January 28, 2020

Richard J. Brown
Chairman and Chief Executive Officer
Odyssey Semiconductor Technologies, Inc.
9 Brown Road
Ithaca, NY 14850

       Re: Odyssey Semiconductor Technologies, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed January 15, 2020
           File No. 333-234741

Dear Dr. Brown:

        We have reviewed your amended registration statement and have the
following
comments. In some of our comments we may ask you to provide us information so
that we may
better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe that our comments apply to your
facts and
circumstances or do not believe that an amendment is appropriate, please tell
us why in your
response.

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

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

General

1.     We note that you reduced the number of shares of common stock being
registered for
       resale by the selling stockholders from 11,315,627 to 5,998,960. Given
the apparent
       nature and size of the resale offering relative to the outstanding
shares of common stock
       held by non-affiliates, it still appears that this transaction may be an
indirect primary
       offering by or on behalf of the company. Tell us why you believe that
you can rely on
       Rule 415(a)(1)(i) for this transaction, why the offering is not an
indirect primary offering,
       and why the selling stockholders should not be identified as
underwriters. Your analysis
       should specifically address the selling stockholders who received their
securities at the
       company's formation when it was a shell company. Please refer to our
Compliance and
       Disclosure Interpretation 612.09 of the Securities Act Rules available
on the
 Richard J. Brown
Odyssey Semiconductor Technologies, Inc.
January 28, 2020
Page 2
         Commission's website for guidance.
Cover Page

2.       We note your response to comment 9. Please revise to include the price
at which the
         securities will be sold in a pre-effective amendment to your
registration statement.
Consulting Service, page 5

3.       We note your response to comment 11. Clarify here and elsewhere that
you plan on
         licensing three patents from Cornell University for use of technology
in the semiconductor
         devices that you will make for Akash Systems, Inc. or Akash, provided
you come to an
         agreement with Akash for use of the patented technology in its
products.
The Offering, page 6

4.       Disclosure in footnote (2) that 11,159,661 shares of common stock are
being offered by
         selling stockholders is inconsistent with disclosure elsewhere. Please
reconcile the
         disclosures.
Share Exchange with Odyssey Semiconductor, Inc., page II-2

5.       Refer to comment 30. State the value of the issued and outstanding
securities of Odyssey
         Semiconductor that the company acquired in the share exchange.
        You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732
or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.



FirstName LastNameRichard J. Brown                  Sincerely,
Comapany NameOdyssey Semiconductor Technologies, Inc.
                                                    Division of Corporation
Finance
January 28, 2020 Page 2                             Office of Manufacturing
FirstName LastName