SecProbe.io

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 Document SEQUANS COMMUNICATIONS Forest, 15-55 boulevard Charles de Gaulle 92700 Colombes, France July 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: SEQUANS COMMUNICATIONS Registration Statement on Form F-3 Filed July 16, 2025 File No. 333-288708 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sequans Communications (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on July 25, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lowenstein Sandler LLP, request by telephone that such Registration Statement be declared effective. Please contact Steven Siesser, of Lowenstein Sandler LLP, special counsel to the Company, at (212) 204-8688, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. [ Signature Page Follows ] Very truly yours, SEQUANS COMMUNICATIONS By: /s/ Dr. Georges Karam Name: Dr. Georges Karam Title: Chief Executive Officer and Chairman cc: Steven Siesser, Lowenstein Sandler LLP

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 Document SEQUANS COMMUNICATIONS Forest, 15-55 boulevard Charles de Gaulle 92700 Colombes, France July 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: SEQUANS COMMUNICATIONS Registration Statement on Form F-3 Filed July 16, 2025 File No. 333-288709 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sequans Communications (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on July 25, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lowenstein Sandler LLP, request by telephone that such Registration Statement be declared effective. Please contact Steven Siesser, of Lowenstein Sandler LLP, special counsel to the Company, at (212) 204-8688, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. [ Signature Page Follows ] Very truly yours, SEQUANS COMMUNICATIONS By: /s/ Dr. Georges Karam Name: Dr. Georges Karam Title: Chief Executive Officer and Chairman cc: Steven Siesser, Lowenstein Sandler LLP

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

Georges Karam
Chief Executive Officer
SEQUANS COMMUNICATIONS
Forest, 15-55 boulevard Charles de Gaulle
92700 Colombes, France

 Re: SEQUANS COMMUNICATIONS
 Registration Statement on Form F-3
 Filed July 16, 2025
 File No. 333-288708
Dear Georges Karam:

 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
</TEXT>
</DOCUMENT>

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

Georges Karam
Chief Executive Officer
SEQUANS COMMUNICATIONS
Forest, 15-55 boulevard Charles de Gaulle
92700 Colombes, France

 Re: SEQUANS COMMUNICATIONS
 Registration Statement on Form F-3
 Filed July 16, 2025
 File No. 333-288709
Dear Georges Karam:

 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
</TEXT>
</DOCUMENT>

January 22, 2025
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-35135
Dear Deborah Choate:
            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 Manufacturing

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Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

Brett Cooper

E  bcooper@orrick.com

D +1 415 773 5918

F  +1 415 773 5759

January 7, 2025

Via Edgar

Heather Clark

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Heather Clark and Kevin Woody

Re: Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-35135

Dear Ms. Clark and Mr. Woody:

This letter sets forth the response of Sequans Communications S.A. (the “Company”) to the comment of the staff of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the letter dated December 17, 2024. For ease of reference, we have set forth the comment in the letter followed by the Company’s response.

Form 20-F for the Year Ended December 31, 2023

Financial Statements

Consolidated Statements of Changes in Equity (Deficit), page F-8

Comment:  We refer to your “incorporation of losses” in both 2022 and 2023 in the amounts of $327,463 and $12,727, respectively. Your disclosure in note 12 indicates that you reduced your share capital and       premium in order to reduce your accumulated deficit. Please provide further information concerning these transactions and the authoritative accounting literature that supports the basis for your conclusions.

Response:  The Company’s understanding is the Staff is inquiring on what basis has the Company reclassified accumulated losses against share capital and premium. The accounting entry as disclosed

reflects a decision of the Board of Directors, based on a delegation of authority from the shareholders at the annual meetings of shareholders of June 25, 2021 (resolution 18) and June 24, 2022 (resolution 16), to transfer part of the accounting losses of the parent company from one unrestricted equity component (i.e., Accumulated deficit) to another unrestricted equity component (i.e., Share premium). The reduction in Issued capital was from a reduction at the same time of the nominal value per ordinary share from €0.02 to €0.01. The purpose of the transfers is to balance equity ratios between Issued capital and other equity accounts in order to be in compliance with French legal requirements to maintain a certain level of equity versus nominal capital (Article L223-42 of the French commercial code).

Relevant accounting literature and observed practice

There is no general guidance on the presented components in the consolidated statement of changes in equity and the above-mentioned transfer between them in the IFRS accounting standards, which is further evidenced by little guidance in the large four audit firms accompanying literature. The following IFRS guidance was considered for the accounting treatment and disclosures:

•IAS 1.106 requires disaggregation of equity into various components that should be identified in the Consolidated Statements of Changes in Equity and IAS 1.107 provides examples of such components without defining them;

•Conceptual Framework CF 4.66 includes a discussion on the components of equity as it relates to legal, regulatory or other requirements. CF 4.66 states “Sometimes, legal, regulatory or other requirements affect particular components of equity, such as share capital or retained earnings”. Conceptual Framework CF 7.12 and CF 7.13 addresses the classification of equity and refers to jurisdictional requirements such as equity treatment under French law;

•IAS 8.10 states “In the absence of a Standard or interpretation that specifically applies to a transaction or condition, management must use its judgement in developing and applying an accounting policy that results in information that is (…)” “relevant and reliable”. IAS 8.11 states in making judgements under IAS 8.10 management should refer to and consider (a) “the requirements in IFRSs dealing with similar and related issues;” and (b) “the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the Conceptual Framework for Financial Reporting”;

•IAS 16.41 states: “The revaluation surplus included in equity in respect of an item of property, plant and equipment may be transferred directly to retained earnings when the asset is derecognised. This may involve transferring the whole of the surplus when the asset is retired or disposed of. However, some of the surplus may be transferred as the asset is used by an entity. In such a case, the amount of the surplus transferred would be the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. Transfers from revaluation surplus to retained earnings are not made through profit or loss”;

•IFRS 9.B5.7.1 states: “Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss. However, the entity may transfer the cumulative gain or loss within equity”;

•Due to the lack of specific guidance, the Company also considered IFRS 2.23 which states in part “However, this requirement does not preclude the entity from recognizing a transfer within equity, i.e. a transfer from one component of equity to another.”

The Company believes the current accounting reflected in the consolidated financial statements under IFRS is appropriate and reflects a transaction resolved by its Board of Directors as authorized by its

shareholders.  Furthermore, the company believes these entries do not materially impact the understanding by investors of the financial position of the Company and its history of losses

If you have any questions about the Company’s responses, please contact me at (415) 773-5918 or bcooper@orrick.com or Deborah Choate, the Company’s Chief Financial Officer, at 33-1-70-72-16-04 or deborah@sequans.com.

Sincerely,

/s/ Brett Cooper

Brett Cooper

cc:        Deborah Choate – Chief Financial Officer – Sequans Communications S.A

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Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

Brett Cooper

E  bcooper@orrick.com

D +1 415 773 5918

F  +1 415 773 5759

December 23, 2024

Via Edgar

Heather Clark

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re: Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-35135

Dear Ms. Clark:

In response to our communications, we are confirming that Sequans Communications S.A. (the “Company”) has requested an extension until January 7, 2025 to respond to the comments set forth in the Staff’s letter dated December 17, 2024 in connection with the above filing.

If you have any questions regarding this extension request, please contact me at (415) 773-5918.

Very truly yours,

/s/ Brett Cooper

Brett Cooper

December 17, 2024
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-35135
Dear Deborah Choate:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Financial Statements
Consolidated Statements of Changes in Equity (Deficit), page F-8
1.We refer to your "incorporation of losses" in both 2022 and 2023 in the amounts of
$327,463 and $12,727, respectively.  Your disclosure in note 12 indicates that you
reduced your share capital and premium in order to reduce your accumulated deficit.
Please provide further information concerning these transactions and the authoritative
accounting literature that supports the basis for your conclusions.

            In closing, 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.

December 17, 2024
Page 2
            Please contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 17, 2024
Jon Olsen
Partner, Goodwin Procter LLP
Sequans Communications S.A.
520 Broadway, Suite 500
Santa Monica, CA 90401
Re:Sequans Communications S.A.
Response letter filed December 26, 2023color:white;"_
Filed by Renesas Electronics Europe GmbH et al.
File No. 005-86632
Dear Jon Olsen:
            We have reviewed your response letter filed December 26, 2023.
1.While we do not necessarily agree with the analysis and conclusion set forth in your
response letter with respect to the Unsellable Company Shares, we will not issue any
further comment on the issue identified in our prior letter at this time.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
December 21, 2023
Jon Olsen
Partner, Goodwin Procter LLP
Sequans Communications S.A.
520 Broadway, Suite 500
Santa Monica, CA 90401
Re:Sequans Communications S.A.
Amended Schedule TO-T filed December 18, 2023
Amended Schedule 13E-3 filed December 18, 2023
Filed by Renesas Electronics Europe GmbH et al.
File No. 005-86632
Dear Jon Olsen:
            We have reviewed your filing 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 comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Amended Schedule TO
General
1.Please tell us how the treatment of Sequans' several securities in several countries, as
reflected in the various exhibits filed on December 18, 2023, complies with the provisions
of Rule 14e-5.

 FirstName LastNameJon Olsen
 Comapany NameSequans Communications S.A.
 December 21, 2023 Page 2
 FirstName LastName
Jon Olsen
Sequans Communications S.A.
December 21, 2023
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
October 11, 2023
Brett Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105
Re:Sequans Communications S.A.
Amended Schedule 14D-9 filed October 4, 2023
Amended Schedule 13E-3 filed October 4, 2023
File No. 005-86632
Dear Brett Cooper:
            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 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 to these comments, we may have additional comments.
Amended Schedule 14D-9
Exhibit (c)(5), page 5
1.We note your response to prior comment 1 and your filing of a confidential treatment
request for this exhibit. Comments on your application, if any, will be issued separately.

 FirstName LastNameBrett Cooper
 Comapany NameOrrick, Herrington & Sutcliffe LLP
 October 11, 2023 Page 2
 FirstName LastName
Brett Cooper
Orrick, Herrington & Sutcliffe LLP
October 11, 2023
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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October 4, 2023

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

VIA EDGAR

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Brett Cooper

100 F Street NE

(415) 773-5918

Washington, D.C. 20549

bcooper@orrick.com

Attn: Daniel Duchovny

Re:
 Sequans Communications S.A.

Schedule 14D-9 filed September 11, 2023

Schedule 13E-3 filed September 11, 2023

File No. 005-86632

Ladies and Gentlemen:

 On behalf of our client,
Sequans Communications S.A. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Staff”) with respect to the above-referenced Schedule 14D-9 and Schedule 13E-3 contained in the Staff’s letter dated September 19, 2023 (the
“Comment Letter”) and by telephone on September 20, 2023.

 The Company has publicly filed via EDGAR its amendment no. 1 to
the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9 Amendment”) and amendment no. 1 to the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3 Amendment”), which reflect the Company’s
responses to the comments received from the Staff and certain other updates. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the
responses set forth below refer to page numbers in the Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the “Schedule 14D-9”). Capitalized
terms used but not defined herein have the meanings set forth in the Schedule 14D-9.

 Schedule 14D-9

 Exhibit (c)(5), page 5

1.
 We note that it appears that slide 5 in exhibit (c)(5) appears to be redacted to omit the names of the 18
parties contacted and of the six parties that signed non-disclosure agreements. If the information is redacted, please file an unredacted exhibit or submit a confidential treatment request.

 Response: The Company acknowledges the Staff’s comment and has requested confidential treatment of the
redacted information on slide 5 in exhibit (c)(5) of the Schedule 13E-3 which is reflected in the Schedule 13E-3 Amendment.

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers &
Acquisitions

 October 4, 2023

  Page
 2

 Recommendation of the Board, page 15

2.
 Please disclose why Mr. Slonimsky was not present at the August 15,
2023 board meeting.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure set forth in “Item 4. The Solicitation or Recommendation – (a) Solicitation or Recommendation – Recommendation of the Board” of the Schedule 14D-9.

Reasons for the Offer, page 25

3.
 We note that the board considered Needham’s opinion regarding the fairness of the transaction. Note
that if any filing person has based its fairness determination on the analysis of another party with respect to any of the factors itemized in Instruction 2 to Item 1014 of Regulation M-A, the filing party
must specifically adopt the analysis of the other party in order to satisfy the disclosure obligation. Please revise to clarify.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure set forth in the bulleted paragraph captioned
“Financial Analyses and Opinion of Needham & Company” under the heading “Item 4. The Solicitation or Recommendation – (b) Reasons – Reasons for the Offer and the Other Transactions Contemplated by the Memorandum
of Understanding” of the Schedule 14D-9.

4.
 Please address how the board, in relying on the Needham opinion, was able to reach the fairness
determination as to unaffiliated security holders given that the Needham fairness opinion addressed fairness with respect to holders of your shares other than Renesas and its affiliates, rather than all unaffiliated security
holders. Refer to Item 1014(a) of Regulation M-A.

 Response: The
Company acknowledges the Staff’s comment.

 As disclosed in the Schedule 14D-9, in making its
determinations, including as to fairness, and recommending that shareholders accept the Offer and tender their Shares pursuant to the Offer, the Board considered numerous factors and focused on a number of reasons as discussed in “Item 4.
The Solicitation or Recommendation – (b) Reasons

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers &
Acquisitions

 October 4, 2023

  Page
 3

– Reasons for the Offer and the Other Transactions Contemplated by the Memorandum of Understanding”. In particular, the Board believes that it is reasonable and appropriate to
rely on the opinion from Needham & Company in its determination as to the fairness, from a financial point of view, of the consideration payable in the Offer to the unaffiliated security holders because the opinion addressed the fairness,
from a financial point of view, of such consideration to holders of the ADSs, other than Renesas or any of its affiliates, which, also by definition, included all unaffiliated security holders holding ADSs. To the extent that an affiliated security
holder may exist other than Renesas and its affiliates, the per Share cash consideration to be received by such affiliated security holder with respect to each Share held thereby will be the same in all respects as the consideration to be received
by unaffiliated security holders with respect to each Share held by them.

5.
 Please refer to the fifth bullet point on page 26. Revise your disclosure to explain what about the
company’s financial condition, results of operations, business, etc. supported the fairness determination.

Response: The Company acknowledges the Staff’s comment and has enhanced the disclosure in the fifth bullet point on page 26
(“Current Operating and Financial Condition; Standalone Prospects; and Competitive Environment”) to describe the risks to the Company to continue as a standalone company in light of its operating needs, financial condition and the
competitive environment in which it operates.

6.
 Refer to the first bullet point on page 27. Revise this disclosure to explain how, if at all, the board
considered the magnitude of the minimum condition in analyzing the likelihood of the offer’s consummation.

Response: The Company acknowledges the Staff’s comment and respectfully advises that the Board did consider the magnitude of the
Minimum Condition as a risk that the business combination with Renesas may not be consummated, as noted in the last bullet point on page 27 of the Schedule 14D-9 (“Risk of Non-Consummation”). The Company has enhanced the disclosure in this bullet point in response to the Staff’s comment.

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers &
Acquisitions

 October 4, 2023

  Page
 4

 Certain Financial Projections, page 30

7.
 Please revise to disclose the projections in full instead of summary form.

Response: The Company acknowledges the Staff’s comment and has included the projections in full on pages 30-31 of the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — (b) Reasons — Certain Financial Projections”.

Opinion of Needham & Company, LLC, page 33

8.
 Please revise to disclose the revenue and adjusted EBITDA figures for each comparable company in the
Selected Companies Analysis.

 Response: The Company acknowledges the Staff’s comment and has included the
revenue and adjusted EBITDA figures for each comparable company in the Selected Companies Analysis on page 37 of the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — (b) Reasons
— Opinion of Needham & Company, LLC—Selected Companies Analysis”.

 Oral Comment

In response to the Staff’s oral comment to provide a summary of all presentations by Needham that are reflected in the exhibits to the
Schedule 14D-9, the Company has added disclosure which summarizes all presentations by Needham & Company, LLC to the Board of Directors of the Company beginning on page 40 of the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — (b) Reasons — Opinion of Needham & Company, LLC”.

Please do not hesitate to contact me at (415) 773-5918 with any questions or further comments.

Sincerely,

/s/ Brett Cooper

Brett Cooper

cc:
 Dr. Georges Karam, Sequans Communications S.A.

Deborah Choate, Sequans Communications S.A.

United States securities and exchange commission logo
September 19, 2023
Folake Ayoola
Counsel
Goodwin Procter LLP
1900 N Street NW
Washington, DC 20036
Re:Sequans Communications, S.A.
SC TO-T filed September 11, 2023
SC 13E3 filed September 11, 2023
Filed by Renesas Electronics Europe GmbH and Renesas Electronics
Corporation
File No. 005-86632
Dear Folake Ayoola:
            We have reviewed your filings 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 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 to these comments, we may have additional comments.
Schedule 13E-3
General
1.We are in receipt of your request for confidential treatment in connection with Exhibits
(d)(7), (d)(8), and (d)(9).  Comments, if any, will be issued separately.
2.We note that Dr. Karam began discussions of of his post-closing managing director
arrangements prior to the approval of the memorandum of understanding by the Sequans
board of directors or its execution. Please include Dr. Karam as a filing person in the
Schedule 13E-3. Alternatively, please provide us with your detailed legal analysis as to
why you do not believe Dr. Karam should be added as a filing person.

 FirstName LastNameFolake Ayoola
 Comapany NameGoodwin Procter LLP
 September 19, 2023 Page 2
 FirstName LastName
Folake Ayoola
Goodwin Procter LLP
September 19, 2023
Page 2
Schedule TO -- Offer to Purchase
Purpose and Reasons for the Offer, page 34
3.We note your statements under the caption "Going Private Transaction" that the current
transaction may be subject to Rule 13e-3 and that Parent may be deemed an affiliate of
Sequans. Given your determination to file Schedule 13E-3, it is inappropriate to disclaim
your obligation to comply with Rule 13e-3 or the affiliate relationship with Sequans.
Please revise here and in section 7 of this offer document (page 54).
4.We note the managing director agreement Parent entered into with Dr. Karam. Please
provide us your legal analysis of such agreement under the provisions of Rule 14d-
10(a)(2) and (d).
Position of Parent and Purchaser Regarding Fairness of the Offer, page 36
5.Please revise this section to describe how the Parent and Purchaser considered liquidation
value in making their fairness determination.
Conditions of the Offer, page 41
6.Please clarify, if true, that securities delivered pursuant to guaranteed delivery procedures
will not be included in determining whether the Minimum Condition has been satisfied.
The Tender Offer -- Terms of the Offer -- Subsequent Offering Period, page 61
7.Please revise the first sentence of the last paragraph in this section to clarify it. As drafted,
it appears that the offer has been completed and that a notice of termination has been
delivered.
The Tender Offer -- Terms of the Offer -- Withdrawal Rights, page 61
8.Please revise to disclose the availability of withdrawal rights under section 14(d)(5) of the
Securities Exchange Act of 1934.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

May 23, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street N.E.

Washington, D.C. 20549

Attn: Erin Donahue

 Re:

 Sequans Communications S.A.

  Registration Statement on Form F-3 (File No. 333-271884)

Dear Ms. Donahue,

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sequans Communications S.A. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form F-3 effective at 4:30 p.m. Eastern Time on Thursday, May 25, 2023 or as soon thereafter as practicable.

Thank you for your attention on this matter.

Very truly yours,

Sequans Communications S.A.

By:

  /s/ Deborah Choate

  Deborah Choate

  Chief Financial Officer

cc:

 Brett Cooper, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
May 19, 2023
Dr. Georges Karam
Chief Executive Officer
SEQUANS COMMUNICATIONS
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:SEQUANS COMMUNICATIONS
Registration Statement on Form F-3
Filed May 12, 2023
File No. 333-271884
Dear Dr. Georges Karam:
            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:       Brett Cooper

United States securities and exchange commission logo
September 22, 2022
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-35135
Dear Ms. Choate:
            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 Manufacturing

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Document

ORRICK

September 20, 2022                        Orrick, Herrington & Sutcliffe LLP

The Orrick Building

 VIA EDGAR                             405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549                     Brett Cooper

Attn: Melissa Gilmore                         E  bcooperorrick.com

D  +1 415 773 5918

F  +1 415 773 5759

Re: Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-35135

Dear Ms. Gilmore,

This letter sets forth the responses of Sequans Communications S.A. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the letter dated September 8, 2022. For ease of reference, we have set forth each comment in the letter followed by the Company’s response.

Form 20-F for the Year Ended December 31, 2021

Item 3. Key Information

D. Risk Factors

Global supply chain shortages, page 15

1.      Comment:  We note that you have experienced supply chain disruptions including increased costs and price increases from suppliers. Please tell us and revise in future filings to discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products.

Response:  In response to supply chain disruptions, we purchased our entire allocation of wafers from Taiwan Semiconductor Manufacturing Company (“TSMC”), our wafer supplier, to ensure adequate supply over the next year and to avoid expected further price increases on wafers.  This action now is expected to result in increased inventory in the balance of 2022 and into 2023. Apart from the increase in inventory, the mitigation actions have not resulted in any known trends or uncertainties.

The mitigation efforts have not introduced any new material risks beyond the risks previously described in our Form 20-F.  We will address any future known trends and uncertainties, if any, in our future Form 20-F filings.

ORRICK

U.S. Securities & Exchange Commission

September 20, 2022

Page 2

2.     Comment:  Please tell us and revise in future filings to further 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.

Response:  We have had some revenue delays during 2022 due to our customers’ having supply disruptions, whether for the product using our component or for other products that have caused the customer to delay launch of the new product using our component. However, we are not able to quantify the impact on revenue since in most cases the supply disruptions resulted in our customers delaying purchase orders rather than cancelling existing orders.  We have been able to compensate for the lower product revenues by signing a large licensing agreement that is expected to improve our profitability and liquidity in 2022. We will provide more detailed disclosures of any material impact of the supply chain disruptions on our business and outlook in our Form 20-F.

 If you have any questions about the Company’s responses, please contact me at (415) 773-5918 or bcooper@orrick.com or Deborah Choate, the Company’s Chief Financial Officer, at 33-1-70-72-16-04 or deborah@sequans.com.

Sincerely,
/s/ Brett Cooper

cc:        Deborah Choate – Chief Financial Officer – Sequans Communications S.A.

United States securities and exchange commission logo
September 8, 2022
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-35135
Dear Ms. Choate:
            We have limited our review of your filing to the financial statements and related
disclosures 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 to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021
Item 3. Key Information
D. Risk Factors
Global supply chain shortages, page 15
1.We note that you have experienced supply chain disruptions including increased costs and
price increases from suppliers. Please tell us and revise in future filings to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.

 FirstName LastNameDeborah Choate
 Comapany NameSequans Communications S.A.
 September 8, 2022 Page 2
 FirstName LastName
Deborah Choate
Sequans Communications S.A.
September 8, 2022
Page 2
2.Please tell us and revise in future filings to further 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.
            In closing, 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 Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 14, 2021
Dr. Georges Karam
Chief Executive Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Registration Statement on Form F-3
Filed May 7, 2021
File No. 333-255865
Dear Dr. Karam:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brett Cooper, Esq.

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 May 14, 2021

VIA EDGAR

 Tom Jones, Attorney-Adviser

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Electronics and Machinery

 100 F Street,
NE – Mail Stop 3030

 Washington, DC 20549

Re:
 Sequans Communications S.A.

Registration Statement on Form F-3

Filed May 7, 2021

File No. 333-255865

Dear Mr. Jones:

 Sequans Communications
S.A. hereby requests effectiveness of the above referenced Registration Statement on Form F-3 pursuant to Rule 461 at 1:00 p.m. Washington, DC time on May 18, 2021 or as soon as practicable thereafter.

 Please notify Brett Cooper of Orrick, Herrington & Sutcliffe LLP at (415) 773-5918 of
such effectiveness.

 Sincerely,

Sequans Communications S.A.

/s/ Deborah Choate

Deborah Choate, Chief Financial Officer

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 November 19, 2020

VIA EDGAR

 Sherry Haywood, Attorney-Advisor

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE –
Mail Stop 3561

 Washington, DC 20549

Re:
 Sequans Communications S.A.

Registration Statement on Form F-3

Filed November 16, 2020

File No. 333-250122

Dear Ms. Haywood:

 Sequans Communications
S.A. hereby requests effectiveness of the above referenced Registration Statement on Form F-3 pursuant to Rule 461 at 1:00 p.m. Washington, DC time on November 24, 2020 or as soon as practicable
thereafter.

 Please notify Brett Cooper of Orrick, Herrington & Sutcliffe LLP at (415)
773-5918 or bcooper@orrick.com of such effectiveness.

 Sincerely,

 Sequans Communications S.A.

/s/ Deborah Choate

 Deborah Choate, Chief Financial Officer

United States securities and exchange commission logo
November 19, 2020
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Registration Statement on Form F-3
Filed November 16, 2020
File No. 333-250122
Dear Ms. Choate:
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 25, 2019
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 Boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 12, 2018
File No. 001-35135
Dear Ms. Choate:
            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 Electronics and Machinery

December 21, 2018
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
15-55 Boulevard Charles de Gaulle
92700 Colombes, France
Re:Sequans Communications S.A.
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 12, 2018
File No. 001-35135
Dear Ms. Choate:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2017
Report of Independent Registered Public Accounting Firm, page F-2
1.We note that your auditor’s opinion refers to International Financial Reporting Standards
("IFRS") as endorsed by the European Union ("EU") while Note 2 to the financial
statements state that your financial statements have been prepared in accordance with
IFRS as issued by the International Accounting Standards Board  ("IASB").  Please
amend the filing to include an auditor’s report that opines on your financial statements
prepared in accordance with IFRS as issued by the IASB.  Please note that your
auditor may opine on compliance with both IFRS as issued by the IASB and IFRS
as endorsed in the EU, if there is no difference.  Refer to Item 17(c) of Form 20-F.
            In closing, 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.

 FirstName LastNameDeborah  Choate
 Comapany NameSequans Communications S.A.
 December 21, 2018 Page 2
 FirstName LastName
Deborah  Choate
Sequans Communications S.A.
December 21, 2018
Page 2
            You may contact Eric Atallah at (202) 551-3663 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

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Acceleration Request

 December 20, 2017

VIA EDGAR

 Tom Jones, Attorney-Adviser

Amanda Ravitz, Assistant Director

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Electronics and Machinery

 100 F Street, NE – Mail Stop 3030

Washington, DC 20549

Re:

Sequans Communications S.A.

Registration Statement on Form F-3

Filed December 6, 2017

File No. 333-221919

 Dear Mr. Jones and Ms. Ravitz:

Sequans Communications S.A. hereby requests effectiveness of the above referenced Registration Statement on Form F-3 pursuant to Rule 461 at 1:00 p.m. Washington, DC time on December 22, 2017 or as soon as practicable thereafter.

Please notify Brett Cooper of Orrick, Herrington & Sutcliffe LLP at (415) 773-5918 of such
effectiveness.

Sincerely,

Sequans Communications S.A.

/s/ Deborah Choate

Deborah Choate, Chief Financial Officer

Mail Stop 3030
December 19, 2017

Via E -mail
Dr. Georges Karam
Chief Executive Officer  and Chairman
Sequans Communications S.A.
15-55 Boulevard Charles de Gaulle
92700 Colombes,  France

Re: Sequans Communications S.A.
Registration Statement on Form F-3
Filed December 6, 2017
 File No. 333 -221919

Dear Dr. Karam :

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 Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: John V. Bautista, Esq.

March 4 , 2014

Via E -mail
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

 Re: Sequans Communications S.A.
  Form 20 -F for Fiscal Year Ended December 31, 2012
  Filed March 29, 2013
  File No. 1 -35135

Dear M s. Choate :

We refer you to our comment letter dated January 31 , 2014 regarding business contacts
with Cuba, Sudan and Syria.  We have completed our review of this subject matter.  We remind
you that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defens e in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing inclu des the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

 Brett Cooper
 Orrick, Herrington & Sutcliffe LLP

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CORRESP

 ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

 405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

tel +1-415-773-5700

 fax +1-415-773-5759

 WWW.ORRICK.COM

 Brett Cooper

 (415) 773-5918

bcooper@orrick.com

 February 7, 2014

VIA EDGAR

 Cecilia Blye

Chief, Office of Global Security Risk

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Sequans Communications S.A.

Form 20-F for Fiscal Year Ended December 31, 2012

Filed March 29, 2013

File No. 1-35135

 Dear Ms. Blye:

This letter sets forth the responses of Sequans Communications S.A. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the letter dated January 31, 2014. For ease of reference, we have set forth each comment in the letter followed by the Company’s response.

General

1.
Comment: On page 6 of the 20-F, you state that a significant amount of your revenue is attributable to a small number of customers and that “Huawei” accounted for 16% of your revenue in 2012. The 2012
annual report of Huawei Investment & Holding Co., Ltd. (“Huawei Investment”) identifies a number of wholly-owned subsidiaries of Huawei Investment using the name Huawei, including Huawei Technologies Co., Ltd. (“Huawei
Technologies”). We note recent negative publicity regarding Huawei Technologies’ operations in Iran and other sanctioned countries, including articles and other documents that refer to that company as “Huawei” and allege that
Huawei Technologies assisted the Iranian regime in tracking opposition figures by installing tracking equipment for telecommunications providers in Iran. Iran is designated by the U. S. Department of State as a state sponsor of terrorism and is
subject to U.S. economic sanctions and export controls. Please discuss for us the potential for your relationship with Huawei to have an adverse impact upon your reputation and share value in light of the recent negative publicity regarding the
activities of Huawei Technologies.

 Cecilia Blye

 February 7,
2014

  Page
 2

 Response: The
Company has been selling products indirectly to Huawei Technologies through distributors, primarily Arrow Asia Pac Ltd. in Hong Kong, since 2007. The Company is typically in contact with Huawei Technologies personnel for technical support, although
on larger projects the Company may also be in contact with Huawei Technologies’ end customer (the operator) for product testing on the operator’s network. This is the case, for example, with the Company’s current main revenue
generating project with Huawei Technologies, which is a portable router sold by Huawei Technologies to KDDI Corporation, a wireless operator in Japan. For this project, the Company is currently sending its technical support personnel to KDDI
Corporation where they work with both Huawei Technologies and KDDI Corporation personnel.

 The Company understands that when Huawei
Technologies sells to small operators in emerging markets in Southeast Asia, the Middle East and Africa, on an individual basis each deal represents small sales volume for Huawei Technologies. However, these operators are urged to take
“off-the-shelf” solutions so that Huawei Technologies can produce large aggregate sales volumes. These large volumes justify Huawei Technologies’ investment with respect to these small operators, otherwise this line of business would
likely not be profitable for Huawei Technologies. The Company is typically not involved with the operators in these small transactions, and the Company has not had any involvement with any Iranian operators.

The Company has not sent any employees to Iran or designed any product for Huawei Technologies specifically for the Iranian market. However,
the Company does not know where or to whom Huawei Technologies sells its products, or if Huawei supplies Iranian customers with products that incorporate the Company’s devices. Huawei Technologies has a number of 4G products that incorporate
the Company’s products. Huawei Technologies also procures 4G technology from the Company’s competitors, and they also develop 4G technology through their in-house solution High Silicon.

The Company believes that its relationship with Huawei Technologies is not unique in its industry. Therefore, the Company believes there is
minimal risk to its reputation and stock price because the Company does not operate in Iran or design products for the Iranian market, and the Company’s competitors are exposed to similar risks relating to Huawei Technologies.

 Cecilia Blye

 February 7,
2014

  Page
 3

2.
Comment: On page 32 of the 20-F, you disclose your revenue figures for the Europe, Middle East and Africa region, and on page 55 you disclose that you had between 141 and 163 employees in that region between 2011
and 2012. On page 2 of Exhibit 99.1 of the 6-K filed October 24, 2011, you state that “several OEMs and ODMs are preparing to ship products in 2012 using [your] new chips to serve operators in [locations including] Latin America.”
Cuba, Sudan and Syria, countries located in Latin America, Africa and the Middle East, are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.

Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, customers, joint venture partners
or other direct or indirect arrangements. Your response should describe any services, products, information or technology you have provided to or received from Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.

Response: The Company has no known past, current, or anticipated contacts with any companies or persons in Cuba, Sudan or Syria, directly or through subsidiaries, affiliates, distributors, partners, customers,
joint venture partners or other indirect arrangements. The Company has no business activity, either buying or selling, and the Company has no business prospects, in Cuba, Sudan or Syria. The Company has no employees in these countries, and it has
not sent, and will not send, any employees to these countries. The Company has had no agreements, commercial arrangements or other contacts with the governments of Cuba, Sudan, or Syria or entities under their control. The Company maintains
policies, procedures, and training programs, and has resources dedicated to help ensure that it is operating in full compliance with export control and economic sanctions laws and regulations.

3.
 Comment: Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in response to the foregoing comment, and whether
those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three
fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate

 Cecilia Blye

 February 7,
2014

  Page
 4

activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives
regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that
have operations associated with Cuba, Sudan and Syria.

Response: As discussed in the response to Comment #2 above, the Company has no known past, current, or anticipated direct or indirect contacts with any companies or persons in Cuba, Sudan or Syria during the last
three fiscal years and the subsequent interim period. Accordingly, the Company does not believe that there exists a material investment risk for its security holders, and the Company does not anticipate any potential impact therefrom on its
reputation or share value.

 If you have any questions about this filing, please contact me at (415) 773-5918 or bcooper@orrick.com.

Very truly yours,

/s/ Brett Cooper

Brett Cooper

cc:
Deborah Choate

Sequans Communications S.A.

 Cecilia Blye

 February 7,
2014

  Page
 5

 In connection with this response, the
Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Acknowledged:

 /s/ Deborah Choate

Deborah Choate

 Chief Financial Officer

January 31, 2014

Via E -mail
Deborah Choate
Chief Financial Officer
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

 Re: Sequans Communications S.A.
  Form 20-F for Fiscal Year Ended December 31, 2012
  Filed March 29, 2013
  File No. 1 -35135

Dear M s. Choate :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your d isclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. On page 6 of the 20 -F, you state that a significant amount of your revenue is attributable
to a small number of customers and that “Huawei ” accounted for 16% of your revenue in
2012.  The 2012 annual report of Huawei Investment & Holding Co., Ltd. (“Huawei
Investment”) identifies a number of wholly -owned subsidiaries of  Huawei Investment
using the name Huawei, including Huawei Technologies Co., Ltd. (“Huawei
Technologies”).  We note recent negative publicity regarding Huawei Technologies’
operations in Ira n and other sanctioned countries, including articles and other documents
that refer to that company as “Huawei” and allege that Huawei Technologies assisted the
Iranian regime in tracking opposition figures by installing tracking equipment for
telecommunic ations providers in Iran.  Iran is designated by the U. S. Department of
State as a state sponsor of terrorism and is subject to U.S. economic sanctions and export
controls.  Please discuss for us the potential for your relationship with Huawei to have an

Deborah Choate
Sequans Communications S.A.
January 31, 2014
Page 2

 adverse impact upon your reputation and share value in light of the recent negative
publicity regarding the activities of Huawei Technologies.

2. On page 32 of the 20 -F, you disclose your revenue figures for the Europe, Middle East
and Africa region , and on page 55 you disclose that you had between 141 and 163
employees in that region between 2011 and 2012.  On page 2 of Exhibit 99.1 of the 6 -K
filed October 24, 2011, you state that “several OEMs and ODMs are preparing to ship
products in 2012 using [your] ne w chips to serve operators in [locations including] Latin
America.”  Cuba, Sudan and Syria, countries located in Latin America, Africa and the
Middle East, are designated by the U.S. Department of State as state sponsors of
terrorism and are subject to U.S . economic sanctions and export controls.

Please describe to us the nature and extent of your past, current, and anticipated contacts
with Cuba, Sudan and Syria, whether through subsidiaries, affiliates, distributors,
partners, customers, joint venture partners or other direct or indirect arrangements.  Your
response should describe any services, products, information or technology you have
provided to or received from Cuba, Sudan or Syria, directly or indirectly, and any
agreements, commercial arrangeme nts, or other contacts you have had with the
governments of those countries or entities controlled by their governments.

3. Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal ye ars and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s repu tation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrori sm.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.

We urge all persons who are responsible  for the ac curacy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all fac ts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Deborah Choate
Sequans Communications S.A.
January 31, 2014
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876  or me at (202) 551 -3470
if you have any qu estions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

 Brett Cooper
 Orrick, Herrington & Sutcliffe LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

November 15 , 2012

Via Email
Dr. Georges Karam
Chief Executive Officer and Chairman
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

Re: Sequans Communications S.A.
Form 20 -F for the Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 001-35135

Dear Dr. Karam :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Martin James

        Martin James
       Senior Assistant Chief Accountant

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Response Letter

 ORRICK, HERRINGTON & SUTCLIFFE LLP

1000 MARSH ROAD

 MENLO PARK, CALIFORNIA
94025

 tel +1-650-614-7400

fax +1-650-614-7401

 WWW.ORRICK.COM

 October 25, 2012

 Via EDGAR and Federal Express

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Martin James, Senior Assistant Chief Accountant

 Kate Tillan, Assistant Chief Accountant

 Tara Harkins, Staff Accountant

 Re:

 Sequans Communications S.A.

 Form 20-F for the Fiscal Year Ended December 31, 2011

 Filed
March 30, 2012

 Forms 6-K

 Filed April 26, 2012 and July 26, 2012

 File No.
001-35135

 Ladies and Gentlemen:

 We are submitting this letter on behalf of Sequans Communications S.A. (the “Company”) in response to supplemental comments from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) received by letter dated October 17, 2012 (the “Staff Letter”), relating to the Company’s Annual Report on Form 20-F filed March 30, 2012 (the
“Annual Report”) and the Company’s Reports on Form 6-K filed April 26, 2012 (the “April Report”) and July 26, 2012 (the “July Report”).

In this letter, we have cited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response. Capitalized terms used but not defined in this letter shall have the meanings given them in the Annual Report, the April Report or the July Report, as applicable.

 Securities and Exchange Commission

 October 25, 2012

  Page
 2

 Form 20-F for the Year Ended December 31, 2011

Item 5. Operating and Financial Review and Prospects

 Critical Accounting Policies and Estimates, Inventories, page 36

1.
We note your response to prior comments 1-2. Similar to your response, please revise future filings, as appropriate, to provide more detailed information related
to the valuation of your inventory.

 Response: The Company respectfully acknowledges the Staff’s
comment and confirms that, in future filings, it will provide more detailed information related to the valuation of its inventory, as appropriate.

 Item 18. Financial Statements

 Note 3. Segment Information,
page F-17

2.
Further to your response to prior comment 3, please tell us why you believe that WiMAX products are similar to LTE products for purposes of providing the
disclosure required by IFRS 8.32.

 Response: IFRS 8.32 requires reporting of revenues from external
customers for each product and service or each group of similar products and services. The Company considered the following facts in determining whether WiMAX products were similar to LTE products.

First, WiMAX and LTE products are technically similar. Indeed, the Company markets its products and services as “4G” wireless
communications products. The Company’s current 4G product portfolio includes products for WiMAX-only, WiMAX/LTE dual-mode and LTE-only, so there is no simple line between WiMAX and LTE. Although the respective standard-setting bodies for WiMAX
and LTE set specifications for how each of WiMAX and LTE should operate technically, the underlying technology that is the base of all 4G products is the same (OFDMA, MIMO, IP-based technology), the internal development process is the same, and the
end use by the customer is the same. Furthermore, to produce its products (WiMAX and LTE), the Company uses the same suppliers and identical production and testing processes for all 4G products. In addition, the logistics processes are
identical and the same third-party logistics provider serves all 4G products.

 In addition, the Company markets its
entire 4G product portfolio to the same group of target customers: manufacturers of wireless communications devices. The Company’s customers typically sell to wireless operators around the

 Securities and Exchange Commission

 October 25, 2012

  Page
 3

world, and most wireless operators who have deployed WiMAX are now either transitioning to LTE or adding LTE in addition to WiMAX, or are expected to do so in the next few years. Consequently,
the Company’s customers are also marketing the range of 4G products to largely the same group of wireless operators. Lastly, the Company generally competes with the same key competitors for business across the entire 4G product portfolio.

 Finally, WiMAX products and LTE products have similar economic characteristics, specifically in terms of margins (i.e.,
long-term average gross margins). Indeed, all the Company’s 4G products have similar selling prices (assuming same stage of the product life cycle and assuming similar volumes) and because the underlying product composition is nearly the same,
their respective cost is similar. Therefore, the Company targets similar gross margins for all 4G products.

 Based on the
above, the Company has concluded that WiMAX and LTE products are similar for purposes of providing the disclosure required by IFRS 8.32.

 Forms 6-K dated April 26, 2012 and July 26, 2012

3.
We note your responses to prior comments 6-7 and your proposed disclosure to be included in your amended filings. Please revise your proposed disclosure to also
include a reconciliation of your non-IFRS, or non-GAAP, basic and diluted earnings (loss) per share for each reporting period presented. Refer to the guidance in Item 10(e) of Regulation S-K and the Division of Corporation Finance Compliance
and Disclosure Interpretations No. 102.05 available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 Response: Upon completion of the Staff’s review, the Company intends to amend Exhibit 99.1 to the April Report to delete the final table entitled “Unaudited Reconciliation of Non-IFRS Financial
Results” and replace it with the table set forth in Exhibit A to this letter. The Company further intends to amend Exhibit 99.1 to the July Report to remove the final two tables entitled “Unaudited Reconciliation of Non-IFRS
Financial Results” and replace them with the tables set forth in Exhibit B to this letter.

 Securities and Exchange Commission

 October 25, 2012

  Page
 4

4.
Further to the above, we note that you present forward-looking non-IFRS net loss per diluted share/ADS. Please also amend your filings to include a reconciliation
for this non-GAAP information to the extent available as required by Item 10(e)(1)(i)(b) of Regulation S-K.

 Response: The forward-looking non-IFRS net loss per diluted share / ADS outlook included in the April Report and the July Report excluded the impact of stock based compensation. Since the amount of stock
based compensation is determined based on the total amount of the equity granted in the relevant quarter and the market value of the underlying shares on the date of grant, among other valuation variables, it was not possible to calculate the amount
to be adjusted when the outlook was issued because additional equity awards could be granted before the quarter end. As a result, the information was not available to provide a reconciliation for this non-IFRS estimate.

* * * * * * * * * * * * * * *

 Please do not hesitate to contact me by telephone at (650) 614-7652 or by fax at (650) 614-7401 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ John V. Bautista

 John V. Bautista

cc:
Georges Karam, Sequans Communications S.A.

Deborah Choate, Sequans Communications S.A.

 Exhibit A

SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Three months ended

 (in thousands of US$, except share and per share amounts)

March 31,
2012

Dec 31,
2011

March 31,
2011

 Net IFRS profit (loss) as reported

(9,043
)

(5,615
)

1,896

 Add back

 Stock-based compensation expense according to IFRS 2

1,306

1,324

463

 Non-IFRS profit (loss) adjusted

(7,737
)

(4,291
)

2,359

 IFRS basic earnings (loss) per share as reported

($
0.26
)

($
0.16
)

$
0.07

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.04

$
0.04

$
0.02

 Non-IFRS basic earnings (loss) per share

($
0.22
)

($
0.12
)

$
0.09

 IFRS diluted earnings (loss) per share

($
0.26
)

($
0.16
)

$
0.07

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.04

$
0.04

$
0.01

 Non-IFRS diluted earnings (loss) per share

($
0.22
)

($
0.12
)

$
0.08

 Exhibit B

SEQUANS COMMUNICATIONS S.A.

 UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Three months ended

 (in thousands of US$, except share and per share amounts)

June 30,
2012

March 31,
2012

June 30,
2011

 Net IFRS profit (loss) as reported

(8,304
)

(9,043
)

58

 Add back

 Stock-based compensation expense according to IFRS 2

917

1,306

1,134

 Change in the fair value of convertible notes option component

—

—

1,651

 Non-IFRS profit (loss) adjusted

(7,387
)

(7,737
)

2,843

 IFRS basic earnings (loss) per share as reported

($
0.24
)

($
0.26
)

$
0.00

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.03

$
0.04

$
0.04

 Change in the fair value of convertible notes option component

—

—

$
0.05

 Non-IFRS basic earnings (loss) per share

($
0.21
)

($
0.22
)

$
0.09

 IFRS diluted earnings (loss) per share

($
0.24
)

($
0.26
)

$
0.00

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.03

$
0.04

$
0.03

 Change in the fair value of convertible notes option component

—

—

$
0.05

 Non-IFRS diluted earnings (loss) per share

($
0.21
)

($
0.22
)

$
0.08

 SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Six months ended

 (in thousands of US$, except share and per share amounts)

June 30,
2012

June 30,
2011

 Net IFRS profit (loss) as reported

(17,347
)

1,953

 Add back

 Stock-based compensation expense according to IFRS 2

2,223

1,597

 Change in the fair value of convertible notes option component

—

1,651

 Non-IFRS profit (loss) adjusted

(15,124
)

5,201

 IFRS basic earnings (loss) per share as reported

($
0.50
)

$
0.06

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.06

$
0.05

 Change in the fair value of convertible notes option component

—

$
0.06

 Non-IFRS basic earnings (loss) per share

($
0.44
)

$
0.17

 IFRS diluted earnings (loss) per share

($
0.50
)

$
0.06

 Add back

 Stock-based compensation expense according to IFRS 2

$
0.06

$
0.05

 Change in the fair value of convertible notes option component

—

$
0.05

 Non-IFRS diluted earnings (loss) per share

($
0.44
)

$
0.16

October 17 , 2012

Via E -mail
Dr. Georges Karam
Chief Executive Officer and Chairman
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

Re: Sequans Communications S.A.
Form 20 -F for the Fiscal Year Ended  December 31, 2011
Filed March 30, 2012
Form s 6-K
Filed April 26, 2012  and July 26, 2012
File No. 001-35135

Dear Dr. Karam :

We have reviewed your response letter dated October 5, 2012 and filings and have the
following comment s.   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 within ten b usiness days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appro priate, please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for the Year Ended December 31, 2011

Item 5.  Operating and Financial Review and Prospects

Critical Accounting Policies and Estimates, Inventories, page 36

1. We note your response to prior comments 1 -2.  Similar to your response, p lease revise
future filings , as appropriate,  to provide more detailed i nformation related to the
valuation of your inventory .

Dr. Georges Karam
Sequans Communications S.A.
October 17, 2012
Page 2

 Item 18.  Financial Statements

Note 3.  Segment Information, page F -17

2. Further to your response to prior comment 3, please tell us why you believe that WiMAX
products are similar to LTE products for purposes of providing the disclosure required by
IFRS 8.32.

Forms 6 -K dated April 26, 2012 and July 26, 2012

3. We note your responses to prior comments 6 -7 and your proposed disclosure to be
included in your amended filings.  Please revise yo ur proposed disclosure to also include
a reconciliation of your non -IFRS, or non -GAAP, basic and diluted earnings (loss) per
share for each reporting period presented.  Refer to the guidance in Item 10(e) of
Regulation S -K and the Division of Corporation F inance Compliance and Disclosure
Interpretations No. 102.05 available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

4. Further to the above, we note that you present forward -looking non-IFRS  net loss per
diluted share/ADS.  Please also amend your filings to include a reconciliation for this
non-GAAP information to the extent available as required by  Item 10(e)(1)(i)(b) of
Regulation S -K.

You m ay contact Tara Harkins, Staff Accountant , at (202) 551 -3639  or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604  if you have questions regarding comments on the
financial statements and related matters.  You may also contact me at (202) 551 -3671 with any
other questions.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC Response Letter

 ORRICK, HERRINGTON & SUTCLIFFE LLP

 1000 MARSH ROAD

 MENLO PARK, CALIFORNIA 94025

 tel +1-650-614-7400

 fax +1-650-614-7401

WWW.ORRICK.COM

 October 5, 2012

Via EDGAR and Federal Express

U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attn:
Martin James, Senior Assistant Chief Accountant

Kate Tillan, Assistant Chief Accountant

Tara Harkins, Staff Accountant

Re:
Sequans Communications S.A.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed March 30, 2012

Forms 6-K

Filed April 26, 2012 and July 26, 2012

File No. 001-35135

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of Sequans Communications S.A. (the “Company”) in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated September 26, 2012 (the “Staff Letter”), relating to the
Company’s Annual Report on Form 20-F filed March 30, 2012 (the “Annual Report”) and the Company’s Reports on Form 6-K filed April 26, 2012 (the “April Report”) and July 26, 2012 (the
“July Report”).

 In this letter, we have cited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this letter shall have the meanings given them in the Annual Report, the April Report or the July Report, as applicable.

As requested by the Staff, we include as Annex I a letter from the Company that sets forth the requested acknowledgements with respect to
filings made by the Company.

 Securities and Exchange Commission

 October 5, 2012

  Page
 2

 Form 20-F for the Year Ended December 31, 2011

Item 5. Operating and Financial Review and Prospects

 Critical Accounting Policies and Estimates, Inventories, page 36

1.
We note your disclosures herein and on page F-13 related to your valuation of inventory. Please tell us how you develop certain of your assumptions such as
“future demand” for purposes of your inventory valuation analysis. Indicate how you arrived at your estimates for changes in demand and the historical variability of such estimates.

Response: When the Company considers future demand for a product, there are a number of factors that it takes into consideration,
including purchase orders and forecasts from customers, which in normal market conditions give the Company good visibility for the next three months and some view on the following three months, the Company’s own internal projections based on
customer inputs and new business opportunities, and estimates of market potential based on reports from industry analysts. The time horizon considered for future demand varies depending on the nature of the product, meaning the Company considers if
the product is newly-introduced or approaching end-of-life, if the product is in finished good form or in component form, and if the product is incorporated in a large or small number of different end-user products from few or many customers.

2.
Further to the above, we note your disclosures on page 9 and throughout the filing that you experienced cancellations of chip orders from HTC, your largest
customer, during the fourth quarter of fiscal 2011. We further note from your Form 6-K filed on July 26, 2012 that you reported $11.1 million of total sales for the six months ended June 30, 2012 as compared to $56 million of total sales
for the six months ended June 30, 2011. Considering these factors, please explain to us in more detail how you have evaluated inventory for realizability as of December 31, 2011. Discuss why you believe the full amount of inventory
recorded as of December 31, 2011 is realizable.

 Response: In the second half of 2011, Sprint, the
WiMAX operator representing about half of the total WiMAX market worldwide, announced that it would be launching the 3G iPhone and dedicating its financial resources to promoting this product line rather than its WiMAX products. This caused other
operators to review their plans and, for some months, the Company experienced a great deal of uncertainty on the part of its customers and WiMAX operators in general.

 Securities and Exchange Commission

 October 5, 2012

  Page
 3

 At December 31, 2011, the Company’s inventory totaled $11,660,000, of
which $6,106,000 was in the form of components (primarily silicon wafers and memory chips) and $5,554,000 was in the form of finished goods. Of these totals, $11,457,000 related to WiMAX products ($6,106,000 in the form of components and $5,351,000
in the form of finished goods). Of the WiMAX products, $4,421,000 of the finished goods was for the chip (SQN1210) that had been the subject of the order cancellations from HTC. $6,106,000 of the components inventory was for WiMAX products, but
$5,891,000 of this amount could be used for either the SQN1210 or the SQN1220. The SQN12XX products have essentially the same functionality, but the SQN1210 is optimized for smartphones while the SQN1220 is optimized for data-centric terminals such
as USB dongles.

 In considering the realizability of the inventory at December 31, 2011, the Company considered
demand indicated by HTC and other customers, overall market potential in 2012 and 2013 based on input from operators and analysts, and the remaining estimated commercial life of our products.

At December 31, 2011, the Company had no indication of demand from HTC, given that HTC had just cancelled orders at the end of
December, and the Company knew that HTC had inventory to use before the Company would see new purchase orders. The Company had purchase orders and forecasts from other customers that only gave it visibility for a few months.

On the other hand, the Company reviewed information from WiMAX operators and analysts that showed that HTC’s WiMAX handsets would
have a reduced but continued run-rate in 2012 and 2013. For example, the Company was told that it was likely that certain mobile virtual network operators would introduce WiMAX services in 2012 using HTC devices and that an existing operator was
planning to launch an HTC WiMAX device in 2012.

 The Company also considered the overall WiMAX market potential and not
just the short-term view from customers who themselves did not have a lot of visibility. Industry analyst reports from a leading research firm dated January 2011 showed the WiMAX market growth slowing but still representing significant volumes in
2012- 2014, with WiMAX device sales totaling over 40 million units in 2012 and growing to over 60 million units in 2014.

 In late March 2012, the Company began receiving confirmation from the operators who purchase product from HTC that there would be new WiMAX product launches in 2012 (the pre-paid card programs at Virgin
Mobile and Boost in the US, and some small launches by Taiwanese operators). In addition, a Japanese operator confirmed its launch of a new HTC WiMAX phone in April 2012.

 While HTC was the Company’s largest customer for the SQN1210, they were not the Company’s only customer. The SQN1210 is a standard product and used in many different
end-

 Securities and Exchange Commission

 October 5, 2012

  Page
 4

products by many different customers, including customers selling into emerging markets that are not expected to stop their WiMAX networks in the short-term. The Company has continued to receive
orders and ship WiMAX products to other customers.

 The SQN1210 had gone into mass production in the second quarter of 2011
and was a fairly young product, which could be saleable for another 2-4 years.

 In conclusion, based on the Company’s
view of the market potential for WiMAX, the fact that it continued to ship product to customers other than HTC in Q1, and that it received indications that demand for the HTC products would resume by mid-2012, combined with the relatively long
remaining commercial life for these products, the Company considered that at December 31, 2011, it was probable that the inventory at that date would be realized at the book value or more prior to the inventory become obsolete or unsaleable.

 The Company continues to evaluate realizability at each balance sheet date. During the second quarter of 2012, the Company
began to receive new orders and forecast information from HTC indicating demand for goods to be delivered in Q2 – Q4. As of September 30, 2012, the Company had shipped 99% of the WiMAX product that it had in the form of finished goods at
December 31, 2011 and began producing additional finished goods in Q3 and Q4 2012 to meet additional demand in Q4 and into 2013.

Item 18. Financial Statements

 Note 3. Segment Information, page F-17

3.
Please tell us how you considered the disclosure required by IFRS 8.32 related to information about revenues from external customers for each product and service.

 Response: The Company reports product revenue and other revenue from external customers on the face of
our consolidated statement of operations. Product revenues are derived from the sale of semiconductor solutions for 4G wireless broadband applications. Other revenues consist of license revenues, maintenance, and support services.

The Company’s products and services related to semiconductor solutions for 4G wireless broadband applications (involving either
WiMAX or LTE technology, or, beginning in 2012, a combination of the two) are all similar in nature and therefore allow aggregation.

4.
We note the table on page F-18 showing revenues by region. Please tell us how your disclosure considered IFRS 8.33 including disclosing revenues from external
customers attributed to the company’s country of domicile and, where material, disclosing revenues attributed to an individual foreign country.

 Securities and Exchange Commission

 October 5, 2012

  Page
 5

 Response: As disclosed in Note 3 to our consolidated financial statements, sales to
external customers are based on the geographical location of our customers, i.e., the billing addresses of the Company’s customers, regardless of the legal entity originating the sale. Indeed, all sales are generated by the Company’s
French-based parent company.

 In addition, revenues from external customers based in France are deemed not material for all
periods presented. Finally, the information related to revenues from external customers attributed to an individual country, where material, is provided in Note 18.3 to our consolidated financial statements, under “Credit Risk” (page F-36
of the Annual Report).

5.
Please tell us how you considered the disclosures required by IFRS 8.34 related to information about the extent of the company’s reliance on its major
customers.

 Response: Information about major customers and required disclosures form single customers
accounting for 10% or more of the Company’s total revenues is provided in Note 18.3 to our consolidated financial statements, under “Credit Risk” (page F-36 of the Annual Report).

Forms 6-K dated April 26, 2012 and July 26, 2012

6.
We see that you present non-IFRS, or non-GAAP, financial information in your Forms 6- K and that the filings are also incorporated by reference into your Form F-3
filed on July 26, 2012. Further, we note that as part of the reconciliation required by Item 10(e) of Regulation S-K you present full Non-IFRS (non-GAAP) statements of operations. It is generally not appropriate to present a full non-GAAP
statement of operations for purposes of reconciling non-GAAP measures to the most directly comparable GAAP measures since to do so may attach undue prominence to the non-GAAP information. Please amend your filings to remove the full Non-IFRS
(non-GAAP) statements of operations. To the extent you continue to present specific non-GAAP measures in the amended Forms 6-K, please comply fully with the reconciliation and disclosure requirements of Item 10(e) of Regulation S-K. Refer to
the staff’s guidance provided in the Division of Corporation Finance Compliance and Disclosure Interpretations Nos. 106.03 and 102.10.

 Response: Upon completion of the Staff’ review, the Company intends to amend Exhibit 99.1 to the April Report to delete the final table entitled “Unaudited Reconciliation of Non-IFRS

 Securities and Exchange Commission

 October 5, 2012

  Page
 6

Financial Results” and replace it with the table set forth in Exhibit A to this letter. The Company further intends to amend Exhibit 99.1 to the July Report to remove the final two
tables entitled “Unaudited Reconciliation of Non-IFRS Financial Results” and replace them with the tables set forth in Exhibit B to this letter.

7.
In addition, we note that in your Forms 6-K you presented non-IFRS, or non-GAAP, information for the periods ended December 31, 2011, March 31,
2011 and June 30, 2011 without the related reconciliations and disclosures required by Item 10(e) of Regulation S-K. To the extent you continue to present specific non-GAAP measures for these periods in the amended Forms 6-K, please comply
fully with the reconciliation and disclosure requirements of Item 10(e) of Regulation S-K. Refer to the staff’s guidance provided in the Division of Corporation Finance Compliance and Disclosure Interpretations No. 106.03.

 Response: The Company respectfully acknowledges the Staff’s comment and confirms that, for future
periods, it will comply fully with the reconciliation and disclosure requirements of Item 10(e) of Regulation S-K to the extent the Company continues to present specific non-IFRS measures.

* * * * * * * * * * * * * * *

 Please do not hesitate to contact me by telephone at (650) 614-7652 or by fax at (650) 614-7401 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ John V. Bautista

 John V. Bautista

cc:
Georges Karam, Sequans Communications S.A.

         Deborah Choate, Sequans Communications S.A.

 Exhibit A

SEQUANS COMMUNICATIONS S.A.

 UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Three months ended

 (in thousands of US$, except share and per share amounts)

March 31,
2012

Dec 31,
2011

March 31,
2011

 Net IFRS profit (loss) as reported

(9,043
)

(5,615
)

1,896

 Add back

 Stock-based compensation expense according to IFRS 2

1,306

1,324

463

 Non-IFRS profit (loss) adjusted

(7,737
)

(4,291
)

2,359

 Non-IFRS basic earnings (loss) per share

($
0.22
)

($
0.12
)

$
0.09

 Non-IFRS diluted earnings (loss) per share

($
0.22
)

($
0.12
)

$
0.08

 Exhibit B

SEQUANS COMMUNICATIONS S.A.

 UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Three months ended

 (in thousands of US$, except share and per share amounts)

June 30,
2012

March 31,
2012

June 30,
2011

 Net IFRS profit (loss) as reported

(8,304
)

(9,043
)

58

 Add back

 Stock-based compensation expense according to IFRS 2

917

1,306

1,134

 Change in the fair value of convertible notes option component

—

—

1,651

 Non-IFRS profit (loss) adjusted

(7,387
)

(7,737
)

2,843

 Non-IFRS basic earnings (loss) per share

($
0.21
)

($
0.22
)

$
0.09

 Non-IFRS diluted earnings (loss) per share

($
0.21
)

($
0.22
)

$
0.08

 SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

Six months ended

 (in thousands of US$, except share and per share amounts)

June 30,
2012

June 30,
2011

 Net IFRS profit (loss) as reported

(17,347
)

1,953

 Add back

 Stock-based compensation expense according to IFRS 2

2,223

1,597

 Change in the fair value of convertible notes option component

1,651

 Non-IFRS profit (loss) adjusted

(15,124
)

5,201

 Non-IFRS basic earnings (loss) per share

($
0.44
)

$
0.17

 Non-IFRS diluted earnings (loss) per share

($
0.44
)

$
0.16

 Annex I

SEQUANS COMMUNICATIONS S.A.

 19 Le Parvis

 92073 Paris-La Défense, France

October 5, 2012

 Via EDGAR and Federal
Express

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Martin James, Senior Assistant Chief A

September 26, 2012

Via E -mail
Dr. Georges Karam
Chief Executive Officer and Chairman
Sequans Communications S.A.
19 Le Parvis
92073 Paris -La Défense, France

Re: Sequans  Communications S.A.
Form 20 -F for the Fiscal Year Ended  December 31, 2011
Filed March 30, 2012
Form s 6-K
Filed April 26, 2012  and July 26, 2012
File No. 001-35135

Dear Dr. Karam :

We have reviewed your filing s 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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our c omments 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 filings and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for the Year Ended December 31, 2011

Item 5.  Operating and Financial Review and Prospects

Critical Accounting Policies and Estimates, Inventories, page 36

1. We note your disclosures herein and on page F-13 related to your valuation of inventory.
Please tell us  how you develop certain of your assumptions such as “ future demand ” for
purposes of your inventory valuation analysis.  Indicate how you arrived at your
estimates for changes in demand  and the historical variability of such estimates.

Dr. Georges Karam
Sequans Communications S.A.
September 26, 2012
Page 2

 2. Further to the above, we note your disclosures on page 9 and throughout the filing that
you experienced cancellations of chip orders from HTC, your largest customer, during
the fourth quarter of fiscal 2011.  We further note from your Form 6 -K filed on Jul y 26,
2012 that you reported $11.1 million of total sales for the six months ended June 30, 2012
as compared to $56 million of total sales for the six months ended June 30, 2011.
Considering these factors, please explain to us in more detail how you have evaluated
inventory for realizability as of December 31, 2011.  Discuss why you believe the full
amount of inventory recorded as of December 31, 2011 is realizable.

Item 18.  Financial Statements

Note 3.  Segment Information, page F -17

3. Please tell us ho w you considered the disclosure required by IFRS 8.32 related to
information about revenues from external customers for each product and service.

4. We note the table on page F -18 showing revenues by region .  Please tell us how your
disclosure considered IFR S 8.33 including  disclos ing revenues from external customers
attributed to the company’s  country of domicile and , where material, disclosing revenues
attributed to an individual foreign country .

5. Please tell us how you considered the disclosures required b y IFRS8.34 related to
information about the extent of the company’s reliance on its major customers.

Forms 6 -K dated April 26, 2012 and July 26, 2012

6. We see that you present non -IFRS, or non -GAAP, financial information in your Forms 6 -
K and  that the filings are also incorporated by reference into your Form F -3 filed on July
26, 2012.   Further, we note that as part of the reconciliation required by Item 10(e) of
Regulation S -K you present full Non -IFRS (non -GAAP) statements of operations. It is
generally not appropriate to present a full non -GAAP statement of operations for
purposes of reconciling non -GAAP measures to the most directly comparable GAAP
measures since to do so may attach undue prominence to the non -GAAP
information.   Please amen d your filings to remove the full Non -IFRS (non -GAAP)
statements of operations.    To the extent you continue to present specific non -GAAP
measures in the amended Forms 6 -K, please comply fully with the reconciliation and
disclosure requirements of Item 10( e) of Regulation S -K. Refer to the staff’s guidance
provided in the Division of Corporation Finance Compliance and Disclosure
Interpretations Nos. 106.03 and 102.10.

7. In addition, we note that in your Forms 6 -K you presented non -IFRS, or non -GAAP,
information for the periods ended December 31, 2011, March 31, 2011 and June 30, 2011
without the related reconciliations and disclosures required by Item 10(e) of Regulation
S-K.  To the extent you continue to present specific non -GAAP measures for these

Dr. Georges Karam
Sequans Communications S.A.
September 26, 2012
Page 3

 periods in the amended Forms 6 -K, please comply fully with the reconciliation and
disclosure requirements of Item 10(e) of Regulation S -K.  Refer to the staff’s guidance
provided in the Division of Corporation Finance Compliance and Disclosure
Interpretati ons No. 106.03.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tara Harkins, Staff Accountant , at (202) 551 -3639  or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604  if you have questions regarding comments on the
financial statements and related matters.  You may also contact me at (202) 551 -3671 with any
other questions.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant