United States securities and exchange commission logo
May 6, 2022
Oren Elkayam
Chief Executive Officer
Mobilicom Ltd
1 Rakefet Street
Shoham, Israel 6083705
Re: Mobilicom Ltd
CIK No. 0001898643
Registration
Statement on Form F-1 filed April 28, 2022
File No. 333-264523
Dear Mr. Elkayam:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed April 28, 2022
Impact of the Continuing COVID-19 Pandemic, page 41
1. We note your revisions
in response to prior comment 2. Please expand to clarify the
duration of each of the
matters added to your disclosure, including the start date and, if
applicable, the end. If
the condition continues, please state so directly. Also revise to
quantify the historical
and expected future impact on your business and financial
condition.
Manufacturing and Assembly, page 53
2. Please expand your
revisions in response to prior comment 3 to clarify what you mean by
"partnership." Is there
an agreement? What are the respective rights and obligations of
the parties? Explain
how the partnership "expands our manufacturing capabilities and
Oren Elkayam
Mobilicom Ltd
May 6, 2022
Page 2
enables us to deliver larger quantities of products upon demand and in a
timely manner,
on schedule, thus allowing for consistent product delivery."
Principal Shareholders, page 63
3. Please revise to identify the natural person(s) who have or share voting
and/or dispositive
powers or the power to receive the economic benefit of the shares held by
each entity
listed in the table.
Description of Share Capital, page 65
4. Please disclose the conversion ability in Section 4.4 of Exhibit 3.1.
Exhibits
5. Please file Exhibits 10.7 and 10.8. It appears they were not included
with this public
filing.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman at 202-551-3794 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at 202-551-3641 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
FirstName LastNameOren Elkayam
Division of
Corporation Finance
Comapany NameMobilicom Ltd
Office of
Manufacturing
May 6, 2022 Page 2
cc: Greg Sichenzia
FirstName LastName