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                        August 29, 2023

       CERTIFIED MAIL
       RETURN RECEIPT REQUESTED

       Matthew Pierce
       Chief Executive Officer
       Versus Systems Inc.
       6701 Center Drive West, Suite 480
       Los Angeles, CA 90045

                                                        Re: Versus Systems Inc.
                                                            Registration
Statement on Form F-3
                                                            Filed August 11,
2022
                                                            File No. 333-266755

       Dear Matthew Pierce:

               It has been more than nine months since you filed this
registration statement and it is now
       out of date. Within 30 days from the date of this letter, you should
either:

                                                  amend it to comply with the
applicable requirements of the Securities Act of 1933, the rules
                                                and regulations under the Act,
and the requirements of the form; or

                                                  file a request for
withdrawal.

              If you requested confidential treatment for portions of any
exhibits to your registration
       statement and you request withdrawal of that registration statement,
please submit a concurrent
       request for withdrawal of your application for confidential treatment.

              If you do not amend the registration statement or file a request
for withdrawal (or provide
       us with a satisfactory explanation of why you have not done either)
within 30 days, we may enter
       an order declaring the registration statement abandoned under rule 479
of the Act.
 Matthew Pierce
Versus Systems Inc.
August 29, 2023
Page 2

      Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his
absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.



FirstName LastNameMatthew Pierce                            Sincerely,
Comapany NameVersus Systems Inc.
                                                            Division of
Corporation Finance
August 29, 2023 Page 2                                      Office of
Technology
FirstName LastName