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                               September 19, 2023

       Brett Cooper
       Partner
       Orrick, Herrington & Sutcliffe LLP
       The Orrick Building
       405 Howard Street
       San Francisco, CA 94105

                                                        Re: Sequans
Communications S.A.
                                                            Schedule 14D-9
filed September 11, 2023
                                                            Schedule 13E-3
filed September 11, 2023
                                                            File No. 005-86632

       Dear Brett Cooper:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Schedule 14D-9

       Exhibit (c)(5), page 5

   1.                                                   We note that it appears
that slide 5 in exhibit (c)(5) appears to be be redacted to omit the
                                                        names of the 18 parties
contacted and of the six parties that signed non-disclosure
                                                        agreements. If the
information is redacted, please file an unredacted exhibit or submit a
                                                        confidential treatment
request.
       Recommendation of the Board, page 15

   2.                                                   Please disclose why Mr.
Slonimsky was not present at the August 15, 2023 board meeting.
       Reasons for the Offer, page 25

   3.                                                   We note that the board
considered Needham   s opinion regarding the fairness of the
 Brett Cooper
Orrick, Herrington & Sutcliffe LLP
September 19, 2023
Page 2
         transaction. Note that if any filing person has based its fairness
determination on the
         analysis of another party with respect to any of the factors itemized
in Instruction 2 to
         Item 1014 of Regulation M-A, the filing party must specifically adopt
the analysis of the
         other party in order to satisfy the disclosure obligation. Please
revise to clarify.
4.       Please address how the board, in relying on the Needham opinion, was
able to reach the
         fairness determination as to unaffiliated security holders given that
the Needham fairness
         opinion addressed fairness with respect to holders of your shares
other than Renesas and
         its affiliates, rather than all unaffiliated security holders. Refer
to Item 1014(a) of
         Regulation M-A.
5.       Please refer to the fifth bullet point on page 26. Revise your
disclosure to explain what
         about the company's financial condition, results of operations,
business, etc. supported the
         fairness determination.
6.       Refer to the first bullet point on page 27. Revise this disclosure to
explain how, if at all,
         the board considered the magnitude of the minimum condition in
analyzing the likelihood
         of the offer's consummation.
Certain Financial Projections, page 30

7.       Please revise to disclose the projections in full instead of summary
form.
Opinion of Needham & Company, LLC, page 33

8.       Please revise to disclose the revenue and adjusted EBITDA figures for
each comparable
         company in the Selected Companies Analysis.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Daniel Duchovny at 202-551-3619.



FirstName LastNameBrett Cooper                                  Sincerely,
Comapany NameOrrick, Herrington & Sutcliffe LLP
                                                                Division of
Corporation Finance
September 19, 2023 Page 2                                       Office of
Mergers & Acquisitions
FirstName LastName