July 8, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance, Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Uwem Bassey; Matt Derby | ||||
| Re: | Acceleration Request of Smith Micro Software, Inc. | ||||
| Registration Statement on Form S-1 | |||||
| Filed June 27, 2024 | |||||
| File No. 333-280542 | |||||
| Request for Acceleration of Effectiveness | |||||
Dear Messrs. Bassey and Derby:
Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Smith Micro Software, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-280542), so that it may become effective on July 10, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Brian Novosel, Esq., and Jennifer Minter, Esq. of Buchanan Ingersoll & Rooney PC, counsel to the Company, to orally modify or withdraw this request for acceleration.
Please contact Brian Novosel of Buchanan Ingersoll & Rooney PC, counsel to the Company, at (412) 562-5266, or in his absence, Jennifer Minter at (412) 562-8444, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
| Sincerely, | |||||
| Smith Micro Software, Inc. | |||||
| By: | /s/ James M. Kempton | ||||
| James M. Kempton | |||||
Vice President, Chief Financial Officer and Treasurer | |||||
| cc: | William W. Smith, Jr., Chairman of the Board, President and Chief Executive Officer | ||||