there are no known trends or uncertainties that have had or are reasonably likely to have a material impact on our business arising from, related to, or caused by inflation. Further, over the next twelve months, we do not anticipate inflation will have a material impact on our business.

    Staff Comment No. 12.

    Please discuss whether supply chain disruptions materially affect your outlook or business goals. Specify whether these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products.

    Company's Response:

    In response to the Staff's comment, we note that supply chain disruptions have not materially affected our outlook or business goals. Further, over the next twelve months, we do not anticipate supply chain disruptions will have a material impact on our business.

    Staff Comment No. 13.

    Please disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the global disruption from, Russia's invasion of Ukraine.

    Company's Response:

    In response to the Staff's comment, we note that there are no known trends or uncertainties that have had or are reasonably likely to have a material impact on our business arising from, related to, or caused by Russia's invasion of Ukraine. Further, over the next twelve months, we do not anticipate Russia's invasion of Ukraine will have a material impact on our business.

    Staff Comment No. 14.

    Please clarify whether your "Public safety product sales" revenue segment includes any sales from your "non-lethal" product line.

    Company's Response:

    In response to the Staff's comment, we have revised the tabular disclosure on page 68.

                August 15, 2022

                Page 7

    Results of Operations - Three and Six Months Ended March 31, 2022 and 2021, page 62

    Staff Comment No. 15.

    We note in your reconciliation of Adjusted EBITDA loss you reflect $422,931 and $1,350,461 as "Other adjustments." It appears that these may represent "stock-based comp

United States securities and exchange commission logo
August 4, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re:KWESST Micro Systems Inc.
Draft Registration Statement on Form F-1
Submitted July 6, 2022
CIK No. 0001889823
Dear Mr. MacLeod:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted July 6, 2022
Cover Page
1.Please revise your cover page and summary of "The Offering" on page 10 to:
•disclose the exercise limitation for holders of your Warrants;
•clarify, if true, that the exercise limitation is also applicable to the Warrants
underlying the Pre-Funded Units;
•state that the Units and Pre-funded Units will not be listed on Nasdaq or on any
national securities exchange; and
•clarify if any insiders or company affiliates have indicated an intention to purchase
Pre-funded Units.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 4, 2022 Page 2
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 4, 2022
Page 2
2.We note that you have granted the underwriter a 45-day over-allotment option exercisable
to purchase "up to an additional Common Shares, Pre-funded Warrants and/or Warrants,
in each case representing up to 15% of such securities sold in the offering."  Please
explain the reasons for structuring the over-allotment option in the way you disclose,
particularly since it appears the amount of proceeds you may receive could vary greatly
depending on the security used to cover over-allotments.  Also clarify whether the
underwriter will receive any commissions or discounts with respect to over-allotment
Warrants, in light of the expected price of $0.00001.  Please reconcile your disclosure on
page 10 that the purchase price to be paid per additional Pre-funded Warrant will be equal
to the public offering price of one Pre-funded Warrant with your disclosure on your cover
page that the Pre-funded Warrants cannot be purchased separately in your offering.  On
your cover page and in your prospectus, please disclose the range of proceeds that you
will receive if the over-allotment option is exercised entirely for shares, on the one hand,
or for warrants, on the other hand.
Prospectus Summary, page 3
3.Revise to clearly explain the stage of development for each of your products and
solutions.  With respect to any products or solutions that are currently complete, disclose
the sales and marketing efforts you have undertaken to date and which products or
solutions are in full production.
Risk Factors, page 16
4.We note your disclosure that you "will be subject to extensive regulation in the United
States for our non-lethal systems."  Please expand your risk factor disclosure to
address that you have "self-classified the .67 caliber version of the PARA OPS devices as
a 'destructive device,' providing us with the ability to go to market much sooner than
waiting for ATF classification ruling," according to your disclosure on page 50.  Please
clarify whether this means your non-lethal devices are considered "firearms" and whether
you are considered a firearms manufacturer.  Advise whether you plan to self-classify
your other non-lethal products and whether there are any material risks associated with the
self-classification of your devices, including if the ATF or other authorities ultimately
disagree with your self-classification.  Additionally, please expand your risk factor
disclosure to further address the extensive regulation that you will be exposed to in the
United States to the extent your devices are classified as "firearms" and you are a firearms
manufacturer.  Finally, please clarify which of the PARA OPS products you disclose on
page 39 relates to the .67 caliber version of the PARA OPS devices and whether it is a
reciprocating or non-reciprocating device.
You will experience immediate and substantial dilution as a result of this offering, page 16
5.Your risk factor discusses the impact of substantial dilution "assuming no sale of any Pre-
funded Units" or if the underwriter exercises its Over-Allotment Option.  Please expand
your risk factor disclosure to discuss all potential sources of dilution, including from

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 4, 2022 Page 3
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 4, 2022
Page 3
the exercise of any Pre-funded Warrants included in the Pre-funded Units and from the
exercise of Warrants.
Global inflationary pressure may have an adverse impact on our gross margins and our business,
page 18
6.Your disclosure indicates that inflation has caused a significant increase in the cost of raw
materials you source to manufacture your products and prototypes.   Please disclose the
specific raw materials that have been or may be impacted.  Please also reconcile this risk
factor with your disclosure on page 47 that you "are not aware of material sourcing issues
or pricing volatility of raw materials."
We may depend on key suppliers, page 20
7.You disclose that you may depend on key suppliers.  To the extent that you are dependent
on any suppliers, provide appropriate summary information about any such commercial or
financial contracts. File any material agreement as an exhibit, or tell us why it is not
required.  Refer to Item 4.B.6. of Form 20-F.  We also note your disclosure in the
subsequent risk factor that your supply chain may be impacted.  To the extent material,
discuss how recent supply chain disruptions have impacted your operations.
The Pre-funded Warrants are speculative in nature, page 33
8.Please expand your risk factor to note that the Warrants are also speculative in nature and
clarify that there is no assurance that the market price of your Common Shares will ever
equal or exceed the exercise price of the Warrants and that the Warrants may expire
worthless.  Additionally, advise if there may be an arbitrage opportunity that could
depress the price of your Common Shares because the Warrants included in the Units and
Pre-funded Units are expected to be separately listed on Nasdaq.
Capitalization and Indebtedness, page 37
9.Revise to present the actual and as adjusted information as of March 31, 2022, consistent
with the historical periods presented in the financial statements and the pro forma
information included on page 15.
Economic Dependence, page 52
10.We note your disclosure on page F-18 that for the three and six months ended March 31,
2022, one customer accounted for 84.19% and 85.25% of your total revenue.  We also
note your disclosure of a master service agreement entered in November 2021 with
GDMS.  Please revise to provide the material terms of any customer agreements on which
you are dependent, including any milestones requirements and termination provisions.
Identify the customer(s) and file any agreement as an exhibit, or tell us why it is not
required.  Refer to Items 4.B.6. and 19 of Form 20-F.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 4, 2022 Page 4
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 4, 2022
Page 4
Operating and Financial Review and Prospects, page 61
11.Please disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by inflation.
Trends or uncertainties may include the combined impact of inflation and your inventory
valuation method on cost of sales, gross profit, inventory and taxes.
12.Please discuss whether supply chain disruptions materially affect your outlook or business
goals.  Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.  Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
13.Please disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by the global
disruption from, Russia’s invasion of Ukraine.
14.Please clarify whether your "Public safety product sales" revenue segment includes any
sales from your "non-lethal" product line.
Results of Operations - Three and Six Months Ended March 31, 2022, and 2021, page 62
15.We note in your reconciliation of Adjusted EBITDA loss you reflect $422,931 and
$1,350,461 as "Other adjustments."  It appears that these may represent "stock-based
compensation" but are not reflected on the appropriate line.  Please advise or revise.
Lock-up Agreements, page 99
16.Please disclose the exceptions to your lock-up agreements.
Material United States Federal Income Tax Considerations
Treatment of Pre-funded Warrants, page 112
17.We note your disclosure about the tax treatment of the Pre-funded Warrants, including
that the Pre-funded Warrant should be treated as a separate class of your common shares
for U.S. federal income tax purposes and a U.S. Holder of Pre-funded Warrants will not
recognize gain or loss upon the exercise of a Pre-funded Warrant.  Please attribute this
opinion to tax counsel and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K
or advise why the tax consequences of your Pre-funded Warrants are not material to an
investor.

 FirstName LastNameJeffrey MacLeod
 Comapany NameKWESST Micro Systems Inc.
 August 4, 2022 Page 5
 FirstName LastName
Jeffrey MacLeod
KWESST Micro Systems Inc.
August 4, 2022
Page 5
Exhibits
18.We note your disclosure that you have employment agreements with your named
executive officers.  Please file the employment agreements as exhibits to the registration
statement.  Refer to Item 8 of Form F-1 and Item 601(b)(10) of Regulation S-K.
19.Please tell us whether you have any material contracts with Alare Technologies that you
intend to file relating to your partnership to develop your GhostNet project.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Raymer