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                              May 23, 2023

       Matthew Pierce
       Chief Executive Officer
       Versus Systems Inc.
       1370 N. St Andrews Pl
       Los Angeles, CA 90028

                                                        Re: Versus Systems Inc.
                                                            Registration
Statement on Form F-1
                                                            Filed May 9, 2023
                                                            File No. 333-271771

       Dear Matthew Pierce:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe 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.

       Registration Statement on Form F-1 filed May 9, 2023

       Cover Page

   1.                                                   We note the disclosures
throughout your registration statement, including on the cover
                                                        page, that your
offering of common shares and warrants will be at an "assumed" public
                                                        offering price. Please
revise to confirm that the offering price will be fixed for the
                                                        duration of this
offering.
   2.                                                   Please revise your
cover page and summary of "The Offering" on page 6 to (i) disclose
                                                        the exercise limitation
for holders of your common warrants as disclosed on page 17 and
                                                        (ii) clarify that
investors "may not" exercise any portion of the pre-funded warrants to the
                                                        extent that a holder
would own more than 4.99% (or up to 9.99% with prior notice) of
                                                        your outstanding common
shares immediately after exercise as disclosed on page 16.
 Matthew Pierce
Versus Systems Inc.
May 23, 2023
Page 2
Prospectus Summary, page 1

3.       Please revise your prospectus summary to briefly describe the
notification from Nasdaq
         that the company is not in compliance with the minimum bid price
requirement set forth in
         Nasdaq   s rules.
Risk Factors, page 8

4.       Please expand your risk factors to note that the common warrants and
pre-funded warrants
         are speculative in nature. Disclose that there is no assurance that
the market price of your
         common shares will ever equal or exceed the exercise price of the
common warrants and
         that the common warrants may expire worthless.
5.       Please add a risk factor that addresses how you are offering to sell a
substantial number of
         common shares and warrants and pre-funded warrants to purchase common
shares in this
         offering relative to your outstanding public float and discuss the
impact this may have on
         the market price of your common shares and potential consequences for
investors.
         Quantify the number of common shares you are registering to sell
(assuming the exercise
         of the common shares issuable upon the warrants and pre-funded
warrants that you are
         registering) as a percentage of the outstanding common shares prior to
your offering.
The trading price of our common shares has been, and is likely to continue to
be highly
volatile..., page 8

6.       Please expand your risk factor to describe more fully the consequences
of your
         capitalization and the size of your public float, including that you
may have lower
         trading volume and less liquidity than large-capitalization companies.
Discuss whether
         the volume of your common stock has in the past fluctuated more
dramatically than the
         stock market in general and/or that it could experience such
volatility in the future.
         Address the potential for rapid and substantial price volatility and
any known factors
         particular to your offering that may add to this risk and discuss the
risks to investors when
         investing in stock where the price is changing rapidly. Clearly state
that such volatility,
         including any stock-run up, may be unrelated to your actual or
expected operating
         performance and financial condition or prospects, making it difficult
for prospective
         investors to assess the rapidly changing value of your stock.
General

7.     Information provided throughout your registration statement assumes that
you will receive
       the full amount of the offering. Given that this is a best-efforts, no
minimum offering,
       please revise the prospectus   including the prospectus summary,
dilution and use of
       proceeds sections   to show the impact of receiving proceeds at varying
levels,
FirstName LastNameMatthew Pierce
       e.g., 10%, 25%, 50%, 75% and 100% of the securities being sold. Describe
any
Comapany    NameVersus
       anticipated materialSystems Inc.
                             changes in the use of proceeds if all of the
securities being registered
May 23,on2023
          yourPage
                registration
                     2       statement are not sold.
FirstName LastName
 Matthew Pierce
FirstName  LastNameMatthew Pierce
Versus Systems  Inc.
Comapany
May        NameVersus Systems Inc.
     23, 2023
May 23,
Page 3 2023 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jeff
Kauten, Staff
Attorney, at (202) 551-3447 with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      M. Ali Panjwani