USBC, Inc. — Capital/Financing Update 2024

Jul 29, 2024

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July 29, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
Registration
Statement on Form S-1
File
No. 333-280273

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 4:30 p.m. (Washington, D.C. time) on July 31, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Dentons Durham Jones Pinegar P.C., 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.

Sincerely,

| Boustead

Securities, LLC
By:	/s/ Brinson
Lingenfelter
Name:	Brinson
Lingenfelter
Title:	Managing
Director

| The

Benchmark Company, LLC
By:	/s/ Michael
Jacobs
Name:	Michael
Jacobs
Title:	Head of
Equity Capital Markets

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