TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 16, 2021 Alon Ben-Noon Chief Executive Officer NeuroSense Therapeutics Ltd. Medinat ha-Yehudim Street 85 Herzliya 4676670 Israel Re: NeuroSense Therapeutics Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed November 10, 2021 File No. 333-260338 Dear Mr. Ben-Noon: 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. Amendment No. 2 to Registration Statement on Form F-1 Capitalization, page 57 1. Please add a note to the table to explain how you will account for the warrants to be issued in connection with the offering. Alon Ben-Noon FirstName NeuroSenseLastNameAlon Ben-Noon Therapeutics Ltd. Comapany 16, November NameNeuroSense 2021 Therapeutics Ltd. November Page 2 16, 2021 Page 2 FirstName LastName You may contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551- 3649 if you have questions regarding comments on the financial statements and related matters. Please contact Jane Park at 202-551-7439 or Celeste Murphy at 202-551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Brian K. Rosenzweig, Esq.