Form RW SIMPLICITY ESPORTS &

SIMPLICITY ESPORTS AND GAMING COMPANY

7000 W. Palmetto Park Rd., Suite 505

Boca Raton, FL 33433

May 27, 2022

FILING VIA EDGAR

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), hereby respectfully requests that the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-259993), and all exhibits filed therewith (the “Post-Effective Amendment”), be withdrawn effective immediately pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company is requesting the withdrawal of the Post-Effective Amendment because the Company intends to proceed to register the securities from the Post-Effective Amendment in a Registration Statement on Form S-1, which is the appropriate form for such offering. The Post-Effective Amendment was never declared effective and no securities of the Company were sold in connection with the offering.

You May Also Be Interested In

• UPDATE: LifeWallet Announces a Comprehensive Settlement with a Group of Affiliated Property & Casualty Insurers 
• UPDATE: LifeWallet Announces a Comprehensive Settlement with a Group of Affiliated Property & Casualty Insurers 
• Cumulus Announces Selected Preliminary Operating Results for First Quarter 2024