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                               June 6, 2024

       Lynn Zhao
       Chief Financial Officer
       Socket Mobile, Inc.
       40675 Encyclopedia Cir.
       Fremont, California 94538

                                                        Re: Socket Mobile, Inc.
                                                            Schedule TO-I filed
on May 28, 2024
                                                            File No. 005-50241

       Dear Lynn Zhao:

              We have reviewed your filing 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 TO-I filed on May 28, 2024

       Conditions of the Offer, page 19

   1.                                                   Refer to the first
condition in this section and the term    threatened.    A tender offer may be
                                                        conditioned on a
variety of events and circumstances provided that they are not within the
                                                        direct or indirect
control of the offeror. The conditions also must be drafted with sufficient
                                                        specificity to allow
for objective verification that the conditions have been satisfied. Refer
                                                        to Question 101.01 of
the Tender Offer Rules and Schedules Compliance and Disclosure
                                                        Interpretations (March
17, 2023). Please revise so that the condition is objectively
                                                        determinable.
   2.                                                   You have included a
condition that will be triggered by "any general suspension of trading
                                                        in, or limitation on
prices for, our securities on any national securities exchange or in an
                                                        over the-counter market
in the United States." Please revise to explain what would be
                                                        considered a limitation
on prices for securities on any national securities exchange or in
                                                        the over-the-counter
market in the United States.
 Lynn Zhao
Socket Mobile, Inc.
June 6, 2024
Page 2
3.       We note that the fourth sub-bullet refers broadly to "any
extraordinary or material adverse
         change in U.S. financial markets generally." The broad wording of this
offer condition
         gives rise to illusory offer concerns under Section 14(e) of the
Exchange Act and
         Regulation 14E thereunder. Please revise to narrow or qualify this
condition, or advise.
4.       Refer to the following disclosure in the last paragraph of this
section: "The conditions to
         this Offer are for our benefit. We may assert them in our discretion
before the expiration
         date regardless of the circumstances giving rise to them." Offer
conditions must be
         objective and outside the control of the offeror in order to avoid
illusory offer concerns
         under Regulation 14E. Please revise this disclosure to remove the
implication that the
         conditions may be triggered at your election.
General terms of new options, page 21

5.       Refer to the first full paragraph on page 22 and the statement there
that your "statements
         in this Offer to Exchange concerning the 2004 Plan and the new options
are merely
         summaries and do not purport to be complete." While a summary is
necessarily a
         condensed version of disclosure that appears elsewhere, it should
describe the material
         terms of the 2004 Plan and the new options. Please modify to avoid
characterizing the
         disclosure here as incomplete.
        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 Brian Soares at 202-551-3690 or Perry
Hindin at 202-551-
3444.



FirstName LastNameLynn Zhao                                    Sincerely,
Comapany NameSocket Mobile, Inc.
                                                               Division of
Corporation Finance
June 6, 2024 Page 2                                            Office of
Mergers & Acquisitions
FirstName LastName