August 2, 2022
VIA EDGAR
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Gregory Herbers
| Re: | Meta Materials Inc. Registration Statement on Form S-3 |
Filed July 22, 2022
File No. 333-266276
Acceleration Request
| Requested Date: | August 4, 2022 | |||
| Requested Time: | 4:00 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. 333-266276) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert Wernli at (858) 350-2273.
Sincerely,
| META MATERIALS INC. |
/s/ Kenneth Rice |
| Kenneth Rice |
| Chief Operating Officer and Chief Financial Officer |
| cc: | Charlotte Kim, Wilson Sonsini Goodrich & Rosati, P.C. |
Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.
Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C.
Tom Hornish, Wilson Sonsini Goodrich & Rosati, P.C.
