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Correspondence 0001213900-24-081045 from ACTELIS NETWORKS INC (ASNS)

ACTELIS NETWORKS INC
Date: Sept. 23, 2024 · CIK: 0001141284 · Accession: 0001213900-24-081045

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File numbers found in text: 333-282199

Date
September 23, 2024
Author
Tuvia Barlev
Form
CORRESP
Company
ACTELIS NETWORKS INC

Letter

Actelis Networks, Inc.

4039 Clipper Court

Fremont, California 94538

September 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Actelis Networks Inc. (CIK 0001141284)

Registration Statement No. 333-282199 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

Actelis Networks Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 25, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP, by calling Eyal Peled at (212) 801-9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

Very truly yours,
ACTELIS NETWORKS, INC.

Show Raw Text
CORRESP
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filename1.htm

Actelis Networks,
Inc.

4039 Clipper Court

Fremont, California 94538

September 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Actelis Networks Inc. (CIK 0001141284)

    Registration Statement No. 333-282199 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

Actelis Networks Inc. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 25, 2024 at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP, by calling
Eyal Peled at (212) 801-9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ACTELIS NETWORKS, INC.

    By:
    /s/ Tuvia Barlev

    Tuvia Barlev

Chief Executive Officer