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                              November 3, 2022

       Jeffrey MacLeod
       Chief Executive Officer and Director
       KWESST Micro Systems Inc.
       155 Terence Matthews Crescent, Unit #1
       Ottawa, Ontario, K2M 2A8

                                                        Re: KWESST Micro
Systems Inc.
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed October 24,
2022
                                                            File No. 333-266897

       Dear Jeffrey MacLeod:

             We have reviewed your amended registration statement 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 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.

       Amendment No. 3 to Registration Statement on Form F-1 Filed October 24,
2022

       General

   1.                                                   You disclose that if
Nasdaq does not approve the listing of your Common Shares and
                                                        Warrants, you will not
proceed with your offering. Clarify, if true, that your ability to
                                                        meet Nasdaq's initial
listing criteria is contingent on the sale of your entire offering of
                                                        common units and
disclose any related risks. Please also disclose whether the initial
                                                        approval for listing of
your shares and warrants on Nasdaq is a condition precedent to the
                                                        underwriter's
obligation to purchase your shares.
       Risk Factors, page 16

   2.                                                   We note recent
instances of extreme stock price run-ups followed by rapid price declines
                                                        and stock price
volatility seemingly unrelated to company performance following a
 Jeffrey MacLeod
KWESST Micro Systems Inc.
November 3, 2022
Page 2
       number of recent initial public offerings, particularly among companies
with relatively
       smaller public floats. Revise to include a separate risk factor
addressing 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.
Our inability to comply with Nasdaq's continued listing requirements could
result in our
Common Shares or Warrants being delisted. . ., page 17

3.     Your revisions indicate that you have increased the extent of your
planned reverse stock
       split. Please expand your risk factor disclosure to specifically address
any risks related to
       the reverse stock split. For example, advise whether there is a risk
that you may not be
       able to maintain the minimum bid price requirement for continued listing
on Nasdaq
       notwithstanding the reverse stock split or any potential impact on the
liquidity of your
       common stock.
Dilution, page 98

4.     Please clarify whether the 837 common shares issuable upon conversion of
the 837 agent
       option units are included or excluded from the calculations presented on
page 98. Further,
       specify the agent to whom and agreement pursuant to which the "agent
option units" have
       been or will be issued.
        You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                              Sincerely,
FirstName LastNameJeffrey MacLeod
                                                              Division of
Corporation Finance
Comapany NameKWESST Micro Systems Inc.
                                                              Office of
Technology
November 3, 2022 Page 2
cc:       Richard Raymer
FirstName LastName