NeuroSense Therapeutics Ltd.
11 HaMenofim Street, Building B
Herzliya 4672562 Israel
December 4, 2023
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attn: Lauren Hamill
Re: | NeuroSense Therapeutics Ltd. |
| Post-Effective Amendment No. 3 to Registration Statement on Form F-1 Filed December 4, 2023 |
| File No. 333-260338 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), NeuroSense Therapeutics Ltd. (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 4:00 p.m. Eastern Time on December 4, 2023, or as soon thereafter as is practicable, or such other time as the Company or its counsel, Covington & Burling LLP, may request by telephone that such Registration Statement be declared effective.
We respectfully request that we be notified of such effectiveness by a telephone call to Brian K. Rosenzweig of Covington & Burling LLP at (212) 841-1108 and that such effectiveness also be confirmed in writing.
| Respectfully, |
| |
| NeuroSense Therapeutics Ltd. |
| | |
| By: | /s/ Alon Ben-Noon |
| Name: | Alon Ben-Noon |
| Title: | Chief Executive Officer and Director |
cc: Brian K. Rosenzweig, Covington & Burling LLP