February 6, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: | Mitchell Austin |
| Claudia Rios |
| Re: | Epsilon Energy Ltd. |
| | Registration Statement on Form S-3 |
| | Filed January 17, 2023 |
| | File No. 333-269267 |
Acceleration Request | ||
| ||
| Requested Date: | February 9, 2023 |
| Requested Time: | 4:00 PM Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Epsilon Energy Ltd. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-269267) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes David R. Earhart of Gray Reed & McGraw LLP, counsel for the Company, to make such request on the Company’s behalf.
The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to David R. Earhart of Gray Reed & McGraw LLP, at (469) 320-6041. Please direct any questions or comments regarding this acceleration request to David R. Earhart.
| Sincerely, | |
| | |
| EPSILON ENERGY LTD. | |
| | |
| By: | /s/ Andrew Williamson |
| | Andrew Williamson |
| | Chief Financial Officer |
cc: | David R. Earhart | |
| Gray Reed & McGraw LLP | |