SecProbe.io

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 FTC Solar, Inc.
 9020 N Capital of Texas Hwy, Suite I-260,
 Austin, Texas 78759 FTC Solar,
Inc. May 20, 2025 Via EDGAR
 U.S. Securities and Exchange Commission 100 F Street,
NE Washington, D.C., 20549

 Re:
 FTC Solar, Inc.
 Registration Statement on Form S-3
 Filed on May 1, 2025, as amended on May 16, 2025
 File No. 333-286887
 Ladies and Gentlemen: In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FTC Solar, Inc. (the “ Company ”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Thursday, May 22, 2025, or as soon thereafter as practicable.
 The Company acknowledges that: (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have
any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com (Tel: 212-421-4100).

 Very truly yours,

 FTC Solar, Inc.

 By:

 /s/ Yann Brandt

 Name:

 Yann Brandt

 Title:

 Chief Executive Officer
 Cc: M. Ali Panjwani, Esq.

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 FTC Solar, Inc.
 9020 N Capital Of Texas Hwy, Suite I-260
 Austin, Texas 78759 May 9, 2025
 VIA EDGAR CORRESPONDENCE U.S. Securities and
Exchange Commission Division of Corporation Finance Office
of Trade & Services 100 F Street, N.E. Washington,
D.C. 20549

 Re:

 Yoshiharu Global Co.

 Registration Statement on Form S-3 (the “Registration Statement”)

 Filed May 1, 2025

 Withdrawal of Acceleration Request
 Ladies and Gentlemen:
 Reference is made to our letter, filed as correspondence via EDGAR on May 8, 2025, in which we, FTC Solar, Inc. (the “Company”)
requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on May 12, 2025, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.
 If you have any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at
mpanjwani@pryorcashman.com (Tel: 212-421-4100).

 Very truly yours,

 FTC Solar, Inc.

 By:

 /s/ Yann Brandt

 Yann Brandt

 Chief Executive Officer

 cc:
 M. Ali Panjwani, Esq.
 Pryor Cashman LLP

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 FTC Solar, Inc.
 9020 N Capital of Texas Hwy, Suite I-260,
 Austin, Texas 78759 FTC Solar,
Inc. May 8, 2025 Via EDGAR
 U.S. Securities and Exchange Commission 100 F Street,
NE Washington, D.C., 20549

 Re:
 FTC Solar, Inc.

  
 Registration Statement on Form S-3

  
 Filed on May 1, 2025

  
 File No. 333-286887
 Ladies and Gentlemen: In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FTC Solar, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Monday, May 12, 2025, or as soon thereafter as practicable.
 The Company acknowledges that: (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have
any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com (Tel: 212-421-4100).

 Very truly yours,

 FTC Solar, Inc.

 By:

 /s/ Yann Brandt

 Name:

 Yann Brandt

 Title:

 Chief Executive Officer
 Cc: M. Ali Panjwani, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Yann Brandt
Chief Executive Officer
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260,
Austin, Texas 78759

 Re: FTC Solar, Inc.
 Registration Statement on Form S-3
 Filed May 1, 2025
 File No. 333-286887
Dear Yann Brandt:

 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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: M. Ali Panjwani
</TEXT>
</DOCUMENT>

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 FTC Solar, Inc.

9020 N Capital of Texas Hwy, Suite I-260,

Austin, Texas 78759

 FTC Solar,
Inc.

 January 3, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C., 20549

 Re:

 FTC Solar, Inc.

 Registration Statement on
Form S-3

 Filed on December 30, 2024

 File No. 333-284083

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FTC Solar, Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern
Time, on Tuesday, January 7, 2025, or as soon thereafter as practicable.

 The Company acknowledges that: (1) should the
Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at
mpanjwani@pryorcashman.com (Tel: 212-421-4100).

Very truly yours,

FTC Solar, Inc.

By:

 /s/ Yann Brandt

Name:

Yann Brandt

Title:

Chief Executive Officer

 Cc: M. Ali Panjwani, Esq.

January 3, 2025
Yann Brandt
Chief Executive Officer
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re:FTC Solar, Inc.
Registration Statement on Form S-3
Filed December 30, 2024
File No. 333-284083
Dear Yann Brandt:
            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 Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:M. Ali Panjwani

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    FTC Solar, Inc.

    9020 N Capital of Texas Hwy, Suite I-260

      Austin, Texas 78759

    July 5, 2022

    VIA EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street NE

      Washington, D.C. 20549-3561

    Attn:   Gregory Herbers

          Re:

            FTC Solar, Inc.

            Registration Statement on Form S-3 (File No. 333-265842)

            Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    We refer to the registration statement on Form S-3 (File No. 333-265842) (the “Registration Statement”) of FTC Solar, Inc. (the “Company”).

    In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become
      effective at 4:30 P.M. (Eastern time) on Thursday, July 7, 2022, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

    Please call Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3416, to confirm the effectiveness of the Registration Statement.

            Very truly yours,

            FTC Solar, Inc.

            By:

            /s/ Sean Hunkler

            Name:

            Sean Hunkler

            Title:

            Chief Executive Officer

            (Principal Executive Officer)

United States securities and exchange commission logo
July 1, 2022
Jacob Wolf
General Counsel
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re:FTC Solar, Inc.
Registration Statement on Form S-3
Filed June 27, 2022
File No. 333-265842
Dear Mr. Wolf:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Andrea Nicolas

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    FTC Solar, Inc.

    9020 N Capital of Texas Hwy, Suite I-260

    Austin, Texas 78759

    March 23, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street NE

    Washington, D.C. 20549-3561

    Attn:    Bradley Ecker

          Re:

            FTC Solar, Inc.

              Registration Statement on Form S-1 (File No. 333-262538)

              Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    We refer to the registration statement on Form S-1 (File No. 333-262538) (as amended, the “Registration Statement”), of FTC Solar, Inc. (the “Company”).

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness
      of the Registration Statement be accelerated so that it may become effective at 12:00 P.M. (Eastern time) on Friday, March 25, 2022, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the
      Division of Corporation Finance of the Securities and Exchange Commission.

    Please call Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3416, to confirm the effectiveness of the
      Registration Statement.

            Very truly yours,

            FTC Solar, Inc.

            By:

            /s/ Sean Hunkler

            Name:

            Sean Hunkler

            Title:

            Chief Executive Officer

            (Principal Executive Officer)

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            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

            TEL: (212) 735-3000

            FAX: (212) 735-2000

            www.skadden.com

            April 27, 2021

            BY EDGAR

            Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, DC 20549-3561

            Attn:      Sherry Haywood

            Asia Timmons-Pierce

            Heather Clark

            Martin James

              Re:   FTC Solar, Inc.

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

              Submitted April 19, 2021

               File No. 333-254797

              CIK No. 0001828161

            FIRM/AFFILIATE OFFICES

            BOSTON

            CHICAGO

            HOUSTON

            LOS ANGELES

            PALO ALTO

            WASHINGTON, D.C.

            WILMINGTON

            BEIJING

            BRUSSELS

            FRANKFURT

            HONG KONG

            LONDON

            MOSCOW

            MUNICH

            PARIS

            SÃO PAULO

            SEOUL

            SHANGHAI

            SINGAPORE

            TOKYO

            TORONTO

    On behalf of our client, FTC Solar, Inc., a Delaware corporation (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
      “Commission”) by letter dated April 26, 2021 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on April 19, 2021 (the “Registration
        Statement”).

    Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, an amendment to the Registration Statement (the
      “Amendment”) in response to the Staff’s comments and to reflect certain other changes.

    The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.

    Securities and Exchange Commission

    April 27, 2021

    Page 2

    The Offering, Risk Factors, page 12

          1.

            Your disclosure on page 12 indicates that the number of shares of common stock outstanding after the offering gives effect to 3,669,373 shares of
              common stock repurchased in the Stock Repurchase. However, your disclosure on page 11 indicates that you plan to repurchase 7,894,735. Please reconcile or revise these amounts.

    The Company respectfully acknowledges the Staff’s comment. The Company expects to repurchase a total of 7,894,735 shares of common stock in the Stock Repurchase, which is comprised of (a) 3,669,373 shares of common stock
      outstanding as of March 31, 2021 and (b) 4,225,362 shares of common stock to be issued subsequent to March 31, 2021 upon the exercise of certain outstanding options and settlement of certain vested RSUs upon the effectiveness of the Registration
      Statement. The 4,225,362 shares are not outstanding at March 31, 2021 and will be issued and repurchased after that date (and therefore are excluded from the number of shares outstanding prior to the offering at March 31, 2021). They are similarly
      excluded from the number of shares expected to be outstanding after the completion of the offering due to the Stock Repurchase. The Company has revised the disclosure on page 12 to clarify that the 3,669,373 shares of common stock referenced does not
      include 4,225,362 shares of common stock that will be issued upon the exercise of certain outstanding options and the settlement of certain vested RSUs at the effectiveness of the Registration Statement and then immediately repurchased and retired in
      the Stock Repurchase.

    Financial Statements, Notes to Consolidated Financial Statements, 19. Subsequent Events (Unaudited), page F-27

          2.

            You disclose that the proposed stock split will occur “after the registration statement and before the closing of this offering”. Please confirm
              to us and revise the note to clarify that the stock split will be effected prior to the closing of the offering, but will not be effected prior to effectiveness of your registration statement. Otherwise, revise the financial statements in
              your filing to retroactively present the stock split consistent with the guidance in SAB 4C and have your auditors dual date their report for the impact of the split.

    The Company respectfully acknowledges the Staff’s comment, confirms that the stock split will be effected prior to the closing of the offering, but will not be effected prior to effectiveness of the Registration
      Statement, and has revised the disclosure on page F-27 to clarify that.

      Securities and Exchange Commission

      April 27, 2021

      Page 3

    General

          3.

            Please revise to include disclosures required by Item 103 of Regulation S-K. In that regard, we note recent press of a lawsuit filed against you
              by FCX Solar LLC. Also, tell us how you considered the guidance in ASC 450 in concluding on the need for disclosure of this lawsuit in your financial statements.

    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 25 and 82 to include disclosure required by Item 103 of Regulation S-K.

    The Company advises the Staff that it had performed an analysis under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 450-20, Loss Contingencies (“ASC 450-20”).
      This analysis is summarized below.

    ASC 450-20 requires disclosure of the contingency if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and an accrual is not made or exposure to loss exists in excess of
      the amount accrued.

    The following facts related to potential loss contingencies for matters that existed as of December 31, 2020 with FCX Solar, LLC (“FCX”) and our evaluation of those facts as of March 9, 2021, the date the financial
      statements were issued. In 2020, the Company made a determination that amounts under a patent license agreement with FCX were not payable based on the nature of the Company's technology and the nature of the relevant intellectual property subject to
      license under such agreement. On November 30, 2020, the Company received a letter from FCX asserting unpaid amounts under the agreement equal to $682,350 plus late charges.  The letter did not threaten litigation.  Following receipt, the Company
      again investigated the relevant matters, including consultation with outside intellectual property counsel, and determined that the charges lacked merit and, again, that they were not due under the terms of the license agreement.  The Company
      communicated the same to FCX through response letter on December 23, 2020, and no development between such date and March 9, 2021 changed the Company’s determination.  On March 9, 2021, based on evaluation of the facts, the Company concluded there
      was a remote risk of material loss.

    There were no changes in facts that would impact such conclusion between March 9, 2021 and April 19, 2021, the date the Company filed Amendment No. 1 to the Registration Statement.

    On or about April 21, 2021, FCX filed a lawsuit against the Company in the United States District Court for the Southern District of New York.  The Company had no knowledge of the impending lawsuit in advance of its
      filing and was not made aware of the lawsuit until April 22, 2021. The complaint alleges breach of contract and other claims related to a patent license agreement and consulting relationship between FCX and the Company. FCX seeks damages of an amount
      to be determined at trial, but no less than approximately $133 million. The Company evaluated the assertions raised in the lawsuit, again with outside intellectual property counsel, and continues to believe the risk of material loss is remote. The
      Company believes it has strong defenses to the claim and plans to vigorously defend against it.  The Company will continue to make periodic re-assessments as required under ASC 450-20 and has added disclosure on page F-28 to disclose this event that
      occurred subsequent to the previous filing.

    * * * * *

      Securities and Exchange Commission

      April 27, 2021

      Page 4

    Please contact me at (212) 735-3416 or Andrea.Nicolas@skadden.com if the Staff has any questions or requires additional information.

            Very truly yours,

            /s/ Andrea L. Nicolas

            cc:

            Patrick M. Cook, Chief Financial Officer, FTC Solar, Inc.

            Jacob D. Wolf, Esq., General Counsel, FTC Solar, Inc.

            Benjamin K. Marsh, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
April 26, 2021
Jacob Wolf
General Counsel and Secretary
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re:FTC Solar, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 19, 2021
File No. 333-254797
Dear Mr. Wolf:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our March 24, 2021 letter.
Amendment to Form S-1
The Offering
Risk Factors, page 12
1.Your disclosure on page 12 indicates that the number of shares of common stock
outstanding after the offering gives effect to 3,669,373 shares of common stock
repurchased in the Stock Repurchase.  However, your disclosure on page 11 indicates that
you plan to repurchase 7,894,735.  Please reconcile or revise these amounts.

 FirstName LastNameJacob Wolf
 Comapany NameFTC Solar, Inc.
 April 26, 2021 Page 2
 FirstName LastName
Jacob Wolf
FTC Solar, Inc.
April 26, 2021
Page 2
Financial Statements
Notes to Consolidated Financial Statements
19. Subsequent Events (Unaudited), page F-27
2.You disclose that the proposed stock split will occur "after the registration statement and
before the closing of this offering".  Please confirm to us and revise the note to clarify that
the stock split will be effected prior to the closing of the offering, but will not be effected
prior to effectiveness of your registration statement. Otherwise, revise the financial
statements in your filing to retroactively present the stock split consistent with the
guidance in SAB 4C and have your auditors dual date their report for the impact of the
split.
General
3.Please revise to include disclosures required by Item 103 of Regulation S-K. In that
regard, we note recent press of a lawsuit filed against you by FCX Solar LLC. Also, tell us
how you considered the guidance in ASC 450 in concluding on the need for disclosure of
this lawsuit in your financial statements.
            You may contact Heather Clark, Staff Accountant at (202) 551-3624 or Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Andrea Nicolas

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    April 23, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Sherry Haywood

            Asia Timmons-Pierce

            Heather Clark

            Martin James

            Re:

            FTC Solar, Inc. (the “Company”)

            Registration Statement on Form S-1

            File No. 333-25479

            Acceleration Request

            Requested Date:

            April 27, 2021

            Requested Time:

            4:30 p.m., Eastern Standard Time

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Barclays Capital Inc., BofA Securities, Inc., Credit
      Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters, hereby join the Company in requesting that the Securities and Exchange Commission (the “Commission”)
      take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-254797) (the “Registration Statement”) to become effective on Tuesday, April 27, 2021, at 4:30 p.m.,
      Eastern Standard Time, or as soon as practicable thereafter.

    Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and
      others, prior to the requested effective time of the Registration Statement.

    We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

    [Signature Page Follows]

            Very truly yours,

            BARCLAYS CAPITAL INC.

            By:

          /s/ Victoria Hale

            Name: Victoria Hale

            Title: Authorized Signatory

            BOFA SECURITIES, INC.

            By:

          /s/ AnnaMaria Freeman

            Name: AnnaMaria Freeman

            Title: Director

            CREDIT SUISSE SECURITIES (USA) LLC

            By:

          /s/ Rebecca Kotkin

            Name: Rebecca Kotkin

            Title: Director

            UBS SECURITIES LLC

            By:

          /s/ Peter Hales

            Name: Peter Hales

            Title: Executive Director

          By:

          /s/ Aaron Drucker

          Name: Aaron Drucker

          Title: Director

            cc:

            Anthony P. Etnyre, FTC Solar, Inc.

            Patrick M. Cook, FTC Solar, Inc.

            Benjamin Marsh, Goodwin Procter LLP

            Elena Hera, Goodwin Procter LLP

            Andrea Nicolas, Skadden, Arps, Slate, Meagher & Flom LLP

            Sharel Itzkovich, Skadden, Arps, Slate, Meagher & Flom LLP

      [Signature Page to Acceleration Request]

CORRESP
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    FTC Solar, Inc.

    9020 N Capital of Texas Hwy, Suite I-260

    Austin, Texas 78759

    April 23, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street NE

    Washington, D.C. 20549-3561

            Attn:

            Sherry Haywood

            Asia Timmons-Pierce

            Heather Clark

            Martin James

            Re:

            FTC Solar, Inc.

            Registration Statement on Form S-1 (File No. 333-254797)

            Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    We refer to the registration statement on Form S-1 (File No. 333- 254797) (as amended, the “Registration Statement”), of FTC Solar, Inc. (the “Company”), relating to the registration of the Company’s common stock, par value $0.0001 per share.

    In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the
      effectiveness of the Registration Statement be accelerated so that it may become effective at 4:30 P.M. (Eastern time) on Tuesday, April 27, 2021, or at such later time as the Company or its counsel may orally request via telephone call to the staff
      of the Division of Corporation Finance of the Securities and Exchange Commission.

    Please call Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3416, to confirm the effectiveness of the
      Registration Statement.

            Very truly yours,

            FTC Solar, Inc.

            By:

            /s/ Anthony P. Etnyre

            Name:

            Anthony P. Etnyre

            Title:

            Chief Executive Officer

            (Principal Executive Officer)

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            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

            TEL: (212) 735-3000

            FAX: (212) 735-2000

            www.skadden.com

            March 26, 2021

            BY EDGAR

            Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, DC 20549-3561

            Attn:      Sherry Haywood

            Asia Timmons-Pierce

            Heather Clark

            Martin James

              Re:   FTC Solar, Inc.

              Amendment No. 1 to Draft Registration Statement on Form S-1

              Submitted March 9, 2021

              CIK No. 0001828161

            FIRM/AFFILIATE OFFICES

            BOSTON

            CHICAGO

            HOUSTON

            LOS ANGELES

            PALO ALTO

            WASHINGTON, D.C.

            WILMINGTON

            BEIJING

            BRUSSELS

            FRANKFURT

            HONG KONG

            LONDON

            MOSCOW

            MUNICH

            PARIS

            SÃO PAULO

            SEOUL

            SHANGHAI

            SINGAPORE

            TOKYO

            TORONTO

    On behalf of our client, FTC Solar, Inc., a Delaware corporation (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
      “Commission”) by letter dated March 24, 2021 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to the Draft Registration Statement on Form S-1 confidentially submitted to the Commission on March 9, 2021 (the “Draft

        Registration Statement”).

    Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, the Registration Statement on Form S-1 (the “Registration

        Statement”) in response to the Staff’s comments and to reflect certain other changes.

    The heading and paragraph number in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below.

      Securities and Exchange Commission

      March 26, 2021

      Page 2

    Our Customer Value Proposition, page 2

          1.

            We note your response to comment one of our prior letter and reissue our comment. Please provide the consent of the third-party in accordance with Rule 436.

    The Company respectfully acknowledges the Staff’s comment and undertakes that it will provide the consent of Eclipse-M in accordance with Rule 436.

    * * * * *

      Securities and Exchange Commission

      March 26, 2021

      Page 3

    Please contact me at (212) 735-3416 or Andrea.Nicolas@skadden.com if the Staff has any questions or requires additional information.

            Very truly yours,

            /s/ Andrea L. Nicolas

    cc: Patrick M. Cook, Chief Financial Officer, FTC Solar, Inc.

    Jacob D. Wolf, Esq., General Counsel, FTC Solar, Inc.

    Benjamin K. Marsh, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 24, 2021
Jacob Wolf
General Counsel and Secretary
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re:FTC Solar, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed March 10, 2021
CIK No. 0001828161
Dear Mr. Wolf:
            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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Our Customer Value Proposition, page 2
1.We note your response to comment one of our prior letter and reissue our
comment. Please provide the consent of the third-party in accordance with Rule 436.

 FirstName LastNameJacob Wolf
 Comapany NameFTC Solar, Inc.
 March 24, 2021 Page 2
 FirstName LastName
Jacob Wolf
FTC Solar, Inc.
March 24, 2021
Page 2
            You may contact Heather Clark, Staff Accountant at (202) 551-3624 or Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 19, 2021
Jacob Wolf
General Counsel and Secretary
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re:FTC Solar, Inc.
Draft Registration Statement on Form S-1
Filed January 25, 2021
CIK No. 0001828161
Dear Mr. Wolf:
            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 S-1 Filed January 25, 2021
Our Customer Value Proposition, page 2
1.We note your disclosure that you commissioned the study by Eclipse-M, which found that
Voyager’s installation time is 41% less than the industry average.  Please provide the
consent of the third-party in accordance with Rule 436.
Our governing documents will also provide that the Delaware Court of Chancery, page 34
2.Please revise to make your disclosure here and on page 90 consistent.  We note that your
forum selection provision identifies a state court located within the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.”  Please
disclose whether this provision applies to actions arising under the Securities Act or

 FirstName LastNameJacob Wolf
 Comapany NameFTC Solar, Inc.
 February 19, 2021 Page 2
 FirstName LastName
Jacob Wolf
FTC Solar, Inc.
February 19, 2021
Page 2
Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Employment Agreements with Named Executive Officers, page 77
3.Please file your employment agreements with your named executive officers and include
such agreements in your exhibit index.
Item 15. Recent Sales of Unregistered Securities, page II-2
4.Please name the persons or identify the class of persons to whom the shares of your
common stock were sold. See Item 701(b) of Regulation S-K.
General
5.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.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            You may contact Heather Clark, Staff Accountant at (202) 551-3624 or Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing