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Published on September 22, 2023
September
22, 2023
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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Know
Labs, Inc.
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Registration
Statement on Form S-1
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File
No. 333-274350
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Ladies
and Gentlemen:
Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), Boustead Securities, LLC and The
Benchmark Company, LLC, as representatives of the underwriters of
the offering, hereby join the request of Know Labs, Inc. that the
effective date of the above-referenced Registration Statement on
Form S-1 be declared effective at 4:45 p.m. (Washington, D.C. time)
on September 26, 2023, or as soon
thereafter as practicable, or at such other time as the Company or
its outside counsel, Proskauer Rose LLP, request by telephone that
such Registration Statement be declared
effective.
In
connection with this acceleration request and pursuant to Rule 460
under the Securities Act, please be advised that there will be
distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the
securities, as many copies, as well as “e-red” copies
of the preliminary prospectus, as appears to be reasonable to
secure adequate distribution of the preliminary
prospectus.
The
undersigned confirm that they have complied with and will continue
to comply with, and they have been informed or will be informed by
participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced
issue.
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Sincerely,
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Boustead
Securities, LLC
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By:
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/s/
Keith
Moore
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Name:
Keith
Moore
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Title:
CEO
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The
Benchmark Company, LLC
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By:
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/s/ Michael
Jacobs
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Name: Michael
Jacobs
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Title:
Head of
Equity Capital Markets
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