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United States securities and exchange commission logo





                             November 4, 2022

       James Sullivan
       Chief Financial Officer
       Peraso Inc.
       2309 Bering Drive
       San Jose, CA 95131

                                                        Re: Peraso Inc.
                                                            Form 10-K for the
Fiscal Year ended December 31, 2021
                                                            Filed March 31,
2022
                                                            File No. 000-32929

       Dear James Sullivan:

              We have reviewed your October 14, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 20, 2022 letter.

       Form 10-K for the Fiscal Year ended December 31, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 31

   1.                                                   We note your response
to prior comment one and the type of disclosure that you have
                                                        proposed, including a
comparison of total revenues for the most recent quarter and
                                                        cumulative interim
period to the corresponding periods of the preceding fiscal year, along
                                                        with percentages of
product revenues to total revenues.

                                                        You state that revenues
increased "primarily due to the timing of the reverse acquisition,"
                                                        though do not explain
how the acquisition contributed to revenues, either in terms of
                                                        product lines acquired
or facilitating your development of the mmWave module products.
                                                        You also state that the
comparative periods of the preceding fiscal year "exclude all sales
 James Sullivan
FirstName
Peraso Inc.LastNameJames Sullivan
Comapany 4,
November   NamePeraso
              2022      Inc.
November
Page 2     4, 2022 Page 2
FirstName LastName
         attributable to our memory IC products, resulting in a 100% increase
in sales volumes,"
         implying there had been sales of these products, perhaps by the
business acquired in the
         reverse merger, though without providing this clarification or
explaining how the apparent
         trend would be tempered when considering historical sales, also
without addressing the
         reasonably possible effects of your decision to not develop new memory
products.

         We do not see quantification of volumes of products sold or of changes
in the volumes of
         products sold among the product categories, as may be necessary to
provide context for
         understanding the offsetting effects and trends exhibited in your
financial results.

         Please further explain how you have considered your current discussion
and analysis as
         providing sufficient insight on material trends and uncertainties, the
reasons
         underlying intermediate effects, and for a reader to see the business
through the eyes of
         management, particularly given the absent of such volumetric measures
and reflecting
         changes in the mix of products sold. Please include along with your
reply a schedule
         identifying for each product category described on pages 6, 7 and 8
(e.g. mmWave ICs
         based on the IEEE 802.11ad standard, mmWave ICs based on the 3GPP
Release 15-17
         standard, mmWave modules, memory Accelerator Engine IC products -
Bandwidth
         Engine and Programmable HyperSpeed Engine, and QPR SRAM memory
devices), the
         volumes sold for each quarter covered by your annual and subsequent
interim financial
         statements, along with the dollar values ascribed during these
periods, reconciled to total
         revenues reported for the quarterly, cumulative and annual periods.

         Provide us with an explanation for changes in volumes sold each period
including your
         assessment of the changes for disclosure, addressing the materiality
of the change in both
         volumes and prices, and considering the significance of the product
line.
Financial Statements
Note 2 - Business Combination
Securities Conversion, page 75

2.       We understand from your response to prior comment 3 that you intend to
cease reporting
         the Series A Special Voting Preferred Stock in your financial
statements because you no
         longer regard the instrument as equity, notwithstanding its legal
designation as equity and
         instrumentality in supporting your classification of the Canco
subsidiary exchangeable
         shares as permanent equity in your financial statements.

         We also note that you did not consider such instrumentality in your
assessment although
         did consider such instrumentality when evaluating the equity
characteristics of the
         exchangeable shares. We do not see that you have expressed rationale
or identified
         support for having an inconsistent approach in making these
assessments or classification
         that would be contrary to your perspective on the exchangeable shares.

         We continue to believe that your Series A Special Voting Preferred
Stock should be
         reported in your financial statements and classified consistent with
its legal designation.
 James Sullivan
FirstName
Peraso Inc.LastNameJames Sullivan
Comapany 4,
November   NamePeraso
              2022      Inc.
November
Page 3     4, 2022 Page 3
FirstName LastName
3.       We note that in response to prior comments 3 and 4, in which we were
seeking
         clarification of support for your presentation of subsidiary
exchangeable shares as
         common shares of Peraso, Inc. and your description of the Canco
subsidiary as a shell
         company, you appear to focus on factors considered in identifying
Peraso Technologies,
         Inc. as the accounting acquirer in your December 17, 2021 merger. We
also note that the
         organization chart submitted with your response appears to confirm
that Canco holds
         100% of the interests in Peraso Technologies Inc. and would therefore
not be properly
         considered a shell entity having no material assets or operations.

         We do not believe that support for your accounting acquirer
determination may be
         properly viewed as creating scope exceptions from guidance that is
otherwise applicable
         to minority interests and participating securities as defined in FASB
ASC 810-10-20 and
         FASB ASC 260-10-20. However, in your response you state that "The
terms of the
         Exchangeable Shares do not provide the holders thereof with any right
to, or interest in,
         the assets or operations of Canco other than amounts that are
attributable to shares of the
         Company   s Common Stock. The economic merits of the Exchangeable
Shares lie solely in
         the underlying common stock of the Company and to derive any value
from the
         Exchangeable Shares, a holder must look to the Company." We understand
that your
         references to "the Company" in the excerpt above are to Peraso Inc.

         If you have properly concluded that the exchangeable shares do not
represent minority
         interests in Canco, and if your assessment of the contractual
provisions that apply when
         coupled with the Series A Special Voting Preferred Stock are
comprehensive and
         accurate, we will not object to reporting the Canco exchangeable
shares along with the
         Series A Special Voting Preferred Stock as equity in your financial
statements.

         However, we believe that you will need to distinguish between your
common shares and
         the Canco subsidiary exchangeable shares by separately reporting the
shares and dollar
         amounts associated with the exchangeable shares in your Balance Sheets
and Statements
         of Stockholders' Equity, and within the disclosures required for
showing the composition
         of numerators and denominators underlying computations of earnings per
share to comply
         with FASB ASC 505-10-50-2 and 3, and FASB ASC 260-10-50-1.
4.       Given the legal distinctions between the Peraso, Inc. common shares
and the Canco
         exchangeable shares and the separate reporting requirements to be
applied as outlined in
         the other comments in this letter, please further address the
requirements in FASB ASC
         260 that were referenced in prior comment three.

         If you have properly concluded that the instruments are economically
equivalent in all
         respects, and considering the views expressed in your response, we
understand that
         you would regard the class of Canco exchangeable shares also as common
stock, as
         defined in this standard. However, please clarify if this is not
consistent with the views
         expressed in your response or if you would reach a different
conclusion.
 James Sullivan
Peraso Inc.
November 4, 2022
Page 4
         As part of your response, please address the utility of the provision
in Section 8: Purchase
         for Cancellation, on page A-38 of Appendix I to the Plan of
Arrangement - Provisions
         Attaching to the Exchangeable Shares, in Exhibit 2.1(1), stating
"Subject to applicable
         law, Canco may at any time and from time to time purchase for
cancellation all or any part
         of the Exchangeable Shares by private agreement with the holder
thereof."

         Please describe the circumstances under which this provision would be
utilized,
         explain how the purchase price would be determined, and clarify
whether you have a
         similar mechanism in place for holders of your common shares or
indicate how
         cancellation and purchase of outstanding common shares would compare.
5.       We note that you have proposed disclosure in response to prior comment
five including
         descriptions of certain rights associated with the exchangeable
shares, including rights of
         the holders, Canco, Callco, and the parent, that would result in the
issuance of Peraso, Inc.
         common shares in exchange for the Canco exchangeable shares.

         We also note that the provisions described generally involve the
computation of a
         "purchase price" that is equal to the market price of the Peraso, Inc.
common shares, plus
         any declared but yet unpaid dividends, although you propose to clarify
by stating "There
         are no cash redemption features, all redemption and exchange scenarios
are payable in a
         share of the Company   s common stock."

         Please further clarify that any "purchase price" computed upon the
exercise of rights
         pertaining to retraction, redemption, or liquidation, or otherwise
giving rise to a
         "purchase" or cancellation, will in all cases consist of a 1:1
exchange involving Peraso,
         Inc. common stock, regardless of the market price of the common
shares, if true.
      You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706,
or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.



FirstName LastNameJames Sullivan                               Sincerely,
Comapany NamePeraso Inc.
                                                               Division of
Corporation Finance
November 4, 2022 Page 4                                        Office of Energy
& Transportation
FirstName LastName
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