United States securities and exchange commission logo
November 17, 2022
Boaz Shetzer
Chief Executive Officer
ParaZero Technologies Ltd.
30 Dov Hoz
Kiryat Ono, 5555626, Israel
Re: ParaZero
Technologies Ltd.
Amendment No. 7 to
Registration Statement on Form F-1
Filed November 4,
2022
File No. 333-265178
Dear Boaz Shetzer:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 19, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-1 filed November 4,
2022
General
1. We note your disclosure
that it is a condition to the closing of the offering that your
ordinary shares and
warrants qualify for listing on a national securities exchange.
Disclose whether your
offering is contingent upon final approval of your NASDAQ listing
on your cover page.
Please ensure the disclosure is consistent with your underwriting
agreement.
Boaz Shetzer
FirstName LastNameBoaz
ParaZero Technologies Ltd.Shetzer
Comapany 17,
November NameParaZero
2022 Technologies Ltd.
November
Page 2 17, 2022 Page 2
FirstName LastName
2. We note recent instances of extreme stock price run-ups followed by
rapid price declines
and stock price volatility seemingly unrelated to company performance
following a
number of recent initial public offerings, particularly among
companies with relatively
smaller public floats. Revise to include a separate risk factor
addressing the potential for
rapid and substantial price volatility and any known factors
particular to your offering that
may add to this risk and discuss the risks to investors when investing
in stock where the
price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
may be unrelated to your actual or expected operating performance and
financial
condition or prospects, making it difficult for prospective investors
to assess the rapidly
changing value of your stock.
Exhibits
3. We note that Exhibit 5.1 refers to the resale of up to 504,979
ordinary shares issuable
under certain SAFEs. The registration statement appears to relate to
the resale of up to
475,272 ordinary shares to be issued to the selling shareholders upon
the conversion of
certain SAFEs. Please advise or revise.
You may contact Mindy Hooker at (202) 551-3732 or Kevin Woody at (202)
551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202)
551-3754 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: David Huberman