United States securities and exchange commission logo





                             September 12, 2022

       Boaz Shetzer
       Chief Executive Officer
       ParaZero Technologies Ltd.
       30 Dov Hoz
       Kiryat Ono, 5555626, Israel

                                                        Re: ParaZero
Technologies Ltd.
                                                            Amendment No. 4 to
Registration Statement on Form F-1
                                                            Filed September 7,
2022
                                                            File No. 333-265178

       Dear Mr. 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.

       Amendment No. 4 to Registration Statement on Form F-1 filed September 7,
2022

       General

   1.                                                   We note that Exhibits
4.1 and 4.3 each contain a forum selection provision. If these
                                                        provisions do not apply
to actions arising under the Securities Act or Exchange Act,
                                                        please ensure that the
provision in the relevant exhibit states this clearly.
   2.                                                   We note that the
warrant agreement filed as Exhibit 4.2 contains a jury trial waiver
                                                        provision. Please
revise your disclosure in the prospectus to address the following:
                                                            Include a
description of the provision in the Risk Factors section of the prospectus.
                                                            Clearly state
whether or not this provision applies to claims under federal securities
                                                            laws. If so, please
also state that investors cannot waive compliance with the federal
                                                            securities laws and
rules and regulations promulgated thereunder. If this provision is
                                                            not intended to
apply to federal securities law claims, ensure that the provision in
 Boaz Shetzer
ParaZero Technologies Ltd.
September 12, 2022
Page 2
           your warrant agreement states this clearly, or tell us how you will
inform investors in
           future filings that the provision does not apply to any actions
arising under the federal
           securities laws.
             Highlight the material risks related to this provision, including
the possibility of less
           favorable outcomes, uncertainty regarding its enforceability, the
potential for
           increased costs to bring a claim, and whether it may discourage or
limit suits against
           you.
             Clarify whether the provision applies to purchasers in secondary
transactions.
Statements of Financial Position, page F-5

3.    We note your bonus share issuance and reverse stock split referenced in
Footnote 19 on
      page F-23 and in your earnings per share calculation on page F-6. Tell us
why you have
      not adjusted the share based information in your annual financial
statements including the
      balance sheet, on a retrospective basis, as would appear to be necessary
to conform to the
      guidance in paragraph 64 of IAS 33, and SAB Topic 4:C. Please note these
adjustments
      would also impact disclosures within the filing including dilution.
       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,
FirstName LastNameBoaz Shetzer
                                                             Division of
Corporation Finance
Comapany NameParaZero Technologies Ltd.
                                                             Office of
Manufacturing
September 12, 2022 Page 2
cc:       David Huberman
FirstName LastName