http:||www.akoustis.com|wp-content|uploads|2015|02|AKOUSTIS-Logo31.png

 

July 20, 2016

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3720

Washington, D.C. 20549

Attn: Larry Spirgel

Kathleen Krebs

Courtley Lindsay

 

Re: Akoustis Technologies, Inc.

Registration Statement on Form S-1 (File No. 333-212508)

Request for Acceleration

Ladies and Gentlemen:

Akoustis Technologies, Inc., a Nevada corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement under Rule 461 of the Securities Act of 1933, as amended, and declare the Registration Statement effective at 5:00 p.m., Eastern Daylight Time, on Friday, July 22, 2016, or as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

Very truly yours,

AKOUSTIS TECHNOLOGIES, INC.

By: /s/ Jeffrey B. Shealy

Name:  Jeffrey B. Shealy

Title:  Chief Executive Officer