DZS Inc.
5700 Tennyson Parkway, Suite 400
Plano, TX 75024
May 9, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Gregory Herbers
Re: | DZS Inc. |
Request for Acceleration of Effectiveness of Registration Statement on Form S-3
(File No. 333-262634)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-262634), as amended by Amendment No. 1 to the Registration Statement on Form S-3 and Amendment No. 2 to the Registration Statement on Form S-3 (the “Registration Statement”), of DZS Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on May 11, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling M. Preston Bernhisel at (214) 953-6783.
Sincerely,
DZS INC.
| By: /s/ Justin Ferguson |
|
cc: M. Preston Bernhisel, Baker Botts L.L.P.