DSS,
INC.
June
9, 2026
VIA
EDGAR
United
States Securities and Exchange Commission
Washington,
D.C. 20549
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Re: |
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Application
for Withdrawal of Registration Statement on Form S-1 (No. 333-295162) |
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Act”), DSS, Inc., a New York corporation (the “Issuer”),
hereby makes this application to withdraw the Registration Statement on Form S-1, (File No. 333-295162), filed by the Issuer with the
Securities and Exchange Commission (the “Commission”), together with Amendment No. 1 and all exhibits thereto (collectively,
the “Registration Statement”), relating to the proposed initial public offering of shares of common stock and pre-funded
warrants of the Issuer. The Commission has not declared the Registration Statement effective. No securities were sold in connection with
the transactions contemplated by the Registration Statement. The Issuer wishes to withdraw the Registration Statement because it does
not currently intend to conduct the offering of common stock and pre-funded warrants as contemplated in the Registration Statement due
to changed circumstances since the filing of the Registration Statement.
The
undersigned, on behalf of the Issuer pursuant to Rule 478 of the Act, respectfully requests the Commission to grant the application of
the Issuer to have the Registration Statement withdrawn pursuant to Rule 477 under the Act and issue an appropriate order to be included
in the files of the Registration Statement to the effect that the Registration Statement has been “Withdrawn upon request of the
registrant, the Commission consenting thereto.”
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Very
truly yours, |
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|
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DSS,
Inc. |
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|
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By: |
/S/
Jason Grady |
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|
Jason
Grady |
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|
Chief
Executive Officer |
