July 9, 2021
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F St NE
Washington, D.C. 20549
Attention: Anuja A. Majmudar
Timothy S. Levenberg
| Re: | Torchlight Energy Resources, Inc. |
Registration Statement on Form S-3
Filed May 28, 2021
File No. 333-256636
Acceleration Request
Requested Date: | July 9, 2021 | |
Requested Time: | 5:00 PM Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Meta Materials Inc. (formerly known as Torchlight Energy Resources, Inc., the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-256636) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.
The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 209-1020 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399.
Securities and Exchange Commission
Re: Meta Materials, Inc.
July 9, 2021
Page 2
Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 209-1020.
| Sincerely, | ||
| META MATERIALS INC. | ||
| By: | /s/ Ken Rice | |
| Ken Rice | ||
| Chief Financial Officer & Executive Vice President | ||
cc: Thomas E. Hornish, Esq. |
Wilson Sonsini Goodrich & Rosati, Professional Corporation |
