SecProbe.io

CORRESP
 1
 filename1.htm

 FEMTO
TECHNOLOGIES INC.

 700Akko
Road

 Kiryat
Motzkin

 Israel

 April 8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Femto
 Technologies Inc.

 Registration
 Statement on Form F-1 (the "Registration Statement")

 File
 No. 333-285755

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Femto Technologies Inc., a British Columbia corporation (the "Company"),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 9:00 A.M. (Eastern Time) on April 9, 2025, or as soon thereafter as possible on such date.

 We
request that we be notified of such effectiveness by a telephone call to Louis A. Brilleman (212) 537-5852, and we request that such
effectiveness also be confirmed in writing.

 Very
 truly yours,

 Femto
 Technologies Inc.

 By:
 /s/
 Yftah Ben Yaackov

 Name:
 Yftah
 Ben Yaackov

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Louis A. Brilleman, P.C.

 1140 Avenue of the Americas, 9th Floor

 New York, NY 10036

 Phone: 212-537-5852

 April 1, 2025

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Matthew Crispino, Esq.

 Matthew Derby, Esq.

 Re:

 Femto Technologies Inc. (the "Company")
 Amendment No. 1 to Registration Statement on Form F-1

 Filed March 12, 2025

 File No. 333-285755

 Ladies and Gentlemen:

 By letter dated March 26, 2025, the staff of the Securities
and Exchange Commission (the "Staff") issued comments on the Company's Registration Statement on Form F-1 that was filed
on March 12, 2025 (as amended on the date hereof, the "Registration Statement").

 On the date hereof, the Company is filing Amendment
No. 1 to the Registration Statement simultaneously with this letter.

 Below are the Company's responses to the Staff's
comment. For ease of reference, each response is preceded by the Staff's comment.

 Registration Statement on Form F-1

 Cover Page

 1. We note that in its recent private placement, the company issued 4,076,736 Units, each consisting of
one common share, one Series A Warrant to purchase one common share and one Series B Warrants to purchase one common share. Please tell
us why you are registering 27,960,512 common shares issuable upon exercise of the Series A Warrants and 201,315,663 common shares issuable
upon exercise of the Series B Warrants.

 The Company advises the Staff that the 4,076,736 Units
sold in the Company's private placement consisted of:

 · 4,076,736
 common shares (the “Common Shares”) (including 2,011,616 shares issuable upon
 exercise of pre-funded warrants that may be exercised at any time for nominal consideration);

 · 4,076,736 Series A Warrants each to purchase one Common Share (the “Series A Warrants”); and

 · 4,076,736 Series B Warrants each to purchase one Common Share (the “Series B Warrants,” together
with the Series A Warrants, the “Warrants”).

 The initial exercise prices of the Series
A Warrants and the Series B Warrants are $5.21 and $12.51, respectively. Under the terms of the Warrants, if there is no effective
registration statement registering the Common Shares issuable upon exercise of the Warrants, they may be exercised on a cashless basis
in accordance with the formula set forth in the Warrants. In addition, whether or not an effective registration statement is available,
the holders of the Series B Warrants may effectuate an "alternative cashless exercise." In such event, the Series B Warrants
may be exercised to receive three Common Shares for each one Common Shares then underlying the Series B Warrant without additional
consideration. On the expiration date of the Series B Warrant, it will be automatically exercised in accordance with the alternative
exercise option.

 On the close of trading on the trading day immediately
after the tenth trading day following each date that (i) a resale registration statement registering for resale the Common Shares issuable
upon the exercise of the Series A and Series B Warrants (the "Warrant Shares") has been declared effective and (ii) if all
of the Warrant Shares have not been registered, the date that all of the Warrant Shares can be sold, assigned or transferred without
restriction or limitation pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, the exercise price of the unexercised
Warrants then outstanding will be reduced to equal the lowest of (A) the exercise price then in effect and (B) the greater of (I) $0.76
and (II) the lowest Weighted Average Price ("VWAP") during the immediately preceding ten trading days. Upon any such
adjustment of the exercise price, the number of issuable Warrant Shares shall be increased such that the aggregate exercise price of
the unexercised Warrants on the date of issuance shall remain unchanged following such adjustment. Put another way, the aggregate price
paid upon exercise of the Warrants ($5.21 per Common Share in the case of A Warrants and $12.51 per Common Share in the case of B Warrants)
is to be divided by the floor price of $0.76 (assuming the floor price of $0.76 is greater than the lowest VWAP) to arrive at
the number of Warrant Shares to be issued following a reset of the exercise price. Attachment A illustrates the effect of the reset of
the exercise price to $0.76 on the number of Common Shares to be issued upon exercise of the Warrants using the example of an investor
who invested approximately $2 million by purchasing 479,616 Units.

 The Company registered 27,960,512 Common Shares issuable
upon exercise of the Series A Warrants and 201,315,663 Common Shares issuable upon exercise of the Series B Warrants. These numbers represent
the maximum number of Warrant Shares to be issued upon exercise of the Warrants after giving effect to the reset of the exercise price
to the floor price of $0.76. To the extent the Warrants are exercised based on an exercise price higher than $0.76 per share, the
Company will deregister any excess shares.

 2. We note your disclosure indicates that you have an "alternative cashless
exercise option." Based on your disclosures on page 72, it appears that each Series B warrant could be exercised for 3 common stock
shares on a cashless basis rather than for one share on a cash basis. Please revise your cover page disclosure to highlight that the "alternative
cashless exercise" provision would allow a Series B warrant holder to receive 3 shares of common stock without having to make any
exercise payment, and provide a materially complete discussion of the impact of such exercise on existing shareholders. Explain that as
a result you do not expect to receive any cash proceeds from the exercise of the Series B warrants because, if true, it is highly unlikely
that a warrant holder would wish to pay an exercise price to receive one share when they could choose the alternative cashless exercise
option and pay no money to receive 3 shares.

 The Company has made revisions in accordance with
the Staff's comment. See the cover page of the prospectus.

 Please contact the undersigned at 212-537-5852 with
any questions or comments regarding the foregoing.

 Very truly yours,

 /s/ Louis A. Brilleman

 Attachment
A

 A
 B
 C
 D
 E
 F
 G
 H
 I
 J
 K
 L

 Amount

 Invested $
 Units
 #
 Common
 #
 Common
 $
 Initial

 Series A
 Initial

 Series B
 Series
 B
 Alternative
 Cashless
 (300%)
 Aggregate

 Exercise
 Price
 (Series A) $
 Aggregate

 Exercise
 Price
 (Series B) $
 Max

 Series A
 upon reset
 Max

 Series B
 upon reset
 Max
 B Alt
 Cash (x3)

 Investor
 A
 1,999,998
 479,616
 479,616
 1,165,998
 479,616
 479,616
 1,438,848
 2,499,998
 5,999,996
 3,289,472
 7,894,732
 23,684,196

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Yftah Ben Yaackov
Chief Executive Officer
Femto Technologies Inc.
7000 Akko Road
Kiryat Motzkin
Israel

 Re: Femto Technologies Inc.
 Registration Statement on Form F-1
 Filed March 12, 2025
 File No. 333-285755
Dear Yftah Ben Yaackov:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form F-1
Cover Page

1. We note that in its recent private placement, the company issued
4,076,736 Units,
 each consisting of one common share, one Series A Warrant to purchase
one common
 share and one Series B Warrants to purchase one common share. Please
tell us why
 you are registering 27,960,512 common shares issuable upon exercise of
the Series A
 Warrants and 201,315,663 common shares issuable upon exercise of the
Series B
 Warrants.
2. We note your disclosure indicates that you have an "alternative cashless
exercise
 option." Based on your disclosures on page 72, it appears that each
Series B warrant
 could be exercised for 3 common stock shares on a cashless basis rather
than for one
 share on a cash basis. Please revise your cover page disclosure to
highlight that the
 March 26, 2025
Page 2

 alternative cashless exercise provision would allow a Series B
warrant holder to
 receive 3 shares of common stock without having to make any exercise
payment, and
 provide a materially complete discussion of the impact of such exercise
on existing
 shareholders. Explain that as a result you do not expect to receive any
cash proceeds
 from the exercise of the Series B warrants because, if true, it is
highly unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no money
to receive 3
 shares.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

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

CORRESP
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BYND
CANNASOFT ENTERPRISES INC.

700Akko
Road

Kiryat
Motzkin

Israel

March 11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BYND
    Cannasoft Enterprises Inc.

    Registration Statement on Form F-1 (the “Registration Statement”)

File
No. 333-277464

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, BYND Cannasoft Enterprises Inc., a British Columbia corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 5:00 P.M. (Eastern Time) on March 11, 2024, or as soon thereafter as possible on such date.

We
request that we be notified of such effectiveness by a telephone call to Louis A. Brilleman (212) 537-5852, and we request that such
effectiveness also be confirmed in writing.

    Very
    truly yours,

    BYND
    Cannasoft Enterprises Inc.

    By:
    /s/
    Yftah Ben Yaackov

    Name:
    Yftah
    Ben Yaackov

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

March 11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BYND
    Cannasoft Enterprises Inc.

    Registration
Statement on Form F-1 (the “Registration Statement”)

    File No. 333-277464

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. 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, March 11, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS
    CAPITAL CORP.

    By:
    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
March 6, 2024
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re:BYND Cannasoft Enterprises Inc.
Registration Statement on Form F-1
Filed February 28, 2024
File No. 333-277464
Dear Yftah Ben Yaackov:
            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 Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Brilleman

CORRESP
1
filename1.htm

June
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

Attention:
Mariam Mansaray, Esq.

    Re:
    BYND
    Cannasoft Enterprises Inc.

    Registration
    Statement on Form F-3 (File No. 333-272374)

    Filed
    June 2, 2023

Ladies
and Gentlemen:

BYND
Cannasoft Enterprises Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of the Company
be declared effective under the Securities Act, at 4.00 P.M., Eastern Time, on Wednesday, June 14, 2023, or as soon thereafter
as practicable.

Please
contact Louis A. Brilleman at (212) 537-5852 as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

    Very
    truly yours,

    BYND
    Cannasoft Enterprises Inc.

    /s/ Yftah Ben Yaackov
    Yftah
    Ben Yaackov

    Chief
    Executive Officer

United States securities and exchange commission logo
June 9, 2023
Gabi Kabazo
Chief Financial Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re:BYND Cannasoft Enterprises Inc.
Registration Statement on Form F-3
Filed June 2, 2023
File No. 333-272374
Dear Gabi Kabazo:
            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 Mariam Mansaray, Staff Attorney, at 202-551-6356 or Matthew Derby,
Legal Branch Chief, at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:        Louis A. Brilleman, Esq.

United States securities and exchange commission logo
May 17, 2022
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re:BYND Cannasoft Enterprises Inc.
Registration Statement on Form 20-F
Filed May 2, 2022
File No. 000-56431
Dear Mr. Ben Yaackov:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Brilleman, Esq.

CORRESP
1
filename1.htm

Louis
A. Brilleman, P.C.

1140
Avenue of the Americas, 9th Floor

New
York, NY 10036

Phone:
212-584-7805

May
2, 2022

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Edwin
    Kim, Esq.

    Kathleen
    Krebs, Esq.

    Re:

    BYND
    Cannasoft Enterprises Inc. (the “Company”)

    Registration
                                            Statement on Form 20-F

    CIK
    No. 0001888151

Ladies
and Gentlemen:

By
letter dated April 8, 2022, the staff of the Securities and Exchange Commission (the “Staff”) issued one comment on the Company’s
Amendment No. 2 to its draft Registration Statement on Form 20-F that was submitted confidentially on March 2, 2022.

On
the date hereof, the Company has filed its initial Registration Statement on Form 20-F (the “Registration Statement”) simultaneously
with this letter. As a courtesy, undersigned is also sending by e-mail to the Staff a marked copy of the Registration Statement showing
changes from the most recent confidential submission.

Below
is the Company’s response to the Staff’s comment. For ease of reference, each response is preceded by the Staff’s comment.

Amendment
No. 2 to Draft Registration Statement on Form 20-F

General

 1. We
                                            note your response to prior comment 10 regarding the primary growing license from the medical
                                            cannabis unit of the Ministry of Health. We note that Exhibit 4.14 still does not list the
                                            company, BYND Israel, or Cannasoft as a licensee or authorized party. While you indicate
                                            that you provided the ministry with information of your “related parties,” you
                                            have not indicated whether you have received approval or pre-approval of the assignment to
                                            Cannasoft and its public ownership structure. Please clarify whether such approvals have
                                            been granted or if there is uncertainty that they may not be received. Further, your response
                                            letter indicates that your Israeli counsel has advised you that any transferee of the entity
                                            that holds the license would have a reporting obligation to the MCU. Your disclosure on page
                                            15 appears to broaden this language to apply not just to transfers of shares of Cannasoft,
                                            but to shares acquired in BYND Cannasoft through public market purchases. Please disclose
                                            what steps the company will take to track whether any person accumulates a five percent interest
                                            in the company. Also disclose how the company will meet the other conditions of the license,
                                            such as those set forth in Section 5.6 of Exhibit 4.14. Lastly, please clarify whether you
                                            intend to identify Israeli counsel who advised you and file their consent as an exhibit

The
Company has added disclosures to clarify that the application for the transfer of the primary growing license is under review. It has
also added disclosures as to the steps it will take to track stock ownership. See pages 15 and 53 of the Registration Statement.
In addition, it has added language that it intends to work closely with its local Israeli counsel to ensure compliance with the conditions
set forth in the license. See page 53 of the Registration Statement.

The
Company further advises the Staff that it has sought and received informal legal advice as to the primary growing licensing requirements.
No legal opinion was ever received. Accordingly, the Company does not intend to identify Israeli counsel or seek its consent for including
that firm’s name.

Please
contact the undersigned at 973-722-1217 with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Louis A. Brilleman

United States securities and exchange commission logo
April 8, 2022
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re:BYND Cannasoft Enterprises Inc.
Amendment No. 2 to Draft Registration Statement on Form 20-F
Submitted March 22, 2022
CIK No. 0001888151
Dear Mr. Ben Yaackov:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 comment applies 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 the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.  The reference to our prior comment refers to our letter dated March 14, 2022.
Amendment No. 2 o Draft Registration Statement on Form 20-F
General
1.We note your response to prior comment 10 regarding the primary growing license from
the medical cannabis unit of the Ministry of Health.  We note that Exhibit 4.14 still does
not list the company, BYND Israel, or Cannasoft as a licensee or authorized party.  While
you indicate that you provided the ministry with information of your "related parties," you
have not indicated whether you have received approval or pre-approval of the assignment
to Cannasoft and its public ownership structure.  Please clarify whether such approvals
have been granted or if there is uncertainty that they may not be received.  Further, your
response letter indicates that your Israeli counsel has advised you that any transferree of

 FirstName LastNameYftah Ben Yaackov
 Comapany NameBYND Cannasoft Enterprises Inc.
 April 8, 2022 Page 2
 FirstName LastName
Yftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
April 8, 2022
Page 2
the entity that holds the license would have a reporting obligation to the MCU.  Your
disclosure on page 15 appears to broaden this language to apply not just to transfers of
shares of Cannasoft, but to shares acquired in BYND Cannasoft through public market
purchases.  Please disclose what steps the company will take to track whether any person
accumulates a five percent interest in the company. Also disclose how the company will
meet the other conditions of the license, such as those set forth in Section 5.6 of Exhibit
4.14. Lastly, please clarify whether you intend to identify Israeli counsel who advised you
and file their consent as an exhibit.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Brilleman, Esq.

United States securities and exchange commission logo
March 14, 2022
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re:BYND Cannasoft Enterprises Inc.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted February 23, 2022
CIK No. 0001888151
Dear Mr. Ben Yaackov:
            We have reviewed your amended 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.  References to our prior comments refer to our letter dated February 10, 2022.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Risk Factors
We are filing this registration statement on a voluntary basis ..., page 25
1.We note your response to prior comment 4 regarding your ability to terminate your
voluntary registration under Section 12(g) of the Exchange Act.  Please clarify that your
ability to voluntarily terminate the registration of your common stock is dependent on
SEC rules regarding the location of your primary trading market, the trading volume of
your shares in the United States, the size and residency of your shareholders of record, the
maintenance of a listing on a foreign stock exchange prior to deregistration, and other
factors.  Refer to Exchange Act Rule 12h-6. Further, please clarify if you deregister your

 FirstName LastNameYftah Ben Yaackov
 Comapany NameBYND Cannasoft Enterprises Inc.
 March 14, 2022 Page 2
 FirstName LastNameYftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
March 14, 2022
Page 2
common stock, your shareholders may suffer from liquidity issues that may result in the
decrease in value of such securities.
Executive Compensation, page 55
2.We note your response to prior comment 19 and it is still unclear what periods are
measured in your summary compensation table.  You list compensation for 2022 for your
named executive officers and your response letter indicates that it represents the most
recent fiscal year.  However, we note that your most recently completed fiscal year is
December 31, 2021.  If you are voluntarily provided year-to-date actual compensation
paid for 2022, please provide the specific periods measured.  If you are providing the
anticipated compensation for 2022, please remove these figures from the summary
compensation table, as it should only include historical compensation earned by your
named executive officers.  You may provide 2022 compensation arrangements in
disclosure outside of the summary compensation table.
3.We note your response to prior comment 20 regarding your anticipated employment
arrangements with Messrs. Maram, Ben Yaackov and Tal and the removal of the expected
amounts of compensation to be paid to them if certain funding amounts are raised.  While
you indicate that these are not formal agreements, please clarify if there is an
understanding and expectation that you will pay these amounts to Messrs. Maram, Ben
Yaackov and Tal under certain circumstances.  If so, please disclose these amounts and
describe under what circumstances the will be paid.
Financial Statements
Note 3 - Significant Accounting Policies
e. Significant estimates and assumptions
Revenue recognition, page F-19
4.We note from your revised disclosure made in response to comment 24 that significant
judgment underlies your recognition of revenue.  Please disclose those significant
judgments made in applying IFRS 15 as required by paragraphs 110.b and 123 of
IFRS 15.
5.Further your revised disclosure made in response to comment 24 indicates that you use
input methods to measure progress toward measuring satisfaction of your performance
obligations underlies your recognition of revenue.  Please provide descriptions of those
input methods as well as explanation why those methods used provide faithful depiction
of the transfer of goods and services as required by paragraphs 124(a) of IFRS 15.
Note 3 - Acquisitions
Acquisition of B.Y.B.Y., page F-48
6.We have considered your response to comment 25.  We note from pages 53, F-7 and F-
48 that, on March 29, 2021, the former owners of B.Y.B.Y. Investment and Promotions

 FirstName LastNameYftah Ben Yaackov
 Comapany NameBYND Cannasoft Enterprises Inc.
 March 14, 2022 Page 3
 FirstName LastNameYftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
March 14, 2022
Page 3
Ltd. (B.Y.B.Y.)(Cannasoft) obtained a majority (54.58%) ownership interest in and
apparent control of BYND Israel via the Cannasoft Acquisition.  Explain for us in
reasonable detail how you applied the specific guidance of IFRS 10 and thereby
determined that BYND Israel was the accounting acquirer in the Cannasoft Acquisition.
7.We further note from your response to comment 25 your determination that. B.Y.B.Y.
(Cannasoft) did not, on March 29, 2021, constitute a business in accordance with IFRS 3.
Tell us in this regard how B.Y.B.Y. came to hold accounts receivable and owed trade
payables prior to the March 29, 2021 Cannasoft Acquisition.  Citing applicable
authoritative accounting literature, explain for us how you applied guidance of paragraphs
3, B5 through B12 of IFRS 3 in your determination that B.Y.B.Y. was not a business.
8.We have considered your response to comment 26 and note that the fair value of
intangible assets obtained through the Cannasoft Acquisition was based on the valuation
report prepared by designated professional valuator Sequeira Partners.  We further note
that management is ultimately responsible for its accounting estimates and accounting
practices.  Tell us and disclose the methodologies employed and the underlying material
assumptions used to determine the valuation of each material intangible asset acquired.
Tell us how management determined how such methodologies and underlying
assumptions were appropriate.  Tell us and disclose B.Y.B.Y.'s (Cannasoft's) pre-
Cannasoft Acquisition historical basis in its intangible assets.
9.We note from your risk factor disclosure on the bottom of page 14 that you have
no assurance that you will be able to obtain all necessary licenses and certifications
required to operate your cannabis business as contemplated.  Neither do you have any
guarantee that those licenses and certifications will be extended or renewed when
required.  Given such uncertainty and the early stage of B.Y.B.Y.'s (Cannasoft's)
operations at the time of the Cannasoft Acquisition, tell us how you determined that the
fair value of your initial licenses could be reliably estimated as required by paragraph 10
of IFRS 2.
General
10.We note your response to prior comment 13 and the filing of Exhibit 4.7, the license
assignment agreement from Ms. Brzezinski to Cannasoft, and Exhibit 4.9, the primary
growing license for medical cannabis.  Exhibit 4.9 indicates that the primary license
expires October 12, 2021.  Please clarify whether this license was renewed and disclose
the renewal procedures.  If there is an updated license, please file the license as an
exhibit.  Further, we note that the license was entered into or renewed with October 12,
2020 listed as the authorization grant date and Ms. Bzezinkski as the applicant name.  The
license indicates that authorization is non-transferable and advanced written approval is
need for change in ownership or change in the controlling shareholders, managers or
authorized signatories.  Please clarify whether you have received such advanced written
approvals given the assignment and subsequent change of control of Cannasoft.  Please
also clarify if a 5% change in ownership of you, as the parent company of Cannasoft,

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 March 14, 2022 Page 4
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would result in requiring advanced written approvals from Israeli authorities.  If there is
uncertainty as to whether the assignment, the purchase of Cannasoft or your activities to
go public on U.S. markets may impact your primary or any other future licenses, please
clarify and address in a risk factor.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Brilleman, Esq.

United States securities and exchange commission logo
February 10, 2022
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
2264 East 11th Avenue, Vancouver, B.C.
Canada V5Z 1N6
Re:BYND Cannasoft Enterprises Inc.
Draft Registration Statement on Form 20-F
Submitted January 12, 2022
CIK No. 0001888151
Dear Mr. Ben Yaackov:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Draft Registration Statement filed on Form F-20 on January 12, 2022
Risk Factors
Our cannabis business will be dependent on our obtaining certain licences..., page 14
1.Please revise this risk factor to address the risks related to the specific Israeli regulations,
licenses and certifications applicable to your Cannabis Farm and Indoor Cannabis
Growing facility you intend to construct in Israel.
Enforcing a Canadian or U.S. judgment against us and our current executive officers and
directors..., page 22
2.Please expand this risk factor to address the ability of shareholders to effect U.S. service
of process, bring actions, or enforce U.S. judgments based on U.S. federal securities
laws in Canada and Israel.

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Risks Related to Ownership of Our Common Shares, page 23
3.Please add a risk factor that addresses your federal reporting obligations and compliance
with federal securities laws after your registration statement is declared effective.  Further,
clarify the reporting differences as a foreign private issuer compared to domestic
registrants, being exempt from filing quarterly reports containing quarterly financial
statements or proxy or information statements on Schedule 14A or 14C.
4.Please address that you are registering your common shares under Section 12(g) of the
Securities Exchange Act on a voluntary basis, and clarify the circumstances for which you
may terminate your registration and cease reporting at your discretion.  Clarify the effect
such a termination will have on U.S. investors.
An active, liquid and orderly trading market for our Common Shares may not develop ..., page
25
5.Please add a risk factor that clarifies that you intend to apply for listing on the Nasdaq, but
may not be approved for listing or meet its listing standards.  Discuss the consequences to
you and investors if your common shares are unable to be traded on the Nasdaq, such as
more limited liquidity, that U.S. investors may have to trade their shares on the over-the-
counter markets, and the cancellation of the $2.5 million investment by Agroinvestment
SA discussed on page 66.  Further, please discuss the potential listing challenges for
cannabis companies that are directly involved in the cultivation and sales of cannabis.
6.Please clarify that, while your shares are listed on the Canadian Stock Exchange (CSE)
under the symbol “BYND,” that symbol is unavailable in U.S. markets and the Nasdaq, as
it is used by an unrelated corporation.  Discuss the possible confusion that may result.
Information on the Company, page 26
7.You indicate that your principal executive office is in Vancouver, Canada.  Please clarify
the business activities that are performed in Canada, given your disclosure on page 21 that
your corporate headquarters and all of your operations are in Israel.
8.Where appropriate, please clarify which geographic markets that you intend to enter for
each of your product categories (New CRM Platform, New Cannabis CRM Platform,
Cannasoft, etc.).  In particular, please clarify whether you intend to enter the U.S markets
for your cannabis-related platforms or products, and if so, please substantially revise your
disclose to address the regulatory environment, including restrictions, in the United States,
both at the federal and state level, to both you as a vendor and for your prospective clients.
Description of BYND Israel's Business
BYND Israel’s New Cannabis CRM Software Business, page 33
9.You provide a detailed description of the planned features and uses of the New Cannabis
CRM Platform and indicate all of the development work will be performed in-house.  As

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February 10, 2022
Page 3
you are in the early stages of development, please clarify whether any of the described
features currently exists in a prototype or if they are merely design plans.  Further, please
describe the size of your current development team and amount of resources you are
currently devoting to the creation of the New Cannabis CRM Platform.
Sales and Customers, page 33
10.Please clarify why you believe that you will achieve a 6% market share with your New
Cannabis CRM Platform given that you are in the early stages of development, have no
prior history in the cannabis CRM market, and do not appear to have any operations or
sales outside of Israel.  Please balance your disclosure or delete this reference.
Development and Roll Out, page 34
11.The Stage 1 Development table on page 34 does not appear to cross-foot.  Similarly
the Stage 2 Development table on page 34 appears to neither foot nor cross-foot.
 Further, the Estimated Construction Costs table on page 37 likewise does not appear to
foot.  As applicable, please revise to properly foot and cross-foot tabular data in the filing.
Cannasoft's New Medical Cannabis Business, page 35
12.Please clarify whether your Cannasoft operations include any activities beyond seeking
the required licenses.  Please indicate the amount of funds necessary to commence
construction.
13.Please disclose what rights are granted under the Primary Growing License granted on
June 4, 2018. Disclose whether Cannasoft has applied for a final Growing License and
how a Primary Growing License differs from a final Growing License.
14.Please file the Land Lease as an exhibit.
Israeli Cannabis Industry and Regulatory Overview, page 42
15.Please disclose each license, certification or other regulatory approval you need to operate
your proposed medical cannabis business.  Discuss the status, timing, costs and plans to
obtain them.
Item 5 - Operating and Financial Review and Prospects
A. Operating Results, page 50
16.In your discussion, you cite multiple various factors as impacting your results of
operations, but often provide no quantification of the contribution of each factor to the
material changes in the various line items discussed.  For instance, on pages 50 and
51 you attributed an increase in general and administrative expenses, respectively to four
and three factors, each unquantified.  Further, your discussion of material changes
impacting results on those pages does not address material changes in consulting and
marketing, depreciation expense, stock-based compensation, gains from foreign exchange,

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February 10, 2022
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gains form debt conversion, financial income (expense),  Covid grant revenues and other
material items.  In accordance with Instruction 1 to Item 5 of Form 20-F, please apply the
guidance provided by Section III.D of Release 33-6835.  Please expand your narrative
discussion to address and quantify any significant factors, including new developments,
that have materially affected the registrant's results.  Further, as applicable, revise
throughout to quantify the impact of each material factor discussed when your results are
impacted by two or more factors.
17.We note material volatility reflected for your gross profit reported on pages F-4 and F-41.
As required by Item 5.D. of Form 20-F, please revise to more clearly identify recent
material trends in production, sales and inventory, the state of your order book and costs
and selling prices since the latest financial year.  Discuss also any known trends,
uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on your net sales or revenues, income from continuing operations,
profitability, or that would cause reported financial information not necessarily to be
indicative of future operating results.
Directors and Senior Management, page 53
18.Please clarify which of your senior management and officers are full-time employees.  We
note that your CEO’s consulting agreement refers to Mr. Ben Yaackov as an independent
contractor and others of your senior management appear to have other current business
interests.  To the extent that your senior management and officers only work for you on a
part-time basis, please clarify and discuss any material conflicts of interests here or in the
risk factors section.
Executive Compensation, page 55
19.You indicate that you only came into existence in March 2021 and your Table of
Compensation lists the compensation amounts as of Year 2022.  Please clarify what
period is being measured.  Further, please provide the compensation of your executive
officers for the entire calendar year 2021, including compensation earned from BYND
Israel and/or Cannasoft.
20.Please advise us whether the Stock Option Plan and the employment agreements
described on pages 57 and 58, except for Mr. Ben Yaackov’s consulting agreement, are
material agreements under Item 601(b)(10) of Regulation S-K.

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Board Practices, page 59
21.On page 67, you indicate that you will seek to have your common stock listed on the
Nasdaq.  Please clarify whether you currently meet the Nasdaq’s corporate governance
listing rules and/or whether you will seek to use the home-rule exemption for foreign
private issuers.  Please consider adding a risk factor if you will not meet the Nasdaq
corporate governance standards for U.S. domestic companies.  For example, we note that
you have a low annual meeting quorum requirement of only 2 shareholders holding at
least a combined 5% beneficial ownership entitled to vote at the meeting.
Major Shareholders and Related Party Transactions, page 65
22.Please disclose the natural person(s) holding voting and/or investment power over the
shares owned by Agroinvestment SA.
Material Contracts, page 70
23.We note that you have not filed all the material contracts disclosed in this section.  Please
file the remaining agreements or tell us why you do not believe they are required to be
filed.  Please refer to the Instructions to Exhibits in Form 20-F.
Financial Statements
Note 3 - Significant Accounting Policies
e. Revenue recognition, page F-18
24.We note that you restated all reporting periods to correct errors in recognition of revenues
and costs of revenues.  Please disclose the significant judgments, and changes in those
judgements, made in applying IFRS 15 pursuant to paragraphs 110.b and 123 of IFRS
15.  Also, with respect to the performance obligations that you satisfy over time, please
disclose the method used to recognize revenue pursuant to paragraph 124 of IFRS 15.
Note 3 - Acquisitions, page F-48
25.We note that on March 29, 2021, BYND Israel and B.Y.B.Y. Investments and Promotions
Ltd. (aka "Cannasoft)" fully completed an exchanged shares and merged whereby BYND
Israel acquired 74% ownership interest in B.Y.B.Y. Investments and Promotions Ltd. in
exchange for majority 54.58% ownership interest in BYND Israel.  We also note that one
of the former shareholders of B.Y.B.Y. Investments and Promotions Ltd. currently holds
the remaining 26% ownership interest in B.Y.B.Y. Investments and Promotions Ltd. in
trust for the benefit of BYND Israel.  Tell us and disclose how you accounted for this
transaction and how you identified the accounting acquirer in this business combination.
26.Tell us and disclose how you determined the value of the consideration exchanged in the
BYND Israel and B.Y.B.Y. Investments and Promotions Ltd. (aka "Cannasoft") business
combination.  Explain for us how the 9,831,495 common shares issued to B.Y.B.Y.
Investments and Promotions Ltd. shareholders were valued at $0.0855 per share.

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Reconcile this $0.0855 per share valuation to the $0.82 per share valuation attributed to
the 6,2269,117 common shares issued on March 29, 2021 to the shareholders of the legal
acquirer/registrant.
            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.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Brilleman, Esq.