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NeuroSense Therapeutics Ltd.

Medinat ha-Yehudim Street 85

Herzliya 4676670

Israel

 

December 6, 2021

 

Via EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Tracie Mariner, Vanessa Robertson, Jane Park, Celeste Murphy

 

 

Re: NeuroSense Therapeutics Ltd.
 

Amendment No. 4 to Registration Statement on Form F-1

Filed December 6, 2021

  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 5:00 p.m. Eastern Standard Time on December 8, 2021, 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

 

cc: Brian K. Rosenzweig, Covington & Burling LLP