VIA EDGAR
June 8, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Alexander King
| Re: | Meta Materials Inc. |
Acceleration Request for Registration Statement on Form S-3
Filed June 2, 2022
File No. 333-265371
Acceleration Request
Requested Date: June 10, 2022
Requested Time: 4:30 P.M. Eastern Time
Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Meta Materials Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-265371) (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 or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Robert Wernli at (619) 361-4805.
| Sincerely, |
| Meta Materials Inc. |
/s/ Kenneth Rice |
| Kenneth Rice |
| Chief Financial Officer and Chief Operating Officer |
| cc: | Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C. |
Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C.
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