Jeffs’ Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
July 28, 2022
Via EDGAR
Donald Field
Katherine Bagley
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NEs
Washington, DC 20549
| Re: | Jeffs’ Brands Ltd |
| Registration Statement on Form F-1 | |
| Filed July 14, 2022 | |
| File No. 333-262835 |
Dear Sir and Madam:
The purpose of this letter is to respond to your letter of July 18, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in the Form F-1. We are concurrently filing Amendment No. 5 to the Form F-1 (“Amendment No. 5”).
Amendment No. 4 to Registration Statement on Form F-1
General
| 1. | Please refer to Exhibits 5.1 and 5.2. Please have counsel file updated legal opinions. In this regard, we note that the composition of the registered units has changed (i.e. the number of included warrants) and the maximum aggregate offering amount has increased from $53,543,750 to $62,456,250. Please have counsel revise each opinion as applicable, and please consider opining on the total number of each of the securities being registered as opposed to the total offering amount. |
Response: In response to the Staff’s comment, the Company has filed updated legal opinions as Exhibits 5.1 and 5.2 to Amendment No. 5.
If you have any questions or require additional information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan & Worcester LLP.
| Sincerely, | ||
| Jeffs’ Brands Ltd | ||
| By: | /s/ Viki Hakmon | |
| Viki Hakmon | ||
| Chief Executive Officer | ||
| cc: | Oded Har-Even, Esq., Sullivan & Worcester LLP |
| Angela Gomes, Esq., Sullivan & Worcester LLP |
